U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-KSB


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


OF THE SECURITIES EXCHANGE ACT OF 1934





FOR THE FISCAL YEAR ENDED MARCH 31, 2004





or





[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





COMMISSION FILE NO. 0-27633





INTERNET INFINITY, INC.


(Name of small business issuer in its charter)





Delaware
95-4679342(state of incorporation)
(IRS Employer I.D. Number)





413 Avenue G, #1


Redondo Beach, CA 90277


(Address of principal executive offices)





Issuer's telephone number: 310-318-2244





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





Title of each class: None.





Name of each exchange on which registered: None.





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





Common Stock $0.001 par value


(Title of class)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]





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











State issuer's revenues for its most recent fiscal year: $333,007.





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity of $0.075, as of July 7, 2004.





State the number of shares outstanding of each of the issuer's classes of common equity, as of July 6, 2004: 18,718,780 shares of Common Stock, $0.001 par value.





DOCUMENTS INCORPORATED BY REFERENCE





If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (3) 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 list 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


PageItem 1
Description of Business
1Business of Internet Infinity
3Products
3Suppliers and Sub-Contractors
3Distribution Methods
4Competition
4Advertising and Promotion
4Dependence on Major Customers
4Patents, Trademarks and Licenses
4Government Approval and Regulations
4Research and Development
4Cost of Compliance with Environmental Laws
5Seasonality
5Employees
5New Products and Services
5Item 2
Description of Properties
5Item 3
Legal Proceedings
5Item 4
Submission of Matters to a Vote of Security Holders
5Item 5
Market for Common Equity and Related Stockholder Matters
6Item 6
Managements Discussion and Analysis or Plan of Operation
7Results of Operations
7Off-Balance Sheet Arrangements
10Item 7
Financial Statements
10Item 8
Changes in and Disagreements with Accountants on Accountingand Financial Disclosure
31Item 8A
Controls and Procedures
31Item 9
Directors, Executive Officers, Promoters and Control Persons;Compliance with Section 16(a) of the Exchange Act
32Audit Committee and Audit Committee Financial Expert
33Code of Ethics
33Compliance with Section 16(a) of the Exchange Act
34





iii




Item 10
Executive Compensation
34Item 11
Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters
35Item 12
Certain Relationships and Related Transactions
36Item 13
Exhibits and Reports on Form 8-K
37(a)      Exhibits
37(b)      Reports on Form 8-K
39Item 14
Principal Accountant Fees and Services
39Signatures

40














iv




PART I





ITEM 1.  DESCRIPTION OF BUSINESS.





DESCRIPTION OF BUSINESS





Internet Infinity, Inc. (the "Company") was incorporated on October 27, 1995 in the State of Delaware. We raised $375,000 under Rule 504 in a non-registered public offering of our common stock during the period August 1996 through July 1997. We 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. However, by late 1996 we began experiencing significant product returns from our software sales. Sams Club returned $237,000 of a $257,000 single order of a new Internet Access program. Sams Club reason for the return was a lack of retail sales for this type of product caused by competitors' low- or free-of-cost browser and other Internet utility programs. By early 1997 our software sales were slipping toward zero and Internet Infinity had to find an alternative revenue opportunity to survive.





We first 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. We had experience with videotape duplication and CD-ROM from prior sales of our special interest video programs and Internet software programs. In addition, the growing digital media market offered compatible alternative electronic media opportunities to Internet Infinity. One of Internet Infinitys early software packages for the retail market included a combination of CD and access to the Internet. The 70-year-old owner of Video Magnetics had primarily sold, to small local companies, video tape duplication services, CD-ROM duplication services, new low quality and used blank video tapes, video tape packaging supplies and used video tape duplication equipment. In December 1996, the owner of Video Magnetics said he wanted to get rid of the business and retire as soon as possible. He advised Internet Infinity that he believed a new owner would not want to continue the distribution arrangement Video Magnetics had with Internet Infinity. Therefore, the only way to guarantee Internet Infinity's right to distribute the products and retain the existing customer base that came from Video Magnetics was to acquire Video Magnetics. Accordingly, George Morris, our chief executive officer and the controlling shareholder of our company, through another company, L&M Media, Inc., in which he has had over a 51 percent ownership for over ten years, bought Video Magnetics' business in early 1997. If Morris had not acquired Video Magnetics, the sales to existing Video Magnetics customers that had been turned over by Video Magnetics to Internet Infinity and the availability of Video Magnetics' low-cost, in-house manufacturing facilities would probably have been lost to any other new owner of Video Magnetics.





On December 1, 1998, Apple Media Corporation, a wholly owned subsidiary of L&M Media, Inc., assumed all responsibility for business operations of the former Video Magnetics, Inc. Apple Media focused on the manufacturing and duplication of video, CD and related products.





1




Apple Media Corporation was the major supplier of products to Internet Infinity and its subsidiaries. It provided blank video, video packaging supplies and duplication of video and CD Media on credit terms as needed by Internet Infinity and its subsidiaries.





At the time we acquired Video Magnetics we also added to the Internet Infinity business the distribution of better quality blank videotapes, recordable compact discs (CDRs) and pre-recorded video programs on numerous subjects. L&M Media, Inc. and its wholly owned subsidiary Apple Media Corporation sourced new suppliers of electronic media materials and components at the annual industry Replitech Exposition and through the industry trade publication Tape & Disk Business. The licensed pre-recorded video programs are owned by L&M Media, Inc., an affiliated company 51 percent owned by George Morris, and are sold through Morris & Associates, another wholly-owned subsidiary. Internet Infinity contacted school distributors by telephone to offer these licensed programs. Program subjects included "how-to" for various sports, cooking, home and auto repair, lawn and garden, crafts, business success and computer software training.





In July 1997 we had started to accumulate the distribution rights to twenty-five Health and Medical video programs owned by L&M Media, Inc., which is 51 percent owned by George Morris, the controlling shareholder and officer and director of Internet Infinity. Acquiring distribution rights from L&M Media for the first five programs in July 1997 was a starting point for Internet Infinity to work with the business possibilities of developing an on-line Internet health and medical library. In order, to control the rights to all the programs available from L&M Media and stop L&M Media from granting the distribution rights to another company. Internet Infinity agreed to acquire the distribution rights from L&M Media for the remaining twenty completed health and medical programs in February 1998. In early 1999 we purchased, from L&M Media and from Hollywood Riviera Studio, the distribution rights to five video modules on Personal and Sales Skill Development. The five modules of the Personal and Sales Skill Development are: The need/benefit approach to making friends and selling more, Identifying the problem, Developing the need, Dealing with doubts and objections, Closing for the order. Hollywood Riviera Studios is the "d/b/a" of Apple Realty, Inc., which is 100 percent owned by George Morris, the controlling shareholder and principal officer and director of Internet Infinity. The marketing of the Health and Medical video and Personal and Sales Skill Development was delayed until a suitable and profitable use could be located with a partner. Ideally, a partner would have an interest in preparing and selling short one to five minute video segments as content for traffic building on web sites. At that time, no such use or partner had been identified for the programs. However, Internet Infinity had retained a part-time consultant to work with the development of the Health and Medical library.





The first "Internet Infinity Business to Business" web site www.mlmhub.com was launched in March 2000 but promotion of the site had been delayed due a lack of funding. The plan was to begin sales of our electronic media training products with a partner company. The possibility of finding such a partner was unknown. This new business-to-business site would have focused on persons with an interest in the direct selling profession. It included a direct selling store with business success books, audio tape programs, videotape programs, blank videotape and CD, and videotape duplication services. In addition, the MLMHUB site was to provide information gathered from news media and research for the visitor interested in direct selling. The funding to expand and promote this site was to come from the operating revenues of Internet Infinity and from loans of approximately $20,000 from George Morris, the President of Internet Infinity.





2




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. Also, the sales of pre-recorded programs through its wholly owned subsidiary Morris & Associates, Inc. is expected to decline to under $50,000 for the fiscal year 2005.





As of March 2002, revenue growth plans for Internet Infinity were cancelled due to a lack of funding. However, research is being conducted in the area of single person internet matching services. In addition, a private 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.





Business of Internet Infinity





Internet Infinity





- distributes blank media.




Products





We have one principal product:





- blank video tape.

blank video tape.


Suppliers and Sub-Contractors





As of April 1, 2002, blank video tape product is provided by an independent supplier, Pac Max Corporation of Brea California. We receive orders by telephone and Pac-Max drop ships and sends our invoice. We are billed for the shipment at a cost negotiated for the order by our one salesperson. Office space, reception, telephone and utilities are provided at no cost to our company as part of the services provided to our affiliate company Electronic Media Central Corporation. Electronic Media Central pays $2,600 per month to Pac-Max for office space, reception, telephone and utilities.





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 are helping the company develop and implement a strategy for possible merger and acquisition activity by Internet Infinity.





3





Distribution Methods





We distribute our products through an in-house employee working the telephone, fax, mail and the Internet. Shipments are made throughout the United States with a majority in California.





Our sales representative employee is paid on a salary plus an incentive bonus based on the gross profit generated each month. The sales representative is responsible for managing his account orders and customer service.





Competition








The electronic blank media 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 blank media business.





Dependence on Major Customers





With only one large customer at $333,007 sales for fiscal 2004, our company will most likely discontinue all sales operations for blank video tape with the loss of this customer in the fiscal year 2005. 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.





4





Cost of Compliance with Environmental Laws





There are no environmental laws that impact any of our operations of marketing and distributing electronic duplication and blank 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.  DESCRIPTION OF PROPERTIES





Our one part-time sales person does not require any measurable office space or utilities for the blank video tape sales operation. With the discontinuing sales of blank video tape, no facilities will be needed. Storage of our records and accounting documents will be provided at no charge by George Morris.





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.





No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.





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





None.





5





PART II





ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





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.





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





High
Low2003
1st Qtr.
0.1500
0.04002nd Qtr.
0.0500
0.01003rd Qtr.
0.0200
0.01004th Qtr.
0.0200
0.01002004
1st Qtr.
0.02
0.0152nd Qtr.
0.015
0.0153rd Qtr.
0.03
0.0154th Qtr.
0.03
0.025





On July 6, 2004 there were 18,718,780 shares of common stock outstanding. There were 220,000 shares subject to outstanding options. No shares are subject to securities convertible into such shares of stock.





Holders . On July 6, 2004 there were approximately 41 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.





During the past three fiscal years, Internet Infinity sold 8,300,000 shares of our common stock in transactions exempt from registration pursuant to the provisions of Regulation D, Rule 506 of the Securities and Exchange Commission. No underwriters were used to affect the sales. The names of the persons who bought the shares of stock, the dates the shares sold, the number of shares issued, the prices paid in cash or services for the shares and the nature of the consideration received by Internet Infinity are as follows.





6




Person


Date


No. of
Shares
Issued


Price per
Share


Nature of
ConsiderationDavid VanHorn


09-17-01


100,000

$
0.05


(2
)David Golling


09-17-01


10,000

$
0.05


(2
)National Capital


09-17-01


100,000

$
0.05


(2
)Anna Moras


09-17-01


50,000

$
0.05


(2
)Shirlene Bradshaw


09-17-01


20,000

$
0.125


(3
)Roger Casas


09-17-01


20,000

$
0.125


(3
)George Morris


03-03


6,700,000

$
0.014


(1)(4
)Anna Moras


03-03


1,300,000

$
0.014


(1
)





(1)     Reduction of debt owed by Internet Infinity to this person by conversion to shares of stock.





(2)     Suppliers consulting services paid with shares of stock rather than cash.





(3)     Employee exercise of stock option.





(4)     2,000,000 of these shares were issued to Apple Realty, Inc., which is under the control of George Morris.





Internet Infinitys Common Stock presently trades on the OTC Bulletin Board.





ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





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





Results of Operations





The following table presents, as a percentage of sales, certain selected financial data for the two fiscal years ended March 31, 2004 and March 31, 2003.





7




Year Ended 3-312004


2003Sales


100.0
%

100.0
%Cost of sales


62.9


65.6Gross margin


37.1


34.4Selling, general andadministrativeexpenses


97.0


(143.2
)Interest income (expense)


(13.8
)

(10.5
)Net income (loss) beforeincome taxes


(55.6
)

(119.3
)





Sales





Sales increased by $19,412 from $313,595 in the fiscal year ended March 31, 2003 to $333,007 in the fiscal year ended March 31, 2004, an increase of 6 percent. The increase in sales was attributable primarily to an increase of $28,080 in sales of Electronic Media Central from $297,820 in the fiscal year ended 2003 to $325,900 in the fiscal year ended 2004, an increase of 9.4 percent. The Electronic Media Central increase in sales was attributable primarily to an increase in purchases by existing customers caused by a growing economy. We expect Electronic Media Central revenues will continue to increase.





Sales of Morris & Associates, Inc. recorded an increase of $3,711 from $11,775 in the fiscal year ended 2003 to $15,486 in the fiscal year ended 2004, an increase of 31.5 percent. This increase is due primarily to an increase in purchases by existing customers caused by a growing economy. We are planning to discontinue the sales of pre-recorded videos. Morris & Associates, Inc. was selling prerecorded video programs on a non-contract, limited-return basis to retail distributors.





Gross Margin





Gross margin increased by $15,845 from $107,828 in fiscal year 2003 to $123,673 in fiscal year 2004 in dollar amounts but increased from 34.4 percent in fiscal 2003 to 37.1 percent in fiscal 2004 in percentage of sales. The change in gross margin was also attributable to the Electronic Media Central gross margin increase of $20,014 from $97,623 in fiscal year 2003 to $117,637 in fiscal year 2004 in dollar amounts but an increase in percentage of sales from 32.8 percent to 36 percent. This change in gross margin is primarily attributed to the $28,080 increase in Electronic Media Central sales from $297,820 in the fiscal year ended March 31, 2003 to $325,900 in the fiscal year ended March 31, 2004.





Selling, General and Administrative Expense





8




Selling, general and administrative expenses decreased by $125,993 from $448,951, or 143.2 percent of sales in fiscal year 2003, to $322,958, or 97 percent of sales in fiscal year 2004. For Electronic Media Central Corporation, selling, general and administrative expenses allocations decreased by $54,608 from $191,519, or 64.3 percent of sales in fiscal year 2003, to $136,911, or 42 percent of sales in fiscal year 2004. A breakdown of the decreases is:





· Bad debt increased from zero at March 31, 2003 to $1,025 at March 31, 2004.





· Internet Infinity retained as an independent contractor Apple Realty, Inc., d/b/a Morris Group Consultants,


a company owned by George Morris, the controlling shareholder, officer and director of Internet Infinity.


Apple Realty, Inc., d/b/a Morris Group, with its real estate business broker license is helping the company


develop and implement a strategy for possible merger and acquisition. Consulting fee expenses accrued


for the Morris Group were $135,000 in the fiscal year 2004 compared to $240,000 for the fiscal year ended


March 31, 2003, a decrease of $105,000.





· Professional fees including legal and accounting increased from $56,756 for the fiscal year ended March 31,


2003, to $67,298 for the fiscal year ended March 31, 2004,





· Salaries and related expenses were decreased from $71,625 for the fiscal year ended March 31, 2003, to


$69,779 for the fiscal year ended March 31, 2004, due to reduction in sales and management personnel.





Net Profit (Loss)





We had a net loss from operations, after a provision for income taxes, in the fiscal year ended March 31, 2004 of $187,592, or $0.01 a share of our common stock. In the fiscal year ended March 31, 2003 we had a net loss, after a provision for income taxes, of $376,491, or $0.03 a share of common stock. The loss of 120 percent of sales for fiscal year 2003 versus the 56 percent loss for the fiscal year ended 2004 is due primarily to the $135,000 difference in accrued professional fees between 2003 and 2004.





Balance Sheet Items





The net loss of $187,592 for the fiscal year ended March 31, 2004 increased the retained earnings deficit from $1,478,284 on March 31, 2003 to $1,775,876 on March 31, 2004. Our cash position decreased from $11,242 for the fiscal year ended March 31, 2003 to $4,333 for the fiscal year ended March 31, 2004. Accounts receivable net of allowance for doubtful accounts from non affiliates increased from $27,663 at the end of fiscal year 2003 to $34,475 at the end of fiscal year 2004, while inventory remained unchanged at zero for the fiscal year ended March 31, 2003 to zero for the fiscal year ended March 31, 2004.





Liquidity and Outlook





9




We had been able to stay in operation only (1) with the services provided by Apple Media Corporation, a wholly-owned subsidiary of L&M Media, Inc., a supplier of electronic media duplication services, which is under the control of George Morris, the controlling shareholder and principal officer of both Electronic Media Central and Internet Infinity and (2) from the cash flow generated by Electronic Media Central from the sale of electronic media duplication services. Also, George Morris personally advanced funds to Electronic Media Central when needed. George Morris also acquired Video Magnetics, an insolvent electronic media duplication company with his personal cash and proceeded to turn around the situation for the benefit of Electronic Media Central by providing services to sell.





Electronic Media Central management believes that it will not generate sufficient cash flow to support operations during the twelve months ended March 31, 2004. Although sales and expenses should continue to decline with the new supplier Pac-Max and Electronic Media Central should 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 Electronic Media Central and Internet Infinity.





The payment record of our existing customers has been good with low bad-debt losses for over two years from duplication service customers. Accordingly, management believes the risk of non-payment in the future is manageable.





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 servesas credit, liquidity or market risk support to such entity for such assets,
- any obligation, including a contingent obligation, under a contract that would be accounted for as a derivativeinstrument, or
- any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity thatis heldby us 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.

ITEM 7.  FINANCIAL STATEMENTS





Independent Auditors Report
11Combined/Consolidated Balance Sheet March 31, 2004
12Combined/Consolidated Statements of Operations March 31, 2004
13Combined/Consolidated Statements of Stockholders Equity (Deficit)for the Years Ended March 31, 2004 and 2003
14Combined/Consolidated Statements of Cash Flows for the YearsEnded March 31, 2004 and 2003
15Notes to Combined/Consolidated Financial Statements March 31, 2004
18





10




**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To the Stockholders and Board of Directors
 Internet Infinity, Inc., Morris & Associates, Inc. and
 Electronic Media Central Corporation
 
 We have audited the accompanying combined balance sheet of Internet Infinity, Inc. (a Delaware Corporation) Morris & Associates, Inc. (a California Corporation) and Electronic Media Central Corporation (a California Corporation) (collectively the Company) as of March 31, 2004 and the related combined statements of operations, stockholders equity (deficit) and cash flows for the year ended March 31, 2004. These combined financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these combined financial statements based on our audit.
 
 We conducted our audit 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
 In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Internet Infinity, Inc., Morris & Associates, Inc. and Electronic Media Central Corporation as of March 31, 2004 and the results of its operations and its cash flows for the year ended March 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the combined 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 combined financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /s/ Kabani & Company, Inc.
 
 KABANI & COMPANY, INC.
 
 Fountain Valley, California
 June 30, 2004
 
 11


INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND


ELECTRONIC MEDIA CENTRAL CORPORATION


COMBINED BALANCE SHEET


MARCH 31, 2004








**ASSETS**
****CURRENT ASSETS:Cash & cash equivalents

$
4,333Accounts receivable, net of allowance of doubtful accountsof $4,070


34,475$
38,808LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable & accrued expenses

$
150,641Note payable


62,755Note Payable - related parties


430,948Due to officer


234,497Total current liabilities


878,841LONG TERM LIABILITIES:Due to Officer


47,573Total liabilities


926,414STOCKHOLDERS' DEFICITPreferred stock, $.001 par value; 30,000,000 sharesauthorized, none outstanding


-Common stock


32,219Additional paid in capital


739,051Accumulated deficit


(1,665,876
)Total stockholders' deficit


(887,606
)$
38,808





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




12





INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND


ELECTRONIC MEDIA CENTRAL CORPORATION


COMBINED STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED MARCH 31, 2004 AND 2003





2004


2003Revenues

$
333,007

$
313,595Cost of Sales-Purchases


209,334


205,767Gross Profit


123,673


107,828Operating expensesProfessional fees


67,298


56,756Salaries and related expenses


69,779


71,625Consulting fees to related party


135,600


251,050Bad debts (Note 16)


1,025


-Other


49,256


69,520Total operating expenses


322,958


448,951Loss from Operations


(199,285
)

(341,123
)Non-Operating Income (expense):Interest expense


(45,907
)

(32,968
)Gain on settlement of debts-related party


60,000Total other income (expense)


14,093


(32,968
)Loss before income taxes


(185,192
)

(374,091
)Provision for income taxes


2,400


2,400Net loss

$
(187,592
)
$
(376,491
)Basic & diluted weighted average number ofcommon stock outstanding


20,218,780


11,741,931Basic & diluted net loss per share

$
(0.01
)
$
(0.03
)* Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive
securities is anti-dilutive.






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





13




INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 FOR THE YEARS ENDED MARCH 31, 2004 AND 2003








****
****


****


****


****


****


********


****


****


****


****


**Total**Common stock














stockholders'Number of





Additional


Subscription


Accumulated


Equityshares


Amount


paid in capital


receivable


deficit


deficitBalance as of March 31,2002
10,718,780

$
10,719

$
1,016,868

$
(496,821
)
$
(1,034,766
)
$
(504,000
)Unpaid stock subscription reversed
-


-


(385,417
)

496,821


-


111,404Stock dividend (Note 15)
-


-


-


-


(500
)

(500
)Shares issued for relief (Note 8)
8,000,000


8,000


104,000


-


-


112,000Net loss for the year
-


-


-


-


(205,101
)

(205,101
)Balance as of March 31, 2003
18,718,780


18,719


735,451


-


(1,240,367
)

(486,197
)Net loss for the year
-


-


-


-


(188,539
)

(188,539
)Balance as of March 31, 2004
18,718,780

$
18,719

$
735,451

$
-

$
(1,428,906
)
$
(674,736
)


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





14
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 COMBINED STATEMENTS OF CASH LFOWS
 FOR THE YEARS ENDED MARCH 31, 2004 AND 2003
 
   2004


2003CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(187,592
)
$
(376,491
)Adjustments to reconcile net loss to net cash used inoperating activities:Debt incurrent for consulting fees


-


240,000Stock issued for consulting fees


-


1,000Decrease (Increase) in accounts receivable


(6,812
)

17,292(Decrease) in allowance for doubtful accounts


-


(3,300
)Increase in accounts payable and accrued expenses


13,194


32,490Increase (Decrease) in accounts payable payable-related company


892


5,197(Decrease) in income tax payable


-


(1,222
)Net cash used in operating activities


(180,318
)

(85,034
)CASH FLOWS FROM INVESTING ACTIVITIESDecrease in note receivable-related company


-


3,350CASH FLOWS FROM FINANCING ACTIVITIES:Increase in due to officer


53,554


83,857Proceeds from notes payable - related party


119,855


4,200Net cash provided by financing activities


173,409


88,057NET INCREASE ( DECREASE) IN CASH & CASH EQUIVALENTS


(6,909
)

6,373CASH & CASH EQUIVALENTS, BEGINNING BALANCE


11,242


4,869CASH & CASH EQUIVALENTS, ENDING BALANCE

$
4,333

$
11,242SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:Interest paid during the year

$
36,000

$
34,751Taxes paid during the year

$
-

$
3,600





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




15




INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS  NOTE 1ORGANIZATION
 
 Internet Infinity, Inc. (III) 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. They also distribute pre-recorded special interest video programs, internet web site services, and CD authorizing services. III also operates a business-to-business community web site for direct sales professionals.
 
 On April 1, 1998, Morris and Associates, Inc., (M&A) was incorporated in California. M&A (formerly a division of Internet Infinity, Inc.). M&A is licensed to distribute special interest video programming to educational and consumer distributors for health and medical titles, and computer software training including internet information, golf, sports, and home and garden titles.
 
 On April 1, 1998, Electronic Media Central Corporation (EMC) was incorporated in California. EMC was formerly a division of III. EMC is engaged in the sale of blank electronic media such as video tapes and the duplication, replication and packaging of DVDs, CDs, video tapes and audio tapes. EMC and III are owned beneficially by identical stockholders.
 
 In August 2001, III announced plans to spin-off, on a pro-rata basis, EMC, its wholly owned subsidiary, to stockholders of record as of September 18, 2001. In accordance with Accounting Principles Board Opinion (APBO) 23, paragraph 23, the spin-off has been accounted for on a historical basis, as a tax-free distribution. The Company has not requested or received a ruling from the Internal Revenue Service as to whether this distribution qualifies as a non-taxable transaction.
 
 On July 24, 2002, the Directors of Internet Infinity, Inc. approved a distribution to its shareholders, pro rata of 500,000 shares of common stock of Morris & Associates, Inc., a wholly-owned subsidiary of Internet Infinity at the time of distribution. The record date for making the distribution was August 5, 2002. Each shareholder of record at the close of business that date received .048 share of Morris & Associates, Inc. for each share of Internet Infinity held of record at that time. In accordance with APBO 23, paragraph 23, the spin-off has been accounted for on a historical basis, as a tax-free distribution. The Company has not requested or received a ruling from the Internal Revenue Service as to whether this distribution qualifies as a non-taxable transaction.
 
 16INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Combined Financial Statements
 
 The financial statements of III, M&A and EMC are combined because each company is owned beneficially by identical stockholders. All significant intercompany accounts and transactions have been eliminated in the combination.
 
 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. Allowance for doubtful debts amounted to $4,070 as at March 31, 2004.
 
 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.
 
 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:
 
  Accounts payable

$
88,594Accrued taxes


3,855Accrued interest


58,192$
150,641
 
 Income taxes
 
 Deferred taxes are provided for on a liability method for temporary differences between the financial reporting and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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 be realized. For the year ended March 31, 2004, such differences were insignificant.
 17
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 Stock-based compensation
 
 SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, Accounting for stock issued to employees (APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock.
 
 The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Valuation of shares for services is based on the estimated fair market value of the services performed.
 
 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 net loss per share
 
 Net loss 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.
 18
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED 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 combined 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.
 19
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 Recent Pronouncements
 
 On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. FAS 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the statement of financial position. Further, FAS 150 requires disclosure regarding the terms of those instruments and settlement alternatives. FAS 150 affects an entity's classification of the following freestanding instruments: a) Mandatorily redeemable instruments b) Financial instruments to repurchase an entity's own equity instruments c) Financial instruments embodying obligations that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based solely on (i) a fixed monetary amount known at inception or (ii) something other than changes in its own equity instruments d) FAS 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. The guidance in FAS 150 is generally effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. For private companies, mandatorily redeemable financial instruments are subject to the provisions of FAS 150 for the fiscal period beginning after December 15, 2003. The adoption of SFAS No. 150 does not have a material impact on the Companys financial position or results of operations or cash flows.
 
 In December 2003, the Financial Accounting Standards Board (FASB) issued a revised Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). FIN 46R addresses consolidation by business enterprises of variable interest entities and significantly changes the consolidation application of consolidation policies to variable interest entities and, thus improves comparability between enterprises engaged in similar activities when those activities are conducted through variable interest entities. The Company does not hold any variable interest entities.
 
 NOTE 3UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
 
 The Company's combined 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 have a combined accumulated deficit of $1,665,876 at March 31, 2004. The Company has a net losses of $187,592 and a net loss $376,491 in the year ended March 31, 2004 and 2003, 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.
 20
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 NOTE 4SUBSCRIPTION AND ROYALTY AGREEMENTS
 
 III has royalty agreements with two separate related entities.
 
 In July 1997, III entered into an agreement with L&M Media, Inc. for the rights to market pre-recorded health and medical programs. The agreement specifies that the Company shall pay a 15% royalty to L&M Media, Inc. on gross sales for all of these programs sold between April 1, 1998 and March 31, 2002. In consideration for these rights, the Company entered into a stock subscription agreement for 2,267,857 shares of common stock, with a trading value of $375,000 ($0.165 per share).
 
 In January 2000, III entered into an agreement with Apple Realty, Inc. (dba Hollywood Riviera Studios), for the rights to market pre-recorded personal and sales development multimedia success programs. The agreement specifies that the Company shall pay a 20% royalty to Apple Realty, Inc. on gross sales for all of these programs sold between April 1, 1999 and March 31, 2002. In consideration for these rights, the Company entered into a stock subscription agreement for 517,241 shares of common stock, with a trading value of $150,000 ($0.29 per share). In addition, the Company issued 517,241 options at a market price of $0.3135 per share.
 
 During the current fiscal year ended March 31, 2003, the receivable for unpaid stock subscription of $496,821 has been reversed out. The 2,785,098 shares of stock issued remain outstanding at an issuance price of $.04 per share. This balance of $111,402 has been accounted for as paid by an offset against note payable to the related party that received the shares of stock. The remaining unpaid balance of $385,417 has been reversed against additional paid in capital. The Companies involved in the royalty agreement, relating to the stock subscription, have agreed to reduce the price per share to $.04, based on the lack of sales for the product generating the royalties and the decrease in the value of the Companys stock. Management feels the $0.04 per share is the fair market value of the stock.
 
 NOTE 5NOTES PAYABLE
 
 21
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 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, 2004 and 2003 was $2,640.


$ 27,000L&M Media, Inc. (related through common officer)  Accounts payable for purchases, converted in to a Note in the year ended March 31, 2004. The Note is due on demand, unsecured and interest free.


35,755Total notes payable

$
62,755 
 NOTE 6RELATED ENTITIES TRANSACTIONS
 
 George Morris is the President of III. As of March 31, 2003, Mr. Morris beneficial ownership percentages of related companies common stock is as follows:
 
 Internet Infinity, Inc.


52.8
%Electronic Media Central Corporation


56.2
%Morris & Associates, Inc.


66.5
%Apple Realty, Inc.


100.00
%
 22INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS The Company has notes payable to related parties on March 31, 2004 as per follows:
 
 Notes Payable to:Anna Moras (Mother of the president of the Company), with interest at 6% per annum, due upon 90 days written notice. Interest expense for the years ended March 31, 2004 and 2003 on this note are $1,437 and $2,342, respectively.

$
14,652Apple Realty, Inc. (related through common officer), secured by assets of III. Interest shall accrue at 6% per annum, due and payable April 1, 2004. This note is in connection with consulting fees owed. Interest expense on this note for the years ended March 31, 2004 and 2003 are $24,626 and $13,818, respectively.


416,296Total notes payable  related parties

$
430,948
 
 The transactions between these companies during the fiscal years ended March 31, 2004 and 2003 are as follows:
 
 2004


2003III - consulting fees to Apple Realty, Inc.

$
75,000

$
120,000EMC - consulting fees to Apple Realty, Inc.


30,000


60,000M & A - consulting fees to Apple Realty, Inc.


30,000


60,000
 
 The Company utilizes office space, telephone and utilities provided by L&M Media, Inc. at estimated fair market values, as follows:
 
 Monthly


AnnuallyRent

$
846

$
10,150Telephone


846


10,150Utilities


846


10,150$
2,538

$
30,450
 23
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 III, M&A, and EMC have month-to-month agreements with L&M Media, Inc. for a total monthly fee of $2,538 for the above expenses. III and M&A each pay $624 per month. EMC paid $1,800 per month for the first quarter, $1,950 per month for last three quarters.
 
 For the six month period ended September 30, 2003, $30,000 in consulting fees was accrued as payable to Apple Realty, Inc. by EMC. Per an agreement between III, EMC and Apple Realty, Inc., the consulting arrangement was terminated effective, September 30, 2003 and an amount of $60,000 was written off from the outstanding balance owed to Apple Realty, Inc. The amount written off ($60,000) has been reflected as gain on settlement of debt in the accompanying financial statements.
 
 NOTE 7DUE TO OFFICER
 
 Due to officer on March 31, 2004 was as per follows:
 
 Unsecured note payable to George Morris, with interest at 6% per annum, with monthly installments of $3,000 beginning June 30, 2000. George Morris is the President of III. The Company has not made any principle payments to George Morris.


$ 282,070Less Current Portion


234,497Long-Term Portion

$
47,573
 
 Maturities of due to officer are as follows:
 
 For the year ending March 31,


Classification


AmountInterest payable


Current

$
60,4972004


Current


138,0002005


Current


36,0002006


Long-term


36,0002007


Long-term


11,573$
282,070


24

INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS Interest charged to expenses for the years ended March 31, 2004 and 2003, on the above note were $ 15,571 and $14,168, respectively.
 
 NOTE 8STOCKHOLDERS EQUITY (DEFICIT)
 
 In March 2003, III issued 8,000,000 shares of common stock for relief of debt as follows:
 
 
 Shares


Value


Price Per ShareGeorge Morris


4,700,000

$
65,800

$
0.014Anna Moras


1,300,000


18,200


0.014Apple Realty, Inc.


2,000,000


28,000


0.0148,000,000

$
112,000 
 In June 2002, EMC issued 50,000 shares of common stock at par value to employees as a bonus. The $1,000 is included in consulting and legal expense.
 
 In March 2003, EMC issued 450,000 shares of common stock for relief of debt as follows:
 
 Shares


Value


Price Per ShareGeorge Morris


390,000

$
10,920

$
0.028Anna Moras


60,000


1,680


0.028450,000

$
12,600
 
 In the year ended March 31, 2004, M&A approved issuance of 500,000 shares of common stock to George Morris in settlement of $500 of debt owed to George Morris. The Company has not issued such shares through March 31, 2004.
 25
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 NOTE 9CONCENTRATIONS OF CREDIT RISK
 
 For the fiscal year ended March 31, 2004 and 2003, revenue from one customer represents 81% and 31% of the Companys total revenue. As of March 31, 2004, the receivable from this customer amounted to $35,086.
 
 Morris & Associates, Inc.s only supplier of products is PacMax Corporation, a related party through common shareholder and officer. As of March 31, 2004, the account payable to the supplier was not significant.
 
 
 
 NOTE 10DEFERRED INCOME TAXES
 
 The net deferred tax amounts included in the accompanying combined balance sheet include the following amounts of deferred tax assets and liabilities:
 
 Deferred tax asset  non-current

$
483,661Deferred tax liability  non-current


-Less valuation allowance


(483,661
)Net asset  non-current

$
-
 
 The deferred tax asset resulted from a net operating loss carryforward for federal and state income tax purposes of approximately $1,185,000. The net operating loss carryforward may be used to reduce taxable income through the year 2024.
 
 There was no significant difference between reportable income tax and statutory income tax.
 
 The Company has recorded a valuation allowance to reflect the estimated amount of deferred tax asset, which may not be realized. For the year ended March 31, 2004, valuation allowance increased by $74,000.
 
 NOTE 11(PROVISION) FOR INCOME TAXES
 26
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 The components of the (provision) for income taxes are as follow:
 
 2004


2003Current (Provision)Federal

$
-

$
-State


(2,400
)

(2,400
)$
2,400

$
2,400Deferred (Provision)Federal

$
-

$
-State


-


-$ -




$
-
 
 NOTE 12NET INCOME (LOSS) PER SHARE
 
 Following is a reconciliation of net income and weighted average common shares outstanding for purposes of calculating basic and diluted net income per share:
 
 2004


2003Combined net loss

$
(187,592
)
$
(376,491
)Combined basic weighted average common shares outstanding


20,218,780


11,741,931Basic net loss per share

$
(0.009
)
$
(0.032
)Weighted average common shares outstanding


20,218,780


11,741,931Dilutive stock options


N/A


N/AWeighted average common shares outstanding for purposes of computing diluted net loss per share


20,218,780


11,741,931Dilutive net loss per share

$
(0.009
)
$
(0.032
)


27

INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 13STOCK 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. As of March 31, 2003, the maximum of 4 million shares was approved for issuance under the plan of which 2.33 million shares were available for future grants.
 
 For the years ended March 31, 2004, and 2003, the Company granted no options.
 
 In electing to follow APBO No. 25, Accounting for Stock Issued to Employees, the Company recognizes no compensation expense related to employee stock options for the fiscal year ended March 31, 2004, and 2003, as no options are granted at a price below the market price on the date of grant.
 28INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS Presented below is a summary of stock option plans activities for the years shown:
 
 Stock Options


Weight-Average Exercise PriceOutstanding at March 31, 2002


1,607,242


0.280Granted


-


-Exercised


-


-Forfeited


-


-Expired


(450,000
)

(0.158
)Outstanding at March 31, 2003


1,157,242


0.327Granted


-


-Exercised


-


-Forfeited


-


-Expired


(937,242
)

(0.308
)Outstanding at March 31, 2004


220,000


0.400Shares exercisable at March 31, 2004


220,000


0.400
 
 Exercise prices for options outstanding as of March 31, 2004 range from $0.125 to $0.42. The following table summarizes information for options outstanding and exercisable at March 3, 2004:
 
 Options Outstanding
Options ExercisableExercise Prices


Stock Options Outstanding


Weight Average Exercise Price


Weighted Average Remaining Contractual Life


Stock Options Exercisable


Weight- Average Exercise Price$
0.308-$0.314


20,000


0.311


.1


20,000


0.311$
0.4000-$0.4200


200,000


0.400


.5


200,000


0.400220,000








220,000
 
 29
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL CORPORATION
 NOTES TO COMBINED FINANCIAL STATEMENTS
 NOTE 14SPIN-OFF OF ELECTRONIC MEDIA CENTRAL CORPORATION
 
 On August 31, 2001, the directors of III approved a distribution to its stockholders, pro-rata, of 500,000 shares of common stock of EMC, which was a wholly owned subsidiary of III. The record date for determining the persons who participated in the stock distribution was September 18, 2001, with a delivery date of September 28, 2001.
 
 The distribution is for 500,000 shares of EMCs common stock, par value of $.02, to each stockholder of III on the record date of September 18, 2001. The exchange is on a pro-rata basis of .048 shares of EMCs stock for each share of IIIs common stock. EMC is an unlisted California Corporation, whose common stock is registered with the Securities and Exchange Commission under Section 12(g) of the Exchange Act. This transaction has been recorded as a stock dividend distribution.
 
 Information regarding EMC is as follows:
 
 For the Year-To-Date PeriodsEnded March 31,2004


2003Net Sales

$
325,900

$
297,820Cost and Expenses


(325,044
)

(391,716
)Income (Loss) Before Income Taxes


856


(93,896
)Income Taxes


(800
)

(800
)Net Income (Loss)

$
56

$
(94,696
)March 31,2004


2003Current Assets

$
34,263

$
32,410Other Assets


54,464


-Total Assets

$
88,727

$
32,410Current Liabilities

$
117,094

$
60,833Long-Term Liabilities


109,200


109,200Stockholders Equity (Deficit)


(137,567
)

(137,623
)Total Liabilities and Stockholders Equity


$88,727


$32,410 30

INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
ELECTRONIC MEDIA CENTRAL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
 NOTE 15SPIN-OFF OF MORRIS & ASSOCIATES, INC.
 
 In July 2002, III spin-off, on a pro-rata basis, M&A, its wholly owned subsidiary, to stockholders of record as of August 5, 2002. In accordance with APBO 23, paragraph 23, the spin-off has been accounted for on a historical basis, as a tax-free distribution. The Company has not requested or received a ruling from the Internal Revenue Service as to whether this distribution qualifies as a non-taxable transaction. Each stockholder of record at August 5, 2002, received a .048 share of M&A for each share of III.
 
 The Company had an investment of $500 in its wholly owned subsidiary, M&A. In July 2002, the Company distributed its stock in M&A to the Companys stockholders as a stock dividend.
 
 Information regarding M&A is as follows:
 
 For the Year-To-Date PeriodsEnded March 31,2004


2003Net Sales

$
15,486

$
11,775Cost and Expenses


(13,795
)

(87,669
)(Loss) Before Income Taxes


1,691


(75,894
)Income Taxes


(800
)

(800
)Net (Loss)

$
891

$
(76,694
)March 31,2004


2003Current Assets

$
3,066

$
1,394Total Assets

$
3,066

$
1,394Current Liabilities

$
78,369

$
17,288Long-Term Liabilities


-


60,300Stockholders Equity (Deficit)


(75,303
)

(76,194
)Total Liabilities and Stockholders Equity


$ 3,066


$ 1,394 
 31


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





On July 2, 2003 Caldwell, Becker, Dervin, Petrick & Co., L.L.P., the principal independent accountants of Internet Infinity, Inc., resigned.





The report of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on the financial statements of Internet Infinity for each of its fiscal years ended March 31, 2003 and 2002 contained no adverse opinions or disclaimers of opinion, and were not otherwise modified as to audit scope, or accounting principles. The reports of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on the financial statements of Internet Infinity for each of the past two years ended March 31, 2003 and 2002 did, however, contain explanatory paragraphs describing an uncertainty about Internet Infinitys ability to continue as a going concern.





During the past two years and all interim periods prior to July 2, 2003 there were no disagreements between Internet Infinity and Caldwell, Becker, Dervin, Petrick & Co., L.L.P., whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Caldwell, Beckers satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports for such periods.





During the fiscal years ended March 31, 2003 and 2002 and all subsequent interim periods and to July 2, 2003, the date of resignation, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).





Internet Infinity delivered a copy of the Form 8-K report to Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on July 9, 2003, and requested that Caldwell, Becker, Dervin, Petrick & Co., L.L.P. furnish it with a letter addressed to the Securities and Exchange Commission (the SEC) stating whether or not Caldwell, Becker, Dervin, Petrick & Co., L.L.P. agrees with the above statements. Attached hereto as Exhibit 16 is a copy of the letter of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. to the SEC dated July 9, 2003.





On July 9, 2003, Internet Infinity engaged Kabani & Company, Inc., as its new principal accountant to audit its consolidated financial statements. Internet Infinity has not consulted with Kabani & Company, Inc. on any items concerning the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on Internet Infinitys financial statements, or the subject matter of a disagreement on reportable events with the former auditor (as described in Regulation 5-K Item 304(a)(2)).





ITEM 8A.  CONTROLS AND PROCEDURES





Evaluation of disclosure controls and procedures . The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2004. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms.




32








Changes in internal controls . There were no significant changes in internal controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation.





PART III





ITEM 9.  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, 2004, 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, 65
Chairman of the Board of Directors - Acting President/CEO
Vice President Marketing
1996
2005Roger Casas, 55
Director
Vice President Operations
1999
2005Shirlene Bradshaw, 65
Member of the Board of Directors
Business Manager
1999
2005





GEORGE MORRIS, Ph.D . Dr. Morris has been the full time Chairman of the Board of Directors, principal shareholder, Vice President or Acting President/Chief Executive Officer 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.




33







ROGER CASAS . Mr. Casas has been a Member of the Board of Directors since 1998 and the Vice President of Operations since Internet Infinity went public in 1996. 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.





Stock Options





During the last three fiscal years, the officers and directors of Internet Infinity have received no Stock Options





Audit Committee and Audit Committee Financial Expert





Our directors serve as our audit committee. There is no financial expert serving on the audit committee.





Code of Ethics





We have adopted a Code of Ethics that applies to our chief executive officer, chief financial officer, and - should we acquire such  principal accounting officer or controller or persons performing similar functions. A copy of the Code of Ethics is filed as an exhibit to this Form 10-K annual report.






34




Compliance with Section 16 (a) of the Exchange Act





Section 16(a) Beneficial Ownership Reporting Compliance . Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us with respect to our fiscal year ended March 31, 2004 and any written representations furnished to us from a person subject to Section 16(a) filing requirements that no Form 5 is required for such period, no person who, at any time during the fiscal year, was a director, officer or beneficial owner of more than ten percent of our common stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during such fiscal year or prior fiscal years.





ITEM 10.  EXECUTIVE COMPENSATION





No executive officer of the company has received total compensation in any of the last three years that exceeds $100,000. The table below sets forth all compensation awarded to, earned by, or paid by Internet Infinity, Inc. to George Morris, the president of the company, an officer of both Internet Infinity, Inc. and Electronic Media Central Corporation, during the last three fiscal years.





For George Morris




Long Term CompensationAwardsAnnual Compensation

SecuritiesUnderlying
PayoutsOther Annual
Restricted
Options/
LTIP
All OtherYear

Salary
Bonus
Compensation
Stock Awards
SARS
Payouts
Compensation2004

0
0
0
0
0
0
02003

2,400
0
0
0
0
0
02002

13,800
0
0
0
0
0
0


In a related party transaction, the Morris Group, a dba of Apple Realty, Inc., received $120,000 in consulting fees for the fiscal year ended March 31, 2002. George Morris is the president and owns 100% of Apple Realty, Inc./dba Morris Group and is the president of Internet Infinity, Inc., our chief executive officer and a director, and is the controlling shareholder of Internet Infinity, Inc.





The Morris Group is helping Internet Infinity, Inc.s business development by helping the company develop and implement as strategy for possible merger and acquisition activity by Internet Infinity, Inc. Apple Realty, Inc., holds a real estate business broker license.





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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND


MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The table below sets forth, as of March 31, 2004 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

OutstandingName and Address

of Shares

SharesApple Realty, Inc. d/b/aHollywood Riviera Studios (1)

3,034,482

16.2413 Avenue G, #1Redondo Beach, CA 90277George Morris, Chairman/CEO

6,859,000

36.6413 Avenue G, #1Redondo Beach, CA 90277Roger Casas, Vice President

32,000

(2
)108 E. 228thStCarson, CA 90745Shirlene Bradshaw, Director

30,500

(2
)1900 W. Artesia #38Gardena, Ca 90745Officers and Directorsas a group (3 persons)

9,956,982

53.2


________________________




(1)  The shares owned of record by Apple Realty, Inc. are under the control of George Morris.




(2)  Less than 1 percent.





Changes in Control





There are no arrangements, which may result in a change in control of Internet Infinity.





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|
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ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Our company is under the control of George Morris, who controls and is thereby the beneficial  owner of 52.8 percent of all outstanding stock of Internet Infinity, Inc. He has an economic  interest in 52.8 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:




1.  George Morris




a.  He owns 100 percent of Apple Realty, Inc.





i.  It owns 16.2 percent of Internet Infinity, Inc.




b.  He owns 36.6 percent of Internet Infinity, Inc.





Summary of George Morris Interest


Economic Interest


Beneficial Interest1.00

x


.162

=

.162

.1621.00

x


.366

=

.366

.366.528

.528
   Special Interest Video Training Programs





Internet Infinity sells special interest video programs on other subjects, which video programs are owned by L&M Media. There are approximately 200 of these programs. Internet Infinity pays a ten-percent royalty on these sales to L&M Media. L&M Media's cost of goods is set at twenty percent of sales with its cost of goods to cover all its manufacturing and assembly costs as well as the shipping costs to our customers' doors. L&M Media agreed to purchase the Health and Medicine program library in 1986 for $400,000. It consists of 400 hours of video footage and partially or fully edited titles. We estimate the replacement cost of each of the completed twenty-five programs to be approximately $62,500 or a total value in excess of $1,500,000.





L&M Media developed the Personal and Sales Skill Development modules and has sold them over the last ten years. We estimate the replacement cost of each module to be $150,000 or $750,000 for the set of five.





We bought all of our duplication and blank video products and services from Apple Media Corporation ("AMC"), a manufacturing company under the control of and owned by George Morris, director, executive officer and major shareholder of Internet Infinity. Due to a lack of working capital available to Internet Infinity, George Morris acquired the predecessor to AMC, known as Video Magnetic, LLC, in order that it would continue to provide a sales distribution opportunity for Internet Infinity. Internet Infinity had earlier established a distribution arrangement with Video Magnetics, LLC in 1996. When the previous owner indicated he would sell Video Magnetics and terminate the distribution arrangement with our company, George Morris bought Video Magnetics to maintain the product source. Video Magnetics was an insolvent company at the time of the Morris' acquisition. George Morris finally settled the purchase transaction for Video Magnetics through mediation and are paying the balance of the purchase notes over the next year.





37




Internet Infinity takes title to the products it purchases from Pac-Max, just as it did under the original distributorship agreement with independently owned Video Magnetics, LLC. This distributorship model for taking title is planned for other, future distributorship arrangements.





Internet Infinity, Inc. and Pac-Max Corporation Operating Structure





Under this distributorship arrangement, Internet Infinity, Inc. shares the responsibility with Pac-Max for the collection of accounts receivable and must collect them or take a bad debt loss. As is standard business practice with a drop-ship arrangement, Electronic Media Central does not carry an inventory. However, Morris & Associates does carry a small, finished goods inventory of special interest videos for a particular order from time to time at zero dollar value. By these means the management of Internet Infinity attempts to minimize the risk of loss from inventory and accounts receivable.





The process for taking orders, shipping, billing and collection is as follows: When Electronic Media Central sells products and services to an independent customer, we first determine the sales credit terms that will be given to the customer based on a credit worthiness review. After credit terms and freight are determined, by Electronic Media Central, we issue a purchase order to Pac-Max for the products and services ordered including shipping. Pac-Max sources materials and components, manufactures or assembles and drop ships the order to the customer. Electronic Media Central invoices the customer for the products and services delivered. Electronic Media Central and Pac-Max are jointly responsible for collecting the accounts receivable from the customers.





The major risk for Electronic Media Central is the non-payment of accounts receivable from an order. Electronic Media Central remains responsible for payment of 50% of the wholesale cost of the order to Pac-Max if a customer doesn't pay.





When we sell pre-recorded video programs to media retailers, wholesalers and school suppliers, we place an order with Pac-Max for the products and services, including shipping. Pac-Max sources, manufactures or assembles, with Morris & Associates' packaging, and drop ships the product to our customer.




ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K





(a)  Exhibits





The following exhibits are filed, by incorporation by reference, as part of this Form 10-KSB: 38




ExhibitNumber
Description of Exhibit2
Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation3
Articles of Incorporation of Internet Infinity, Inc.*3.1
Amended Certificate of Incorporation of Internet Infinity, Inc.*3.2
Bylaws of Internet Infinity, Inc.*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 Officers16
Letter of July 9, 2003 of Caldwell, Becker, Dervin, Petrick & Co., L.L.P.agreeing with the statements made in the Form 8-K filed on July 9, 2003 by Internet Infinity, Inc., concerning Internet Infinitys change of principal independent accountants.***31
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 2002.31.1
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
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 2002.32.1
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.





39




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


incorporated herein.


***Previously filed with Form 8-K 07-02-03; Commission File No. 0-27633 incorporated herein.





(b)  Reports on Form 8-K





None





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:




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, 2004

$
41,801Fiscal Year ended March 31, 2003

$
29,042

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, 2004

$
-0-Fiscal Year ended March 31, 2003

$
-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, 2004

$
1,217Fiscal Year ended March 31, 2003

$
3,227

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, 2004

$
-0-Fiscal Year ended March 31, 2003

$
-0-





Pre-Approval of Audit and Non-Audit Services.  The Audit Committee requires that it pre-approve all audit, review and attest services and non-audit services before such services are engaged.





40




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.




**INTERNET INFINITY, INC.**Date: July 12, 2004
By:
/s/ George MorrisGeorge MorisChief 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.


Date: July 12, 2004
By:
/s/ George MorrisGeorge MorrisChief Financial Officer, Chief Executive Officer and Director




Date: July 12, 2004
By:
/s/ Roger CasasRoger CasasDirector




Date:
By:
/s/ Shirlene BradshawShirlene BradshawDirector


41





INTERNET INFINITY, INC.





COMMISSION FILE NO. 0-27633








INDEX TO EXHIBITS





FORM 10-KSB


FOR THE YEAR ENDED MARCH 31, 2004











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

ExhibitNumber
Description of Exhibit2
Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation3
Articles of Incorporation of Internet Infinity, Inc.*3.1
Amended Certificate of Incorporation of Internet Infinity, Inc.*3.2
Bylaws of Internet Infinity, Inc.*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 Officers16
Letter of July 9, 2003 of Caldwell, Becker, Dervin, Petrick & Co., L.L.P.agreeing with the statements made in the Form 8-K filed on July 9, 2003 by Internet Infinity, Inc., concerning Internet Infinitys change of principal independent accountants.***31
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 2002.31.1
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
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 2002.32.1
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 8-K 07-02-03; Commission File No. 0-27633 incorporated herein.