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

                                  FORM 10-KSB
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002

                                       or

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

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

                          Commission File No. 0-27633

                        State of Incorporation: Delaware
                      IRS Employer I.D. Number: 95-4679342

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

                            12881 Knott Avenue, #115
                         Garden Grove, California 92841
                             Telephone 714-434-0433
                             ----------------------
             (Former name or address, if changed since last report)

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

                           Title of each class: None.

                Name of each exchange on which registered: None.

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

                          Common Stock $0.001 par value
                                (Title of class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes [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

<PAGE>
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $863,673

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days:  $292,062 computed by reference to the
$0.09  average  of the bid and asked price of the Company's Common Stock on June
18,  2002.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of the latest practicable date: 10,718,780 shares of Common
Stock,  $0.001  par  value,  on  June  18,  2002.

DOCUMENTS  INCORPORATED  BY  REFERENCE

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

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




















                                       ii
<PAGE>
                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----

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

Item     2.     Description  of  Property                                     4

Item     3.     Legal  Proceedings                                            4

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

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

Item     6.     Management's  Discussion  and  Analysis                       6

                Results  of  operations                                       6
                Sales                                                         7
                Gross  margin                                                 7
                Selling,  General  and  Administrative  Expense               7
                Royalties  Expense                                            8
                Net  Profit  (Loss)                                           9
                Balance  Sheet  Items                                         9
                Liquidity  and  Outlook                                       9

Item     7.     Financial  Statements                                        10

Item     8.     None

Item     9.     Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the Exchange
                Act                                                          29

Item    10.     Executive  Compensation                                      30

Item    11.     Security Ownership of Certain Beneficial Owners
                and Management                                               31

                                      iii
<PAGE>

Item    12.     Certain  Relationships  and  Related  Transactions           32

Item    13.     Exhibits  and  Reports  on  Form  8-K                        33

                Signatures                                                   34


















                                       iv
<PAGE>

                                     PART I

Item  1.     Description  of  Business.

     Internet  Infinity,  Inc.  (the  "Company") was incorporated on October 27,
1995  in  the  State  of  Delaware.  We  raised  $375,000  under  Rule  504 in a
non-registered public offering of our common stock during the period August 1996
through  July  1997.  We conduct our business from our sales headquarters office
in  Redondo  Beach, California.   We first had revenues from operations in 1996.

     Our  initial focus was on selling Internet software.  However, by late 1996
we  began  experiencing  significant  product  returns  from our software sales.
Sam's Club returned $237,000 of a $257,000 single order of a new Internet Access
program.  Sam's  Club  reason for the return was a lack of retail sales for this
type  of  product  caused by competitors' low- or free-of-cost browser and other
Internet  utility  programs.  By  early  1997  our  software sales were slipping
toward zero and Internet Infinity had to find an alternative revenue opportunity
to  survive.

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

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

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

     At  the  time  we  acquired  Video  Magnetics we also added to the Internet
Infinity  business  the  distribution  of   better  quality   blank  videotapes,
recordable  compact  discs  ("CDRs") and pre-recorded video programs on numerous
subjects.  L&M  Media,  Inc.  and   its  wholly  owned  subsidiary  Apple  Media
Corporation  sourced  new suppliers of electronic media materials and components
at  the  annual  industry  "Replitech Exposition" and through the industry trade

                                        1
<PAGE>
publication "Tape & Disk Business." The licensed pre-recorded video programs are
owned  by  L&M  Media,  Inc.,  an  affiliated company 51 percent owned by George
Morris,  and  are  sold  through   Morris  &  Associates,  another  wholly-owned
subsidiary.  Internet  Infinity  contacted  school  distributors by telephone to
offer  these  licensed  programs. Program subjects included "how-to" for various
sports, cooking, home and auto repair, lawn and garden, crafts, business success
and  computer  software  training.

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

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

     As  the  result  of distributing all the shares of Electronic Media Central
Corporation on September 25, 2001 to the shareholders of record on September 18,
2002,  Internet  Infinity ceased being in the media duplication business.  Also,
the  sales of pre-recorded programs through its wholly owned subsidiary Morris &
Associates,  Inc.  is  expected  to decline to under $50,000 for the fiscal year
2003  and  will  be  discontinued.

     As  of  March  2002,  revenue  growth plans for Internet Infinity have been
cancelled  due to a lack of funding. However, research is being conducted in the
area of single person internet matching services. In addition, a private company
merger  partner  is being sought as another potential avenue for revenue growth.
However,  there is no assurance that the singles project or a merger can or will
be  successful  at  any  time.

Business  of  Internet  Infinity

     Internet  Infinity

     -     distributes  blank  media.

                                        2
<PAGE>
     Products
     --------

     We  have  one  principal  product:

     -     blank  video  tape.

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

     As of April 1, 2002, blank video tape product is provided by an independent
supplier,  Pac  Max  Corporation  of  Brea  California.  We  receive  orders  by
telephone  and  Pac-Max drop ships and sends our invoice.  We are billed for the
shipment  at  a  cost  negotiated  for the order by our one salesperson.  Office
space, reception, telephone and utilities are provided at no cost to our company
as  part  of  the  services  provided  to our affiliate company Electronic Media
Central  Corporation.  Electronic Media Central pays $2,500 per month to Pac-Max
for  office  space,  reception,  telephone  and  utilities.

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

     Distribution  Methods
     ---------------------

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

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

     Competition
     -----------

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

     Advertising  and  Promotion
     ---------------------------

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

     Dependence  on  Major  Customers
     --------------------------------

     With  only one large customer at $23,430 sales for fiscal 2002, our company
will  most likely discontinue all sales operations for blank video tape with the
loss  of  this  customer in the fiscal year 2003.  Revenue for Internet Infinity
may  go  to  zero  if  no  merger  or  alternative  business  is  found.

                                        3
<PAGE>
     Patents,  Trademarks  and  Licenses
     -----------------------------------

     We  have  no  proprietary  patents,  trademarks  or  licenses.

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

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

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

     We  have  no  budget  for  research  and  development.

     Cost  of  Compliance  with  Environmental  Laws
     -----------------------------------------------

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

     Seasonality
     -----------

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

     Employees
     ---------

     We  employ  one  part-time  person.

     New  Products  &  Services
     --------------------------

     No  new  products  or  services  are  planned.

Item  2.  Description  of  Property.

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

Item  3.  Legal  Proceedings.

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

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

   None

                                        4
<PAGE>

                                    PART II

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

     Internet  Infinity's  Common Stock is quoted on the Electronic OTC Bulletin
Board.  Its  symbol  is  "ITNF."

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

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

<TABLE>
<CAPTION>
                                       High                      Low
                                       ----                      ---
     2000
     ----
<S>                                   <C>                       <C>
          1st  Qtr.                   0.6000                    0.3500
          2nd  Qtr.                   0.5620                    0.1870
          3rd  Qtr.                   0.4300                    0.2800
          4th  Qtr.                   0.2800                    0.1500

     2001
     ----
          1st  Qtr.                   0.2300                    0.1500
          2nd  Qtr.                   0.1600                    0.1000
          3rd  Qtr.                   0.1100                    0.0300
          4th  Qtr.                   0.0800                    0.0300

     2002
     ----
          1st  Qtr.                   0.1500                    0.0400
</TABLE>


     On March 31, 2002 there were 10,718,780 shares of common stock outstanding.
There are 1,607,242 shares subject to outstanding options. No shares are subject
to  securities  convertible  into  such  shares  of  stock.

Holders

     As of March 31, 2002 there were approximately 411  holders of record of our
common  stock.  Some  1,519,980  shares  of  common  stock are held in brokerage
accounts  under  the  record  name  of  "Cede  &  Co."

Dividends

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

Recent  Sales  of  Unregistered  Securities

     During  the past three fiscal years, Internet Infinity sold 709,684  shares
of  our  common  stock in five transactions exempt from registration pursuant to
the  provisions  of  Regulation  D,  Rule  506  of  the  Securities and Exchange
Commission.  No  underwriters  were  used to affect the sales.  The names of the
persons who bought the shares of stock, the dates the shares sold, the number of
shares issued, the prices paid in cash or services for the shares and the nature
of  the  consideration  received  by  Internet  Infinity  are  as  follows.

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                    No. of
                                    Shares        Price per      Nature of
Person                  Date        Issued        Share          Consideration
------                  ----        -------       ---------      --------------
<S>                     <C>         <C>           <C>            <C>
Thomas  J.  Kenan       03-28-00     60,000       $0.25          Legal Services
David  G.  VanHorn      03-28-00    120,000       $0.25          (1)
Anna  Moras             03-28-00    160,000       $0.25          (1)
Minh  Nguyen            03-28-00      2,000       $0.25          (2)
Pac-Max  Corporation    03-28-00      1,000       $0.25          (2)
Roger  Casas            03-28-00     10,000       $0.125         (3)
Shirlene  Bradshaw      03-28-00     10,000       $0.125         (3)
Thomas  J.  Kenan       02-05-01     46,684       $0.10          Legal Services
David  VanHorn          09-17-01    100,000       $0.05          (2)
David  Golling          09-17-01     10,000       $0.05          (2)
National  Capital       09-17-01    100,000       $0.05          (2)
Anna  Moras             09-17-01     50,000       $0.05          (2)
Shirlene  Bradshaw      09-17-01     20,000       $0.125         (3)
Roger  Casas            09-17-01     20,000       $0.125         (3)
</TABLE>


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

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

(3)     Employee  exercise  of  stock  option.


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

Item  6.  Management's  Discussion  and  Analysis.

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

Results  of  Operations

     The  following  table  presents, as a percentage of sales, certain selected
financial data for the two fiscal years ended March 31, 2001 and March 31, 2000.

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                     Year  Ended  3-31
                                 2002                 2001
                                 --------------------------
<S>                              <C>                  <C>
Sales                            100.0%               100.0%
Cost  of  sales                   79.3                 80.5
                                 -----                -----
Gross  margin                     20.7                 19.5
Selling,  general  and
    administrative
    expenses                      64.7                 40.7
Interest income (expense)         (2.3)                 1.1
                                 -----                -----
Net income (loss) before
    income  taxes                (46.2)                20.8
</TABLE>

     Sales
     -----

     Sales  decreased by $277,153 from $1,140,826 in the fiscal year ended March
31, 2001 to $863,673 in the fiscal year ended March 31, 2002, a decrease of 24.3
percent.  The  decrease  in  sales  was  attributable primarily to a decrease of
$271,466 in sales of Electronic Media Central from $1,072,755 in the fiscal year
ended  2001  to  $801,289  in  the  fiscal  year  ended 2002, a decrease of 25.3
percent.  The  Electronic  Media  Central  decrease  in  sales  was attributable
primarily  to a decrease in purchases by existing customers caused by  a slowing
economy  and  the  loss of our major account sales person.  We expect Electronic
Media  Central revenues will continue to decline and our company will attempt to
reduce  overhead  to  limit  losses  in  the  future.

    Sales  of  Morris  &  Associates,  Inc.  recorded a decrease of $11,354 from
$28,974  in the fiscal year ended 2001 to $17,620 in the fiscal year ended 2002,
a  decrease of 39.2 percent.  This decrease is due primarily to the aging of the
pre-recorded  video  programs  offered to the retail market. We have experienced
gradually  declining  sales  over  the  past five years to a point of no profit.
Therefore,  we  will  discontinue the sales of pre-recorded videos in the fiscal
year 2003.  Morris & Associates, Inc. was selling  prerecorded video programs on
a  non-contract,  limited-return  basis  to  retail  distributors.

     In  addition,  the effort that resulted in blank videotape sales of $44,763
in  the fiscal year ended March 31, 2002 were also considered non-profitable and
therefore  are  being  considered  for  discontinuation in the fiscal year 2003.

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

     Gross  margin  decreased  by  $43,693  from $222,670 in fiscal year 2001 to
$178,977  in  fiscal year 2002 in dollar amounts but increased from 19.5 percent
in  fiscal  2001  to  20.7  percent  in fiscal 2002 in percentage of sales. This
change  is  primarily  attributed  to  a cost of goods increase from an obsolete
inventory  markdown  for  Morris & Associates. The Morris & Associates inventory
was  reduced by $15,127 to zero as of March 31, 2002. The change in gross margin
was  also  attributable to the Electronic Media Central gross margin decrease of
$47,037  from  $215,395  in  fiscal year 2001 to $168,358 in fiscal year 2002 in
dollar  amounts but an increase in percentage of sales from 20.1 percent to 21.0
percent.  This  change  in  gross margin is primarily attributed to the $271,466
decrease  in  Electronic  Media Central sales from $1,072,755 in the fiscal year
ended  March  31,  2001  to  $801,289  in  the fiscal year ended March 31, 2001.

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

     Selling,  general  and  administrative  expenses increased by $110,566 from
$447,874,  or  39.3  percent  of sales in fiscal year 2001, to $558,440, or 64.6
percent  of  sales  in  fiscal  year  2002, an increase of 25.3 percent. For the

                                        7
<PAGE>

Electronic  Media  Central  subsidiary,  selling,  general   and  administrative
expenses  allocations  increased  by  $115,514 from $242,555, or 33.4 percent of
sales  in fiscal year 2001, to $358,069, or 30.3 percent of sales in fiscal year
2002,  a  total  expense  increase of 47.6 percent and an decrease of 3.16% as a
percentage  of  sales.  A  breakdown  of  the  increases  is:

-    Bad debt  write-off of $57,063, which includes a $76,472 one-time write-off
     of a related-party receivable from Apple Media Corporation ("AMC") which is
     51%  owned  by  George  Morris,  President  of Internet Infinity, offset by
     $19,409 debt forgiveness by a previous supplier, Athana Magnetics. On April
     29,  2002,  AMC  filed  for  bankruptcy.

-    Sales commissions  decreased from $13,020 to $1,835 primarily as the result
     of  the  reduction  in  the  sales  force  to  one  person.

-    Internet  Infinity  retained  as  an  independent  contractor Apple Realty,
     Inc., d/b/a Morris Group Consultants, a company owned by George Morris, the
     controlling  shareholder,  officer and director of Internet Infinity. Apple
     Realty,  Inc.,  d/b/a  Morris  Group,  with its real estate business broker
     license  is  helping  the  company  develop  and  implement  a strategy for
     possible  merger  and  acquisition. Consulting fee expenses accrued for the
     Morris  Group  were  $167,000  in the fiscal year 2002 over $60,600 for the
     fiscal  year  ended  March  31,  2001,  an  increase  of  $106,400.

-    With  the  reporting  status of  our company to the Securities and Exchange
     Commission,  insurance  expense  increased  with  the both business and the
     directors'  and  officers'  policy  from  $35,990 for the fiscal year ended
     March  31,  2001,  to  $44,512  for  the  fiscal year ended March 31, 2002,

-    Professional  fees  including  legal and  accounting decreased from $67,625
     for  the  fiscal  year ended March 31, 2001, to $65,695 for the fiscal year
     ended  March  31,  2002,

-    Transportation  expense  increased  from  $5,850 for  the fiscal year ended
     March  31,  2001  to $6,508 for the fiscal year ended March 31, 2002, to as
     reimbursement  for  company  use  of  personal  vehicles,

-    Office  expense decreased $6,188  for the fiscal year ended March 31, 2001,
     to  $3,739  for  the  fiscal  year  ended  March  31,  2002,  and

-    Salaries  and related  expenses were decreased from $190,773 for the fiscal
     year  ended March 31, 2001, to $167,184 for the fiscal year ended March 31,
     2002,  due  to  reduction  in  sales  and  management  personnel.

     Royalties  Expense
     ------------------

     Our  distribution  rights  to  the  personal development and sales training
programs  require the payment of royalties equal to twenty  percent of the gross
sales of the programs. The royalties are owed to L&M Media and Hollywood Riviera
Studios,  both of which are controlled by George Morris, controlling shareholder
and  principal  officer  and  director  of  Internet  Infinity.  The  three-year
exclusive  distribution  rights  granted to Internet Infinity for these programs
has  been extended to allow the royalties to be applied to the extinguishment of
the stock subscription agreement payments owed to Internet Infinity by L&M Media
and  Hollywood  Riviera  Studios  before  any  cash  payment is made to Internet
Infinity.  In  addition,  Internet  Infinity  has  a  similar  but non-exclusive
distribution license from L&M Media for approximately 200 special-interest video
programs  for  which  it  owes  royalties  equal  to ten percent of gross sales.
Royalties  owed to L&M from the sales of these L&M programs by Internet Infinity
are  also  applied  to  the  subscription  agreement balance due from L&M Media.

                                        8
<PAGE>

     The benefits to Internet Infinity in dealing with L&M Media programs can be
measured  by  the  positive  cash flow generated.  Sales of these products had a
high 80 percent gross margin before dilution caused by the payment of royalties.
For  the  year ended March 31, 2001, these royalties accounted for $1,762 of the
$14,096  gross  margin  obtained  from  the  $17,620  sales  of  these products.

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

     We  had  a net loss from operations, after a provision for income taxes, in
the fiscal year ended March 31, 2002 of $425,307, or $0.04 a share of our common
stock.  In  the  fiscal  year  ended  March  31,  2001  we  had  a net loss from
operations, after a provision for income taxes, of $237,037, or $0.02 a share of
common stock.  The loss of 49.2 percent of sales for fiscal year 2002 versus the
20.8  percent  loss  for  the  fiscal year ended 2001 is due to the 24.3 percent
decrease  in sales in fiscal year 2002 of $863,673, down from fiscal year 2001's
$1,140,826  while operating expenses increased by 24.7 percent from $447,874 for
fiscal  year  2001  to  $558,440  for  fiscal  year  2002.

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

     The  net  loss  from operations of $425,307 for the fiscal year ended March
31, 2002 increased the retained earnings deficit from $665,986 on March 31, 2001
to  $1,101,293  on March 31, 2002.  Our cash position decreased from $28,356 for
the  fiscal  year ended March 31, 2001 to $4,869 for the fiscal year ended March
31, 2002.  Accounts receivable from non affiliates decreased from $87,529 at the
end  of  fiscal  year  2001  to  $41,655  at  the end of fiscal year 2002, while
inventory decreased from $15,127 for the fiscal year ended March 31, 2001to zero
at  the  end  of  fiscal  year  2002.

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

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

     Electronic  Media  Central  management  believes  that it will not generate
sufficient  cash flow to support operations during the twelve months ended March
31,  2003.  Although  sales and expenses should continue to decline with the new
supplier  Pac-Max  and Electronic Media Central should generate a net profit and
positive  cash  flow  from  operations,  additional  funds will be necessary for
continued  operation  of  the  company.

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

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

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

                                        9
<PAGE>

Item  7.  Financial  Statements

Independent  Auditors'  Report                                               11
Combined/Consolidated  Balance  Sheet March 31, 2002                         12
Combined/Consolidated  Statements  of Operations March 31, 2002              14
Combined/Consolidated  Statements  of  Stockholders'  Equity  (Deficit)
     for  the  Years  Ended  March 31, 2002 and 2001                         15
Combined/Consolidated  Statements  of  Cash  Flows  for  the  Years
     Ended  March  31,  2002  and  2001                                      17
Notes  to  Combined/Consolidated  Financial  Statements  March  31,  2002    19



















                                       10
<PAGE>



                          INDEPENDENT AUDITORS' REPORT





June  11,  2002



To  the  Board  of  Directors  and  Stockholders
Internet  Infinity,  Inc.  and  Subsidiary  and
Electronic  Media  Central  Corporation

We have audited the accompanying combined/consolidated balance sheet of Internet
Infinity,  Inc.  (a  Delaware  Corporation)  and Subsidiary and Electronic Media
Central  Corporation  (a  California  Corporation) as of March 31, 2002, and the
related  combined/consolidated  statements  of  operations, stockholders' equity
(deficit), and cash flows for each of the two years ended March 31, 2002.  These
combined/consolidated   financial  statements  are  the  responsibility  of  the
Company's  management.  Our  responsibility  is  to  express an opinion on these
combined/consolidated  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to  obtain  reasonable  assurance about whether the combined/consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the   combined/consolidated  financial  statements.    An  audit  also  includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In our opinion, the combined/consolidated financial statements referred to above
present  fairly,  in  all  material respects, the financial position of Internet
Infinity,  Inc.  and  Subsidiary  and Electronic Media Central Corporation as of
March  31,  2002,  and  the results of their operations and their cash flows for
each  of  the  two  years  ended  March  31, 2002, in conformity with accounting
principles  generally  accepted  in  the  United  States.

The  accompanying  combined/consolidated 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
raise substantial doubt about its ability to continue as a going concern.  These
conditions  raise  substantial  doubt  about  its ability to continue as a going
concern.  Management's  plans regarding those matters also are described in Note
3.    The  combined/consolidated   financial  statements  do  not   include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



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

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


                                       11
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                      COMBINED/CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002


                                     ASSETS

<TABLE>
<CAPTION>
CURRENT  ASSETS
<S>                                                                 <C>
    Cash                                                            $     4,869
    Accounts  receivable,  net  of  allowance  for
      doubtful accounts of  $6,500 (Note 2)                              41,655
    Receivables - related entities (Note 6)                               3,350
    Net current deferred tax asset (Note 10)                                 --
                                                                    -----------

        Total Current Assets                                             49,874
                                                                    -----------

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

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

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

        Total Assets                                                $    49,874
                                                                    ===========
</TABLE>


The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       12
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                COMBINED/CONSOLIDATED BALANCE SHEET (CONTINUED)
                                 MARCH 31, 2002


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
CURRENT  LIABILITIES
<S>                                                                 <C>

    Notes payable (Note 5)                                          $    27,000
    Accounts payable and accrued expenses                                45,594
    Trade payable - related entities (Note 6)                            29,666
    Note payable - related entity (Note 6)                               31,052
    Accrued payroll                                                       3,063
    Sales tax payable                                                     1,504
    Interest payable                                                     13,863
    Income tax payable                                                    6,400
    Due to officer - current (Note 7)                                    36,000
                                                                    -----------

        Total Current Liabilities                                       194,142
                                                                    -----------

LONG-TERM  LIABILITIES
    Due to officer - non-current (Note 7)                               187,059
    Note payable - related entity (Note 6)                              229,200
                                                                    -----------

        Total Long-Term Liabilities                                     416,259
                                                                    -----------

        Total Liabilities                                               610,401
                                                                    -----------

STOCKHOLDERS'  EQUITY  (DEFICIT)
    Preferred stock                                                          --
    Common stock                                                         20,719
    Paid-in capital                                                   1,016,868
    Unpaid  stock  subscriptions                                       (496,821)
    Accumulated  (deficit)                                           (1,101,293)
                                                                    -----------

        Total  Stockholders'  Equity  (Deficit)                        (560,527)
                                                                    -----------

        Total Liabilities and Stockholders' Equity (Deficit)        $    49,874
                                                                    ===========
</TABLE>

The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       13
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                 COMBINED/CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                            2002          2001
                                                            ----          ----
<S>                                                      <C>        <C>
REVENUE                                                  $ 863,673  $ 1,140,826
                                                         ---------  -----------
COST  OF  SALES
    Beginning inventory                                     15,127       39,039
    Purchases                                              669,569      894,244
    Labor and video costs                                       --           --
                                                         ---------  -----------

                                                           684,696      933,283
    Less ending inventory                                       --       15,127
                                                         ---------  -----------

        Total Cost of Sales                                684,696      918,156
                                                         ---------  -----------

        Gross Profit                                       178,977      222,670
                                                         ---------  -----------

OPERATING  EXPENSES
    Professional fees                                       65,695       67,625
    Salaries and related expenses                          167,184      190,773
    Consulting  fees  paid  to  related  party             167,000       60,600
    Bad debts, net of forgiveness (Note 15)                 57,063       36,021
    Other                                                  101,498       92,855
                                                         ---------  -----------

        Total  Operating  Expenses                         558,440      447,874
                                                         ---------  -----------

        Income  (Loss)  Before
          Other  Income  (Expense)
          and  Provision  for  Taxes                      (379,463)    (225,204)

OTHER  INCOME  (EXPENSE)
    Interest income                                          3,430       12,514
    Interest expense                                       (23,327)     (16,917)
                                                         ---------  -----------

        Net  Income  (Loss)                              (399,360)    (229,607)

(PROVISION)  BENEFIT  FOR
  INCOME  TAXES
    Current                                                 (2,400)      (2,400)
    Deferred                                               (23,547)      (5,030)
                                                         ---------  -----------

        Net Income (Loss)                                $(425,307) $  (237,037)
                                                         =========  ===========

        Basic and diluted (loss) per common share        $    (.04) $      (.02)
                                                         =========  ===========
</TABLE>



The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       14
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
       COMBINED/CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

Internet Infinity and Subsidiary:
<TABLE>
<CAPTION>
                        Preferred Stock             Common Stock
                   --------------------------  --------------------------
                   $.001 par value 10,000,000  $.001 par value, 20,000,00
                       shares authorized            shares authorized       Additional     Unpaid
                                                                             Paid-In       Stock      Accumulated
                        Shares    Amount             Shares    Amount        Capital    Subscription   (Deficit)     Balance
                       --------  --------         ----------  --------     -----------  ------------  ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>          <C>           <C>
  March 31, 2000           -     $     -          10,373,196  $10,373     $  997,546     $(500,551)   $  (575,758)  $ (68,390)

Issued in
  consideration
  for professional
  services (Note 14)       -           -              46,685       47          4,621             -             -        4,668

Royalties
  Earned (Note 3)          -           -                   -        -              -         1,968             -        1,968

Net (Loss) -
  March 31, 2001           -           -                   -        -              -             -      (214,212)    (214,212)
                        ----     -------          ----------  -------     ----------     ---------    ----------    ---------

Balance at
  March 31, 2001           -           -          10,419,880   10,420      1,002,167      (498,583)     (789,970)    (275,966)

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

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

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

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

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

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

Balance at
  March 31, 2002           -     $     -          10,718,780  $10,719     $1,016,868     $(496,821)   $(1,034,766)  $(504,000)
                        ====     =======          ==========  =======     ==========     =========    ===========   =========
</TABLE>



The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       15
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
       COMBINED/CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
              FOR THE YEARS ENDED MARCH 2002 AND 2001 (CONTINUED)

Electronic Media Central Corporation:
<TABLE>
<CAPTION>
                        Preferred Stock             Common Stock
                   --------------------------  --------------------------
                   $.001 par value 10,000,000  $.02 par value, 40,000,000
                       shares authorized            shares authorized       Additional     Unpaid
                                                                             Paid-In       Stock       Retained
                        Shares    Amount             Shares    Amount        Capital    Subscription   Earnings     Balance
                       --------  --------         ----------  --------     -----------  ------------  ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>          <C>           <C>
  March 31, 2000           -     $     -               1,000  $      1    $        -     $       -    $   146,809   $ 146,810

Common Stock
  issued                   -           -           9,999,000     9,999             -        (9,999)             -           -

Net (Loss) -
  March 31, 2001           -           -                   -         -             -             -        (22,825)    (22,825)
                        ----     -------          ----------  -------     ----------     ---------    ----------    ---------

Balance at
  March 31, 2001           -           -          10,000,000   10,000              -        (9,999)       123,984     123,985

Revenue Split
  (Note 8)                 -           -          (9,500,000)       -              -            -               -           -

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

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

Balance at
  March 31, 2002           -     $     -             500,000  $10,000     $        -     $      -     $   (66,527)  $ (56,527)
                        ====     =======          ==========  =======     ==========     ========     ===========   =========
</TABLE>


Combined:
<TABLE>
<CAPTION>
                        Preferred Stock               Common Stock         Additional     Unpaid
                       ------------------         -------------------        Paid-In       Stock       Retained
                        Shares    Amount             Shares    Amount        Capital    Subscription    Earnings     Balance
                       --------  --------         ----------  --------     -----------  ------------  ------------  ---------
Balance at
<S>                        <C>   <C>              <C>         <C>         <C>            <C>          <C>           <C>
  March 31, 2002           -     $     -          11,218,780  $20,719     $1,016,868     $(496,821)   $(1,101,293)  $(560,527)
                        ====     =======          ==========  =======     ==========     ========     ===========   =========
</TABLE>


The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       16
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
                 COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                            2002          2001
                                                         ----------   ----------
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
<S>                                                      <C>          <C>
  Net income (loss)                                      $(425,307)   $(237,037)
  Adjustment to reconcile net income to cash
    provided (used) by operating activities:
    Write-down of asset-related party
      receivable                                            76,472       35,650
    Forgiveness of debt                                    (19,409)          --
    Debt issues for consulting fees                        229,200           --
    Consulting fees related to stock issued                  7,000       60,450
    Debt extension fees related to stock issued              8,000        4,668
    Amortization of programming costs                           --        7,617
    Royalty expense used against
      unpaid stock subscription                              1,762        1,968
    Decrease in accounts receivable                         45,874       29,251
    Write down of obsolete inventory                        15,127       23,912
    Decrease in prepaid expense                                 --        1,516
    Increase (decrease) in accrued payroll                  (1,221)       1,072
    (Decrease) in sales tax payable                           (109)          --
    Increase in interest payable                            10,095        2,643
    Increase (decrease) in accounts payable                 15,562      (17,316)
    (Decrease) in accounts payable -
        related company                                    (50,982)      (2,000)
    Increase in income taxes payable                         2,400        2,400
    Decrease in deferred tax asset                          23,547        5,030
    Increase (decrease) in employee payable                 (4,906)       4,906
                                                         ---------    ---------
        Net Cash Flows Provided (Used)
          by Operating Activities                          (66,895)     (75,270)
                                                         ---------    ---------

CASH  FLOWS  PROVIDED  (USED)  BY  INVESTING
  ACTIVITIES:
    Decrease in note receivable -
      related company                                       32,997       34,100
                                                         ---------    ---------

        Net Cash Flows Provided by
          Investing Activities                              32,997       34,100
                                                         ---------    ---------

CASH  FLOWS  PROVIDED  (USED)  BY  FINANCING
  ACTIVITIES:
    Increase in due to officer                              55,074       20,844
    Proceeds from notes payable                                 --       34,473
    Payments on note payable                               (44,663)      (5,840)
                                                         ---------    ---------

        Net Cash Flows Provided (Used) by
          Financing Activities                              10,411       49,477
                                                         ---------    ---------


NET  INCREASE (DECREASE) IN CASH                           (23,487)       8,307

CASH AT THE BEGINNING OF THE YEAR                           28,356       20,049
                                                         ---------    ---------

CASH AT THE END OF THE YEAR                              $   4,869    $  28,356
                                                         =========    =========
</TABLE>

The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       17
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                            2002          2001
                                                         ----------   ----------
ADDITIONAL DISCLOSURES:
<S>                                                      <C>          <C>
  Cash paid during the year for:
    Interest                                             $  23,327    $  14,274
                                                         =========    =========

    Taxes                                                $      --    $      --
                                                         =========    =========

NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Unpaid stock subscription issued for prepaid
    royalties (Note 4)                                   $   1,762    $   1,968
                                                         =========    =========

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

  Debt issued for consulting fees                        $ 229,200    $      --
                                                         =========    =========
</TABLE>














The  Accompanying  Notes  are  an  Integral  Part  of  the Combined/Consolidated
Financial  Statements

See  Accompanying  Auditors'  Report

                                       18
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
              NOTES TO COMBINED/CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE  1  -  ORGANIZATION  AND  PRESENTATION

Organization

Internet  Infinity,  Inc.  (III)  was  incorporated  in the State of Delaware on
October  27,  1995.  III  is in the business of distribution of electronic media
duplication   services  and   electronic  blank  media.   They  also  distribute
pre-recorded special interest video programs, internet web site services, and CD
authorizing  services.  III  also  operates a business-to-business community web
site  for  direct  sales  professionals.

On  April  1,  1998,  Morris  and  Associates,  Inc.,  (M&A) was incorporated in
California.  M&A  (formerly a division of Internet Infinity, Inc.) is owned 100%
by  III.  M&A  is  licensed  to distribute special interest video programming to
educational  and  consumer  distributors  for  health  and  medical  titles, and
computer  software  training  including  internet information, golf, sports, and
home  and  garden  titles.

On April 1, 1998, Electronic Media Central Corporation (EMC) was incorporated in
California.  EMC  was formerly a division of III.  EMC is engaged in the sale of
blank  electronic media such as video tapes and the duplication, replication and
packaging  of  DVDs,  CDs,  video tapes and audio tapes.   EMC and III are owned
beneficially  by  identical  stockholders.

In  August  2001, III announced plans to spin-off, on a pro-rata basis, EMC, its
wholly owned subsidiary, to stockholders of record as of September 18, 2001.  In
accordance  with Accounting Principles Board (APB) Opinion 23, paragraph 23, the
spin-off  has  been  accounted   for  on  a  historical  basis,  as  a  tax-free
distribution.  The  Company  has  not  requested  or  received a ruling from the
Internal  Revenue  Service  as  to  whether  this  distribution  qualifies  as a
non-taxable  transaction.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Combination/Consolidation

These  financial statements have been prepared on a combined/consolidated basis.
III  is  the  parent  of Morris & Associates, Inc. (100%), which is consolidated
into these financial statements.  As of March 31, 2002, III and EMC are commonly
controlled  corporations in related operations, which is the combined portion of
these  financial  statements.  All  significant  inter-company  transactions and
balances  have  been  eliminated  in  the  combined/consolidation.

Reclassifications

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

Depreciation

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



See Accompanying Auditors' Report

                                       19
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Long-Lived  Assets

In  1999, the Company adopted Statement of Financial Accounting Standards (SFAS)
No.  121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  be Disposed of."  In accordance with SFAS No. 121, long-lived assets
held  and  used  by  the  Company are reviewed for impairment whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  fully  recoverable.   For  purposes  of  evaluating  the  recoverability  of
long-lived  assets,  the  estimated  future cash flows associated with the asset
would be compared to the asset's carrying amount to determine if a write-down to
market  value  or discounted cash flow value is required.  If an impairment were
to exist, it would be measured as the excess of the carrying amount of the asset
over  the  discounted  cash flow value of the asset.  The carrying amount of the
asset  is  its cost, less any accumulated depreciation or amortization.  No such
adjustment  has  been  recorded  for  March  31,  2002.

Cash  and  Cash  Equivalents

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

Deferred  Income  Tax  Accounts

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

Use  of  Estimates

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

Stock-Based  Compensation

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

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

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


See Accompanying Auditors' Report

                                       20
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Accounts  Receivable-Trade

Uncollectible accounts receivable are written off as bad debt expense at the end
of  each  year.   For  the  fiscal  year  ended  March  31,  2002,  no  accounts
receivable-trade  were  written  off.  For the fiscal year ended March 31, 2002,
allowance  for bad debts was not changed.  Increase or decrease in the allowance
for  bad  debts  is  offset  against bad debt expense.  (See Note 15 - Bad Debts
Expense.)

Revenue  Recognition

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

Segment  Reporting

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

Earnings  Per  Share  of  Common  Stock

The  Company adopted SFAS No. 128, "Earnings Per Share" in the fourth quarter of
fiscal  1999.  SFAS  No.  128  is  intended  to  simplify the earnings per share
computations  and  make them more comparable from company to company.  All prior
year  earnings  per  share amounts have been recalculated in accordance with the
earnings  per share requirements under SFAS No. 128; however, such recalculation
did  not  result in any change to the Company's previously reported earnings per
share for all years presented.  Potential common shares, including stock options
and  warrants  have  been  excluded from the calculation of diluted earnings per
share  for  March  31,  2002,  as  their  effect  is  anti-dilutive.

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

The  accompanying financial statements have been prepared assuming the Companies
will  continue  as  going  concerns.  The Companies have experienced significant
losses  and  have  a  combined  accumulated deficit of $1,101,293.  At March 31,
2002,  current  liabilities  significantly exceed current assets.  Management is
actively  seeking a merger or joint venture transaction.  There is no assurance,
however,  that  the Companies will be able to complete their plans in the future
at  commercially reasonable terms, if at all, or that the Companies will be able
to  meet  their  future  contractual  obligations.

NOTE  4  -  SUBSCRIPTION  AND  ROYALTY  AGREEMENTS

III  has  royalty  agreements  with  two  separate  related  entities.

In  July 1997, III entered into an agreement with L&M Media, Inc. for the rights
to  market  pre-recorded  health  and medical programs.  The agreement specifies
that  the  Company shall pay a 15% royalty to L&M Media, Inc. on gross sales for
all  of  these  programs  sold  between  April 1, 1998 and March 31, 2001.  This
agreement  has been extended for an additional year.  In consideration for these
rights,  the  Company  entered into a stock subscription agreement for 2,267,857
shares of common stock, with a trading value of $375,000.  Royalties earned will
go  toward  the  reduction of the stock subscription obligation.  George Morris,
President  of  III,  owns  98%  of  the  stock  of  L&M  Media,  Inc.  After the
aforementioned  extension, the contract is being renewed on a quarter-to-quarter
basis with no additional consideration.

See Accompanying Auditors' Report

                                       21
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  4  -  SUBSCRIPTION  AND  ROYALTY  AGREEMENTS  (CONTINUED)

In  January  2000,  III  entered  into an agreement with Apple Realty, Inc. (dba
Hollywood  Riviera  Studios), for the rights to market pre-recorded personal and
sales development multimedia success programs.  The agreement specifies that the
Company  shall pay a 20% royalty to Apple Realty, Inc. on gross sales for all of
these  programs  sold  between April 1, 1999 and March 31, 2001.  This agreement
has  been  extended  for an additional year.  In consideration for these rights,
the  Company  entered  into a stock subscription agreement for 517,241 shares of
common stock, with a trading value of $150,000.  In addition, the Company issued
517,241 options at a market price of $.3135 per share.  Royalties earned will go
toward  the  reduction  of  the  stock  subscription obligation.  George Morris,
President  of  III,  owns  100%  of the stock of Apple Realty, Inc.    After the
aforementioned  extension, the contract is being renewed on a quarter-to-quarter
basis  with  no  additional  consideration.

Currently,  the  royalty  agreement  amounts  of $375,000 and $150,000, less the
royalties  earned  of  $28,179,  are  included  in  the equity section as unpaid
subscription receivable.  During the fiscal year ended March 31, 2002, royalties
earned  were  $1,762.

In  addition,  III  has a non-exclusive distribution license from L&M Media Inc.
for  approximately  200  special  interest  video  programs for which it has not
prepaid  any  royalties.  Royalties owed to L&M Media Inc. from the sales of any
special  interest programs, are applied to the prepaid royalties associated with
the  health,  medical  and  sales  development  training  programs.

NOTE  5  -  NOTES PAYABLE
<TABLE>
<CAPTION>
Five  notes  payable with various unrelated individuals.
  The notes are due upon 90  days  written  notice  from
  the individuals.  The notes are unsecured, with interest
  ranging  from  6%  to  12%  payable  quarterly.  The  notes
  have been outstanding since 1990.  Interest expense for
<S>                                                                <C>
  the year was $3,474.                                             $     27,000
                                                                   ============
</TABLE>

NOTE  6  -  RELATED ENTITIES TRANSACTIONS

George  Morris  is  the  President  of  III.  As  of March 31, 2002, Mr. Morris'
beneficial  ownership  percentages  of  related  companies'  common  stock is as
follows:
<TABLE>
<CAPTION>
<S>                                                                   <C>
  Internet Infinity, Inc.                                              72.11%
  Electronic Media Central Corporation                                 71.30%
  Morris & Associates, Inc.                                            72.11%
  L&M Media, Inc.                                                      51.00%
  Apple Realty, Inc.                                                  100.00%
  Apple Media Corporation                                              51.00%
</TABLE>




See Accompanying Auditors' Report

                                       22
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  6  -  RELATED  ENTITIES  TRANSACTIONS  (CONTINUED)
<TABLE>
<CAPTION>
Note receivable from L&M Media, Inc., plus interest at
<S>                                                                 <C>
  6% per annum.                                                     $     1,850


Loan  receivable  from  Apple  Realty,  Inc.,  without
  interest.  There  are no  specific terms of repayment.                  1,500
                                                                    -----------

                                                                    $     3,350
                                                                    ===========
Trade  accounts  payable  to:
  L&M Media, Inc.                                                   $    27,566
  Apple Realty, Inc.                                                      2,100
                                                                    -----------

                                                                    $    29,666
                                                                    ===========

Notes  payable  to:

Anna Moras (Mother of George Morris), with interest
  at 6% per annum, due upon 90 days written notice.
  Interest expense for the year ended March 31, 2002
  on this  note is $2,049.                                          $    31,052
                                                                    ===========

Apple  Realty,  Inc., secured by assets of III.  Interest
  shall accrue at 6% per annum,  due  and  payable
  April  1,  2003.  This  note  is  in  connection with
  consulting  fees  owed.  Interest  expense on this note
  for the year ended March 31, 2002 is $7,053.                      $   229,200
                                                                    ===========
</TABLE>

The transactions between these companies during the fiscal years ended March 31,
2002  and  2001  are  as  follows:
<TABLE>
<CAPTION>
                                                               2002      2001
                                                               ----      ----
<S>                                                          <C>       <C>
III accrued consulting fees owed to Apple Realty, Inc.       $ 12,000  $ 60,600

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

Morris  &  Associates  cost  of  sales  purchases  from
  Apple Media Corporation (AMC)                               684,698   871,606
</TABLE>

The  Company  utilizes  office space, telephone and utilities provided by AMC at
estimated  fair  market  values,  as  follows:
<TABLE>
<CAPTION>
                                                             Monthly    Annually
                                                             --------  ---------
<S>                                                          <C>       <C>
     Rent                                                    $    300  $   3,600
     Telephone                                                    300      3,600
     Utilities                                                    300      3,600
                                                             --------  ---------

                                                             $    900  $  10,800
                                                             ========  =========
</TABLE>

III  and  EMC have month-to-month agreements with AMC for a total monthly fee of
$900.  III  pays  $225  per  month,  and  EMC  pays  $675  per  month.


See Accompanying Auditors' Report

                                       23
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  7  -  DUE  TO  OFFICER
<TABLE>
<CAPTION>
Unsecured  note  payable  to  George Morris, with
  interest at 6% per annum, with monthly  installments
  of  $3,000 beginning June 30, 2000.  George Morris
<S>                                                               <C>
  is the  President of Internet Infinity, Inc.                    $     223,059

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

    Long-Term Portion                                             $     187,059
                                                                  =============
</TABLE>

Maturities  of  due  to  officer  are  as  follows:
<TABLE>
<CAPTION>
             For the Year Ending
                  March 31,
            --------------------
<S>                                                                <C>
                    2003                                           $     36,000
                    2004                                                 36,000
                    2005                                                 36,000
                    2006                                                 36,000
                    2007                                                 36,000
                    2008                                                 36,000
                    2009                                                  7,059
                                                                   ------------

                                                                   $    223,059
                                                                   ============
</TABLE>

Interest charged to  expenses for  the year ended  March 31, 2002, on  the above
note was $10,752.

NOTE  8  -  STOCKHOLDERS'  EQUITY  (DEFICIT)

During  the  current fiscal year, III cancelled 1,100 shares of stock previously
recorded  at  par  value  of $.001.  The stock was issued several years ago as a
gift and was recorded at $.001 or $1.  The certificates were never released, and
are  now  being  cancelled.

During  the  fiscal  year  ended  March  31,  2002, III issued 300,000 shares of
restricted  common  stock.  When  the stock was issued, the fair market value of
the  stock  was  $.07 per share.  Because of the restricted nature of the stock,
management  decided  that  all  of  the following shares should be recorded at a
value  of  $.05  per  share.  100,000  shares  were  issued in consideration for
employee  bonuses  and  consulting services and have been recorded as an expense
for  $5,000.  160,000  shares  of  stock  were  issued  to three stockholders in
consideration for extending the due dates of their notes payable.  This has been
recorded  as a current period expense for $8,000.  40,000 shares of common stock
options  have  been  exercised  by current employees and have been recorded as a
current  period expense of $2,000.  These options were exercised at $0 price, as
a  bonus  to  the  employees.

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

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

NOTE  9  -  CONCENTRATIONS  OF  CREDIT  RISK

For the fiscal year ended March 31, 2002, revenue from four customers represents
31% of the Company's total revenue.  As of March 31, 2002, none of the Company's
outstanding  accounts  receivable  represent a significant portion of the total.

Morris  &  Associates,  Inc.'s  only supplier of products is AMC.  (See Note 7.)


See Accompanying Auditors' Report

                                       24
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  10  -  DEFERRED  INCOME  TAXES

The  net deferred tax amounts included in the accompanying balance sheet include
the  following  amounts  of  deferred  tax  assets  and  liabilities:
<TABLE>
<CAPTION>
<S>                                                               <C>
     Deferred tax asset - non-current                             $     367,327
     Deferred tax liability - non-current                                    --
     Less  valuation  allowance                                        (367,327)
                                                                  -------------

       Net Asset - Non-current                                    $          --
                                                                  =============
</TABLE>

The  deferred  tax  asset  resulted  from  a net operating loss carryforward for
federal  and  state  income  tax  purposes  of  approximately  $1,037,300.

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,
2002,  valuation  allowance  increased  by  $213,900.

NOTE  11  -  (PROVISION)  FOR  INCOME  TAXES

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

NOTE  11  -  (PROVISION)  FOR  INCOME  TAXES

The  components  of  the  (provision)  for  income  taxes  are  as  follows:
<TABLE>
<CAPTION>
                                                           2002         2001
                                                        ----------   ----------
Current  (Provision)
<S>                                                     <C>          <C>
   Federal                                              $       --   $       --
   State                                                    (2,400)      (2,400)
                                                        ----------   ----------

                                                        $   (2,400)  $   (2,400)
                                                        ==========   ==========

Deferred  (Provision)
   Federal                                              $  (23,547)  $   (3,165)
   State                                                        --       (1,865)
                                                        ----------   ----------

                                                        $  (23,547)  $   (5,030)
                                                        ==========   ==========
</TABLE>

III  has  a  net operating loss carryforward of approximately $1,037,300 for tax
purposes.  For federal income tax purposes, the net operating loss carryforwards
expire  through  2022.

NOTE  12  -  NET  INCOME  (LOSS)  PER  SHARE

Following  is  a reconciliation of net income and weighted average common shares
outstanding  for purposes of calculating basic and diluted net income per share:
<TABLE>
<CAPTION>
                                                          2002          2001
                                                      ------------  ------------
<S>                                                   <C>           <C>
Basic net income (loss)                               $  (425,307)  $  (237,037)
                                                      ===========   ===========

Weighted  average  common  shares  outstanding         10,606,590    10,380,742
                                                      -----------   -----------

Basic net income (loss) per share                     $      (.04)  $      (.02)
                                                      ===========   ===========

Weighted  average  common  shares  outstanding          10,606,590   10,380,742

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

Weighted  average  common  shares  outstanding  for
  purposes of computing diluted net income per share    10,606,590   10,380,742
                                                       ===========  ===========

Diluted net income per share                           $      (.04) $      (.02)
                                                       ===========  ===========
</TABLE>


See Accompanying Auditors' Report

                                       25
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  13  -  STOCK  OPTIONS

The  Company's  1996 stock option plan provides that incentive stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price of
up  to  110%  of  market  price  at  the  date of grant.  Generally, options are
exercisable  one  or  two  years  from the date of grant and expire three to ten
years  from  the  date of grant.  As of March 31, 2002, the maximum of 4 million
shares  were  approved  for issuance under the plan of which 2.33 million shares
were  available  for  future  grants.

For  the  years  ended  March  31, 2002 and 2001, the Company granted no shares.

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, 2002 and 2001, as no options are granted at
a  price  below  the  market  price  on  the  date  of  grant.

Presented  below  is  a  summary of stock option plans' activities for the years
shown:
<TABLE>
<CAPTION>
                                                                      Weight-
                                                                      Average
                                                  Stock Options   Exercise Price
                                                  -------------   --------------
<S>                                                  <C>            <C>
Outstanding at March 31, 1999                        1,437,242      $     .219
  Granted                                              275,000            .400
  Exercised                                            (20,000)          (.125)
  Forfeited                                            (20,000)          (.253)
  Expired                                                   --              --
                                                    ----------      ----------

Outstanding at March 31, 2000                        1,672,242            .282
  Granted                                                   --              --
  Exercised                                                 --              --
  Forfeited                                                 --              --
  Expired                                                   --              --
                                                    ----------      ----------

Outstanding at March 31, 2001                        1,672,242            .282
  Granted                                                   --              --
  Exercised                                             40,000            .108
  Forfeited                                             20,000            .308
  Expired                                                5,000            .109
                                                    ----------      ----------

Outstanding at March 31, 2002                        1,607,242      $     .280
                                                    ==========      ==========

Shares exercisable at March 31, 2001                   394,000      $     .125
                                                    ==========      ==========

Shares exercisable at March 31, 2002                 1,557,242      $     .279
                                                    ==========      ==========
</TABLE>

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

Exercise  prices for options outstanding as of March 31, 2002, range from $0.125
to  $0.42.  The  following  table summarizes information for options outstanding
and  exercisable  at  March  3,  2002:
<TABLE>
<CAPTION>
                           Options Outstanding           Options Exercisable
                   ----------------------------------   ----------------------
                                             Weighted
                                 Weight-      Average                  Weight-
                      Stock      Average     Remaining      Stock      Average
Exercise             Options     Exercise   Contractual    Options    Exercise
Prices             Outstanding    Price        Life      Exercisable    Price
------------       -----------   --------   -----------  -----------  --------
<S>                 <C>          <C>              <C>     <C>          <C>
$0.125                380,000    $0.1250          0.0       380,000    $0.125
$0.308 - $0.314       967,242    $0.3100          0.1       917,242    $0.310
$0.4000 - $0.4200     260,000    $0.4010          0.0       260,000    $0.401
                    ---------                             ---------
                    1,607,242                             1,557,242
                    ---------                             ---------
</TABLE>


See Accompanying Auditors' Report

                                       26
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  13  -  STOCK  OPTIONS  (CONTINUED)

In  electing to continue to follow APBO No. 25 for expense recognition purposes,
III  is  obliged to provide the expanded disclosures required under SFAS No. 123
for  stock-based  compensation  granted  since  1996,  including  if  materially
different from reported results, disclosure of pro forma net income and earnings
per  share had compensation expense relating to the fiscal years ended March 31,
2002  and 2001, grants been measured under the fair value recognition provisions
of  SFAS  No.  123.

The weighted-average fair values at the date of grant for options granted during
the  fiscal  years  ended  March  31,  2002  and  2001,  were  $0.

The  weighted-average  fair  values,  at date of grant for options granted, were
either  the  same or higher than the market values during the fiscal years ended
March  31,  2002 and 2001.  The Company's net income and earnings per share will
be  the  same as the pro forma net income and earnings per share; therefore, the
Company's  pro  forma  information  had  not  been  presented.

NOTE  14  -  SPIN-OFF  OF  ELECTRONIC  MEDIA  CENTRAL  CORPORATION

On  August  31,  2001,  the  directors  of  III  approved  a distribution to its
stockholders,  pro-rata,  of  500,000 shares of common stock of EMC, which was a
wholly owned subsidiary of III.  The record date for determining the persons who
participated  in  the stock distribution was September 18, 2001, with a delivery
date  of  September  28,  2001.

The distribution is for 500,000 shares of EMC's common stock, par value of $.02,
to  each  stockholder  of  III  on  the  record date of September 18, 2001.  The
exchange  is on a pro-rata basis of .048 shares of EMC's stock for each share of
III's  common  stock.  EMC  is  an unlisted California Corporation, whose common
stock  is  registered  with the Securities and Exchange Commission under Section
12(g)  of  the  Exchange  Act.  This  transaction  has  been recorded as a stock
dividend  distribution.

Information  regarding  EMC  is  as  follows:
<TABLE>
<CAPTION>
                                                            2002         2001
                                                         ---------   ----------
<S>                                                      <C>         <C>
     Net Sales                                           $ 801,289   $1,072,755

     Costs and Expenses                                    991,000    1,094,780
                                                         ---------   ----------

          Income  (Loss)  Before
          Income  Taxes                                   (189,711)     (22,025)

Income  taxes  allocated  by parent                           (800)        (800)
                                                         ---------   ----------

          Net Income (Loss)                              $(190,511)  $  (22,825)
                                                         =========   ==========

Current Assets                                           $  40,526   $  110,734
Other Assets                                                 1,850       54,754
                                                         ---------   ----------

          Total  Assets                                  $  42,376   $  165,488
                                                         =========   ==========

Liabilities                                              $  98,903   $   41,503
Stockholders'  Equity  (Deficit)                           (56,527)     123,985
                                                         ---------   ----------

          Total  Liabilities  and
            Stockholders' Equity                         $  42,376   $  165,488
                                                         =========   ==========
</TABLE>


See Accompanying Auditors' Report

                                       27
<PAGE>
                   INTERNET INFINITY, INC. AND SUBSIDIARY AND
                      ELECTRONIC MEDIA CENTRAL CORPORATION
           COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


NOTE  15  -  BAD  DEBTS  EXPENSE,  NET  OF  FORGIVENESS
<TABLE>
<CAPTION>
Bad  debts  expense  consists  of  the  following:
<S>                                                                <C>
     Write-off of accounts receivable from AMC                     $     76,472
     Debt  Forgiveness  consists  of  write-off
       of  remaining  payable  to  Athans Magnetic
       Media per agreement                                              (19,409)
                                                                   ------------

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






















See Accompanying Auditors' Report

                                       28
<PAGE>



                                    PART III

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

     Internet Infinity's directors, officers and significant employees occupying
executive  officer  positions,  their  ages as of March 31, 2002, the directors'
terms  of  office  and  the period each director has served are set forth in the
following  table:
<TABLE>
<CAPTION>
Person                   Positions and Officers                 Since    Expires
------                   ----------------------                 -----    -------
<S>                      <C>                                     <C>       <C>
George Morris, 63        Chairman of the Board of Directors -    1996      2003
                         Acting  President/CEO
                         Vice  President  Marketing

Roger Casas, 53          Director                                1999      2003
                         Vice  President  Operations

Shirlene Bradshaw, 63    Member  of  the  Board  of  Directors   1999      2003
                         Business  Manager
</TABLE>

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

     ROGER  CASAS.  Mr.  Casas has been a Member of the Board of Directors since
1998 and the Vice President of Operations since Internet Infinity went public in
1996.  Roger  has  managed  production,  personnel,  helped coordinate marketing
efforts and managed packaging, printing and shipping on a daily basis.  Prior to

                                       29
<PAGE>
joining  Internet  Infinity, Mr. Casas was a computer software marketing manager
at  More Media in 1987 and a Financial Consultant for Stonehill Financial in Bel
Air,  California  from  1986  to1987,  an  Account Executive for Shearson Lehman
Brothers  in  Rolling  Hills,  California  and Dean Witter Reynolds in Torrance,
California  from  1982  to  1986,  and  the  owner  and operator of the Hillside
restaurant  in  Torrance,  California  from  1978  to  1982.  Mr. Casas earned a
Bachelor  of  Science  in  Business  Administration,  from Ashland University in
Ashland,  Oregon, along with a Bachelor of Art in Marketing and Psychology.  Mr.
Casas holds Series 22 and 7 licenses with the National Association of Securities
Dealers,  Inc.  and  is  a  registered  representative  with  Morris  Financial.

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

Item  10.  Executive  Compensation.

     No  executive officer of the company has received total compensation in any
of  the  last three years that exceeds $100,000.  The table below sets forth all
compensation awarded to, earned by, or paid by Internet Infinity, Inc. to George
Morris, the president of the company, an officer of both Internet Infinity, Inc.
and  Electronic  Media  Central Corporation, during the last three fiscal years.
<TABLE>
<CAPTION>
For  George  Morris
                                                                Long Term Compensation
                                                               -----------------------
                                           Awards
                                    ------------------------
         Annual Compensation                      Securities
----------------------------------                ----------
                                                  Underlying          Payouts
                                                  ---------     ----------------------
                      Other Annual  Restricted    Options/      LTIP      All  Other
                      ------------  ----------    --------      ----      ----------
Year   Salary   Bonus Compensation  Stock Awards  SARS          Payouts   Compensation
----   ------   ----- ------------  ------------  ----------    -------   ------------
<S>    <C>         <C>        <C>           <C>          <C>        <C>        <C>
2002   13,800      0          0             0            0          0          0
2001   16,700      0          0             0            0          0          0
2000   30,999      0          0             0            0          0          0
</TABLE>


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

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

Stock  Options

     Set forth below are the stock options granted to the officers and directors
of  Internet  Infinity.

     During  the last three fiscal years, the officers and directors of Internet
Infinity  have  received  the  following  Stock  Options:

                                       30
<PAGE>
<TABLE>
<CAPTION>
                  Fiscal Year     No. of Shares  Exercise Price  Expiration Date
                  -----------     ----------------------------------------------
<S>                 <C>              <C>              <C>              <C>
George  Morris      2002                  -0-
                    2001                  -0-
                    2000             100,000          $0.360           9/30/04
</TABLE>

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

     The  table  below  sets forth, as of March 31, 2002 the number of shares of
common  stock  of  Internet  Infinity  beneficially  owned  by  each officer and
director  of Internet Infinity individually and as a group, and by each owner of
more  than  five  percent  of  the  common  stock.
<TABLE>
<CAPTION>
                                                              Percent  of
                                             Number           Outstanding
     Name  and  Address                    of  Shares            Shares
     ------------------                    ----------         -----------
<S>                                         <C>                   <C>
     L&M  Media,  Inc.  (1)                 4,535,714             42.32
     663  the  Village
     Redondo  Beach,  CA  90277

     Apple  Realty,  Inc.  d/b/a
     Hollywood  Riviera  Studios  (1)       1,034,482              9.65
     663  the  Village
     Redondo  Beach,  CA  90277

     George  Morris,  Chairman/CEO          2,159,000             20.14
     663  the  Village
     Redondo  Beach,  CA  90277

     Roger  Casas,  Vice  President            32,000               .30
     108  E.  228th  St
     Carson,  CA  90745

     Shirlene  Bradshaw,  Director             30,500               .28
     1900  W.  Artesia  #38
     Gardena,  Ca  90745

     Officers  and  Directors
     as  a  group  (3  persons)             7,791,696             72.69
     ------------------------------
</TABLE>

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

Changes  in  Control

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

                                       31
<PAGE>

Item  12.  Certain  Relationships  and  Related  Transactions.

     Our  company  is  under  the  control of George Morris, who controls and is
thereby  the  beneficial  owner  of  72.11  percent  of all outstanding stock of
Internet  Infinity,  Inc.  He  has  an economic interest in 51.37 percent of all
outstanding stock of Internet Infinity, Inc. The basis of his control and of his
economic  interest  are  set  forth  in  the  following  table:

1.     George  Morris

          a.     He  owns  51.00  percent  of  L&M  Media,  Inc.

                 i.     It  owns  42.32  percent  of  Internet  Infinity,  Inc.

          b.     He  owns  100  percent  of  Hollywood  Riviera  Studios

                 i.     It  owns  9.65  percent  of  Internet  Infinity,  Inc.

          c.     He  owns  20.88  percent  of  Internet  Infinity,  Inc.

     Summary of George Morris' Interest
     ----------------------------------
<TABLE>
<CAPTION>
              Economic Interest                  Beneficial Interest
<S>                  <C>             <C>
      .51     x     .4232     =     .2158               .4232
     1.00     x     .0965     =     .0965               .0965
     1.00     x     .2014     =     .2014               .2014
                                    -----               -----
                                    .5137               .7211
</TABLE>


Special  Interest  Video  Training  Programs
--------------------------------------------

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

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

     We bought all of our duplication and blank video products and services from

                                       32
<PAGE>
Apple  Media  Corporation  ("AMC"), a manufacturing company under the control of
and owned by George Morris, director, executive officer and major shareholder of
Internet  Infinity.  Due  to  a  lack  of  working capital available to Internet
Infinity,  George  Morris  acquired  the  predecessor  to  AMC,  known  as Video
Magnetic,  LLC,  in order that it would continue to provide a sales distribution
opportunity  for Internet Infinity.  Internet Infinity had earlier established a
distribution  arrangement  with Video Magnetics, LLC in 1996.  When the previous
owner  indicated  he  would  sell Video Magnetics and terminate the distribution
arrangement  with  our company, George Morris bought Video Magnetics to maintain
the product source.  Video Magnetics was an insolvent company at the time of the
Morris'  acquisition.    George  Morris finally settled the purchase transaction
for Video Magnetics through mediation and are paying the balance of the purchase
notes  over  the  next  year.

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

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

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

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

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

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

Item  13.  Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

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


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

                                       33
<PAGE>

             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**

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

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

     (b)     Reports  on  Form  8-K

             None.










                                       34
<PAGE>
                                   SIGNATURES

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

                                       INTERNET  INFINITY,  INC.



Date:  July  1,  2002                By  /s/  George  Morris
                                         --------------------------------------
                                         George Morris, Chief Executive Officer


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



Date:  July  1,  2002                    /s/  George  Morris
                                         --------------------------------------
                                         George Morris, Chief Financial Officer,
                                         Chief Executive Officer, and Director



Date:  July  1,  2002                    /s/  Roger  Casas
                                         ---------------------------------------
                                         Roger  Casas,  Director



Date:  July  1,  2002                    /s/  Shirlene  Bradshaw
                                         ---------------------------------------
                                         Shirlene  Bradshaw,  Director


















                                       35