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, 2003

                                       or

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                            INTERNET INFINITY, INC.
                 (Name of small business issuer in its charter)

       Delaware                    0-27633                      95-4679342
(State or other                 (SEC File No.)              (I.R.S.  Employer
jurisdiction of                                           Identification Number)
incorporation or
organization)

                                413 Avenue G, #1
                            Redondo Beach, CA 90277
                             Telephone 310-318-2244
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)


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

     Title of each class                 Name of each exchange on which
     To be so registered                 each class is to be registered
           None                                      None

Securities  to  be  registered  under  Section  12(g)  of  the  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 [X] No [ ]

     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:  $313,595


<PAGE>

     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, as of
a specified date within the past 60 days:  $857,917 computed by reference to the
$0.02  average  of the bid and asked price of the Company's Common Stock on June
19,  2003.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date:  18,718,780 shares of Common
Stock,  $0.001  par  value,  on  June  19,  2003.

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
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Item   1.  Description  of  Business                                           1
           Business  of  Internet  Infinity                                    2
           Products                                                            3
           Suppliers  and  Sub-Contractors                                     3
           Distribution  Methods                                               3
           Competition                                                         3
           Advertising  and  Promotion                                         3
           Dependence  on  Major  Customers                                    3
           Patents,  Trademarks  and  Licenses                                 4
           Government  Approval  and  Regulations                              4
           Research  and  Development                                          4
           Cost  of  Compliance  with  Environmental  Laws                     4
           Seasonality.                                                        4
           Employees                                                           4
           New  Products  and  Services                                        4

Item   2.  Description  of  Property                                           4

Item   3.  Legal  Proceedings                                                  4

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

Item   5.   Market  for Common Equity and Related Stockholder Matters          5

Item   6.   Management's  Discussion  and  Analysis                            6

            Results  of  operations                                            7
            Sales                                                              7
            Gross  margin                                                      7
            Selling,  General  and  Administrative  Expense                    7
            Net  Profit  (Loss)                                                8
            Balance  Sheet  Items                                              8
            Liquidity  and  Outlook                                            8

Item   7.   Financial  Statements                                              9

Item   8.   Changes In and Disagreements  With  Accountants On Accounting
              and  Financial  Disclosure                                      28

Item   9.   Directors, Executive Officers, Promoters and Control Persons;
              Compliance  with  Section  16(a)  of  the  Exchange  Act        28

Item  10.   Executive  Compensation                                           29

Item  11.   Security Ownership of Certain Beneficial Owners and Management    30

                                      iii
<PAGE>

Item  12.   Certain  Relationships  and  Related  Transactions                31

Item  13.   Exhibits  and  Reports  on  Form  8-K                             32

Item  14.   Controls  and  Procedures                                         33

            Signatures.                                                       34
























                                       iv
<PAGE>

                                     PART I

Item  1.     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.

     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

                                        1
<PAGE>

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.

     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
2003  and  will  be  discontinued.

     As  of  March  2002,  revenue  growth plans for Internet Infinity have been
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.

                                        2
<PAGE>

     Products
     --------

     We  have  one  principal  product:

     -     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 $2,500 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.

     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 $5,199 sales for fiscal 2003, our company
will  most likely discontinue all sales operations for blank video tape with the
loss  of  this  customer in the fiscal year 2004.  Revenue for Internet Infinity
may  go  to  zero  if  no  merger  or  alternative  business  is  found.


                                        3
<PAGE>

     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.

     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  Property.

     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.

     Neither Internet Infinity nor any of its property is a party to any pending
legal  proceeding  or  any  known  proceeding  that  a governmental authority is
contemplating.

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

   None


                                        4
<PAGE>

                                    PART II

Item  5.  Market  for  Common  Equity  and  Related  Stockholder  Matters.

     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.

<TABLE>
<CAPTION>
                                   High                      Low
                                   ----                      ---
     2001
     ----
<S>                               <C>                       <C>
          1st  Qtr.               0.2300                    0.1500
          2nd  Qtr.               0.1600                    0.1000
          3rd  Qtr.               0.1100                    0.0300
          4th  Qtr.               0.0800                    0.0300

     2002
     ----
          1st  Qtr.               0.1500                    0.0400
          2nd  Qtr.               0.0500                    0.0100
          3rd  Qtr.               0.0200                    0.0100
          4th  Qtr.               0.0200                    0.0100
</TABLE>


     On March 31, 2003 there were 18,718,780 shares of common stock outstanding.
There  1,157,242 shares subject to outstanding options. No shares are subject to
securities  convertible  into  such  shares  of  stock.

Holders

     As  of  March 31, 2003 there were approximately 72 holders of record of our
common  stock.  Some  2,206,864  shares  of  common  stock are held in brokerage
accounts  under  the  record  name  of  "Cede  &  Co."

Dividends

     We  have  paid no cash dividends to our stockholders and do not plan to pay
dividends on our Common Stock in the foreseeable future.  We currently intend to
retain  any  earnings  to  finance  future  growth.

Recent  Sales  of  Unregistered  Securities

     During the past three fiscal years, Internet Infinity sold 1,509,684 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.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                     No. of
                                     Shares        Price  per    Nature  of
Person                Date           Issued        Share         Consideration
------                ----           ------        -----         -------------
<S>                   <C>             <C>            <C>         <C>
Thomas  J.  Kenan     03-28-00         60,000        $0.25       Legal  Services
David  G.  VanHorn    03-28-00        120,000        $0.25       (1)
Anna  Moras           03-28-00        160,000        $0.25       (1)
Minh  Nguyen          03-28-00          2,000        $0.25       (2)
Pac-Max Corporation   03-28-00          1,000        $0.25       (2)
Roger  Casas          03-28-00         10,000        $0.125      (3)
Shirlene  Bradshaw    03-28-00         10,000        $0.125      (3)
Thomas  J.  Kenan     02-05-01         46,684        $0.10       Legal  Services
David  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)
</TABLE>

(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.

     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.



                                        6
<PAGE>

Results  of  Operations

     The  following  table  presents, as a percentage of sales, certain selected
financial data for the two fiscal years ended March 31, 2003 and March 31, 2002.

<TABLE>
<CAPTION>
                                         Year  Ended  3-31
                                       2003            2002
                                       --------------------
<S>                                   <C>             <C>
Sales                                 100.0%          100.0%
Cost  of  sales                        65.6            79.3
Gross  margin                          34.4            20.7
Selling,  general  and
    administrative
    expenses                         (143.2)          (64.6)
Interest  income  (expense)           (10.5)           (2.3)
Net  income  (loss)  before
    income  taxes                    (119.3)          (46.2)
</TABLE>

     Sales
     -----

     Sales  decreased  by  $550,078 from $863,673 in the fiscal year ended March
31, 2002 to $313,595 in the fiscal year ended March 31, 2003, a decrease of 63.7
percent.  The  decrease  in  sales  was  attributable primarily to a decrease of
$503,469  in  sales of Electronic Media Central from $801,289 in the fiscal year
ended  2002  to  $297,820  in  the  fiscal  year  ended 2003, a decrease of 62.8
percent.  The  Electronic  Media  Central  decrease  in  sales  was attributable
primarily  to a decrease in purchases by existing customers caused by  a slowing
economy.  We  expect  Electronic Media Central revenues will continue to decline
and  our  company will attempt to reduce overhead to limit losses in the future.

    Sales  of  Morris  &  Associates,  Inc.  recorded  a decrease of $5,845 from
$17,620  in the fiscal year ended 2002 to $11,775 in the fiscal year ended 2003,
a  decrease of 33.2 percent.  This decrease is due primarily to the aging of the
pre-recorded  video  programs  offered to the retail market. We have experienced
gradually  declining  sales  over  the  past five years to a point of no profit.
Therefore,  we  will  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  decreased  by  $71,149  from $178,977 in fiscal year 2002 to
$107,828  in  fiscal year 2003 in dollar amounts but increased from 20.7 percent
in  fiscal  2002  to  34.4  percent  in fiscal 2003 in percentage of sales.  The
change  in  gross  margin  was also attributable to the Electronic Media Central
gross margin decrease of $70,735 from $168,358 in fiscal year 2002 to $97,623 in
fiscal  year  2003 in dollar amounts but an increase in percentage of sales from
21.0  percent  to  32.8  percent.  This  change  in  gross  margin  is primarily
attributed  to  the  $503,469  decrease  in  Electronic Media Central sales from
$801,289  in the fiscal year ended March 31, 2003 to $297,820 in the fiscal year
ended  March  31,  2003.

Selling,  General  and  Administrative  Expense
-----------------------------------------------

     Selling,  general  and  administrative  expenses decreased by $109,489 from
$558,440,  or  64.6  percent of sales in fiscal year 2002, to $448,951, or 143.2

                                        7
<PAGE>

percent  of  sales  in  fiscal  year  2003,  a  decrease  of 19.6 percent.   For
Electronic  Media  Central  Corporation,  selling,  general  and  administrative
expenses  allocations  decreased  by  $166,550 from $358,069, or 44.7 percent of
sales  in fiscal year 2002, to $191,519, or 64.3 percent of sales in fiscal year
2003,  a  total  expense  decrease  of 53.5 percent and an increase of 8.8% as a
percentage  of  sales.  A  breakdown  of  the  decreases  is:

-    Bad debt decreased from $57,063 at  March 31, 2002  to  zero  at  March 31,
     2003.

-    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  $251,050 in the fiscal year 2003 over $167,000 for the
     fiscal  year  ended  March  31,  2002,  an  increase  of  $84,050.

-    Professional  fees  including  legal and  accounting decreased from $65,695
     for  the  fiscal  year ended March 31, 2002, to $56,756 for the fiscal year
     ended March  31,  2003,

-    Salaries  and related  expenses were decreased from $167,184 for the fiscal
     year  ended  March 31, 2002, to $71,625 for the fiscal year ended March 31,
     2003,  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, 2003 of $376,491, or $0.03 a share of our common
stock.  In  the  fiscal  year  ended  March  31,  2002  we  had  a net loss from
operations, after a provision for income taxes, of $425,307, or $0.04 a share of
common stock.  The loss of 49.2 percent of sales for fiscal year 2002 versus the
120  percent  loss  for  the  fiscal  year ended 2003 is due to the 63.7 percent
decrease  in sales in fiscal year 2003 of $313,595, down from fiscal year 2002's
$863,673  while  operating expenses decreased from $558,440 for fiscal year 2002
to  $448,951  for  fiscal  year  2003.

     Balance  Sheet  Items
     ---------------------

     The  net  loss  of  $376,491 plus a $500 stock dividend for the fiscal year
ended  March 31, 2003 increased the retained earnings deficit from $1,101,293 on
March 31, 2002 to $1,478,284 on March 31, 2003. Our cash position increased from
$4,869  for  the fiscal year ended March 31, 2002 to $11,242 for the fiscal year
ended March 31, 2003. Accounts receivable net of allowance for doubtful accounts
from  non  affiliates  decreased  from $41,655 at the end of fiscal year 2002 to
$27,663  at  the end of fiscal year 2003, while inventory decreased from $15,127
for  the  fiscal  year ended March 31, 2002 zero for the fiscal year ended March
31,  2003.

     Liquidity  and  Outlook
     -----------------------

     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

                                        8
<PAGE>

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,  2003.  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.

Item  7.  Financial  Statements

Independent  Auditors'  Report                                               10
Combined/Consolidated  Balance  Sheet March 31, 2003                         11
Combined/Consolidated  Statements  of Operations March 31, 2003              12
Combined/Consolidated  Statements  of  Stockholders'  Equity  (Deficit)
     for  the  Years  Ended  March 31, 2003 and 2002                         13
Combined/Consolidated  Statements  of  Cash  Flows  for  the  Years
     Ended  March  31,  2003  and  2002                                      15
Notes to Combined/Consolidated Financial Statements March 31, 2003           17

















                                        9
<PAGE>



                          INDEPENDENT AUDITORS' REPORT





June  4,  2003



To  the  Board  of  Directors  and  Stockholders
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)
as  of  March  31,  2003,  and  the  related  combined statements of operations,
stockholders'  equity  (deficit), and cash flows for each of the two years ended
March  31,  2003.  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 in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to  obtain  reasonable  assurance  about  whether  the combined financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the  amounts and disclosures in the combined
financial  statements.   An  audit  also   includes  assessing   the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the  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,  2003,  and  the results of their operations and their cash flows for
each  of  the  two  years  ended  March  31, 2003, in conformity with accounting
principles  generally  accepted  in  the  United  States.

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
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/  Caldwell,  Becker,  Dervin,  Petrick  &  Co.,  L.L.P.

CALDWELL,  BECKER,  DERVIN,  PETRICK  &  CO.,  L.L.P.
Woodland  Hills,  California


                                        10
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                             COMBINED BALANCE SHEET
                                 MARCH 31, 2003

                                     ASSETS
<TABLE>
<CAPTION>
CURRENT  ASSETS
<S>                                                                <C>
    Cash                                                           $     11,242
    Accounts  receivable,  net  of  allowance
      for  doubtful  accounts  of  $3,200  (Note  2)                     27,663
                                                                   ------------

          Total  Current  Assets                                         38,905
                                                                   ------------

PROPERTY  AND  EQUIPMENT,  at  cost  (Note  2)
    Office  equipment                                                    16,955
    Office  furniture                                                    15,366
                                                                   ------------

                                                                         32,321
          Less  Accumulated  Depreciation                               (32,321)
                                                                   ------------

          Net  Property  and  Equipment                                       -
                                                                   ------------

          Total  Assets                                            $     38,905
                                                                   ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT  LIABILITIES
    Notes  payable  (Note  5)                                      $     27,000
    Accounts  payable  and  accrued  expenses                            66,434
    Trade  payable  -  related  entities  (Note  6)                      34,863
    Notes  payable  -  related  entities  (Note  6)                      14,652
    Accrued  payroll                                                          -
    Interest  payable                                                    30,080
    Income  tax  payable                                                  5,178
    Due  to  officer  - current (Note 7)                                 36,000
                                                                   ------------

          Total  Current Liabilities                                    214,207
                                                                   ------------

LONG-TERM  LIABILITIES
    Due to officer - non-current (Note 7)                               192,516
    Notes  payable  -  related  entities  (Note  6)                     332,196
                                                                   ------------

          Total  Long-Term  Liabilities                                 524,712
                                                                   ------------

          Total  Liabilities                                            738,919
                                                                   ------------

STOCKHOLDERS'  EQUITY  (DEFICIT)
    Preferred  stock                                                          -
    Common  stock                                                        39,219
    Paid-in  capital                                                    739,051
    Accumulated  (deficit)                                           (1,478,284)
                                                                   ------------

          Total  Stockholders'  Equity  (Deficit)                      (700,014)
                                                                   ------------

          Total Liabilities and Stockholders' Equity (Deficit)     $     38,905
                                                                   ============
</TABLE>



The Accompanying Notes are an Integral Part of the Combined Financial Statements
                        See Accompanying Auditors' Report

                                        11
<PAGE>

             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                        COMBINED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                         2003           2002
                                                    ------------   ------------
<S>                                                 <C>            <C>
REVENUE                                             $    313,595   $    863,673
                                                    ------------   ------------
COST  OF  SALES
    Beginning  inventory                                       -         15,127
    Purchases                                            205,767        669,569
                                                    ------------   ------------

                                                         205,767        684,696
    Less  ending  inventory                                    -              -
                                                    ------------   ------------

          Total  Cost  of  Sales                         205,767        684,696
                                                    ------------   ------------

          Gross  Profit                                  107,828        178,977
                                                    ------------   ------------

OPERATING  EXPENSES
    Professional  fees                                    56,756         65,695
    Salaries  and  related  expenses                      71,625        167,184
    Consulting  fees  to  related  party                 251,050        167,000
    Bad  debts,  net  of forgiveness (Note 16)                 -         57,063
    Other                                                 69,520        101,498
                                                    ------------   ------------

          Total  Operating  Expenses                     448,951        558,440
                                                    ------------   ------------

          Income  (Loss)  Before  Other  Income
           (Expense)  and  Provision  for  Taxes        (341,123)      (379,463)

OTHER  INCOME  (EXPENSE)
    Interest  income                                           -          3,430
    Interest  expense                                    (32,968)       (23,327)
                                                    ------------   ------------

          Net  Income  (Loss)                           (374,091)      (399,360)

(PROVISION)  BENEFIT  FOR  INCOME  TAXES
    Current                                               (2,400)        (2,400)
    Deferred                                                   -        (23,547)
                                                    ------------   ------------

          Net  Income  (Loss)                       $   (376,491)  $   (425,307)
                                                    ============   ============

          Basic  and  diluted  (loss)  per
            common share (Note 12)                  $     (0.032)  $      (0.04)
                                                    ============   ============
</TABLE>


The Accompanying Notes are an Integral Part of the Combined Financial Statements
                        See Accompanying Auditors' Report

                                        12
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
              COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


Internet  Infinity,  Inc.
<TABLE>
<CAPTION>
                        Preferred Stock             Common Stock
                   --------------------------  --------------------------
                   $.001 par value 10,000,000  $.001 par value, 20,000,00
                       shares authorized            shares authorized       Additional     Unpaid
                                                                             Paid-In       Stock       Accumulated
                        Shares    Amount             Shares    Amount        Capital    Subscription    (Deficit)     Balance
                       --------  --------         ----------  --------     -----------  ------------   ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>           <C>            <C>
  March  31,  2001         -     $     -          10,419,880  $ 10,420    $ 1,002,167    $(498,583)    $   (789,970)  $ (275,966)

Royalties  earned
  (Note  4)                -           -                   -         -              -        1,762                -        1,762

Shares cancelled           -           -              (1,100)       (1)             1            -                -            -

Shares  issued
  (Note  8)                -           -             260,000       300         12,700            -                -       13,000

Stock  options
  exercised
 (Note  8)                 -           -              40,000         -          2,000            -                -        2,000

Net  (loss)  -
  March  31,  2002         -            -                  -         -              -            -         (234,796)    (234,796)

Stock distribution
  dividend                 -            -                  -         -              -            -          (10,000)     (10,000)
                         ----     -------         ----------   -------     ----------     ---------    - ----------    ---------

Balance  at
  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                -      111,404

Stock  dividend
  (Note  15)               -            -                  -         -              -            -             (500)        (500)

Shares issued for
  relief  of  debt         -            -          8,000,000     8,000        104,000            -                -      112,000

Net  (loss)  at
  March  31,  2003         -            -                  -         -              -            -         (205,101)    (205,101)
                         ----     -------         ----------   -------     ----------     ---------     -----------    ---------

Balance  at
  March  31,  2003         -      $     -         18,718,780   $18,719     $  735,451     $      -      $(1,240,367)   $(486,197)
                         ====     =======         ==========   ======      ==========     ========      ===========    =========
</TABLE>




The Accompanying Notes are an Integral Part of the Combined Financial Statements
                        See Accompanying Auditors' Report

                                        13

<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
              COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


Morris  &  Associates,  Inc.:
<TABLE>
<CAPTION>
                        Preferred Stock             Common Stock
                   --------------------------  --------------------------
                   $.001 par value 10,000,000  $.001 par value, 20,000,00
                       shares authorized            shares authorized       Additional     Unpaid
                                                                             Paid-In       Stock       Accumulated
                        Shares    Amount             Shares    Amount        Capital    Subscription    (Deficit)     Balance
                       --------  --------         ----------  --------     -----------  ------------   ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>           <C>            <C>
  March  31,  2002         -     $      -            500,000  $    500    $         -    $       -     $          -   $      500

Net  (loss)                -            -                  -         -              -            -          (76,694)     (76,694)
                         ----    --------         ----------  --------    -----------    ---------     ------------   ----------

Balance  at
  March  31,  2003         -     $      -            500,000  $    500    $         -    $       -     $    (76,694)  $  (76,194)
                         ====    ========         ==========  ========    ===========    =========     ============   ==========
</TABLE>



Electronic  Media  Central  Corporation:
<TABLE>
<CAPTION>
                        Preferred Stock             Common Stock
                   --------------------------  --------------------------
                   $.001 par value 10,000,000  $.001 par value, 20,000,00
                       shares authorized            shares authorized       Additional     Unpaid
                                                                             Paid-In       Stock       Accumulated
                        Shares    Amount             Shares    Amount        Capital    Subscription    (Deficit)     Balance
                       --------  --------         ----------  --------     -----------  ------------   ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>           <C>            <C>
Balance  at
  March  31,  2001         -     $      -         10,000,000  $ 10,000    $         -    $  (9,999)    $    123,984   $  123,985

Reverse  split
  (Note  4)                -            -         (9,500,000)        -              -            -                -            -

Payment  from
  stockholder              -            -                  -         -              -        9,999                -        9,999

Net  (loss)  at
  March  31,  2002         -            -                  -         -              -            -         (190,511)    (190,511)
                         ----    --------         ----------  --------    -----------    ---------     ------------   ----------

Balance  at
  March  31,  2002         -            -            500,000    10,000              -            -          (66,527)     (56,527)

Shares  issued             -            -            500,000    10,000          3,600            -                -       13,600

Net  (loss)  at
  March  31,  2003         -            -                  -         -              -            -           (94,696)    (94,696)
                         ----    --------         ----------  --------    -----------    ---------     ------------   ----------

Balance  at
  March  31,  2003         -     $      -          1,000,000  $ 20,000    $     3,600    $       -     $    (161,223) $ (137,623)
                         ====    ========         ==========  ========    ===========    =========     =============  ==========
</TABLE>



Combined:
<TABLE>
<CAPTION>
                        Preferred Stock             Common Stock
                   --------------------------  --------------------------
                   $.001 par value 10,000,000  $.001 par value, 20,000,00
                       shares authorized            shares authorized       Additional     Unpaid
                                                                             Paid-In       Stock       Accumulated
                        Shares    Amount             Shares    Amount        Capital    Subscription    (Deficit)     Balance
                       --------  --------         ----------  --------     -----------  ------------   ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>           <C>            <C>
  March  31,  2003         -     $     -          20,218,780  $ 39,219    $   739,051    $       -     $ (1,478,284)  $(700,014)
                         ====    ========         ==========  ========    ===========    =========     =============  ==========
</TABLE>


The Accompanying Notes are an Integral Part of the Combined Financial Statements
                        See Accompanying Auditors' Report

                                        14
<PAGE>

             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                        COMBINED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                           2003          2002
                                                       -----------   -----------
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
<S>                                                    <C>           <C>
    Net  income (loss)                                 $ (376,491)   $ (425,307)
    Adjustment  to  reconcile  net  income  to
      cash provided (used) by operating  activities:
      Write-down of asset-related party receivable              -        76,472
      Forgiveness  of  debt                                     -       (19,409)
      Debt  issued  for  consulting  fees                 240,000       229,200
      Consulting  fees related to stock issued              1,000         7,000
      Debt extension fees related to stock issued               -         8,000
      Royalty expense used against unpaid stock
        subscription                                            -         1,762
      Decrease  in  accounts  receivable                   17,292        45,874
      (Decrease) in allowance for doubtful accounts        (3,300)            -
      Write-down  of  obsolete  inventory                       -        15,127
      (Decrease)  in  accrued  payroll                     (3,063)       (1,221)
      Increase  in  interest  payable                      16,217        10,095
      Increase  in  accounts  payable                      19,336        15,453
      Increase (decrease) in accounts payable  -
        related  company                                    5,197       (50,982)
      Increase  in  income  taxes  payable                      -         2,400
      Decrease  in  deferred  tax  asset                        -        23,547
      (Decrease)  in  employee  payable                         -        (4,906)
      (Decrease) in income taxes payable                   (1,222)            -
                                                       ----------    ----------

          Net  Cash  Flows  (Used)  by
            Operating  Activities                         (85,034)      (66,895)
                                                       ----------    ----------

CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
    Decrease in note receivable - related company           3,350        32,997
                                                       ----------    ----------

          Net  Cash  Flows  Provided  by
            Investing  Activities                           3,350        32,997
                                                       ----------    ----------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
    Increase  in  due  to  officer                         83,857        55,074
    Increase in note payable  -  related party              4,200             -
    Payments  on  note  payable                                 -       (44,663)
                                                       ----------    ----------

          Net  Cash  Flows  Provided  by
            Financing  Activities                          88,057        10,411
                                                       ----------    ----------

NET  INCREASE  (DECREASE)  IN  CASH                         6,373       (23,487)

CASH  AT  THE  BEGINNING  OF  THE  YEAR                     4,869        28,356
                                                       ----------    ----------

CASH  AT  THE  END  OF  THE  YEAR                      $   11,242    $    4,869
                                                       ==========    ==========
</TABLE>


The Accompanying Notes are an Integral Part of the Combined Financial Statements
                        See Accompanying Auditors' Report

                                        15
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                  COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                           2003          2002
                                                       -----------   -----------
ADDITIONAL  DISCLOSURES:
  Cash  paid  during  the  year  for:
<S>                                                    <C>           <C>
    Interest                                           $   34,751    $   23,327
                                                       ==========    ==========

    Taxes                                              $    3,600    $        -
                                                       ==========    ==========

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:

  Unpaid  stock  subscription  issued  for
    prepaid  royalties  (Note 4)                       $        -    $    1,762
                                                       ==========    ==========

   Stock  dividend  of  EMC's  shares  issued
     to  III's  Stockholders                           $        -    $   10,000
                                                       ==========    ==========

  Reduction  of  unpaid  stock  subscription
    against  additional  paid-in capital               $  385,417    $        -
                                                       ==========    ==========

  Reduction  of  unpaid  stock  subscription
  against  note  payable-  related  entity             $  111,404    $        -
                                                       ==========    ==========

  Common stock issued for consulting and legal fees    $  240,000    $  229,200
                                                       ==========    ==========

  Increase in note payable - related entity issued
    for consulting fees                                $    1,000    $        -
                                                       ==========    ==========

  Stock  dividend  of  Morris  &  Associates,  Inc.
    shares  issued  to Internet  Infinity,  Inc.'s
    stockholders                                       $      500    $        -
                                                       ==========    ==========

  Common  stock  issued  for  conversion  of  notes
    and  loans  payable                                $  124,600    $        -
                                                       ==========    ==========
</TABLE>




The Accompanying Notes are an Integral Part of the Combined Financial Statements
                        See Accompanying Auditors' Report

                                        16
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  1  -  ORGANIZATION  AND  PRESENTATION

Organization

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.) is owned 100%
by  III.  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.

In  July  2002,  III  spun-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.

NOTE  2  -  SUMMARY  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.

Reclassifications

Certain  prior  year balances have been reclassified to conform with the current
year's  presentation.

Depreciation

The  Company's  equipment  and  furniture  are carried at cost.  Depreciation is
provided  over  the  estimated  useful  lives  of  the  assets,  which are fully
depreciated.


                        See Accompanying Auditors' Report

                                       17
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Long-Lived  Assets

In  1999, the Company adopted Statement of Financial Accounting Standards (SFAS)
No.  121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  be Disposed of."  In accordance with SFAS No. 121, long-lived assets
held  and  used  by  the  Company are reviewed for impairment whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  fully  recoverable.   For  purposes  of  evaluating  the  recoverability  of
long-lived  assets,  the  estimated  future cash flows associated with the asset
would be compared to the asset's carrying amount to determine if a write-down to
market  value  or discounted cash flow value is required.  If an impairment were
to exist, it would be measured as the excess of the carrying amount of the asset
over  the  discounted  cash flow value of the asset.  The carrying amount of the
asset  is  its cost, less any accumulated depreciation or amortization.  No such
adjustment  has  been  recorded  for  March  31,  2003.

Cash  and  Cash  Equivalents

For purposes of the statement of cash flows, the Company considers cash and cash
equivalents  to  include  cash on hand, bank balances and short-term investments
with  a  maturity  of  three  months  or  less.

Deferred  Income  Tax  Accounts

Deferred  tax  provisions/benefits  are  calculated for certain transactions and
events  because  of  differing  treatments  under  generally accepted accounting
principles  and  the  currently enacted tax laws of the federal government.  The
results  of  these  differences  on  a  cumulative  basis,  known  as  temporary
differences,  result  in  the recognition and measurement of deferred tax assets
and  liabilities  in  the  accompanying  combined  balance sheet.  The liability
method,  Financial Accounting Standards Board (FASB) No. 109, is used to account
for  these  temporary  differences.  A  valuation  allowance is provided against
deferred  tax  assets  for when it is determined to be more likely than not that
the  asset  will  not  be  realized.

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  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.  Accordingly,
actual  results  could  differ  from  those  estimates.

Stock-Based  Compensation

The  Company  has elected to follow APBO No. 25, "Accounting for Stock Issued to
Employees,"  and  related  interpretations  in  accounting  for  its stock-based
compensation  and  to  provide  the  disclosures  required  under  SFAS No. 123,
"Accounting  for  Stock-Based  Compensation."

APBO  No.  25  requires  no  recognition of compensation expense for most of the
stock-based  compensation  agreements provided by the Company where the exercise
price  is  equal to the market value at the date of grant.  However, APBO No. 25
requires  recognition  of compensation expense for variable award plans over the
vesting  periods of such plans, based upon the then-current market values of the
underlying  stock.

In  contrast,  SFAS  No.  123  requires  recognition of compensation expense for
grants  of  stock,  stock options, and other equity instruments over the vesting
periods  of  such grants, based on the estimated grant-date fair values of those
grants.  See  Note  13  for  pro forma disclosures required by SFAS No. 123 plus
additional  information  on  the  Company's  stock  options.


                        See Accompanying Auditors' Report

                                       18
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Accounts  Receivable-Trade

Uncollectible accounts receivable are written off as bad debt expense at the end
of  each  year.   For  the  fiscal  year  ended  March  31,  2003,  no  accounts
receivable-trade  were  written  off.  Increase or decrease in the allowance for
bad  debts  is  offset  against  bad  debt  expense.  (See  Note  16.)

Revenue  Recognition

Income and expenses are recorded on the accrual basis of accounting.  Revenue is
recognized  from sales when a product is shipped, collection is probable and the
fee is fixed and determinable.  Expenses are recognized when incurred.  Adoption
of  Staff  Accounting  Bulletin  (SAB)  No. 101 has had no effect on the way the
Company  recognizes revenue.  The Company has not had to change their accounting
policies  to  comply  with  SAB  No.  101.

Segment  Reporting

The Company is a single segment reporting entity.  At the current time all sales
and  related  expenses  are  from video media programs, which includes tapes and
CDs.

Earnings  Per  Share  of  Common  Stock

The  Company adopted SFAS No. 128, "Earnings Per Share" in the fourth quarter of
fiscal  1999.  SFAS  No.  128  is  intended  to  simplify the earnings per share
computations  and  make them more comparable from company to company.  All prior
year  earnings  per  share amounts have been recalculated in accordance with the
earnings  per share requirements under SFAS No. 128; however, such recalculation
did  not  result in any change to the Company's previously reported earnings per
share for all years presented.  Potential common shares, including stock options
and  warrants  have  been  excluded from the calculation of diluted earnings per
share  for  March  31,  2003,  as  their  effect  is  anti-dilutive.

NOTE  3  -  UNCERTAINTY  OF  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN

The  accompanying  combined financial statements have been prepared assuming the
Companies  will  continue  as  going  concerns.  The  Companies have experienced
significant  losses  and  have a combined accumulated deficit of $1,478,284.  At
March  31,  2003,  current  liabilities  significantly  exceed  current  assets.
Management  is actively seeking a merger or joint venture transaction.  There is
no  assurance,  however, that the Companies will be able to complete their plans
in the future at commercially reasonable terms, if at all, or that the Companies
will  be  able  to  meet  their  future  contractual  obligations.

NOTE  4  -  SUBSCRIPTION  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).


                        See Accompanying Auditors' Report

                                       19
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  4  -  SUBSCRIPTION  AND  ROYALTY  AGREEMENTS  (CONTINUED)

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
$.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 closer to
the  fair  market  value  of  the  stock.

NOTE  5  -  NOTES  PAYABLE
<TABLE>
<CAPTION>
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
<S>                                                                  <C>
year was $2,640.                                                     $ 27,000
                                                                     ========
</TABLE>

NOTE  6  -  RELATED  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:

<TABLE>
<CAPTION>
<S>                                                         <C>
          Internet Infinity, Inc.                            72.11%
          Electronic Media Central Corporation               71.30%
          Morris & Associates, Inc.                          72.11%
          L&M Media, Inc.                                    51.00%
          Apple Realty, Inc.                                100.00%
          Apple Media Corporation                            51.00%
</TABLE>




                        See Accompanying Auditors' Report

                                       20
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  6  -  RELATED  ENTITIES  TRANSACTIONS  (CONTINUED)

<TABLE>
<CAPTION>
     Trade  accounts  payable:
<S>                                                   <C>
       L&M  Media,  Inc.                              $    34,863
                                                      ===========

     Notes  payable  to:
       Anna  Moras  (Mother of George Morris),
       with interest at 6% per annum, due  upon
       90 days written notice.  Interest expense
       for the year ended March 31, 2003  on  this
       note  is  $2,342.                              $    14,652
                                                      ===========

       Apple  Realty,  Inc., 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 year ended March  31,  2003  is
       $13,818.                                       $   332,196
                                                      ===========
</TABLE>

The transactions between these companies during the fiscal years ended March 31,
2003  and  2002  are  as  follows:

<TABLE>
<CAPTION>
                                                           2003        2002
                                                         --------    --------
     III accrued consulting fees owed to
<S>                                                      <C>         <C>
       Apple Realty, Inc.                                $120,000    $ 12,000

     EMC accrued consulting fees owed to
       Apple Realty, Inc.                                  60,000      47,000

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

     M  &  A  purchases  from  Apple  Media
       Corporation  (AMC) included in cost of sales         2,370     684,698
</TABLE>

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

<TABLE>
<CAPTION>
                                                   Monthly          Annually
                                                  --------         ---------
<S>                                               <C>              <C>
     Rent                                         $    750         $   9,000
     Telephone                                         750             9,000
     Utilities                                         750             9,000
                                                  --------         ---------
                                                  $  2,250         $  27,000
                                                  ========         =========
</TABLE>

III,  M&A,  and  EMC  have  month-to-month agreements with L&M Media, Inc. for a
total  monthly  fee of $2,250 for the above expenses.  III and M&A each pay $225
per  month.  EMC  paid  $1,200 per month for the first quarter, $1,575 per month
for  the  second  quarter,  and  $1,800  per  month  for  the last two quarters.


                        See Accompanying Auditors' Report

                                       21
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  7  -  DUE  TO  OFFICER

<TABLE>
<CAPTION>
            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
<S>                                                                <C>
            George Morris.                                         $ 228,516

                 Less Current Portion                                (36,000)
                                                                   ---------

                 Long-Term Portion                                 $ 192,516
                                                                   =========
</TABLE>

Maturities  of  due  to  officer  are  as  follows:
<TABLE>
<CAPTION>
                                 For the Year Ending
                                      March 31,
                                      ---------
<S>                                                                <C>
                                        2003                       $  36,000
                                        2004                          36,000
                                        2005                          36,000
                                        2006                          36,000
                                        2007                          36,000
                                        2008                          36,000
                                        2009                          12,516
                                                                   ---------
                                                                   $ 228,516
                                                                   =========
</TABLE>

Interest  charged  to  expenses  for the year ended March 31, 2003, on the above
note  was  $  14,168.

NOTE  8  -  STOCKHOLDERS'  EQUITY  (DEFICIT)

During  the  fiscal  year  ended  March  31,  2002, III issued 300,000 shares of
restricted  common  stock.  When  the stock was issued, the fair market value of
the  stock  was  $.07 per share.  Because of the restricted nature of the stock,
management  decided  that  all  of  the following shares should be recorded at a
value  of  $.05  per  share.  100,000  shares  were  issued in consideration for
employee  bonuses  and  consulting services and have been recorded as an expense
for  $5,000.  160,000  shares  of  stock  were  issued  to three stockholders in
consideration  for  extending  the  due  dates  of  their  notes  payable.

In March 2003, III issued 8,000,000 shares of common stock for relief of debt as
follows:

<TABLE>
<CAPTION>
                                           Shares      Value    Price Per Share
                                          ---------  ---------  ---------------
<S>                                       <C>        <C>         <C>
     George  Morris                       4,700,000  $  65,800   $      0.014
     Anna  Moras                          1,300,000     18,200          0.014
     Apple Realty, Inc.                   2,000,000     28,000          0.014
                                          ---------  ---------
                                          8,000,000  $ 112,000
                                          =========  =========
</TABLE>

In  August  2001,  prior  to  the spin-off of EMC, the Board of Directors of III
voted  and  approved the reverse split of EMC shares from 10,000,000 to 500,000.
The par value, in accordance with this reverse split, has changed from $.001 per
share  to  $.02  per  share.

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.

                        See Accompanying Auditors' Report

                                       22
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  8  -  STOCKHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

In  March  2003, EMC issued 450,000 shares of common stock for relief of debt as
follows:

<TABLE>
<CAPTION>
                                           Shares      Value    Price Per Share
                                          ---------  ---------  ---------------
<S>                                       <C>        <C>         <C>
     George  Morris                       390,000    $  10,920   $      0.028
     Anna  Moras                           60,000        1,680          0.028
                                          -------    ---------
                                          450,000    $  12,600
                                          =========  =========
</TABLE>

The  unpaid stock subscription of $9,999 due from III to EMC was paid during the
current  year  ended  March  31,  2002.

NOTE  9  -  CONCENTRATIONS  OF  CREDIT  RISK

For the fiscal year ended March 31, 2003, revenue from four customers represents
31% of the Company's total revenue.  As of March 31, 2003, none of the Company's
outstanding  accounts  receivable  represent a significant portion of the total.

Morris  &  Associates,  Inc.'s  only supplier of products is AMC.  (See Note 6.)

NOTE  10  -  DEFERRED  INCOME  TAXES

The net deferred tax amounts included in the accompanying combined balance sheet
include  the  following  amounts  of  deferred  tax  assets  and  liabilities:

<TABLE>
<CAPTION>
<S>                                                         <C>
          Deferred  tax  asset  -  non-current              $ 409,661
          Deferred  tax  liability  -  non-current                  -
          Less valuation allowance                           (409,661)
                                                            ---------

            Net  asset  -  non-current                      $       -
                                                            =========
</TABLE>

The  deferred  tax  asset  resulted  from  a net operating loss carryforward for
federal  and  state  income  tax  purposes  of  approximately  $1,000,000.

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,
2003,  valuation  allowance  increased  by  $42,224.

NOTE  11  -  (PROVISION)  FOR  INCOME  TAXES

The  components  of  the  (provision)  for  income  taxes  are  as  follows:

<TABLE>
<CAPTION>
                                                       2003        2002
                                                     --------  ----------
          Current  (Provision)
<S>                                                  <C>       <C>
              Federal                                $     -   $       -
              State                                   (2,400)     (2,400)
                                                     -------   ---------

                                                     $(2,400)  $  (2,400)
                                                     =======   =========
          Deferred  (Provision)
              Federal                                $     -   $ (23,547)
              State                                        -           -
                                                     -------   ---------

                                                     $     -   $ (23,547)
                                                     =======   =========
</TABLE>



                        See Accompanying Auditors' Report

                                       23
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  11  -  (PROVISION)  FOR  INCOME  TAXES  (CONTINUED)

III  has a net operating loss carryforward of approximately $980,000 for federal
tax  purposes  and  approximately  $490,000 for state tax purposes.  For federal
income  tax  purposes, the net operating loss carryforwards expire through 2023.
For  state  income  tax  purposes,  the  net operating loss carryforwards expire
through  2008.

NOTE  12  -  NET  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:

<TABLE>
<CAPTION>
                                                        2003            2002
                                                   -------------   -------------
<S>                                                <C>             <C>
          Combined  basic  net  income  (loss)     $   (376,491)   $   (425,307)
                                                   ============    ============

          Combined weighted average common
            shares outstanding                       11,741,931      10,606,590
                                                   ------------    ------------

          Basic net income (loss) per share        $     (0.032)   $      (0.04)
                                                   ============    ============

          Weighted average common
            shares outstanding                       11,741,931      10,606,590

          Dilutive stock options                            N/A             N/A
                                                   ------------    ------------

          Weighted  average  common  shares
            outstanding  for  purposes  of
            computing  diluted  net  income
            per  share                               11,741,931      10,606,590
                                                   ============    ============

          Dilutive  net  income  per  share        $     (0.032)   $      (0.04)
                                                   ============    ============
</TABLE>

NOTE  13  -  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.  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, 2003 and 2002, 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, 2003 and 2002, as no options are granted at
a  price  below  the  market  price  on  the  date  of  grant.



                        See Accompanying Auditors' Report

                                       24
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  13  -  STOCK  OPTIONS  (CONTINUED)

Presented  below  is  a  summary of stock option plans' activities for the years
shown:

<TABLE>
<CAPTION>
                                                                     Weight-
                                                                     Average
                                                  Stock Options   Exercise Price
                                                  -------------   --------------
<S>                                                   <C>             <C>
     Outstanding  at  March  31,  2000                1,672,242       0.282
       Granted                                                -           -
       Exercised                                              -           -
       Forfeited                                              -           -
       Expired                                                -           -
                                                      ---------      ------

     Outstanding  at  March  31,  2001                1,672,242       0.282
       Granted                                                -           -
       Exercised                                        (40,000)      0.108
       Forfeited                                        (20,000)      0.308
       Expired                                           (5,000)      0.109
                                                      ---------      ------

     Outstanding  at  March  31,  2002                1,607,242       0.280
       Granted                                                -           -
       Exercised                                              -           -
       Forfeited                                              -           -
       Expired                                         (450,000)      0.158
                                                      ---------      ------

     Outstanding  at  March  31,  2003                1,157,242       0.327
                                                      =========      ======

      Shares  exercisable  at  March  31,  2003       1,127,242       0.328
                                                      =========      ======
</TABLE>

The  40,000  stock  options  exercised  for  the year ended March 31, 2002, were
exercised  at  $0  price  by  two  employees  of  III  in  lieu of a cash bonus.

Exercise  prices for options outstanding as of March 31, 2003, range from $0.125
to  $0.42.  The  following  table summarizes information for options outstanding
and  exercisable  at  March  3,  2003:



<TABLE>
<CAPTION>
                           Options Outstanding           Options Exercisable
                   ----------------------------------   ----------------------
                                             Weighted
                                 Weight-      Average                  Weight-
                      Stock      Average     Remaining      Stock      Average
Exercise             Options     Exercise   Contractual    Options    Exercise
Prices             Outstanding    Price        Life      Exercisable    Price
------------       -----------   --------   -----------  -----------  --------
<S>                 <C>          <C>           <C>        <C>          <C>
$0.308-$0.314         947,242    0.311          .75.1       917,242    0.311
$0.4000-$0.4200       210,000    0.400         .5-1.5       210,000    0.400
                    ---------                             ---------

                    1,157,242                             1,127,242
                    ---------                             ---------
</TABLE>

In  electing to continue to follow APBO No. 25 for expense recognition purposes,
III  is  obliged to provide the expanded disclosures required under SFAS No. 123
for  stock-based  compensation  granted  since  1996,  including  if  materially
different from reported results, disclosure of pro forma net income and earnings
per  share had compensation expense relating to the fiscal years ended March 31,
2003  and 2002, grants been measured under the fair value recognition provisions
of  SFAS  No.  123.


                        See Accompanying Auditors' Report

                                       25
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  13  -  STOCK  OPTIONS  (CONTINUED)

The weighted-average fair values at the date of grant for options granted during
the  fiscal  years  ended  March  31,  2003  and  2002,  were  $0.

The  weighted-average  fair  values,  at date of grant for options granted, were
either  the  same or higher than the market values during the fiscal years ended
March  31,  2003 and 2002.  The Company's net income and earnings per share will
be  the  same as the pro forma net income and earnings per share; therefore, the
Company's  pro  forma  information  had  not  been  presented.

NOTE  14  -  SPIN-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:

<TABLE>
<CAPTION>
                                  For the Quarter Ended    For the Year-To-Date Periods
                                         March 31,                Ended March 31,
                                 ----------------------   -----------------------------
                                    2003        2002            2003        2002
                                 ----------  ----------      ----------  ----------
<S>                              <C>         <C>             <C>         <C>
     Net  Sales                  $  65,749   $ 118,745       $ 297,820   $ 801,289
     Costs  and  Expenses         (130,943)   (276,168)       (391,716)   (991,000)
                                 ---------   ---------       ---------   ---------
       (Loss) Before Income Taxes  (65,194)   (157,423)        (93,896)   (189,711)

     Income  Taxes                       -           -            (800)       (800)
                                 ---------   ---------       ---------   ---------

       Net  (Loss)               $ (65,194)  $(157,423)      $ (94,696)  $(190,511)
                                 =========   =========       =========   =========

                                         March 31,
                                 ----------------------
                                    2003        2002
                                 ----------  ----------
     Current  Assets             $  32,410   $  40,526
     Other  Assets                       -       1,850
                                 ---------   ---------

       Total  Assets             $  32,410   $  42,376
                                 =========   =========

     Current  Liabilities        $  60,833   $  98,903
     Long-Term  Liabilities        109,200           -
     Stockholders' Equity
       (Deficit)                  (137,623)    (56,527)
                                 ---------   ---------
       Total  Liabilities
         and Stockholders'
         Equity                  $  32,410   $  42,376
                                 =========   =========
</TABLE>


                        See Accompanying Auditors' Report

                                       26
<PAGE>
             INTERNET INFINITY, INC., MORRIS & ASSOCIATES, INC. AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2003


NOTE  15  -  SPIN-OFF  OF  MORRIS  &  ASSOCIATES,  INC.

In  July  2002,  III  spun-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.  The value of the distribution was based on
the  estimated  fair  market  value  of  the  Company.

Information  regarding  M&A  is  as  follows:

<TABLE>
<CAPTION>
                                  For the Quarter Ended    For the Year-To-Date Periods
                                         March 31,                Ended March 31,
                                 ----------------------   -----------------------------
                                    2003        2002            2003        2002
                                 ----------  ----------      ----------  ----------
<S>                              <C>         <C>             <C>         <C>
     Net  Sales                  $   1,728   $   3,677       $  11,775   $   17,620
     Costs  and  Expenses          (72,516)     (2,213)        (87,669)     (13,288)
                                 ---------   ---------       ---------   ---------
       Income  (Loss)  Before
         Income  Taxes             (70,788)      1,464         (75,894)       4,332

     Income  Taxes                       -        (800)           (800)        (800)
                                 ---------   ---------       ---------   ---------

       Income  Net  (Loss)       $ (70,788)  $     664       $ (76,694)  $    3,532
                                 =========   =========       =========   ==========

                                         March 31,
                                 ----------------------
                                    2003        2002
                                 ----------  ----------

     Current  Assets             $   1,394   $   4,384
     Other  Assets                       -       3,795
                                 ---------   ---------

       Total  Assets             $   1,394   $   8,179
                                 =========   =========

     Current  Liabilities        $  17,288   $   4,411
     Long-Term  Liabilities         60,300           -
     Stockholders' Equity
       (Deficit)                   (76,194)      3,768
                                 ---------   ---------

       Total  Liabilities and
         Stockholders'  Equity   $   1,394   $   8,179
                                 =========   =========
</TABLE>

NOTE  16  -  BAD  DEBTS  EXPENSE,  NET  OF  FORGIVENESS

At  March  31,  2002,  bad  debts  expense  consists  of  the  following:

<TABLE>
<CAPTION>
<S>                                                           <C>
     Write-off of accounts receivable from AMC                $  76,472

     Debt  forgiveness  consists  of  write-off
     of  remaining  payable  to Athans  Magnetic
     Media  per  agreement                                      (19,409)
                                                              ---------

       Net  bad  debts  expense                               $  57,063
                                                              =========
</TABLE>





                        See Accompanying Auditors' Report

                                       27

<PAGE>

Item  8.  Changes  In  and  Disagreements  With  Accountants  On  Accounting and
Financial  Disclosure.

     There  have been no changes in or disagreements with our accountants during
the  past  three  years  on  accounting  and  financial  disclosure.

                                    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, 2003, the directors'
terms  of  office  and  the period each director has served are set forth in the
following  table:

<TABLE>
<CAPTION>
Person                     Positions  and  Officers              Since   Expires
------                     ------------------------              -----   -------
<S>                        <C>                                    <C>      <C>
George Morris, 64          Chairman of the Board of Directors -   1996     2004
                           Acting  President/CEO
                           Vice  President  Marketing

Roger  Casas,  54          Director                               1999     2004
                           Vice  President  Operations

Shirlene  Bradshaw,  64    Member of the Board of Directors       1999     2004
                           Business Manager
</TABLE>

     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.


                                       28
<PAGE>

     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.

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
<TABLE>
<CAPTION>
                                                                          Long  Term  Compensation
                                                                          ------------------------
                                                      Awards
                                             -------------------------
          Annual  Compensation                              Securities
-----------------------------------------                   ----------
                                                            Underlying         Payouts
                                                            ----------    ---------------
                              Other Annual   Restricted     Options/      LTIP       All  Other
                              ------------   ----------     ----------    -------    ------------
Year      Salary    Bonus     Compensation   Stock Awards   SARS          Payouts    Compensation
----      ------    -----     ------------   ------------   ----------    -------    ------------
<S>      <C>          <C>          <C>            <C>           <C>         <C>            <C>
2003      2,400       0            0              0             0           0              0
2002     13,800       0            0              0             0           0              0
2001     16,700       0            0              0             0           0              0
</TABLE>


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.



                                       29
<PAGE>

Stock  Options

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

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.

     The  table  below  sets forth, as of March 31, 2003 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.
<TABLE>
<CAPTION>
                                                              Percent  of
                                             Number           Outstanding
     Name  and  Address                    of  Shares           Shares
     --------------------------            ----------         -----------
<S>                                         <C>                 <C>
     L&M  Media,  Inc.  (1)                 4,535,714           24.2
     663  the  Village
     Redondo  Beach,  CA  90277

     Apple  Realty,  Inc.  d/b/a
     Hollywood  Riviera  Studios  (1)       3,034,482           16.2
     663  the  Village
     Redondo  Beach,  CA  90277

     George  Morris,  Chairman/CEO          6,859,000           36.6
     663  the  Village
     Redondo  Beach,  CA  90277

     Roger  Casas,  Vice  President            32,000            (2)
     108  E.  228th  St
     Carson,  CA  90745

     Shirlene  Bradshaw,  Director             30,500            (2)
     1900  W.  Artesia  #38
     Gardena,  Ca  90745

     Officers  and  Directors
     as  a  group  (3  persons)            14,491,696           77.4
     -------------------------------
</TABLE>

     (1)     The  shares  owned  of  record by L&M Media, Inc. and 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.

                                       30
<PAGE>

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  72.11  percent  of all outstanding stock of
Internet  Infinity,  Inc.  He  has  an economic interest in 51.37 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  51.00  percent  of  L&M  Media,  Inc.

                 i.     It  owns  24.2  percent  of  Internet  Infinity,  Inc.

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

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

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

     Summary  of  George  Morris'  Interest
     --------------------------------------
<TABLE>
<CAPTION>
               Economic  Interest               Beneficial  Interest
               ------------------               --------------------
<S>            <C>   <C>      <C>   <C>                <C>
       .51     x     .242     =     .123               .242
      1.00     x     .162     =     .162               .162
      1.00     x     .366     =     .366               .366
                                    ----               ----

                                    .651                .77
</TABLE>

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


                                       31
<PAGE>

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.

     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:


           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.*

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

                                       32
<PAGE>

          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**

          99          -     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.

          99.1        -     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.

(b)     Reports  on  Form  8-K

        None.

Item  14.     Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that
these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation.



                                       33
<PAGE>

                                   SIGNATURES

     In accordance with Section 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:  June  25,  2003              By/s/  George  Morris
                                      ------------------------------------------
                                      George  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.



Date:  June  25,  2003              /s/George  Morris
                                    --------------------------------------------
                                       George Morris,  Chief Financial  Officer,
                                       Chief Executive  Officer,  and  Director



Date:  June  25,  2003              /s/Roger  Casas
                                    --------------------------------------------
                                    Roger  Casas,  Director



Date:  June  25,  2003              /s/Shirlene  Bradshaw
                                    --------------------------------------------
                                    Shirlene  Bradshaw,  Director


                                       34
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  George Paul Morris, Chief Executive Officer of the registrant, certify that:

     1.     I  have  reviewed  this  annual  report  on  Form 10-KSB of Internet
Infinity,  Inc.;

     2.     Based  on  my  knowledge,  this  annual  report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  annual  report  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  June  25,  2003                    /s/  George  Paul  Morris
                                          --------------------------------------
                                          George  Paul  Morris
                                          Chief  Executive  Officer



                                       35
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  George Paul Morris, Chief Financial Officer of the registrant, certify that:

     1.     I  have  reviewed  this  annual  report  on  Form 10-KSB of Internet
Infinity,  Inc.;

     2.     Based  on  my  knowledge,  this  annual  report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

       a.   designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

        b.   evaluated   the   effectiveness   of  the  registrant's  disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");  and

        c.   presented   in   this   annual   report  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.     The  registrant's  other certifying officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  June  25,  2003                    /s/George  Paul  Morris
                                          --------------------------------------
                                          George  Paul  Morris
                                          Chief  Financial  Officer

                                       36
<PAGE>


                            INTERNET INFINITY, INC.
                          Commission File No. 0-27633

                                  FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2003


                                INDEX TO EXHIBITS

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

           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.*

          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**

          99          -     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.

          99.1        -     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.