U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





AMENDMENT
NO. 2 TO FORM 10-K


[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


FOR
THE FISCAL YEAR ENDED MARCH 31, 2008





OR





[ ]
TRANSITION UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________








INTERNET
INFINITY, INC.


(Exact
name of registrant as specified in its charter)




Nevada
                  0-27633
                  95-4679342(state
      of
                  (Commission
      File Number)
                  (IRS
      Employerincorporation)
                  
                  I.D.
      Number)




413
Avenue G, #1


Redondo
Beach, CA 90277


(310)
318-2244





(Address
and telephone number of registrant's principal


executive
offices and principal place of business)








Securities
registered under Section 12(b) of the Exchange Act:  None





Securities
registered under Section 12(g) of the Exchange Act:


Common
Stock, $0.001 par value





Check
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes
[   ]    No [X]





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  Yes
[   ]    No [X]





Check
whether the issuer (1) filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act during the past twelve months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  Yes   [X]      No  [   ]







Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  [X]





State
issuer’s revenues for its most recent fiscal
year:  $3,805





State the
aggregate market value of the 4,221,084 voting and non-voting common equity held
by non-affiliates computed by reference to the $0.025 average bid and asked
price of such common equity, as of July 11,
2008:  $1,056,771.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.


Smaller reporting company
[X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).  Yes  [X]     No  [   ]





As of
July 11, 2008, there were 28,718,780 shares of the Registrant's Common Stock,
par value $0.001 per share, outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated:  (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 (“Securities
Act”).  The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1990).  None





Transitional
Small Business Disclosure Format (check
one):  Yes  [    ]     No  [X]




ii


TABLE
OF CONTENTS





PART
      IITEM
      1
                                                            Business
                                                            
                                                            1ITEM
      2
                                                            Properties
                                                            
                                                            3ITEM
      3
                                                            Legal
      Proceedings
                                                            
                                                            3ITEM
      4
                                                            Submission
      of Matters to a Vote of Security Holders
                                                            
                                                            3PART
      IIITEM
      5
                                                            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                            
                                                            3ITEM
      7
                                                            Management’s
      Discussion and Analysis of Financial Condition and Results
      of Operations
                                                            
                                                            5ITEM
      8
                                                            Financial
      Statements and Supplementary Data
                                                            
                                                            7ITEM
      9
                                                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                            
                                                            25ITEM
      9A(T)
                                                            Controls
      and Procedures
                                                            
                                                            25ITEM
      9B
                                                            Other
      Information
                                                            
                                                            26PART
      IIIITEM
      10
                                                            Directors,
      Executive Officers and Corporate Governance
                                                            
                                                            26ITEM
      11
                                                            Executive
      Compensation
                                                            
                                                            31ITEM
      12
                                                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                            
                                                            32ITEM
      13
                                                            Certain
      Relationships and Related Transactions, and Director
      Independence
                                                            
                                                            33ITEM
      14
                                                            Principal
      Accounting Fees and Services
                                                            
                                                            34PART
      IVITEM
      15
                                                            Exhibits,
      Financial Statement Schedules
                                                            
                                                            35






iii




PART
I





ITEM
1.                      DESCRIPTION
OF BUSINESS.





Business
Development.





Internet Infinity, Inc. (the "Company")
was incorporated on October 27, 1995 in the State of Delaware. We now conduct
our business from our sales headquarters office in Redondo Beach,
California.   We first had revenues from operations in
1996.





Our initial focus was on selling
Internet software. By early 1997 our software sales were slipping toward zero
and Internet Infinity had to find an alternative revenue opportunity to
survive.





We turned our attention and efforts to
selling electronic media duplication and packaging services offered by an
unaffiliated company, Video Magnetics, LLC.  We did this through our
wholly-owned subsidiary, Electronic Media Central Corporation. However, as the
result of distributing all the shares of Electronic Media Central Corporation on
September 25, 2001 to the shareholders of record on September 18, 2002, Internet
Infinity ceased being in the media duplication business, but remained in the creation
of duplication masters and packaging design and printing.





Today, a company merger partner is
being sought as another potential avenue for revenue growth. However, there is
no assurance that the singles project or a merger can or will be successful at
any time.





Our
Business.





We have one principal
product:





·
            Author
      and create masters of electronic media products for replication and
      duplication.





Suppliers and
Sub-Contractors





We receive orders by
telephone.  We bill for the shipment at a cost negotiated for the
order by our one salesperson.





The functional relationship between
Internet Infinity and Apple Realty, Inc. dba/Morris Group consultants, a company
owned by George Morris, the controlling shareholder and officer and director of
Internet Infinity is one of independent contractors.  Apple Realty,
Inc dba/ Morris Group with its business broker real estate license is helping
our company develop and implement a strategy for possible merger and acquisition
activity by Internet Infinity.





1


Distribution
Methods





We distribute our products through an
independent contractor sales representative  working from his home
with the telephone, fax, mail and the Internet. Shipments are made throughout
the United States.





Our sales representative  is
paid on an  incentive bonus based on the gross profit generated each
month.  The sales representative is responsible for managing his
account orders and customer service.  We have shifted to a performance
compensation method and will attempt to recruit more sales persons under the
direction of a performance compensated  manager.





Competition





The electronic media master business is
highly competitive.    Numerous small regional competitors
such as our company serve the smaller regional business and nonprofit
organization markets.  We compete with both price and customer
services. In addition, we monitor offers from competitors on the Internet,
through direct mail and through comparison-shopping, to remain
competitive.





Advertising and
Promotion





Our advertising and promotion is
primarily electronic-media focused.  We engage in telephone and fax
campaigns to prospect for media business.





Dependence on Major
Customers





With only one large customer at $3,805
sales for fiscal 2008, our company will most likely discontinue all sales
operations with the loss of this customer.  Revenue for Internet
Infinity may go to zero if no merger or alternative business is
found.





Patents, Trademarks and
Licenses





We have no proprietary patents,
trademarks or licenses.





Government Approval and
Regulations




We need no governmental approval for
the design and marketing of our electronic media.  We are not aware of
any proposed governmental regulations that would affect our
operations.





Research and
Development





We have no budget for research and
development.





2


Cost of Compliance with
Environmental Laws





There are no environmental laws that
impact any of our operations of marketing and distributing electronic
duplication media, pre-recorded video programs or Internet
services.





Seasonality





Our sales are almost evenly distributed
at this time across the year.  There are slight variations with the
fall and winter exceeding the spring and summers seasons for a variety of
factors including vacation, school and holiday cycles.





Employees





We employ one part-time
person.





New Products &
Services





No new products or services are
planned.





ITEM
2.                      PROPERTIES.





Our one part-time person requires
less than 100 square feet of office space provided by our Chairman George
Morris with utilities for
the operation.    Storage of our records and accounting
documents are provided by George Morris, public storage and Roger Casas, our
sales person.





ITEM
3.                      LEGAL
PROCEEDINGS.





We are not, and none of our property
is, a party to any pending legal proceedings, and no such proceedings are known
to be contemplated.





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





There were no matters submitted to a
vote of the stockholders of our company during FY 2008 through the solicitation
of proxies or otherwise.





PART
III





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES.





Market
Information.  Internet Infinity’s common stock is quoted on the
Electronic OTC Bulletin Board.  Its symbol is “ITNF.”





During the last two fiscal years, the
range of high and low bid information for our common stock is set forth
below.  The source of this information is the OTC Bulletin
Board.





3


The quotations reflect the inter-dealer
prices without markup, markdown or commissions and may not represent actual
transactions.




High
                                LowFY 2007
                                1st
      Qtr.
                                0.026
                                0.0252nd
      Qtr.
                                0.025
                                0.0253rd
      Qtr.
                                0.025
                                0.024th
      Qtr.
                                0.04
                                0.02FY 2008
                                1st
      Qtr.
                                0.03
                                0.032nd
      Qtr.
                                0.03
                                0.023rd
      Qtr.
                                0.02
                                0.014th
      Qtr.
                                0.01
                                0.01





On June 12, 2008 there were 28,718,780
shares of common stock outstanding. No shares are subject to securities
convertible into such shares of stock.





Holders.  On
June 12, 2008 there were approximately 230 holders of record of our common
stock.  Some 2,308,564 shares of common stock are held in brokerage
accounts under the record name of “Cede & Co.”





Dividends.  No
cash dividends have been declared on the common stock.  There are no
restrictions that limit the ability of the company to pay dividends on the
common stock or that are likely to do so in the future.





Recent Sales of Unregistered
Securities.





During the past three fiscal years,
there was one unregistered sale of our common stock by the
company.  On December 29, 2006, we sold 10 million shares of our
common stock in exchange for $28,000 cash and the extinguishment of $222,000
debt owed to the purchaser of the shares – L&M Media, Inc. which is under
the control of George Morris, chairman of the board of directors, chief
financial officer, and controlling shareholder of the company.





Reports to Security
Holders.





We file reports with the Securities and
Exchange Commission.  These reports are annual 10-K, quarterly 10-Q
and periodic 8-K reports.  We will furnish stockholders with annual
reports containing financial statements audited by independent certified public
accountants and such other periodic reports as we may deem appropriate or as
required by law.  The public may read and copy any materials we file
with the SEC at the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  Internet Infinity is an electronic filer, and the SEC
maintains an Internet Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.  The address of such site is http://www.sec.gov.





4


ITEM
7.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS.





The following discussion and analysis
should be read in conjunction with the financial statements and the accompanying
notes thereto and is qualified in its entirety by the foregoing and by more
detailed financial information appearing elsewhere.  See "Financial
Statements."





Results
of Operations





The following table presents, as a
percentage of sales, certain selected financial data for the two fiscal years
ended March 31, 2008 and March 31, 2007.




Years Ended 3-312007
                          
                          
                          2008Sales
                          
                          
                          100.0
                          %
                          
                          
                          100.0
                          %Cost
      of sales
                          
                          
                          80.0
                          
                          
                          
                          80.0Gross
      margin
                          
                          
                          20.0
                          
                          
                          
                          20.0Selling,
      general and administrative expenses
                          
                          
                          (1,685.0
                          )
                          
                          
                          (2164.0
                          )Interest
      income (expense)
                          
                          
                          (827.0
                          )
                          
                          
                          (997.5
                          )Net
      income (loss) before income taxes
                          
                          
                          (2,394.0
                          )
                          
                          
                          (3141.0
                          )


Sales





Sales decreased by $1,606 from $5,411
in the fiscal year ended March 31, 2007 to $3,805 in the fiscal year ended March
31, 2008, a decrease of 30.0 percent.  The decrease in sales was
attributable primarily to a lack of orders from our  main customer due
to competition.





Gross
Margin





Gross margin decreased by 30 percent in
fiscal year 2008 to $761 from fiscal year 2007.  The decrease in gross
margin was attributable to lack of orders.





Selling, General and
Administrative Expense





Selling, general and administrative
expenses decreased by $8,817 from $91,151, in fiscal year 2007, to $82,334 in
fiscal year 2008.  A breakdown of the changes is:





·
              Consulting
      fees to related party increased very little  to $9,867 in fiscal
      year 2008 from $6,200 in 2007





·
              Professional
      fees decreased little  to $33,761 in fiscal year 2008 from
      $34,059 in 2007





·
              Other
      expenses decreased to $16,750 in fiscal year 2008 from $20,440 in 2007 due
      to lower sales.





·
              Salaries
      and related expense decreased from $30,651 for  2007 to 21,956
      for 2008.




5


Net Profit
(Loss)





We had a net loss from operations,
after a provision for income taxes, in the fiscal year ended March 31, 2008
of $119,527, or $0.004 a share of our common stock.  In the fiscal
year ended March 31, 2007 we had a net loss, after a provision for income
taxes, of $130,344, or $0.01 a share of common stock.  The loss
increased primarily due to a reduction in sales.





Balance Sheet
Items





The net loss of $119,527 for the fiscal
year ended March 31, 2008 increased the retained earnings deficit from
$1,717,513 on March 31, 2007 to $1,927,465 on March 31, 2008.  Our
cash position decreased from $1,263 for the fiscal year ended March 31, 2007 to
$990 for the fiscal year ended March 31, 2008.  Accounts receivable
net of allowance for doubtful accounts from non-affiliates remains unchanged at
$0 at the end of fiscal year 2008 and 2007, while inventory remained unchanged
at zero for the fiscal year ended March 31, 2008 and 2007.





Outlook





The statements made in this Outlook are
based on current plans and expectations.  These statements are
forward-looking, and actual results may vary considerably from those that are
planned.





We have been able to stay in operation
only (1) from the cash flow generated from the sale of authoring and mastering
electronic media products, and (2) because George Morris personally advanced
funds to our Company when needed.





Internet Infinity, Inc. management
believes that it will not generate sufficient cash flow to support operations
during the twelve months ended March 31, 2009.  Although sales
and expenses could continue to decline and even if our company can generate a
net profit and positive cash flow from operations, additional funds will be
necessary for continued operation of the company.





Our auditors have issued a going
concern statement in Note 3 of the attached financial statements.





In addition to cash provided from
operations, loans from George Morris can provide additional cash to Internet
Infinity.





The payment record of our existing
customers has been good with low bad-debt losses for over two years from
authoring and mastering service customers.  Accordingly, management
believes the risk of non-payment in the future is manageable if the company
extends credit to our existing customers.





6


Off-Balance
Sheet Arrangements





Our company has not entered into any
transaction, agreement or other contractual arrangement with an entity
unconsolidated with us under which we have





·
              an
      obligation under a guarantee
contract,


·
              a
      retained or contingent interest in assets transferred to the
      unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such
      assets,


·
              an
      obligation, including a contingent obligation, under a contract that would
      be accounted for as a derivative instrument,
or


·
              an
      obligation, including a contingent obligation, arising out of a variable
      interest in an unconsolidated entity that is held by, and material to, us
      where such entity provides financing, liquidity, market risk or credit
      risk support to, or engages in leasing, hedging, or research and
      development services with,
us.





Our
Company has signed a non-binding Letter of Intent “LOI” to merge with Toshiba
Display Systems.





ITEM
8.                      FINANCIAL
STATEMENTS.


PageReport
      of Independent Registered Public Accounting Firm
                                          8Balance
      Sheet at March 31, 2008 and 2007
                                          9Statement
      of Operations for the Years Ended March 31, 2008
      and 2007
                                          10Statement
      of Stockholders’ Deficit for the Years Ended March 31, 2008
      and 2007
                                          11Statement
      of Cash Flows for the Years Ended March 31, 2008
      and 2007
                                          12Notes
      to Financial Statements
                                          13





7




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM




To the
Stockholders and Board of Directors


Internet
Infinity, Inc





We have
audited the accompanying balance sheet of Internet Infinity, Inc., a Nevada
Corporation (“the Company”) as of March 31, 2008 and 2007 and the related
statements of operations, stockholders’ deficit and cash flows for the years
ended March 31, 2008 and 2007. 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 of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits 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
audits provide 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 Internet Infinity, Inc. as of March
31, 2008 and 2007 and the results of its operations and its cash flows for the
years ended March 31, 2008 and 2007 in conformity with accounting principles
generally accepted in the United States of America.





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’s significant operating losses and insufficient capital
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 from the
outcome of this uncertainty.





/s/
Kabani & Company, Inc.





KABANI
& COMPANY, INC.


CERTIFIED
PUBLIC ACCOUNTANTS





Los
Angeles, California


June 20,
2008





8
 
  INTERNET
      INFINITY, INC.BALANCE
      SHEETSFOR
      THE YEARS ENDED MARCH 31, 2008 AND 20072008
                                                                                                                          
                                                                                                                          
                                                                                                                          2007ASSETSCURRENT
      ASSETS:Cash
      & cash equivalents
                                                                                                                          
                                                                                                                          $
                                                                                                                          990
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          1,263990
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1,263LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIES:Accounts
      payable & accrued expenses
                                                                                                                          
                                                                                                                          
                                                                                                                          176,080
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          143,418Note
      payable
                                                                                                                          
                                                                                                                          
                                                                                                                          27,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          27,000Note
      payable - related parties
                                                                                                                          
                                                                                                                          
                                                                                                                          294,803
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          290,003Due
      to officer
                                                                                                                          
                                                                                                                          
                                                                                                                          222,668
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          170,939Due
      to related party
                                                                                                                          
                                                                                                                          
                                                                                                                          109,642
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          83,247Total
      current liabilities
                                                                                                                          
                                                                                                                          
                                                                                                                          830,193
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          714,606STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 30,000,000 sharesauthorized,
      none issued and outstanding
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -Common
      stock, $.001 par value; 100,000,000 sharesauthorized,
      28,718,780 shares issued and outstanding
                                                                                                                          
                                                                                                                          
                                                                                                                          28,719
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          28,719Additional
      paid in capital
                                                                                                                          
                                                                                                                          
                                                                                                                          1,069,543
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          975,451Accumulated
      deficit
                                                                                                                          
                                                                                                                          
                                                                                                                          (1,927,465
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (1,717,513
                                                                                                                          )Total
      stockholders' deficit
                                                                                                                          
                                                                                                                          
                                                                                                                          (829,203
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (713,343
                                                                                                                          )Total
      liabilities and stockholders' deficit
                                                                                                                          
                                                                                                                          $
                                                                                                                          990
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          1,263The
      accompanying notes are an integral part of these financial
      statements
   9
  INTERNET
      INFINITY, INC.STATEMENTS
      OF OPERATIONSFOR
      THE YEARS ENDED MARCH 31, 2008 AND 20072008
                                                                                                    
                                                                                                    
                                                                                                    2007Net
      revenues
                                                                                                    
                                                                                                    $
                                                                                                    3,805
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    5,411Cost
      of sales
                                                                                                    
                                                                                                    
                                                                                                    3,044
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    4,329Gross
      profit
                                                                                                    
                                                                                                    
                                                                                                    761
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    1,082Operating
      expensesProfessional
      fees
                                                                                                    
                                                                                                    
                                                                                                    33,761
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    34,059Salaries
      and related expenses
                                                                                                    
                                                                                                    
                                                                                                    21,956
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    30,651Consulting
      fees to related party
                                                                                                    
                                                                                                    
                                                                                                    9,867
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    6,000Other
                                                                                                    
                                                                                                    
                                                                                                    16,750
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    20,440Total
      operating expenses
                                                                                                    
                                                                                                    
                                                                                                    82,334
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    91,151Loss
      from operations
                                                                                                    
                                                                                                    
                                                                                                    (81,573
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (90,069
                                                                                                    )Non-operating
      income (expense):Interest
      expense
                                                                                                    
                                                                                                    
                                                                                                    (37,954
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (44,749
                                                                                                    )Gain
      on settlement of debts
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    5,274Total
      other income (expense)
                                                                                                    
                                                                                                    
                                                                                                    (37,954
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (39,475
                                                                                                    )Loss
      before income taxes
                                                                                                    
                                                                                                    
                                                                                                    (119,527
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (129,544
                                                                                                    )Provision
      for income taxes
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    800Net
      loss
                                                                                                    
                                                                                                    $
                                                                                                    (119,527
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    (130,344
                                                                                                    )Basic
      & diluted weighted average number ofcommon stock
      outstanding
                                                                                                    
                                                                                                    
                                                                                                    28,718,780
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    21,239,328Basic
      & diluted net loss per share
                                                                                                    
                                                                                                    $
                                                                                                    (0.00
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    (0.01
                                                                                                    )Weighted
      average number of shares used to compute basis and diluted loss per share
      is the same since the effect of dilutive securities is
      anti-dilutiveThe
      accompanying notes are an integral part of these financial
      statements
  10
   INTERNET
      INFINITY, INC.STATEMENTS
      OF STOCKHOLDERS' DEFICITFOR
      THE YEARS ENDED MARCH 31, 2008 AND 2007Common stock
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      TotalNumber
      of
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      Additional
                                                                                                                      
                                                                                                                      
                                                                                                                      Accumulated
                                                                                                                      
                                                                                                                      
                                                                                                                      stockholders'shares
                                                                                                                      
                                                                                                                      
                                                                                                                      Amount
                                                                                                                      
                                                                                                                      
                                                                                                                      paid
      in capital
                                                                                                                      
                                                                                                                      
                                                                                                                      deficit
                                                                                                                      
                                                                                                                      
                                                                                                                      deficitBalance
      as of March 31, 2006
                                                                                                                      
                                                                                                                      
                                                                                                                      18,718,780
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      18,719
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      825,877
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (1,677,595
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (832,999
                                                                                                                      )Shares
      issued part for debt settlement and part for cash
                                                                                                                      
                                                                                                                      
                                                                                                                      10,000,000
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      10,000
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      240,000
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      250,000Net
      loss for the year
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (130,344
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (130,344
                                                                                                                      )Balance
      as of March 31, 2007
                                                                                                                      
                                                                                                                      
                                                                                                                      28,718,780
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      28,719
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      1,065,877
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      (1,807,939
                                                                                                                      )
                                                                                                                      
                                                                                                                      $
                                                                                                                      (713,343
                                                                                                                      )Capital
      contribution
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      3,667
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      3,667Net
      loss for the year
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (119,527
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (119,527
                                                                                                                      )Balance
      as of March 31, 2008
                                                                                                                      
                                                                                                                      
                                                                                                                      28,718,780
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      28,719
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      1,069,543
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (1,927,465
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (829,203
                                                                                                                      )The
      accompanying notes are an integral part of these financial
      statements
   11
   INTERNET
      INFINITY, INC.STATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED MARCH 31, 2008 AND 20072008
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                                                                                  $
                                                                                                                                  (119,527
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  (130,344
                                                                                                                                  )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Capital
      contribution via services provided
                                                                                                                                  
                                                                                                                                  3,667
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Increase
      in accounts payable and accrued expenses
                                                                                                                                  
                                                                                                                                  32,662
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  21,443Increase/
      (decrease) in due to related company
                                                                                                                                  
                                                                                                                                  26,395
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  56,720Net
      cash used in operating activities
                                                                                                                                  
                                                                                                                                  (56,802
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (52,182
                                                                                                                                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase
      (decrease) in due to officer
                                                                                                                                  
                                                                                                                                  51,729
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  19,420Proceeds
      from shares issued
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  28,000Proceeds
      from notes payable - related party
                                                                                                                                  
                                                                                                                                  4,800
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  4,800Net
      cash provided by financing activities
                                                                                                                                  
                                                                                                                                  56,529
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  52,220NET
      INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
                                                                                                                                  
                                                                                                                                  (274
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  38CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                                                                                                                                  
                                                                                                                                  1,263
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,225CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                                                                                                                                  $
                                                                                                                                  990
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  1,263SUPPLEMENTARY
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid during the year
                                                                                                                                  $
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  -Taxes
      paid during the year
                                                                                                                                  $
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  -SUPPLEMENTARY
      DISCLOSURES OF NON -CASH FLOW INFORMATION:Stock
      issued for debt settlement
                                                                                                                                  $
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  222,000The
      accompanying notes are an integral part of these financial
      statements
   12
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
   NOTE
      1
                ORGANIZATION
 
 Internet
Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
on October 27, 1995.  III is in the business of distribution of
electronic media duplication services and electronic blank media.  The
Company was re-incorporated in Nevada on December 17, 2004.
  NOTE
      2
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Cash
and cash equivalents
 
 The
Company considers all liquid investments with a maturity of three months or less
from the date of purchase that are readily convertible into cash to be cash
equivalents.
 
 Accounts
Receivable
 
 The
Company maintains reserves for potential credit losses on accounts
receivable.  Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves.  Reserves are recorded
primarily on a specific identification basis. Accounts receivable and allowance
for doubtful debts amounted to $0 as at March 31, 2008 and 2007.
 
 Property
& Equipment
 
 Capital
assets are stated at cost. Equipment consisting of computers is carried at cost.
Depreciation of equipment is provided using the straight-line method over the
estimated useful lives of the assets. Expenditures for maintenance and repairs
are charged to expense as incurred. The Company did not have any property &
equipment at March 31, 2008.
 
 13
 
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Long-lived
assets
  Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.  144,  "Accounting  for  the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses
financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," and the accounting and reporting provisions of APB
Opinion No.
30,  "Reporting  the  Results  of  Operations  for  a
Disposal of a Segment of a Business."  The Company periodically
evaluates the carrying value of long-lived assets to be held and used in
accordance with SFAS 144.  SFAS 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts.  In
that  event,  a  loss  is  recognized  based
on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss
on long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.
  Accounts
payable & accrued expenses
 
 Accounts
payable and accrued expenses consist of the following at March 31,
2008
 
 2008
                        
                        
                        2007Accounts
      Payable
                        
                        $
                        27,665
                        
                        
                        $
                        20,625Accrued
      taxes
                        
                        
                        4,000
                        
                        
                        
                        3,200Accrued
      accounting
                        
                        
                        15,500
                        
                        
                        
                        15,000Accrued
      interest
                        
                        
                        128,915
                        
                        
                        
                        104,593$
                        176,080
                        
                        
                        $
                        143,418
  Income
taxes
 
 The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
 
 The
Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes." Deferred taxes are provided on the liability method whereby
deferred tax assets are recognized for deductible temporary differences, and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.  For the years ended
March 31, 2008 and 2007, such differences were insignificant.
 
 14
 
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Stock-based
compensation
 
 The
Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
No. 123R”), under the modified-prospective transition method on
January 1, 2006. SFAS No. 123R requires companies to measure and
recognize the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value. Share-based compensation
recognized under the modified-prospective transition method of SFAS
No. 123R includes share-based compensation based on the grant-date fair
value determined in accordance with the original provisions of SFAS
No. 123, Accounting for Stock-Based Compensation, for all share-based
payments granted prior to and not yet vested as of January 1, 2006 and
share-based compensation based on the grant-date fair-value determined in
accordance with SFAS No. 123R for all share-based payments granted after
January 1, 2006. SFAS No. 123R eliminates the ability to account for
the award of these instruments under the intrinsic value method prescribed by
Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock
Issued to Employees, and allowed under the original provisions of SFAS
No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted
for our stock option plans using the intrinsic value method in accordance with
the provisions of APB Opinion No. 25 and related interpretations. The
company did not have any options or warrants outstanding as at March 2008 and
2007.
 
 Fair
value of financial instruments
 
 Statement
of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair values
of financial instruments. The carrying amounts reported in the statements of
financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.
 
 Basic and
Diluted Earnings Per Share
 
 Earnings per share is calculated
in accordance with the Statement of financial accounting standards No. 128 (SFAS
No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles
Board Opinion No.15 (APB 15). Net loss per share for all periods presented has
been restated to reflect the adoption of SFAS No. 128. Basic net loss per share
is based upon the weighted average number of common shares outstanding. Diluted
net loss per share is based on the assumption that all dilutive convertible
shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
  15
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Revenue
Recognition
 
 The
Company's revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectibility is reasonably assured.
 
 Issuance
of shares for service
 
 The
Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable.
 
 Segment
Reporting
 
 Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131 has no effect on the Company’s financial statements as substantially all of
the Company's operations are conducted in one industry segment.
 
 Reclassifications
 
 Certain
comparative amounts have been reclassified to conform with the current year's
presentation.
 
 Recent
Pronouncements
 
 In
September 2006, FASB issued SFAS No. 157 “Fair Value Measurements”. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, FASB having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. Management believes that
this Statement will not have a significant impact on the consolidated financial
statements.
  16
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 In September 2006, FASB issued SFAS No. 158 “Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans - an amendment of
FASB Statements No. 87, 88, 106, and 132(R)”. This Statement improves financial
reporting by requiring an employer to recognize the over funded or under funded
status of a defined benefit postretirement plan (other than a multiemployer
plan) as an asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity or changes in unrestricted net
assets of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of
this Statement in preparing those financial statements:
  a)
                  A
      brief description of the provisions of this Statement;b)
                  The
      date that adoption is required; andc)
                  The
      date the employer plans to adopt the recognition provisions of this
      Statement, if earlier.
  The
requirement to measure plan assets and benefit obligations as of the date of the
employer’s fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. We are currently evaluating the
effect of this pronouncement on our consolidated financial
statements.
  In
February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. This Statement allows entities to choose, at
specified election dates, to measure eligible financial assets and liabilities
at fair value that are not otherwise required to be measured at fair value. If a
company elects the fair value option for an eligible item, changes in that
item's fair value in subsequent reporting periods must be recognized in current
earnings. SFAS No. 159 also establishes presentation and disclosure requirements
designed to draw comparison between entities that elect different measurement
attributes for similar assets and liabilities. Management does not believe SFAS
No. 159 will have a material impact on our consolidated financial position,
results of operations or cash flows, as the Company has elected not to apply the
fair value option for any of its eligible financial instruments and other
items.
   17
 
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling (minority) interest in
a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Based on current conditions, management does not expect the adoption of
SFAS No. 160 to have a significant impact on the Company’s results of operations
or financial position.
  In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, “Business Combinations”. This Statement retains
the fundamental requirements in SFAS No. 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Management does not expect the
adoption of SFAS No. 141(R) to have a significant impact on its financial
position or results of operations.
  In March
2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and
Hedging Activities”. The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance, and cash flows. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The Standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under SFAS No.
133; and how derivative instruments and related hedged items affect its
financial position, financial performance, and cash flows. SFAS No. 161 achieves
these improvements by requiring disclosure of the fair values of derivative
instruments and their gains and losses in a tabular format. It also provides
more information about an entity’s liquidity by requiring disclosure of
derivative features that are credit risk-related. Management does not expect
this Statement to have an impact on its financial condition or results of
operations.
  In May of
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. We do not believe this pronouncement will impact our financial
statements.
  18
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
  In May of
2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60”. The scope of the
statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. We do not believe this pronouncement will impact our
financial statements.
  NOTE
      3
                UNCERTAINTY
      OF ABILITY TO CONTINUE AS A GOING
CONCERN
 
 The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has incurred significant losses and
has an accumulated deficit of $1,927,465 and $1,717,513 at March 31, 2008 and
2007, respectively.  The Company incurred net losses of $119,527 and
$130,344 for the years ended March 31, 2008 and 2007, respectively.
 
 In view
of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheets is dependent
upon continued operations of the Company, which in turn is dependent upon the
Company’s ability to raise additional capital, obtain financing and to succeed
in its future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
 
 Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern.  The Company is actively
pursuing additional funding and potential merger or acquisition candidates and
strategic partners, which would enhance stockholders’ investment. Management
believes that the above actions will allow the Company to continue operations
through the next fiscal year.
  NOTE
      4
                NOTES
      PAYABLE
 
 Five
      notes payable with various unrelated individuals.  The notes are
      due upon 90 days written notice from the individuals.  The notes
      are unsecured, with interest ranging from 6% to 12% payable
      quarterly.  The notes have been outstanding since
      1990.  Interest expense for the year ended March 31, 2008 and
      2007 was $2,640 and $2,640.
                  
                  $27,000
  19
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
  NOTE
      5
                RELATED
      ENTITIES TRANSACTIONS
 
 George
Morris is the chairman of the Board of directors of the Company.  As
of March 31, 2008, Mr. Morris’ beneficial ownership percentages of related
companies’ common stock is as follows:
 
 Internet
      Infinity, Inc. (The Company)
                        
                        85.06%Morris
      & Associates, Inc.
                        
                        71.30%Morris
      Business Development Company
                        
                        82.87%Apple
      Realty, Inc.
                        
                        100.00%L&M
      Media, Inc.
                        
                        100.00%
 
 Notes
Payable to:
 3-31-08
                                        3-31-07Anna
      Moras (mother of the chairman of the Company), with interest at 6% per
      annum, due upon 90 days written notice. Interest expense for the years
      ended March 31, 2008 and 2007 on this note are $1,823 and $1,718,
      respectively.
                                        $14,652
                                        $14,652Apple
      Realty, Inc. (related through common ownership), secured by assets of III,
      past due and payable upon demand. Interest shall accrue at 6% per annum.
      This note is in connection with consulting fees and office expenses owed.
      Interest expense on this note for the years ended March 31, 2008 and 2007
      are $19,757 and $18,337 respectively.
                                        $244,396
                                        $239,596L&M
      Media, Inc. (related through common officer) - Accounts payable for
      purchases, converted in to a Note the three month period ended June 30,
      2004. The Note is due on demand, unsecured and interest shall accrue at 6%
      per annum. Interest expense on this note for the years ended March 31,
      2008 and 2007 are $2,743 and $2,585 respectively.
                                        $35,755
                                        $35,755Total
      notes payable - related parties
                                        $294,803
                                        $290,003
 
 
 The
Company has a payable to officer as of March 31, 2008 and March 31, 2007 as
follows:
 
 3-31-08
                        3-31-07Unsecured
      miscellaneous payable upon demand to George Morris, with interest at 6%
      per annum, with monthly installments of $3,000 beginning June 30, 2000 and
      paid as available.  George Morris is the chairman of the
      Company. The Company has not made any principle payments to George Morris
      and is in default of this note.
                        Current
                        
                        $133,211
                        $92,473
   20
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
  Note
      payable – Officer
                    Unsecured
      note payable upon demand to George Morris, with interest at 6% per annum.
      The Company has not made any principle payments to George Morris and is in
      default of this note
                  Current
                  
                  $63,433
                  $63,433Interest
      payable – Officer
                  Current
                  
                  $26,024
                  $15,032$222,668
                  $170,939
 
 On
December 29, 2006, the company issued 10,000,000 shares to L&M Media, Inc.,
in exchange of cash of $28,000 and $222,000 owed to George Morris, chairman of
the board of directors, chief financial officer, and controlling shareholder of
the Company.
 
 The
Company settled a balance due to a party related through common shareholder and
officer of the Company amounting $90,426 and recognized a gain from settlement
for the same amount during the year ended March 31, 2006.
 
 The
Company utilizes office space, telephone and utilities provided by Apple Realty,
Inc. at estimated fair market values, as follows:
 
 Monthly
                        
                        
                        AnnuallyRent
                        
                        $
                        100
                        
                        
                        $
                        1,200Telephone
                        
                        
                        100
                        
                        
                        
                        1,200Utilities
                        
                        
                        100
                        
                        
                        
                        1,200Office
      Expense
                        
                        
                        100
                        
                        
                        
                        1,200$
                        400
                        
                        
                        $
                        4,800
 
 The
Company has a month-to-month agreements with Apple Realty, Inc. for a total
monthly fee of $400 for the above expenses.
 
 The
Company paid $6,200 consulting fees to parties related through common
shareholder and officer of the Company.
 
 During
the fiscal quarter ended March 31, 2008, the Company’s officers and directors
did not charge for their services. Such contributed services were recorded as
capital contribution in the amount of $3,667 as of March 31, 2008, which was
determined based on the fair value of the services provided.
 
 21
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 NOTE
      6
                CONCENTRATIONS
      OF CREDIT RISK
 
 For the
fiscal year ended March 31, 2008 and March 31, 2007, the Company has one vendor,
a party related through common officer and shareholder, who represents 100% of
total purchases. Accounts payable balance outstanding as of March 31, 2008 for
this supplier was $0.
  NOTE
      7
                INCOME
      TAXES
 
 No
provision was made for federal income tax for the year ended March 31, 2008 and
2007, since the Company had significant net operating loss. The net operating
loss carryforwards may be used to reduce taxable income through the year 2027.
The availability of the Company’s net operating loss carryforwards are subject
to limitation if there is a 50% or more positive change in the ownership of the
Company’s stock. The provision for income taxes consists of the state minimum
tax imposed on corporations.
 
 The net
operating loss carryforward for federal and state income tax purposes of
approximately $1,255,507 and $1,135,530 as of March 31, 2008 and 2007,
respectively
 
 The
Company has recorded a 100% valuation allowance for the deferred tax asset due
to the uncertainty of its realization.
 
 The
components of the net deferred tax asset are summarized below:
 
 03-31-2008
                            
                            
                            
                            03-31-2007Deferred
      tax asset – net operating loss
                            
                            $
                            501,995
                            
                            
                            $
                            454,185Less
      valuation allowance
                            
                            
                            (501,995
                            )
                            
                            
                            (454,185
                            )Net
      deferred tax asset
                            
                            $
                            -
                            
                            
                            $
                            -
 
 The
following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Statement of
Operations:
  March
      31, 2008
                                                        
                                                        
                                                        March
      31, 2007Tax
      expense (credit) at statutory rate-federal
                                                        
                                                        
                                                        (34
                                                        )%
                                                        
                                                        
                                                        
                                                        (34
                                                        )%State
      tax expense net of federal tax
                                                        
                                                        
                                                        (6
                                                        )
                                                        
                                                        
                                                        
                                                        (6
                                                        )Changes
      in valuation allowance
                                                        
                                                        
                                                        40
                                                        
                                                        
                                                        
                                                        
                                                        40Tax
      expense at actual rate
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        
                                                        -
  22
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
  Income
tax expense consisted of the following:
 
 2008
                              
                              
                              2007Current
      tax expense:Federal
                              
                              $
                              -
                              
                              
                              $
                              -State
                              
                              
                              800
                              
                              
                              
                              800Total
      current
                              
                              $
                              800
                              
                              
                              $
                              800Deferred
      tax credit:Federal
                              
                              $
                              40,639
                              
                              
                              $
                              44,317State
                              
                              
                              7,172
                              
                              
                              
                              7,821Total
      deferred
                              
                              $
                              47,811
                              
                              
                              $
                              52,138Less:
      valuation allowance
                              
                              
                              (47,811
                              )
                              
                              
                              (52,138
                              )Net
      deferred tax credit
                              
                              
                              -
                              
                              
                              
                              -Tax
      expense
                              
                              $
                              800
                              
                              
                              $
                              800
 
 
 NOTE
      8
                STOCK
      OPTIONS
 
 The
Company’s 1996 stock option plan provides that incentive stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price of
up to 110% of market price at the date of grant.  Generally, options
are exercisable one or two years from the date of grant and expire three to ten
years from the date of grant.
 
 For the
years ended March 31, 2008 and 2007, the Company granted no
options.
  NOTE
      9
                RECLASSIFICATION
 
 During
fiscal year ended March 31, 2006 the Company recorded a portion of the
settlement of a related party debt as other income rather than as paid in
capital. The Company has corrected this error retroactively on March 31, 2006.
Due to that fact the amount has been reclassified, in the accompanying financial
statements as paid in capital instead of retained earnings as on April 1,
2006.
 
 23
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 NOTE
      10
                ISSUANCE
      OF REVISED RELATED PARTY NOTE
 
 On
October 4, 2007 the directors authorized and directed the Registrant’s officers
to exchange an existing Note of the Registrant (for $240,796 and 6 percent
interest due June 30, 2008) for a new note, identical in its terms and
provisions except for the added provision that the holder of the note, at any
time prior to its expiration, could convert the note into 12,039,800 shares of
the Registrant’s common stock.   The shares were
valued
 and the
beneficial conversion feature was nil.
 24


ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





During the two most recent fiscal years
or any later interim period, our principal independent accountant has not
resigned, declined to stand for reelection of been dismissed.





ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES.





Evaluation of disclosure controls and
procedures.   The Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of the end of the period covered by this report.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective and are designed to provide reasonable assurances that the information
the Company is required to disclose in the reports it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time period required by the Commission's rules and
forms.  Further, the Company’s officers concluded that its disclosure
controls and procedures are also effective to ensure that information required
to be disclosed in the reports that it files or submits under the Exchange Act
is accumulated and communicated to its management, including its chief executive
officer and chief financial officer, to allow timely decisions regarding
required disclosure.  There were no significant changes in the
Company's internal control over financial reporting during the period covered by
this report that have materially affected, or are reasonably likely to
materially affect our internal controls over financial reporting.





Internal control over financial
reporting.





Management’s annual report
on internal control over financial reporting.  The registrant’s
management recognizes its responsibility for establishing and maintaining
adequate internal control over financial reporting for the
registrant.  Currently, the registrant is operating as a caretaker
entity, keeping the corporation alive and in good standing with the
Commission.  All debit and credit transactions with the company’s bank
accounts are reviewed by the officers as well as all communications with the
company’s creditors.  The directors meet frequently – as often as
weekly – to discuss and review the financial status of the company and all
developments regarding its search for a reverse merger partner.  All
filings of reports with the Commission are reviewed before filing by all
directors.





Management assesses the company’s
control over financial reporting at the end of its most recent fiscal year to be
effective.  It detects no material weaknesses in the company’s
internal control over financial reporting.





This annual report does not include an
attestation report of the company’s registered public accounting firm regarding
internal control over financial reporting.  Management’s report was
not subject to attestation by the company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management’s report in this annual
report.





25


There has been no change in our
internal control over financial reporting identified in connection with the
evaluation required by Commission rules that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





ITEM
      9B.
            OTHER
      INFORMATION.





There is no information that was
required to be disclosed on Form 8-K during the fourth quarter of FY 2008 that
was not reported.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT





Internet Infinity's directors, officers
and significant employees occupying executive officer positions, their ages as
of March 31, 2008, the directors' terms of office and the period each director
has served are set forth in the following table:







Person
                Positions and Officers
                Since
                ExpiresGeorge
      Morris, 69
                Chairman
      of the Board of Directors - President and
                  Chief
      Financial Officer
                1996
                2009Roger
      Casas, 59
                Director
                  CEO
                1999
                  2004
                2009
                  2009Shirlene
      Bradshaw, 68
                Director
                  Business
      Manager
                1999
                2009




GEORGE
MORRIS, Ph.D.  Dr. Morris has
been the Chairman of the Board of Directors, principal shareholder, Vice
President and Secretary of Internet Infinity since Internet Infinity went public
in 1996.  George Morris has also been the Chairman and Vice President
of Apple Realty, Inc. doing business as Hollywood Riviera Studios since 1974 and
the Chairman of the Board of Directors of L&M Media, Inc. since
1990.  Dr. Morris is also the Founder and has been the President,
Chairman of the Board of Directors and principal of Morris Financial, Inc., a
NASD member broker-dealer firm, since its inception in 1987.  He has
been active in designing, negotiation and acquiring all equipment, facilities
and systems for manufacturing, accounting and operations of Internet Infinity
and its affiliates.  Morris has produced over 20 computer training
programs in video and interactive hypertext multimedia CD-ROM versions, as well
as negotiating Internet Infinity's and its affiliate distribution and licensing
agreements.  Dr. Morris earned a Bachelor of Business Administration
and Masters of Business Administration from the University of Toledo, and a
Ph.D.  (Doctorate) in Marketing and Finance and Educational Psychology
from the University of Texas. Prior to founding Internet Infinity and its
Affiliates, Dr. Morris had 20 years of academic experience as a professor of
Management, Marketing, Finance and Real Estate at the University of Southern
California (1969- 1971) and the California State University (1971-
1999).  During this period Dr. Morris served a Department Chairman for
the Management and Marketing Departments.  Morris has since retired
from full time teaching at the University.  Dr. Morris was the West
Coast Regional Director of the American Society for Training and Development, a
Director of the South Bay Business Roundtable and a speaker on a number of
topics relating to business, training and education.  Morris has
created or been directly involved in the design, writing and development of
numerous Internet web sites for Internet Infinity, blank video, Greg Norman,
Northwestern University, etc.  He most recently taught University
courses about Internet Marketing for domestic and foreign markets and Sales
Force Management.





26


ROGER
CASAS.  Mr. Casas has
been a Member of the Board of Directors since 1998, Vice President of Operations
since Internet Infinity went public in 1996 and CEO and President since
2004.  Roger has managed production, personnel, helped coordinate
marketing efforts and managed packaging, printing and shipping on a daily
basis.  Prior to joining Internet Infinity, Mr. Casas was a computer
software marketing manager at More Media in 1987 and a Financial Consultant for
Stonehill Financial in Bel Air, California from 1986 to1987, an Account
Executive for Shearson Lehman Brothers in Rolling Hills, California and Dean
Witter Reynolds in Torrance, California from 1982 to 1986, and the owner and
operator of the Hillside restaurant in Torrance, California from 1978 to
1982.  Mr. Casas earned a Bachelor of Science in Business
Administration, from Ashland University in Ashland, Oregon, along with a
Bachelor of Art in Marketing and Psychology.  Mr. Casas holds Series
22 and 7 licenses with the National Association of Securities Dealers, Inc. and
is a registered representative with Morris Financial.





SHIRLENE
BRADSHAW.  Ms. Bradshaw has
been a Member of the Board of Directors since 1999 and Internet Infinity
Business Manager since 1997.  She has managed accounting including,
receivable and payable processing and helped coordinate the supplier
relationship with the Apple Media Corporation supplier.   She was
the Business Manager for More Media, a provider of consumer special interest
training programs and a predecessor company of Morris & Associates, Inc. for
over six years from 1992-1998.  She had extensive experience in office
management and accounting before joining Internet Infinity.





Conflicts of
Interest





The
officers and directors of the company will not devote more than a portion of
their time to the affairs of the company. There will be occasions when the time
requirements of the company's business conflict with the demands of their other
business and investment activities. Such conflicts may require that the company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the company.





27


The officers and directors of the
company may be directors or principal shareholders of other companies and,
therefore, could face conflicts of interest with respect to potential
acquisitions. In addition, officers and directors of the company may in the
future participate in business ventures, which could be deemed to compete
directly with the company. Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the company's officers or
directors are involved in the management of any firm with which the company
transacts business. The company's board of directors has adopted a policy that
the Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers or directors, or in which they or their family
members own or hold a controlling ownership interest. Although the board of
directors could elect to change this policy, the board of directors has no
present intention to do so. In addition, if the company and other companies with
which the company's officers and directors are affiliated both desire to take
advantage of a potential business opportunity, then the board of directors has
agreed that said opportunity should be available to each such company in the
order in which such companies registered or became current in the filing of
annual reports under the '34 Act.





The
company's officers and directors may actively negotiate or otherwise consent to
the purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium over the initial cost of such shares may be paid by
the purchaser in conjunction with any sale of shares by the company's officers
and directors which is made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to the company's officers and directors to acquire their shares creates a
potential conflict of interest for them in satisfying their fiduciary duties to
the company and its other shareholders. Even though such a sale could result in
a substantial profit to them, they would be legally required to make the
decision based upon the best interests of the company and the company's other
shareholders, rather than their own personal pecuniary benefit.





No
executive officer, director, person nominated to become a director, promoter or
control person of our company has been involved in legal proceedings during the
last five years such as





•
            bankruptcy,





•
            criminal
      proceedings (excluding traffic violations and other minor offenses),
      or





•
            proceedings
      permanently or temporarily enjoining, barring, suspending or otherwise
      limiting his involvement in any type of business, securities or banking
      activities.





•
            Nor
      has any such person been found by a court of competent jurisdiction in a
      civil action, or the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law.




None of the directors holds any
directorships in any company with a class of securities registered under the
Exchange Act or subject to the reporting requirements of section 15(d) of such
Act or any company registered as an investment company under the Investment
Company Act of 1940.





28


Involvement in certain legal
proceedings.  During the past five years, none of the directors
has been involved in any of the following events:





·
            A
      petition under the Federal bankruptcy law or any state insolvency law was
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of such 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 at or within two years before the
      time of such filing;





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





·
            Such
      person 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 from, or otherwise limiting, the
      following activities:





·
            Acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, any other person regulated by the Commodity Futures Trading
      Commission, or an associated person of any of the foregoing, or as an
      investment adviser, underwriter, broker or dealer in securities, or as an
      affiliated person, director or employee of any investment company, bank,
      savings and loan association or insurance company, or engaging in or
      continuing any conduct or practice in connection with such
      activity;





·
            Engaging
      in any type of business practice;
or





·
            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 commodities
laws;





·
            Such
      person 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 in paragraph (f)(3)(i) of this
      section, or to be associated with persons engaged in any such activity;
      or





·
            Such
      person was found by a court of competent jurisdiction in a civil action or
      by the Commission to have violated any Federal or State securities law,
      and the judgment in such civil action or finding by the Commission has not
      been subsequently reversed, suspended, or
  vacated.





·
            Such
      person 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 Future Trading Commission has not been subsequently reversed,
      suspended or vacated.





29


Code of
Ethics.  We have adopted a
Code of Ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions.  A copy of the Code of Ethics is filed
as an exhibit to Form 10-KSB Annual Report for the year ended March 31, 2004
(Exhibit 14 incorporated herein by reference).  We undertake to
provide to any person without charge, upon request, a copy of such code of
ethics.  Such a request may be made by writing to the company at its
address at 413 Avenue G, #1, Redondo Beach, CA 90277.





Corporate
Governance.





Security holder
recommendations of candidates for the board of directors.  Any
shareholder may recommend candidates for the board of directors by writing to
the president of our company the name or names of candidates, their home and
business addresses and telephone numbers, their ages, and their business
experience during at least the last five years.  The recommendation
must be received by the company by March 9 of any year or, alternatively, at
least 60 days before any announced shareholder annual meeting.





Audit
committee.  We have no standing audit committee.  Our
directors perform the functions of an audit committee.  Our limited
operations make unnecessary a standing audit committee, particularly in view of
the fact that we have only three director at present.  None of our
directors is an audit committee financial expert, but the directors have access
to consultants that can provide such expertise when such is needed.





Compliance with Section
16(a) of the Securities Exchange Act.





Based solely upon a review of Forms 3
and 4 furnished to the company under Rule 16a-3(e) of the Securities Exchange
Act during its most recent fiscal year and Forms 5 furnished to the company with
respect to its most recent fiscal year and any written representations received
by the company from persons required to file such forms, the following persons –
either officers, directors or beneficial owners of more than ten percent of any
class of equity of the company registered pursuant to Section 12 of the
Securities Exchange Act – failed to file on a timely basis reports required by
Section 16(a) of the Securities Exchange Act during the most recent fiscal year
or prior fiscal years:




Name
                      No. of Late Reports
                      No.
      of Transactions
                        Not Timely Reported
                      No.
      of Failures
                        to
      File a
                        Required ReportNone
                      0
                      0
                      0




30


ITEM
      11.
            EXECUTIVE
      COMPENSATION.





The following information concerns the
compensation of the named executive officers for each of the last two completed
fiscal years:





SUMMARY COMPENSATION
TABLE





Name
      and Principal Position
                              Year
                              Salary
                              Bonus
                              Common
                                Stock
                                Awards
                              TotalGeorge
      Morris, Chairman, VP and CFO
                              FY
      2008
                              $2,000
                              0
                              0
                              $2,000FY
      2007
                              $2,400
                              0
                              0
                              $2,400





OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END





The following information concerns
unexercised stock options, stock that has not vested, and equity incentive plan
awards for each named officer outstanding at the end of the last fiscal
year:





Option
      Awards
                              
                              Stock
      AwardsName
                              Number
      of
                                Securities
                                Underlying
                                Unexercised
                                Options
      (#)
                                Exercisable
                              Number
      of
                                Securities
                                Underlying
                                Unexercised
                                Options
      (#)
                                Unexercisable
                              Equity
                                Incentive
                                Plan
                                Awards:
                                Number
      of
                                Securities
                                Underlying
                                Unexercised
                                Unearned
                                Options
      (#)
                              Option
                                Exercise
                                Price
                                ($)
                              Option
                                Expiration
                                Date
                              
                              Number
                                of
      Shares
                                or
      Units
                                of
      Stock
                                That
                                Have
      Not
                                Vested
      (#)
                              Market
                                Value
      of
                                Shares
      or
                                Units
      of
                                Stock
                                That
                                Have
      Not
                                Vested
      ($)
                              Equity
                                Incentive
                                Plan
                                Awards:
                                Number
                                of
                                Unearned
                                Shares,
                                Units
      or
                                Other
                                Rights
                                That
                                Have
      Not
                                Vested
      (#)
                              Equity
                                Incentive
                                Plan
                                Awards:
                                Market
      or
                                Payout
                                Value
      of
                                Unearned
                                Shares,
                                Units
      or
                                Other
                                Rights
                                That
                                Have
      Not
                                Vested
      ($)Morris
                              0
                              0
                              0
                              0
                              0
                              
                              0
                              0
                              0
                              0





Compensation of
Directors





The directors of Internet Infinity
received the following compensation in FY 2008 for their services as
directors.





31


DIRECTOR
COMPENSATION





Name
                      Fees
                        Earned
                        or
      Paid
                        in
      Cash
                        ($)
                      Stock
                        Awards
                        ($)
                      Option
                        Awards
                        ($)
                      Non-Equity
                        Incentive
                        Plan
                        Compensa-
                        tion
      ($)
                      Nonqualified
                        Deferred
                        Compensation
                        Earnings
      ($)
                      All
      Other
                        Compensa-
                        tion
      ($)
                      Total
                        ($)George
      Morris
                      0
                      0
                      0
                      0
                      0
                      0
                      0Roger
      Casas
                      0
                      0
                      0
                      0
                      0
                      0
                      0Shirlene
      Bradshaw
                      0
                      0
                      0
                      0
                      0
                      0
                      0





Directors of the company receive no
compensation for their services as directors.





Stock
Options.





During the last two fiscal years, the
officers and directors of Internet Infinity have received no Stock Options and
no stock options are outstanding.





Equity Compensation
Plans.





We have no equity compensation
plans.





ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT.





The table below sets forth, as of June
19, 2008 the number of shares of common stock of Internet Infinity beneficially
owned by each officer and director of Internet Infinity individually and as a
group, and by each owner of more than five percent of the common
stock.








Percent
      ofNumber
                                                                  
                                                                  OutstandingNameandAddress
                                                                  
                                                                  of Shares
                                                                  
                                                                  SharesApple
      Realty, Inc. andHollywood Riviera
      Studios (1)
                                                                  
                                                                  3,034,482
                                                                  
                                                                  10.6413
      Avenue G, #1Redondo
      Beach, CA 90277George
      Morris, Chairman/CFO
                                                                  
                                                                  24,429,196(2)
                                                                  
                                                                  85.1413
      Avenue G, #1Redondo
      Beach, CA 90277L&M
      Media, Inc. (1)
                                                                  
                                                                  14,535,714
                                                                  
                                                                  50.6413
      Ave G #1Redondo
      Beach, CA 90277                 32
 Roger
      Casas, CEO/President
                                                                  
                                                                  32,000
                                                                  
                                                                  (3)108
      E. 228th
      StCarson,
      CA 90745Shirlene
      Bradshaw, Director
                                                                  
                                                                  30,500
                                                                  
                                                                  (3)1900
      W. Artesia #38Gardena,
      CA 90745Officers
      and Directorsas
      a group (3 persons)
                                                                  
                                                                  24,491,696
                                                                  
                                                                  85.1
































(1)
            The
      shares owned of record by Apple Realty, Inc., Hollywood Riviera Studios
      and L&M Media, Inc. are under the control of George Morris and are
      attributed to him.





(2)
            Mr.
      Morris owns 6,859,000 shares of record and is attributed the shares owned
      by Apple Realty, Inc., Hollywood Riviera Studios and L&M Media, Inc,
      which companies are under Mr. Morris’
control.





(3)
            Less
      than 1 percent.





Changes in
Control





There are no arrangements which may
result in a change in control of the company.





ITEM 13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





Our company is under the control of
George Morris, who controls and is thereby the beneficial owner of85.1 percent of all
outstanding stock of Internet Infinity, Inc.  He has an economic interest in 85.1
percent of all outstanding stock of Internet Infinity, Inc.  The basis
of his control and of his economic interest are set forth in the following
table:





George
Morris





a.
              He
      owns 100 percent of Apple Realty, Inc.,HollywoodRiviera Studios and L&M
      Media, Inc.that
      collectively own 61.2% of Internet
      Infinity,
Inc.











b.
                He
      owns 23.9 percent of Internet Infinity,
      Inc.




Summary
      ofGeorge
      Morris’
      InterestEconomic Interest
                                                      
                                                      Beneficial Interest1.00       
       x       
       .612        
      =
                                                      .612
                                                      
                                                      .6121.00      
        x      
        .239 =
                                                      .239
                                                      
                                                      .239.851
                                                      
                                                      .851
  33





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





Audit Fees.  Our
principal independent accountant billed us, for each of the last two fiscal
years, the following aggregate fees for its professional services rendered for
the audit of our annual financial statements and review of financial statements
included in our Form 10-QSB reports or other services normally provided in
connection with statutory and regulatory filings or engagements for those two
fiscal years:





Fiscal
Year ended March 31,
2008                                                                                     $26,000


Fiscal
Year ended March 31,
2007                                                                                     $24,000





Audit-Related Fees. Our
principal independent accountant billed us, for each of the last two fiscal
years, the following aggregate fees for assurance and related services
reasonably related to the performance of the audit or review of our financial
statements and not reported above under “Audit Fees”:








Fiscal Year ended March 31,
2008                                                                                     $-0-


Fiscal Year ended March 31,
2007                                                                                     $-0-





Tax Fees. Our principal
independent accountant billed us, for each of the last two fiscal years, the
following aggregate fees for professional services rendered for tax compliance,
tax advice and tax planning:





Fiscal Year ended March 31,
2008                                                                                     $-0-


Fiscal Year ended March 31,
2007                                                                                     $-0-





All Other Fees. Our principal
independent accountant billed us, for each of the last two fiscal years, the
following aggregate fees for products and services provided by it, other than
the services reported in the above three categories:





Fiscal Year ended March 31,
2008                                                                                     $-0-


Fiscal Year ended March 31,
2007                                                                                     $-0-





Pre-Approval of Audit and Non-Audit
Services.The Audit Committee charter requires that the committee,
or the directors if there be no committee, pre-approve all audit, review and
attest services and non-audit services before such services are
engaged.





34


ITEM
      15.
            EXHIBITS.





The following exhibits are filed, by
incorporation by reference, as part of this Form 10-K:





Exhibit


Number                                Description of
Exhibit





2
              -
              Certificate
      of Ownership and Merger of Morris & Associates, Inc., a
      California corporation, into Internet Infinity, Inc., a Delaware
      corporation*





3
            -
            Articles
      of Incorporation of Internet Infinity,
Inc.*





3.1
            -
            Amended
      Certificate of Incorporation of Internet Infinity,
  Inc.*







3.2
              -
              Bylaws
      of Internet Infinity,
Inc.*


3.4
            -
            Certificate
      of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
      Nevada corporation++





10.1
              -
              Master
      License and non-exclusive Distribution Agreement between Internet
      Infinity, Inc. and Lord & Morris Productions,
    Inc.*





10.2
              -
              Master
      License and Exclusive Distribution Agreement between L&M Media, Inc.
      and Internet Infinity, Inc.*





10.3
              -
              Master
      License and Exclusive Distribution Agreement between
      Hollywood Riviera Studios and Internet Infinity,
  Inc.*





10.4
              -
              Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**





14
            -
            Code
      of Ethics for CEO and Senior Financial
Officers+




31.1
              -
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




31.2
              -
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




32.1
              -
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




32.2
              -
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.







*Previously
      filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated
      herein.





35


**Previously
filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No. 0-27633
incorporated herein.
  +Previously
filed with Form 10-KSB; Commission File No. 0-27633 incorporated
herein.





++Previously
filed with Form 8-K; Commission File No. 0-27633 incorporated
herein.








36


SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.







DATED:  July
      7, 2009
                  INTERNET
      INFINITY, INC.By:
                  /s/ George
    MorrisGeorge
      Morris, Chief Executive Officer


In accordance with the Exchange Act,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


DATED:  July
      7, 2009
                    /s/ George
    MorrisGeorge
      Morris, Chief Executive Officer




DATED:  July
      7, 2009
              /s/ George
    MorrisGeorge
      Morris, Chief Financial Officer,President
      and Director
  DATED:  July
      7, 2009
            /s/ Shirlene
      BradshawShirlene
      Bradshaw, Director







37




INTERNET
INFINITY, INC.





COMMISSION
FILE NO. 0-27633








INDEX
TO EXHIBITS





AMENDMENT
NO. 2 TO FORM 10-K


FOR
THE YEAR ENDED MARCH 31, 2008











The following exhibits are filed, by
incorporation by reference, as part of this Form 10-K:




Exhibit


Number                                Description of
Exhibit





2
              -
              Certificate
      of Ownership and Merger of Morris & Associates, Inc., a
      California corporation, into Internet Infinity, Inc., a Delaware
      corporation*





3
            -
            Articles
      of Incorporation of Internet Infinity,
Inc.*





3.1
            -
            Amended
      Certificate of Incorporation of Internet Infinity,
  Inc.*




3.2
              -
              Bylaws
      of Internet Infinity,
Inc.*







3.4
            -
            Certificate
      of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
      Nevada corporation++





10.1
              -
              Master
      License and non-exclusive Distribution Agreement between Internet
      Infinity, Inc. and Lord & Morris Productions,
    Inc.*





10.2
              -
              Master
      License and Exclusive Distribution Agreement between L&M Media, Inc.
      and Internet Infinity, Inc.*





10.3
              -
              Master
      License and Exclusive Distribution Agreement between
      Hollywood Riviera Studios and Internet Infinity,
  Inc.*





10.4
              -
              Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**





14
            -
            Code
      of Ethics for CEO and Senior Financial
Officers+




31.1
              -
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




1


31.2
              -
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




32.1
              -
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




32.2
              -
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.







*Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated
herein.




**Previously
filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No. 0-27633
incorporated herein.





+Previously
filed with Form 10-KSB; Commission File No. 0-27633 incorporated
herein.





++Previously
filed with Form 8-K; Commission File No. 0-27633 incorporated
herein.






2