U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 1 TO FORM 10-KSB
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 2005


                                       OR

                    [ ] TRANSITION UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                             INTERNET INFINITY, INC.
             (Exact name of registrant as specified in its charter)

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

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


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

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value

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

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

State issuer's revenues for its most recent fiscal year:  $25,271

<PAGE>

State the aggregate market value of the 18,718,780  voting and non-voting common
equity held by non-affiliates computed by reference to the $0.05 average bid and
asked price of such common equity, as of June 28, 2005: $935,939.

As of June 28, 2005,  there were 18,718,780  shares of the  Registrant's  Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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











                                       ii

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

Item 2   Description of Property...............................................3

Item 3   Legal Proceedings.....................................................3

Item 4   Submission of Matters to a Vote of Security Holders...................3

Item 5   Market for Common Equity and Related Stockholder Matters..............3

Item 6   Management's Discussion and Analysis..................................5
         Results of Operations.................................................5
         Sales.................................................................5
         Gross Margin..........................................................5
         Selling, General and Administrative Expenses..........................5
         Net Profit (Loss).....................................................5
         Balance Sheet Items...................................................6
         Outlook...............................................................6
         Off-Balance Sheet Arrangements........................................7
         Contractual obligations...............................................7

Item 7   Financial Statements..................................................8

Item 8   Changes In and Disagreements With Accountants on Accounting
           and Financial Disclosure...........................................25

Item 8A  Controls and Procedures..............................................25

                                      iii

<PAGE>

Item 9   Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..................26
         Compliance with Section 16(a) of the Exchange Act....................27
         Audit Committee and Audit Committee Financial Expert.................27
         Code of Ethics.......................................................28

Item 10  Executive Compensation...............................................28
         Stock Options........................................................28
         Employment Contracts.................................................28

Item 11  Security Ownership of Certain Beneficial Owners
           and Management.....................................................28

Item 12  Certain Relationships and Related Transactions.......................29

Item 13  Exhibits.............................................................30

Item 14  Principal Accountant Fees and Services...............................32

Signatures....................................................................33











                                       iv

<PAGE>

Item 1.  Description of Business.

Business Development.

     Internet  Infinity,  Inc. (the  "Company") was  incorporated on October 27,
1995  in the  State  of  Delaware.  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.  By early 1997 our
software  sales were slipping  toward zero and Internet  Infinity had to find an
alternative revenue opportunity to survive.

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

     Today,  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 the Company
-----------------------

     Internet Infinity

     o    distributes blank media.

Products
--------

     We have one principal product:

     o    blank video tape.

Suppliers and Sub-Contractors
-----------------------------

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

     The functional  relationship  between  Internet  Infinity and Apple Realty,
Inc.  dba/Morris  Group  consultants,  a  company  owned by George  Morris,  the
controlling  shareholder and officer and director of Internet Infinity is one of


                                       1
<PAGE>

independent  contractors.  Apple Realty, Inc dba/ Morris Group with its business
broker real  estate  license is helping  our  company  develop  and  implement a
strategy for possible merger and acquisition activity by Internet Infinity.

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 two large customers at $25,271 sales for fiscal 2005, our company
will  most  likely  discontinue  all  sales  operations  with  the loss of these
customers.  Revenue  for  Internet  Infinity  may go to  zero  if no  merger  or
alternative business is found.

Patents, Trademarks and Licenses
--------------------------------

     We have no proprietary patents, trademarks or licenses.

Government Approval and Regulations
-----------------------------------

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

Research and Development
------------------------

     We have no budget for research and development.


                                       2
<PAGE>

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.  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.

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

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

     There  were  no  matters  submitted  to a vote of the  stockholders  of our
company during 2005 through the solicitation of proxies or otherwise.

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

     Market  Information.  Internet  Infinity's  common  stock is  quoted on the
Electronic OTC Bulletin Board. Its symbol is "ITNF."

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


                                       3
<PAGE>

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

                                        High          Low
                                        ----          ---

     FY 2004           1st Qtr.         0.02          0.015
     -------
                       2nd Qtr.         0.015         0.015
                       3rd Qtr.         0.03          0.015
                       4th Qtr.         0.03          0.025

     FY 2005           1st Qtr.         0.05          0.03
     -------
                       2nd Qtr.         0.10          0.05
                       3rd Qtr.         0.11          0.05
                       4th Qtr.         0.17          0.05

     On June 28, 2005 there were 18,718,780 shares of common stock  outstanding.
No shares are subject to securities convertible into such shares of stock.

     Holders.  On June 28, 2005 there were approximately 41 holders of record of
our common stock.  Some  2,308,564  shares of common stock are held in brokerage
accounts under the record name of "Cede & Co."

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

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

                              No. of
                              Shares         Price per      Nature of
Person             Date       Issued         Share          Consideration
------             ----       ------         -----          -------------
George Morris      03-03      6,700,000      $0.014         (1)(2)
Anna Moras         03-03      1,300,000      $0.014         (1)

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

(2)  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.


                                       4
<PAGE>

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 and is qualified in
its  entirety  by the  foregoing  and by  more  detailed  financial  information
appearing elsewhere. See "Financial Statements."

Results of Operations

     The following table presents,  as a percentage of sales,  certain  selected
financial data for the two fiscal years ended March 31, 2005 and March 31, 2004.

                                            Years Ended  3-31
                                     2004                      2005
                                    --------------------------------

Sales                                   100.0%                 100.0%
Cost of sales                            20.0                   30.0
                                    ---------                 ------
Gross margin                             80.0                   70.0
Selling, general and
    administrative
    expenses                         (9,601.9)                (307.3)
Interest income (expense)            (1,974.4)                (150.6)
                                    ---------                 ------
Net income (loss) before
    income taxes                    (11,576.3)                (461.8)

Sales
-----

     Sales  increased  by $23,649 from $1,622 in the fiscal year ended March 31,
2004 to $25,271 in the fiscal  year ended March 31,  2005,  an increase of 1,458
percent.  The  increase in sales was  attributable  primarily  to an increase of
packaging  sales  by  the  Company  attributable  primarily  to an  increase  in
purchases by existing customers caused by a growing economy.

Gross Margin
------------

     Gross  margin  increased  by  $16,392  from  $1,297 in fiscal  year 2004 to
$17,689 in fiscal year 2005 in dollar amounts but decreased  from 80.0.  percent
in fiscal  2004 to 70.0.  percent in fiscal  2005 in  percentage  of sales.  The
change in gross margin was also  attributable to the lower packaging sales gross
margin.

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

     Selling,  general and  administrative  expenses  decreased  by $61,678 from
$157,017,  in fiscal year 2004, to $95,339,  in fiscal year 2004. A breakdown of
the decreases is:

o    Bad debt expense remained at zero at March 31, 2004 and March 31, 2005.


                                       5
<PAGE>

o    Internet Infinity consulting expense for the fiscal year ended decreased to
     zero for the fiscal year ended  March 31, 2005 from  $75,000 for the fiscal
     year ended March 31, 2004.

o    Professional fees including legal and accounting increased from $37,782 for
     the fiscal year ended March 31, 2004,  to $44,301 for the fiscal year ended
     March 31, 2005  primarily due to increases in accounting  fees required for
     public stock companies reporting to the Securities Exchange Commission.

o    Salaries and related  expenses were  decreased  from $34,001 for the fiscal
     year ended March 31,  2004,  to $30,651 for the fiscal year ended March 31,
     2005, due to reduction in sales and management personnel.

Net Profit (Loss)
-----------------

     We had a net loss from  operations,  after a provision for income taxes, in
the fiscal year ended March 31, 2004 of $188,539, or $0.01 a share of our common
stock.  In the  fiscal  year  ended  March 31,  2005 we had a net loss,  after a
provision for income taxes, of $117,510,  or $0.01 a share of common stock.  The
loss decrease  primarily due to an  elimination  of all  consulting  expense was
partially offset by the $6,519 increase in professional and accounting expense.

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

     The net loss of $117,510 for the fiscal year ended March 31, 2005 increased
the retained earnings deficit from $1,428,906 on March 31, 2004 to $1,546,416 on
March 31,  2005.  Our cash  position  decreased  from $1,480 for the fiscal year
ended March 31, 2004 to $399 for the fiscal year ended March 31, 2005.  Accounts
receivable net of allowance for doubtful  accounts from non  affiliates  remains
unchanged  at $0 at the  end of  fiscal  year  2005,  while  inventory  remained
unchanged at zero for the fiscal year ended March 31, 2004 and March 31, 2005.

     Outlook
     -------

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

     We had been able to stay in operation  only (1) with the services  provided
by Pac Max,  Inc.  an  independent  supplier  of  electronic  media  duplication
services and (2) from the cash flow generated from the sale of electronic  media
duplication  services.  Also,  George Morris  personally  advanced  funds to our
Company when needed.

     Internet  Infinity,  Inc.  management  believes  that it will not  generate
sufficient cash flow to support  operations during the twelve months ended March
31, 2006.  Although sales and expenses  should  continue to decline with the new
supplier  Pac-Max and even if our company can generate a net profit and positive
cash flow from  operations,  additional  funds will be necessary  for  continued
operation of the company.


                                       6
<PAGE>
<TABLE>
<CAPTION>

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

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

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

Off-Balance Sheet Arrangements

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

     o    an obligation under a guarantee contract,
     o    a  retained  or  contingent  interest  in  assets  transferred  to the
          unconsolidated  entity or similar  arrangement  that serves as credit,
          liquidity or market risk support to such entity for such assets,
     o    an  obligation,  including a contingent  obligation,  under a contract
          that would be accounted for as a derivative instrument, or
     o    an  obligation,  including a contingent  obligation,  arising out of a
          variable  interest  in an  unconsolidated  entity that is held by, and
          material  to, us where  such  entity  provides  financing,  liquidity,
          market risk or credit risk support to, or engages in leasing, hedging,
          or research and development services with, us.

Contractual obligations

     The following table sets forth, as of the end of the latest fiscal year-end
balance sheet, information with respect to our known contractual obligations.

-------------------------- -----------------------------------------------------------------
                                                  Payments Due-by Period
-------------------------- -----------------------------------------------------------------
        Contractual                    Less Than                                 More Than
        Obligations          Total      1 Year       1-3 Years     3-5 Years      5 Years
-------------------------- --------- ------------- ------------- ------------- -------------
<S>                        <C>       <C>           <C>           <C>           <C>
Long-Term Debt
Obligations                  None
-------------------------- --------- ------------- ------------- ------------- -------------
Capital Lease
Obligations                  None
-------------------------- --------- ------------- ------------- ------------- -------------
Operating Lease
Obligations                  None
-------------------------- --------- ------------- ------------- ------------- -------------
Other Long-Term
Liabilities Reflected on
Our Balance Sheet
under GAAP                   None
-------------------------- --------- ------------- ------------- ------------- -------------

-------------------------- --------- ------------- ------------- ------------- -------------
Total                        None
-------------------------- --------- ------------- ------------- ------------- -------------
</TABLE>


     Our future results of operations and the other  forward-looking  statements
contained in this Offering  Circular,  in particular  the  statements  regarding
projected  operations in the present fiscal year,  involve a number of risks and
uncertainties.


                                       7
<PAGE>

Item 7.  Financial Statements.
                                                                            Page
                                                                            ----

         Independent Auditors Report                                           9
         Balance Sheet March 31, 2005 and 2004                                10
         Statement of Operations Year Ended March 31,
                  2005 and 2004                                               11
         Statement of Cash Flows Year Ended March 31,
                  2005 and 2004                                               12
         Statement of Changes in Stockholders' Equity for the Year
                  Ended March 31, 2005 March 31, 200                          13
         Notes to Financial Statements                                        14












                                       8
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Stockholders and Board of Directors
Internet Infinity, Inc


We have audited the  accompanying  balance sheet of Internet  Infinity,  Inc., a
Delaware  Corporation  ("the  Company")  as of March  31,  2005 and the  related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years  ended  March  31,  2005 and  2004.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Internet Infinity,  Inc. as of
March 31,  2004 and the  results  of its  operations  and its cash flows for the
years ended March 31, 2005 and 2004 in  conformity  with  accounting  principles
generally accepted in the United States of America.


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


/s/ Kabani & Company, Inc.

KABANI & COMPANY, INC.

Huntington Beach, California
June 6, 2005





                                       9
<PAGE>

                             INTERNET INFINITY, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2005



                                     ASSETS
                                     ------
CURRENT ASSETS:
           Cash & cash equivalents                                  $       399
                                                                    -----------
                                                                    $       399
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES:
           Accounts payable & accrued expenses                      $   100,652
           Note payable                                                  27,000
           Note payable - related parties                               277,403
           Due to officer                                               289,278
           Due to related party                                          98,313
                                                                    -----------
                    Total current liabilities                           792,645
                                                                    -----------

STOCKHOLDERS' DEFICIT
           Preferred stock, $.001 par value; 30,000,000 shares
           authorized, none outstanding                                    --
           Common stock, $.001 par value; 20,000,000 shares
           authorized, 18,718,780 outstanding                            18,719
           Additional paid in capital                                   735,451
           Accumulated deficit                                       (1,546,416)
                                                                    -----------
                    Total stockholders' deficit                        (792,246)
                                                                    -----------
                                                                    $       399
                                                                    ===========



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


                                       10
<PAGE>

                             INTERNET INFINITY, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004


                                                  For the Years Ended March 31,
                                                      2005             2004
                                                  ------------     ------------

Revenues                                          $     25,271     $      1,622

Cost of sales                                            7,581              324
                                                  ------------     ------------

           Gross profit                                 17,689            1,297
                                                  ------------     ------------

Operating expenses
           Professional fees                            44,301           37,782
           Salaries and related expenses                30,651           34,001
           Consulting fees to related party               --             75,000
           Other                                        20,387           10,234
                                                  ------------     ------------
                     Total operating expenses           95,339          157,017

                                                  ------------     ------------
Loss from operations                                   (77,650)        (155,719)

Non-operating income (expense):
           Interest expense                            (39,060)         (32,020)

                                                  ------------     ------------
Loss before income taxes                              (116,710)        (187,739)

Provision for income taxes                                 800              800

                                                  ------------     ------------
Net loss                                          $   (117,510)    $   (188,539)
                                                  ============     ============

Basic & diluted weighted average number of
    common stock outstanding                        18,718,780       18,718,780
                                                  ============     ============

Basic & diluted net loss per share                $      (0.01)    $      (0.01)
                                                  ============     ============


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


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


                                       11
<PAGE>
<TABLE>
<CAPTION>

                             INTERNET INFINITY, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004



                                       Common stock
                               ---------------------------   Additional                                        Total
                                 Number of                     paid in      Subscription    Accumulated    stockholders'
                                  shares         Amount        capital       receivable        deficit        deficit
                               ------------   ------------   ------------   -------------   ------------    ------------
<S>                            <C>            <C>            <C>            <C>             <C>             <C>
Balance as of March 31, 2003     18,718,780   $     18,719   $    735,451   $        --     $ (1,240,367)   $   (486,197)

Net loss for the year                  --             --             --              --         (188,539)       (188,539)
                               ------------   ------------   ------------   -------------   ------------    ------------
Balance as of March 31, 2004     18,718,780         18,719        735,451            --       (1,428,906)       (674,736)

Net loss for the year                  --             --             --              --         (117,510)       (117,510)
                               ------------   ------------   ------------   -------------   ------------    ------------
Balance as of March 31, 2005     18,718,780   $     18,719   $    735,451   $        --     $ (1,546,416)   $   (980,785)
                               ============   ============   ============   =============   ============    ============
                                 </TABLE>




















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



                                       12
<PAGE>
<TABLE>
<CAPTION>

                             INTERNET INFINITY, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2005 AND 2004

                                                                       For the Years Ended March 31,
                                                                           2005             2004
                                                                       ------------     ------------
 <S>                                                                    <C>              <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                                     $   (117,510)    $   (188,539)
          Adjustments to reconcile net loss to net cash used in
          operating activities:
                Increase in accounts payable and accrued expenses            18,698           18,229
                Increase in accounts payable payable-related company         49,218           19,610
                                                                       ------------     ------------
          Net cash used in operating activities                             (49,593)        (150,701)
                                                                       ------------     ------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
                Increase in due to officer                                   63,712           31,824
                Proceeds (payments) from note payable                       (35,755)          35,755
                Proceeds from notes payable - related party                  20,555           79,500
                                                                       ------------     ------------
          Net cash provided by financing activities                          48,512          147,079
                                                                       ------------     ------------

 NET DECREASE IN CASH & CASH EQUIVALENTS                                     (1,081)          (3,621)

 CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                   1,480            5,101
                                                                       ------------     ------------

 CASH & CASH EQUIVALENTS, ENDING BALANCE                               $        399     $      1,480
                                                                       ============     ============


SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

          Interest paid during the year                                $     36,000     $     36,000
                                                                       ============     ============

          Taxes paid during the year                                   $       --       $       --
                                                                       ============     ============
</TABLE>



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


                                       13
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1          ORGANIZATION

Internet Infinity,  Inc. (III or "the Company") was incorporated in the State of
Delaware  on  October  27,  1995.  III is in the  business  of  distribution  of
electronic media duplication services and electronic blank media.

NOTE 2          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Changes in Reporting Entity

Through December 31, 2004, the financial statements of the company were combined
with Morris and Associates,  Inc. (M&A) and Electronic Media Central Corporation
(EMC) were  combined  because each company was owned  beneficially  by identical
stockholders.  Effective March 31, 2005, the financial statements of the Company
are being  presented on stand alone basis as the Company has determined that the
criteria for combination does no longer exist.

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

Accounts Receivable

The  Company  maintains   reserves  for  potential  credit  losses  on  accounts
receivable.  Management  reviews  the  composition  of accounts  receivable  and
analyzes  historical  bad  debts,  customer   concentrations,   customer  credit
worthiness,  current economic trends and changes in customer payment patterns to
evaluate the adequacy of these  reserves.  Reserves are recorded  primarily on a
specific  identification  basis.  Accounts receivable and allowance for doubtful
debts amounted to $0 as at March 31, 2005.

Property & Equipment

Capital assets are stated at cost.  Equipment consisting of computers is carried
at cost.  Depreciation of equipment is provided using the  straight-line  method
over the estimated useful lives of the assets.  Expenditures for maintenance and
repairs  are  charged to  expense  as  incurred.  The  Company  did not have any
property & equipment balance at March 31, 2005.



                                       14
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



Long-lived assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets and  supersedes  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting  the  Results of  Operations  for a  Disposal  of a Segment of a
Business." The Company  periodically  evaluates the carrying value of long-lived
assets  to be held and used in  accordance  with  SFAS  144.  SFAS 144  requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amounts.  In
that  event,  a loss is  recognized  based on the  amount by which the  carrying
amount  exceeds  the  fair  market  value  of the  long-lived  assets.  Loss  on
long-lived  assets to be disposed of is determined in a similar  manner,  except
that fair market values are reduced for the cost of disposal.

Accounts payable & accrued expenses

Accounts payable and accrued expenses consist of the following:

           Accrued taxes                             $    1,600
           Accrued interest                              60,963
           Accrued legal and accounting                  20,640
           Accrued other                                 17,449
                                                     ----------
                                                     $  100,652
                                                     ==========

Income taxes

Deferred taxes are provided for on a liability method for temporary  differences
between the  financial  reporting and tax basis of assets and  liabilities  that
will result in taxable or deductible amounts in the future.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.  Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will be realized. For the year ended March 31,
2005, such differences were insignificant.

Stock-based compensation

SFAS No. 123 prescribes  accounting and reporting  standards for all stock-based
compensation plans, including employee stock options, restricted stock, employee
stock  purchase  plans and stock  appreciation  rights.  SFAS No.  123  requires
compensation  expense to be recorded (i) using the new fair value method or (ii)
using the existing  accounting rules  prescribed by Accounting  Principles Board
Opinion No. 25,  "Accounting for stock issued to employees" (APB 25) and related



                                       15
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



interpretations  with  proforma  disclosure  of what net income and earnings per
share would have been had the Company  adopted  the new fair value  method.  The
Company  has chosen to account for  stock-based  compensation  using  Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
has  adopted  the  disclosure   only   provisions  of  SFAS  123.   Accordingly,
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted  market  price of the  Company's  stock at the date of the grant over the
amount an employee is required to pay for the stock.

The Company accounts for stock-based  compensation  issued to non-employees  and
consultants  in  accordance  with the  provisions  of SFAS 123 and the  Emerging
Issues Task Force consensus in Issue No. 96-18 ("EITF  96-18"),  "Accounting for
Equity  Instruments  that are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling,  Goods or Services".  Valuation of shares for services
is based on the estimated fair market value of the services performed.

Fair value of financial instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current  liabilities  qualifying as
financial instruments are a reasonable estimate of fair value.

Basic and diluted net loss per share

Net loss per share is calculated  in accordance  with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share for all periods  presented  has been  restated to reflect the  adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised.  Dilution is computed by applying the treasury stock method. Under
this method,  options and warrants are assumed to be exercised at the  beginning
of the period (or at the time of issuance,  if later),  and as if funds obtained
thereby were used to purchase  common  stock at the average  market price during
the period.

Revenue Recognition

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
accounting  bulletin  (SAB)  104.  Sales  revenue is  recognized  at the date of
shipment to customers when a formal  arrangement  exists,  the price is fixed or
determinable, the delivery is completed, no other significant obligations of the
Company exist and collectibility is reasonably assured.



                                       16
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.

Segment Reporting

Statement of Financial  Accounting  Standards No. 131 ("SFAS 131"),  "Disclosure
about  Segments of an Enterprise  and Related  Information"  requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating  decisions and assessing  performance.  Reportable segments
are based on products  and  services,  geography,  legal  structure,  management
structure, or any other manner in which management disaggregates a company. SFAS
131 has no effect on the Company's financial  statements as substantially all of
the Company's operations are conducted in one industry segment.

Reclassifications

Certain  comparative  amounts have been reclassified to conform with the current
year's presentation.

Recent Pronouncements

In March 2004, the Emerging  Issues Task Force  ("EITF")  reached a consensus on
Issue  No.  03-1,  "The  Meaning  of  Other-Than-Temporary  Impairment  and  its
Application  to Certain  Investments."  The EITF  reached a consensus  about the
criteria  that should be used to  determine  when an  investment  is  considered
impaired,  whether that impairment is other-than-temporary,  and the measurement
of an  impairment  loss and how that criteria  should be applied to  investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY   SECURITIES."  EITF  03-01  also  included   accounting   considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain  disclosures  about  unrealized  losses that have not been recognized as
other-than-temporary   impairments.   Additionally,  EITF  03  01  includes  new
disclosure  requirements  for  investments  that are  deemed  to be  temporarily
impaired.  In September  2004, the Financial  Accounting  Standards Board (FASB)
delayed  the  accounting  provisions  of  EITF  03-01;  however  the  disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.

In December 2004, the FASB issued  Statement of Financial  Accounting  Standards
(SFAS) No. 123 (Revised),  Share-Based  Payment.  This standard revises SFAS No.
123, APB Opinion No. 25 and related accounting  interpretations,  and eliminates
the use of the  intrinsic  value method for employee  stock-based  compensation.
SFAS No.  123(R)  requires  compensation  costs  related to share based  payment



                                       17
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



transactions  to be recognized in the financial  statements over the period that
an employee provides service in exchange for the award.  Currently,  the Company
uses the  intrinsic  value  method of APB  Opinion  No. 25 to value  share-based
options  granted to employees  and board  members.  This  standard  requires the
expensing of all share-based  compensation,  including  options,  using the fair
value based method.  The effective date of this standard for the Company will be
January 1, 2006.  Management  is  currently  assessing  the impact that this new
standard will have on the Company's financial statements.

In December  2004,  the FASB  issued  SFAS  Statement  No.  153,  "Exchanges  of
Nonmonetary  Assets."  The  Statement  is an  amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary  exchanges of similar  productive assets
and replaces it with a general  exception  for exchanges of  nonmonetary  assets
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.

SEC Staff Accounting Bulletin (SAB) No. 105, "APPLICATION OF ACCOUNTING
PRINCIPLES TO LOAN COMMITMENTS," summarizes the views of the staff of the SEC
regarding the application of generally accepted accounting principles to loan
commitments accounted for as derivative instruments. SAB No.105 provides that
the fair value of recorded loan commitments that are accounted for as
derivatives under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES," should not incorporate the expected future cash flows
related to the associated servicing of the future loan. In addition, SAB No. 105
requires registrants to disclose their accounting policy for loan commitments.
The provisions of SAB No. 105 must be applied to loan commitments accounted for
as derivatives that are entered into after March 31, 2004. The adoption of this
accounting standard does not have a material impact on the Company's financial
statements.

NOTE 3          UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has  incurred  significant  losses and has an
accumulated  deficit of $1,546,416 at March 31, 2005. The Company has a net loss
of $117,510 and a net loss $188,539 for the years ended March 31, 2005 and 2004,
respectively.  In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the  accompanying  balance sheets
is  dependent  upon  continued  operations  of the  Company,  which  in  turn is
dependent  upon the  Company's  ability  to  raise  additional  capital,  obtain
financing and to succeed in its future operations.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and  classification  of liabilities that might
be necessary should the Company be unable to continue as a going concern.



                                       18
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability  to  continue  as a going  concern.  The  Company is  actively  pursuing
additional funding and potential merger or acquisition  candidates and strategic
partners, which would enhance stockholders' investment. Management believes that
the above actions will allow the Company to continue operations through the next
fiscal year.

NOTE 4          NOTES PAYABLE

Five notes payable with various unrelated  individuals.  The
notes  are  due  upon  90  days  written   notice  from  the
individuals.  The notes are unsecured, with interest ranging
from  6% to 12%  payable  quarterly.  The  notes  have  been
outstanding since 1990.  Interest expense for the year ended
March 31, 2005 and 2004 was $2,640 and $2,640.                         $  27,000
                                                                       =========

NOTE 5          RELATED ENTITIES TRANSACTIONS

George  Morris is the chairman of the Board of  directors of the Company.  As of
March  31,  2005,  Mr.  Morris'  beneficial  ownership  percentages  of  related
companies' common stock is as follows:

           Internet Infinity, Inc. (The Company)                          77.10%
           Morris & Associates, Inc.                                      71.30%
           Electronic Media Central, Corp.                                77.60%
           Apple Realty, Inc.                                            100.00%
           L&M Media, Inc.                                               100.00%

The  Company  has notes  payable  to related  parties  on March 31,  2005 as per
follows:

        Notes Payable to:

          Anna Moras  (mother of the chairman of the  Company),
          with  interest  at 6% per  annum,  due  upon  90 days
          written notice.  Interest expense for the years ended
          March 31,  2005 and 2004 on this note are  $1,525 and
          $1,437, respectively.                                       $   14,652

          Apple   Realty,    Inc.   (related   through   common
          ownership),  secured by assets of III. Interest shall
          accrue at 6% per  annum,  past due and  payable  upon
          demand.  This note is in connection  with  consulting
          fees  owed.  Interest  expense  on this  note for the
          years  ended  March 31, 2005 and 2004 are $16,299 and
          $13,104, respectively.                                         226,996




                                       19
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS




          L&M Media,  Inc.  (related  through common officer) -
          Accounts  payable for  purchases,  converted  in to a
          Note in the year ended  March 31,  2004.  The Note is
          due on demand, unsecured and interest free.                     35,755
                                                                      ----------
           Total notes payable - related parties                      $  277,403
                                                                      ==========

The  Company has a payable of $98,313 to Internet  Infinity,  Inc.  and Morris &
Associates,  Inc., parties related through common shareholder and officer of the
Company.  The amounts are temporary loan in normal course of business,  interest
free, unsecured and due on demand.

The Company  utilizes  office space,  telephone and utilities  provided by Apple
Realty, Inc. at estimated fair market values, as follows:

                                                          Monthly      Annually
                                                         ----------   ----------
               Rent                                      $      100   $    1,200
               Telephone                                        100        1,200
               Utilities                                        100        1,200
                                                         ----------   ----------
               Office Expense                                   100        1,200
                                                         $      400   $    4,800
                                                         ==========   ==========

III has a month-to-month  agreements with Apple Realty, Inc. for a total monthly
fee of $400 for the above expenses.

On September 1, 2004, the Company entered into a consulting agreement with Apple
Realty,  Inc. The  agreement  states that the Company  shall charge $ 10,000 per
quarter for providing consulting services which will be offset against the notes
owed by the Company.  The Company  charged  $20,000  during the period which has
been offset against the notes owed by the Company.

On September 29, 2004,  the Company  entered into an agreement with the chairman
of the Company to purchase the website  technology  which is in the  development
stage.  The Company recorded the asset at the historical cost to the chairman of
the Company. The intangible asset has been recorded at the value of $ 66,500. On
March 28, 2005, the company entered into another  agreement with the chairman of
the company to sell back the website to him at a historical  cost basis. No sale
or loss was recorded on the sale of the intangible asset.

The  Company  had a sales of $5,270  and  $1,622  to  Electronic  Media  Central
Corporation,  party  related  through  common  shareholder  and  officer  of the
Company, during the year ended March 31, 2005 and 2004, respectively.



                                       20
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 6          DUE TO OFFICER

Due to officer on March 31, 2005 was as per follows:

             Unsecured miscellaneous payable upon demand to George
             Morris,  with interest at 6% per annum,  with monthly
             installments  of  $3,000  beginning  June  30,  2000.
             George  Morris is the  chairman of the  Company.  The
             Company has not made any principle payments to George
             Morris.                                                  $  289,278

                 Less Current Portion                                    289,278
                                                                      ----------
                 Long-Term Portion                                    $        0
                                                                      ==========

Due to officer are as follows:

          For the year ending March 31, 2005    Classification           Amount
          ----------------------------------    --------------         ---------

                 Interest payable               Current                $  38,650
               Officer draw/payable             Current                  187,195
                   Note payable                 Current                   63,433
                                                                       ---------

                                                                       $ 289,278
                                                                       =========

Interest charged to expenses for the years ended March 31, 2005 and 2004, on the
above note were $ 16,301 and $13,206, respectively.

NOTE 7          STOCKHOLDERS' EQUITY (DEFICIT)

The  Company  had no stock  issuance in the fiscal year ended March 31, 2005 and
2004.

NOTE 8          CONCENTRATIONS OF CREDIT RISK

For the fiscal year ended March 31, 2005, revenue from two customers  represents
100% of the Company's  total revenue.  For the fiscal year ended March 31, 2004,
revenue from one customer  represents 100% of the Company's total revenue. As of
March 31, 2005, the receivables from these customers amounted to $0.

NOTE 9          DEFERRED INCOME TAXES

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



                                       21
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



            Deferred tax asset - non-current                        $   385,773
            Deferred tax liability - non-current                           --
            Less valuation allowance                                   (385,773)
                                                                    -----------

                 Net asset - non-current                            $      --
                                                                    ===========


The deferred tax asset  resulted  from a net  operating  loss  carryforward  for
federal  and state  income  tax  purposes  of  approximately  $964,433.  The net
operating  loss  carryforward  may be used to reduce  taxable income through the
year 2025.

There was no significant  difference between reportable income tax and statutory
income tax.

The Company has recorded a valuation  allowance to reflect the estimated  amount
of deferred tax asset,  which may not be realized.  For the year ended March 31,
2005, valuation allowance increased by $47,004.

NOTE 10         (PROVISION) FOR INCOME TAXES

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

                                                          2004          2003
                                                       ----------    ----------
          Current (Provision)
               Federal                                 $   47,004    $   75,415
               State                                         (800)         (800)
                                                       ----------    ----------
                                                       $   46,204    $   74,615
                                                       ==========    ==========

          Deferred (Provision)
               Federal                                 $   47,004    $   75,415
               State                                         --            --
                                                       ----------    ----------
                                                       $   47,004    $   75,415
                                                       ==========    ==========
          Net provision for income tax                 $     (800)   $     (800)


NOTE 11         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:




                                       22
<PAGE>

                               INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


                                                       2005            2004
                                                   ------------    ------------

Net loss                                           $   (117,510)   $   (188,539)
                                                   ============    ============

Basic weighted average common shares outstanding     18,718,780      18,718,780
                                                   ------------    ------------

Basic net loss per share                           $      (0.01)   $      (0.01)
                                                   ============    ============

Weighted average common shares outstanding           18,718,780      18,718,780

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

Weighted  average common shares  outstanding for
purposes of computing diluted net loss per share     18,718,780      18,718,780
                                                   ============    ============

Dilutive net loss per share                        $      (0.01)   $      (0.01)
                                                   ============    ============


NOTE 12         STOCK OPTIONS

The Company's 1996 stock option plan provides that  incentive  stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price of
up to 110%  of  market  price  at the  date of  grant.  Generally,  options  are
exercisable  one or two  years  from the date of grant and  expire  three to ten
years from the date of grant.

For the years ended March 31, 2005, and 2004, 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, 2005, and 2004, as no options are granted at
a price below the market price on the date of grant.




                                       23
<PAGE>

                               INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


Presented  below is a summary of stock option  plans'  activities  for the years
shown:
                                                                    Weight-
                                                                    Average
                                                Stock Options    Exercise Price

Outstanding at March 31, 2003                       1,157,242             0.327
Granted                                                  --                --
Exercised                                                --                --
Forfeited                                                --                --
Expired                                              (937,242)           (0.308)

Outstanding at March 31, 2004                         220,000             0.400

Shares exercisable at March 31, 2004                  220,000             0.400
Granted                                                  --                --
Exercised                                                --                --
Forfeited                                                --                --
Expired                                              (220,000)           (0.400)

                                                                  =============
Outstanding at March 31, 2005                               0                 0















                                       24
<PAGE>

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

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

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

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

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

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

ITEM 8A. CONTROLS AND PROCEDURES.

     Evaluation of disclosure controls and procedures. The Company's management,
with the  participation  of the  Company's  Chief  Executive  Officer  and Chief
Financial Officer,  has evaluated the effectiveness of the Company's  disclosure
controls and  procedures  as of March 31, 2005.  Based on this  evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective.


                                       25
<PAGE>

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, 2005,  the directors'
terms of office and the  period  each  director  has served are set forth in the
following table:

Person                 Positions and Officers                     Since  Expires
------                 ----------------------                     -----  -------
George Morris, 66      Chairman of the Board of Directors - Vice  1996   2006
                       President Marketing and
                       Chief Financial Officer
Roger Casas, 56        Director                                   1999   2006
                       CEO/President                              2004
Shirlene Bradshaw, 65  Director,                                  1999   2006
                       Business Manager

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


                                       26
<PAGE>

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

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

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

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

                                                              No. of Failures
                                  No. of Transactions            to File a
Name     No. of Late Reports      Not Timely Reported         Required Report
----     -------------------      -------------------         ---------------
None              0                        0                         0

Audit Committee and Audit Committee Financial Expert

     Our directors serve as our audit  committee.  There is no financial  expert
serving on the audit committee. A financial expert, Charles Yesson, is available
should the audit committee require his expertise.


                                       27
<PAGE>

Code of Ethics

     We have  adopted  a Code of Ethics  that  applies  to our  chief  executive
officer,  chief  financial  officer,  and - should we acquire  such -  principal
accounting officer or controller or persons performing similar functions. A copy
of the Code of Ethics was filed as an exhibit to the Form 10-KSB  annual  report
for the fiscal year ended March 31, 2004.

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  compensation  of our
presidents during the last three fiscal years was as follows:

            Fiscal Year              President           Salary    Other

                   2005         Roger Casas                   0      0
                   2004         Roger Casas                   0      0
                   2003         George Morris            $2,400      0

     Stock Options.
     --------------

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

     Employment Contracts.
     ---------------------

     We have no employment contracts.

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

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

     The table  below sets  forth,  as of June 28,  2005 the number of shares of
common  stock  of  Internet  Infinity  beneficially  owned by each  officer  and
director of Internet Infinity  individually and as a group, and by each owner of
more than five percent of the common stock.

                                                            Percent of
                                            Number          Outstanding
Name and Address                            of Shares       Shares
-----------------------------               ---------       -----------
Apple Realty, Inc. and
Hollywood Riviera Studios (1)                3,034,482         16.2
413 Avenue G, #1
Redondo Beach, CA  90277


                                       28
<PAGE>

George Morris, Chairman/CFO                 14,435,196(2)      77.1
413 Avenue G, #1
Redondo Beach, CA  90277

L&M Media, Inc. (1)                          4,535,714         24.2
413 Ave G #1
Redondo Beach, Ca 90277

Roger Casas, CEO/President                      32,000         (3)
108 E. 228th St
Carson, CA 90745

Shirlene Bradshaw, Director                     30,500         (3)
1900 W. Artesia #38
Gardena, Ca 90745

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

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

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

(3)  Less than 1 percent.

Changes in Control
------------------

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Our  company is under the control of George  Morris,  who  controls  and is
thereby  the  beneficial  owner  of 77.1  percent  of all  outstanding  stock of
              ----------  -----
Internet  Infinity,  Inc.  He has an economic  interest  in 77.1  percent of all
                                     --------  --------
outstanding stock of Internet Infinity, Inc. The basis of his control and of his
economic interest are set forth in the following table:

George Morris
-------------

a.   He owns 100 percent of Apple Realty,  Inc.,  Hollywood  Riviera Studios and
                            ----------------------------------------------------
     L&M Media, Inc. that collectively own 40.5% of Internet Infinity, Inc.
     ---------------

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


                                       29
<PAGE>

         Summary of George Morris' Interest
         ----------------------------------

                  Economic Interest                Beneficial Interest
                  -----------------                -------------------
         1.00     x        .405     =       .405                       .405
         1.00     x        .366     =       .366                       .366
                                            ----                       ----

                                            .771                       .771

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

     Internet  Infinity  takes title to the products it purchases  from Pac-Max.
This  distributorship  model for  taking  title is  planned  for  other,  future
distributorship arrangements.

     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, Internet Infinity does not carry an inventory.

     The process for taking  orders,  shipping,  billing  and  collection  is as
follows:  When Internet  Infinity  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,  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.  We invoice
the customer for the products  and  services  delivered.  Internet  Infinity and
Pac-Max are jointly  responsible for collecting the accounts receivable from the
customers.

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

Item 13. Exhibits.

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

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

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


                                       30
<PAGE>

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

 3.2    -      Bylaws of Internet Infinity, Inc.*

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

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

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

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

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

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


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

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

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


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

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

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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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


                                       31
<PAGE>

                  Fiscal Year ended March 31, 2005            $23,500
                  Fiscal Year ended March 31, 2004            $18,500

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

                  Fiscal Year ended March 31, 2005            $-0-
                  Fiscal Year ended March 31, 2004            $-0-

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

                  Fiscal Year ended March 31, 2005            $-0-
                  Fiscal Year ended March 31, 2004            $1,217

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

                  Fiscal Year ended March 31, 2005            $-0-
                  Fiscal Year ended March 31, 2004            $-0-

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



                                       32
<PAGE>

                                   SIGNATURES

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


DATED:  November 8, 2005                    INTERNET INFINITY, INC.




                                      By  /s/ Roger Casas
                                         ---------------------------------------
                                         Roger Casas, Chief Executive Officer


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




DATED:  November 8, 2005                  /s/ George Morris
                                         ---------------------------------------
                                         George Morris, Chief Financial Officer,
                                         Vice President and Director




DATED:  November 8, 2005                  /s/ Roger Casas
                                         ---------------------------------------
                                         Roger Casas, President and Director




DATED:  November 8, 2005                  /s/ Shirlene Bradshaw
                                         ---------------------------------------
                                         Shirlene Bradshaw, Director






                                       33
<PAGE>

                             INTERNET INFINITY, INC.

                           COMMISSION FILE NO. 0-27633


                                INDEX TO EXHIBITS


                         AMENDMENT NO. 1 TO FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2005




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

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

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

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

 3.2    -      Bylaws of Internet Infinity, Inc.*

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

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

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

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

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

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


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

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

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


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

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

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