U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


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


OF THE
SECURITIES EXCHANGE ACT OF 1934


FOR
THE FISCAL YEAR ENDED MARCH 31, 2009





OR





[ ]
TRANSITION UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________








INTERNET
INFINITY, INC.


(Exact
name of registrant as specified in its charter)




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




413
Avenue G, #1


Redondo
Beach, CA 90277


(310)
493-2244





(Address
and telephone number of registrant's principal


executive
offices and principal place of business)








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





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


Common
Stock, $0.001 par value





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





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





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








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





State
issuer’s revenues for its most recent fiscal year:  $-0-





State the
aggregate market value of the 4,221,084 voting and non-voting common equity held
by non-affiliates computed by reference to the $0.0103 average bid and asked
price of such common equity, as of July 6,
2009:  $43,477.





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


Smaller reporting company
[X]





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





As of
July 6, 2009, there were 28,718,780 shares of the Registrant's Common Stock, par
value $0.001 per share, outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





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





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




ii


TABLE
OF CONTENTS




PART
      IITEM
      1
                                                                                          Business
                                                                                          1ITEM
      2
                                                                                          Properties
                                                                                          3ITEM
      3
                                                                                          Legal
      Proceedings
                                                                                          3ITEM
      4
                                                                                          Submission
      of Matters to a Vote of Security Holders
                                                                                          3PART
      IIITEM
      5
                                                                                          Market for
      Registrant’s Common Equity, Related Stockholder Matters andIssuer
      Purchases of Equity Securities
                                                                                          3ITEM
      7
                                                                                          Management’s
      Discussion and Analysis of Financial Condition andResults
      of Operations
                                                                                          5ITEM
      8
                                                                                          Financial
      Statements and Supplementary Data
                                                                                          7ITEM
      9
                                                                                          Changes in and
      Disagreements with Accountants on Accounting andFinancial
      DisclosureITEM
      9A(T)
                                                                                          Controls
      and Procedures
                                                                                          21ITEM
      9B
                                                                                          Other
      Information
                                                                                          22PART
      IIIITEM
      10
                                                                                          Directors,
      Executive Officers and Corporate Governance
                                                                                          22ITEM
      11
                                                                                          Executive
      Compensation
                                                                                          26ITEM
      12
                                                                                          Security Ownership
      of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                                          27ITEM
      13
                                                                                          Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                                          28ITEM
      14
                                                                                          Principal
      Accounting Fees and Services
                                                                                          29PART
      IVITEM
      15
                                                                                          Exhibits
                                                                                          30





iii


PART
I





ITEM
1.           DESCRIPTION
OF BUSINESS.





Business
Development.





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





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





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





Today, a company merger partner is
being sought as another potential avenue for revenue growth.  We had
no revenue last year due to a serious accident that took our chairman and
president, George Morris, out for over one year.  However, there is no
assurance that the singles project or a merger can or will be successful at any
time.





Our
Business.





We have one principal
product:





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





Suppliers and
Sub-Contractors





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





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




1


Distribution
Methods





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





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





Competition





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





Advertising and
Promotion





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





Dependence on Major
Customers





With no large customer sales for fiscal
2009, our company will most likely discontinue all sales
operations.  Revenue for Internet Infinity has gone to zero with no
merger or alternative business found.





Patents, Trademarks and
Licenses





We have no proprietary patents,
trademarks or licenses.





Government Approval and
Regulations




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





Research and
Development





We have no budget for research and
development.





2


Cost of Compliance with
Environmental Laws





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





Seasonality





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





Employees





We employ no persons full or part time
and have only two part-time independent contractors.





New Products &
Services





No new products or services are
planned.





ITEM
2.           PROPERTIES.





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





ITEM
3.           LEGAL
PROCEEDINGS.





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





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





There were no matters submitted to a
vote of the stockholders of our company during FY 2009 through the solicitation
of proxies or otherwise.





PART
II





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





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





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





3


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




High
                              LowFY 2008
                              1st
      Qtr.
                              0.03
                              0.032nd
      Qtr.
                              0.03
                              0.023rd
      Qtr.
                              0.02
                              0.014th
      Qtr.
                              0.01
                              0.01FY 2009
                              1st
      Qtr.
                              0.01
                              0.002nd
      Qtr.
                              0.02
                              0.003rd
      Qtr.
                              0.01
                              0.0034th
      Qtr.
                              0.01
                              0.00


On July 6, 2009 there were 28,718,780
shares of common stock outstanding. No shares are subject to securities
convertible into such shares of stock.





Holders.  On
July 6, 2009 there were approximately 230 holders of record of our common
stock.  Some 2,308,564 shares of common stock are held in brokerage
accounts under the record name of “Cede & Co.”





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





Recent Sales of Unregistered
Securities.





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





Reports to Security
Holders.





We file reports with the Securities and
Exchange Commission.  These reports are annual 10-K, quarterly 10-Q
and periodic 8-K reports.  We will furnish stockholders with annual
reports containing financial statements audited by independent certified public
accountants and such other periodic reports as we may deem appropriate or as
required by law.  The public may read and copy any materials we file
with the SEC at the Public Reference Room of the SEC at 100 F Street, NE,
Washington, D.C. 20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  Internet Infinity is an electronic filer, and the SEC
maintains an Internet Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.  The address of such site is http://www.sec.gov.





4


ITEM
7.          MANAGEMENT’S
DISCUSSION AND ANALYSIS.





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





Results
of Operations





The following table presents, as a
percentage of sales, certain selected financial data for the two fiscal years
ended March 31, 2009 and March 31, 2008.




Years Ended  3-312009
                                            
                                            
                                            2008Sales
                                            100.0%
                                            
                                            
                                            100.0%Cost
      of sales
                                            80.0
                                            
                                            
                                            80.0Gross
      margin
                                            20.0
                                            
                                            
                                            20.0Selling,
      general andadministrativeexpenses
                                            (6348.4)
                                            
                                            
                                            (2164.0)Interest
      income (expense)
                                            (4328.7)
                                            
                                            
                                            (997.5)Net
      income (loss) beforeincome
      taxes
                                            (1075.3)
                                            
                                            
                                            (3141.0)


Sales





Sales decreased by $3,805 from $3,805
in the fiscal year ended March 31, 2008 to $0 in the fiscal year ended March 31,
2009, a decrease of 100 percent.  The decrease in sales was
attributable primarily to a lack of orders from all of our customers due to
competition.





Gross
Margin





Gross margin decreased by 100 percent
in fiscal year 2009 to $0 from fiscal year 2008.  The decrease in
gross margin was attributable to lack of orders.





Selling, General and
Administrative Expense





Selling, general and administrative
expenses decreased by $18,870 from $82,334, in fiscal year 2008, to $63,464 in
fiscal year 2009.  A breakdown of the changes is:




·
              Consulting
      fees to related party increased very little to $11,241 in fiscal year 2009
      from $9,867 in 2008
 
 ·
              Professional
      fees increased to $46,066 in fiscal year 2009 from $33,761 in
      2008
 
 ·
              Other
      expenses decreased to $6,157 in fiscal year 2009 from $16,750 in 2008 due
      to lower sales.
 
 ·
              Salaries
      and related expense decreased from $21,956 for 2008 to $0 in
      2009.




5


Net Profit
(Loss)





We had a net loss from operations,
after a provision for income taxes, in the fiscal year ended March 31, 2009
of $107,530, or $0.004 a share of our common stock.  In the fiscal
year ended March 31, 2008 we had a net loss, after a provision for income
taxes, of $115,860, or $0.004 a share of common stock.  The loss
decreased primarily due to a reduction in sales.





Balance Sheet
Items





The net loss of $107,530 for the fiscal
year ended March 31, 2009 increased the retained earnings deficit from
$1,927,465 on March 31, 2008 to $2,034,992 on March 31, 2009.  Our
cash position decreased from $990 for the fiscal year ended March 31, 2008 to $0
for the fiscal year ended March 31, 2009.  Accounts receivable net of
allowance for doubtful accounts from non-affiliates remains unchanged at $0 at
the end of fiscal year 2009 and 2008, while inventory remained unchanged at zero
for the fiscal year ended March 31, 2009 and 2008.





Outlook





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





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





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





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





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





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





6


Off-Balance
Sheet Arrangements





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




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





ITEM
8.          FINANCIAL
STATEMENTS.




PageReport
      of Independent Registered Public Accounting Firm
                                      8Balance
      Sheet at March 31, 2009 and 2008
                                      9Statement
      of Operations for the Years Ended March 31,2009
      and 2008
                                      10Statement
      of Stockholders’ Deficit for the Years Ended March 31,2009
      and 2008
                                      11Statement
      of Cash Flows for the Years Ended March 31,2009
      and 2008
                                      12Notes
      to Financial Statements
                                      13







7


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
 Board of
Directors and Stockholders of Internet Infinity, Inc.
 
 We have
audited the accompanying balance sheets of Internet Infinity, Inc. as of March
31, 2009 and 2008, and the related statements of operations,
shareholders’ deficit, and cash flows for the years ended March 31, 2009
and 2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
  We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Internet Infinity, Inc. as of March
31, 2009 and 2008, and the results of its operations and cash flows for the
years ended March 31, 2009 and 2008 in conformity with accounting principles
generally accepted in the United States of America.
  The
Company’s financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has an accumulated deficit of $2,034,994 at March 31, 2009
including a net loss of $107,528 during the year ended March 31, 2009. These
factors as discussed in Note 3 to the financial statements, raises substantial
doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 /s/
Kabani & Company, Inc.
  CERTIFIED
PUBLIC ACCOUNTANTS
 Los
Angeles, California
 July 2,
2009






8




INTERNET
      INFINITY, INC.BALANCE
      SHEETSASSETSMarch
      31,2009
              
              
              2008CURRENT
      ASSETSCash
      & cash equivalents
              
              $
              -
              
              
              $
              990Total
      assets
              
              
              -
              
              
              
              990LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable & accrued expenses
              
              $
              231,363
              
              
              $
              176,080Note
      payable
              
              
              27,000
              
              
              
              27,000Note
      payable - related parties
              
              
              407,622
              
              
              
              294,803Due
      to officer
              
              
              258,038
              
              
              
              222,668Due
      to related party
              
              
              7,209
              
              
              
              109,642Total
      current liabilities
              
              
              931,232
              
              
              
              830,193STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 30,000,000 sharesauthorized,
      none outstanding at March 31, 2009 & 2008,
respectively
              
              
              -
              
              
              
              -Common
      stock, $.001 par value; 100,000,000 shares authorized28,718,780
      shares issued and outstanding at March 31, 2009 & 2008,
      respectively
              
              
              28,719
              
              
              
              28,719Additional
      paid in capital
              
              
              1,075,042
              
              
              
              1,069,543Accumulated
      deficit
              
              
              (2,034,994
              )
              
              
              (1,927,465
              )Total
      stockholders' deficit
              
              
              (931,233
              )
              
              
              (829,203
              )Total
      liabilities and stockholders' deficit
              
              $
              -
              
              
              $
              990
 The
accompanying notes are an integral part of these unaudited financial
statements.
  9
  INTERNET
      INFINITY, INC.STATEMENTS
      OF OPERATIONSFor
      the Years Ended March 31,2009
                                                    
                                                    2008Net
      revenues
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    3,805Cost
      of revenues
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    3,044Gross
      profit
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    761Operating
      expensesProfessional
      fees
                                                    
                                                    
                                                    46,065
                                                    
                                                    
                                                    
                                                    33,761Salaries
      and related expenses
                                                    
                                                    
                                                    180
                                                    
                                                    
                                                    
                                                    21,956Consulting
      fees to related party
                                                    
                                                    
                                                    11,242
                                                    
                                                    
                                                    
                                                    9,867Others
                                                    
                                                    
                                                    5,976
                                                    
                                                    
                                                    
                                                    16,750Total
      operating expenses
                                                    
                                                    
                                                    63,462
                                                    
                                                    
                                                    
                                                    82,334Loss
      from operations
                                                    
                                                    
                                                    (63,462
                                                    )
                                                    
                                                    
                                                    (81,573
                                                    )Other
      income (expense):Interest
      expense
                                                    
                                                    
                                                    (43,266
                                                    )
                                                    
                                                    
                                                    (37,954
                                                    )Loss
      before income taxes
                                                    
                                                    
                                                    (106,728
                                                    )
                                                    
                                                    
                                                    (119,527
                                                    )Provision
      for income taxes
                                                    
                                                    
                                                    800
                                                    
                                                    
                                                    
                                                    -Net
      loss
                                                    
                                                    $
                                                    (107,528
                                                    )
                                                    
                                                    $
                                                    (119,527
                                                    )Basic
      & diluted weighted average number ofcommon
      stock outstanding
                                                    
                                                    
                                                    28,718,780
                                                    
                                                    
                                                    
                                                    28,718,780Basic
      & diluted net loss per share
                                                    
                                                    $
                                                    (0.00
                                                    )
                                                    
                                                    $
                                                    (0.00
                                                    )Weighted
      average number of shares used to compute basic and diluted loss per share
      is the same as the effect of
                                                      dilutive
      securities is anti-dilutive.
 The
accompanying notes are an integral part of these unaudited financial
statements.
  10
  INTERNET
INFINITY, INC.
 STATEMENT
OF STOCKHOLDERS' DEFICIT
 FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008
  Common
      stock
                                    
                                    
                                    
                                    
                                    
                                    TotalNumber
      of
                                    
                                    
                                    
                                    
                                    
                                    Additional
                                    
                                    
                                    Accumulated
                                    
                                    
                                    stockholders'shares
                                    
                                    
                                    Amount
                                    
                                    
                                    paid
      in capital
                                    
                                    
                                    deficit
                                    
                                    
                                    deficitBalance
      as of March 31, 2006
                                    
                                    
                                    18,718,780
                                    
                                    
                                    $
                                    18,719
                                    
                                    
                                    $
                                    825,877
                                    
                                    
                                    $
                                    (1,677,595
                                    )
                                    
                                    $
                                    (832,999
                                    )Shares
      issued part for debt settlement and part for cash
                                    
                                    
                                    10,000,000
                                    
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    240,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    250,000Net
      loss for the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (130,344
                                    )
                                    
                                    
                                    (130,344
                                    )Balance
      as of March 31, 2007
                                    
                                    
                                    28,718,780
                                    
                                    
                                    
                                    28,719
                                    
                                    
                                    
                                    1,065,877
                                    
                                    
                                    
                                    (1,807,939
                                    )
                                    
                                    
                                    (713,343
                                    )Capital
      contribution
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,667
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,667Net
      loss for the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (119,527
                                    )
                                    
                                    
                                    (119,527
                                    )Balance
      as of March 31, 2008
                                    
                                    
                                    28,718,780
                                    
                                    
                                    
                                    28,719
                                    
                                    
                                    
                                    1,069,543
                                    
                                    
                                    
                                    (1,927,466
                                    )
                                    
                                    
                                    (829,203
                                    )Capital
      contribution
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,499
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,499Net
      loss for the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (107,528
                                    )
                                    
                                    
                                    (107,528
                                    )Balance
      as of March 31, 2009
                                    
                                    
                                    28,718,780
                                    
                                    
                                    $
                                    28,719
                                    
                                    
                                    $
                                    1,075,042
                                    
                                    
                                    $
                                    (2,034,994
                                    )
                                    
                                    $
                                    (931,233
                                    )
  The
accompanying notes are an integral part of these financial
statements.
 11
  INTERNET
INFINITY, INC.
 STATEMENT
OF CASH FLOWS
 FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008
  2009
                                                
                                                
                                                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                
                                                $
                                                (107,528
                                                )
                                                
                                                $
                                                (119,527
                                                )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Capital
      contribution via services provided
                                                
                                                
                                                5,499
                                                
                                                
                                                
                                                3,667Increase
      in accounts payable and accrued expenses
                                                
                                                
                                                55,281
                                                
                                                
                                                
                                                32,662Net
      cash used in operating activities
                                                
                                                
                                                (46,747
                                                )
                                                
                                                
                                                (83,198
                                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase
      (decrease) in due to related company
                                                
                                                
                                                (102,433
                                                )
                                                
                                                
                                                26,395Increase
      (decrease) in due to officer
                                                
                                                
                                                35,370
                                                
                                                
                                                
                                                51,729Proceeds
      from notes payable - related party
                                                
                                                
                                                112,820
                                                
                                                
                                                
                                                4,800Net
      cash provided by financing activities
                                                
                                                
                                                45,758
                                                
                                                
                                                
                                                82,924NET
      DECREASE IN CASH & CASH EQUIVALENTS
                                                
                                                
                                                (990
                                                )
                                                
                                                
                                                (274
                                                )CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                                                
                                                
                                                990
                                                
                                                
                                                
                                                1,263CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                990SUPPLEMENTARY
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid during the year
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -Taxes
      paid during the year
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
  The
accompanying notes are an integral part of these financial
statements.
  12
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 NOTE
1                      ORGANIZATION
 
 Internet
Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
on October 27, 1995.  III was in the business of distribution of
electronic media duplication services and electronic blank media.  The
Company was re-incorporated in Nevada on December 17, 2004.  The
Company is currently seeking an acquisition or merger to redirect the structure
and management to new profitable activities.
 
 NOTE
2                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 Cash
and cash equivalents
 
 The
Company considers all liquid investments with a maturity of three months or less
from the date of purchase that are readily convertible into cash to be cash
equivalents.
 
 Property
& Equipment
 
 Capital
assets are stated at cost. Equipment consisting of computers is carried at cost.
Depreciation of equipment is provided using the straight-line method over the
estimated useful lives of the assets. Expenditures for maintenance and repairs
are charged to expense as incurred. The Company did not have any property &
equipment at March 31, 2008.
 
 Long-lived
assets
 
 Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations for a Disposal of a Segment of a Business." The
Company periodically evaluates the carrying value of long-lived assets to be
held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amounts. In that event, a
loss is recognized based on the amount by which the carrying amount exceeds the
fair market value of the long-lived assets. Loss on long-lived assets to be
disposed of is determined in a similar manner, except that fair market values
are reduced for the cost of disposal.
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
  13
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Reclassifications
 
 Certain
prior year financial statement balances have been reclassified to conform to the
current year presentation. These reclassifications had no effect on the recorded
net loss.
 
 Income
taxes
 
 The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
 
 The
Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes." Deferred taxes are provided on the liability method whereby
deferred tax assets are recognized for deductible temporary differences, and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.  For the years ended
March 31, 2009 and 2008, such differences were insignificant.
 
 Fair
value of financial instruments
 
 Statement
of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair values
of financial instruments. The carrying amounts reported in the statements of
financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.
 
 Basic
and Diluted Earnings Per Share
 
 Earnings per share is calculated
in accordance with the Statement of financial accounting standards No. 128 (SFAS
No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles
Board Opinion No.15 (APB 15). Net loss per share for all periods presented has
been restated to reflect the adoption of SFAS No. 128. Basic net loss per share
is based upon the weighted average number of common shares outstanding. Diluted
net loss per share is based on the assumption that all dilutive convertible
shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
  14
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Revenue
Recognition
 
 The
Company's revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectibility is reasonably assured.
 
 Reclassifications
 
 Certain
comparative amounts have been reclassified to conform with the current year's
presentation.
 
 Recent
Pronouncements
 
 In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (“SFAS 162”). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with GAAP for nongovernmental entities. SFAS 162 is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board (“PCAOB”) amendments to AU Section 411, "The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles." The Company
does not expect the adoption of SFAS 162 will have a material impact on its
results of operations or consolidated financial position.
 
 In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" (“SFAS 165”). SFAS 165
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 will be effective for interim or
annual period ending after June 15, 2009 and will be applied prospectively. The
Company will adopt the requirements of this pronouncement for the quarter ended
June 30, 2009. The Company does not anticipate the adoption of SFAS 165 will
have an impact on its consolidated results of operations or financial
position.
  15
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Accounts
payable & accrued expenses
 
 Accounts
payable and accrued expenses consist of the following at March 31, 2009 and
2008, respectively.
 
 2009
                        
                        
                        2008Accounts
      Payable
                        
                        $
                        25,516
                        
                        
                        $
                        27,665Accrued
      taxes
                        
                        
                        4,800
                        
                        
                        
                        4,000Accrued
      accounting
                        
                        
                        26,000
                        
                        
                        
                        15,500Accrued
      interest
                        
                        
                        175,047
                        
                        
                        
                        128,915$
                        231,363
                        
                        
                        $
                        176,080
 
 NOTE
      3
                UNCERTAINTY
      OF ABILITY TO CONTINUE AS A GOING
CONCERN
 
 The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has incurred significant losses and
has an accumulated deficit of  $2,034,994 and $1,927,465 at March 31,
2009 and 2008 respectively.  The Company incurred net losses of
$107,528 and $119,527 for the years ended March 31, 2009 and 2008,
respectively.
 
 In view
of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheets is dependent
upon continued operations of the Company, which in turn is dependent upon the
Company’s ability to raise additional capital, obtain financing and to succeed
in its future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
 
 Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern.  The Company is actively
pursuing additional funding and potential merger or acquisition candidates to
redirect the structure and management to new profitable activities. The Company
is also seeking  strategic partners, which would enhance stockholders’
investment. Management believes that the above actions will allow the Company to
continue operations through the next fiscal year.
  16
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 NOTE
4                      NOTES
PAYABLE
 
 March
      31,
                        2009
                      
                      
                      March
      31,
                        2008Five
      notes payable with various unrelated individuals.  The notes are
      due upon 90 days written notice from the individuals.  The notes
      are unsecured, with interest ranging from 6% to 12% payable
      quarterly.  The notes have been outstanding since
      1990.  Interest expense for the year ended March 31, 2009 and
      2008 was $2,640 and $2,640.
                      
                      $
                      27,000
                      
                      
                      $
                      27,000
 
 NOTE
5                      RELATED
ENTITIES TRANSACTIONS
 
 George
Morris is chief financial officer, vice president, the chairman of the Board of
directors of the Company and the controlling shareholder of the Company and its
related parties through his beneficial ownership of the following percentages of
the outstanding voting shares of the related parties:
 
 Internet
      Infinity, Inc. (The Company)
                        
                        
                        85.06
                        %Morris
      & Associates, Inc.
                        
                        
                        71.30
                        %Electronic
      Media Central, Corp.
                        
                        
                        82.87
                        %Apple
      Realty, Inc.
                        
                        
                        100.00
                        %L&M
      Media, Inc.
                        
                        
                        100.00
                        %
 
 The
Company has notes payable to related parties on March 31, 2009 and March 31,
2008 as follows:
 
 March
      31,
                              2009
                            
                            
                            March
      31,
                              2008Anna Moras
      (mother of George Morris), with interest at 6% per annum, unsecured and
      due upon 90 days written notice.  Interest expense for the years
      ended March 31, 2009 and 2008 on this note are $1,934 and $1,823,
      respectively.
                            
                            $
                            14,652
                            
                            
                            $
                            14,652Apple Realty,
      Inc. (related through a common controlling shareholder), secured by
      assets of the Company, past due and payable upon
      demand.  Interest accrues at 6% per annum. This note is in connection with consulting fees
      and office expenses owed.  Interest expense on this note for the
      years ended March 31, 2009 and 2008 are $21,264 and $19,757,
      respectively.
                            
                            $
                            357,215
                            
                            
                            $
                            244,396L&M Media,
      Inc. (related through a common controlling shareholder) – Accounts
      payable for purchases, converted into a note during the three month period
      ended September 30, 2004. The note is due on demand, unsecured and
      interest accrues at 6% per annum. Interest expense on this note for the
      years ended March 31, 2009 and 2008 are $2,908 and $2,743,
      respectively.
                            
                            $
                            35,755
                            
                            
                            $
                            35,755Total
      notes payable – related parties
                            
                            $
                            407,622
                            
                            
                            $
                            294,803
  17
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 For
      the Year Ended March 31,2009
                                                        
                                                        
                                                        
                                                        2008The
      Company has a payable to officer as follows:
                                                          Unsecured
      miscellaneous payable upon demand to George Morris, with interest at 6%
      per annum, with monthly installments of $3,000 beginning June 30, 2000 and
      paid as available. George Morris is the chairman of the Company. The
      Company has not made any principle payments to George Morris and is in
      default of this note.
                                                        Current
                                                        
                                                        $
                                                        154,046
                                                        
                                                        
                                                        $
                                                        133,211Note
      payable – Officer
                                                          Unsecured
      note payable upon demand to George Morris, with interest at 6% per annum.
      The Company has not made any principle payments to George Morris and is in
      default of this note
                                                        Current
                                                        
                                                        
                                                        63,433
                                                        
                                                        
                                                        
                                                        63,433Interest
      payable – Officer
                                                        Current
                                                        
                                                        
                                                        40,559
                                                        
                                                        
                                                        
                                                        26,024$
                                                        258,038
                                                        
                                                        
                                                        $
                                                        222,668
 
 The
Company has a payable to Morris Business Development Company and Morris &
Associates, Inc., two parties related through a common controlling shareholder,
amounting to $7,209 as of March 31, 2009 and $109,642 as of March 31, 2008,
respectively.  The amount is interest free, unsecured and due on
demand.
 
 During
the year ended March 31, 2009, the Company’s officers and directors did not
charge for their services. Such contributed services were recorded as capital
contribution in the amount of $5,499 as of March 31, 2009 which was determined
based on the fair value of the services provided.
  The
Company utilizes office space, telephone and utilities provided by Apple Realty,
Inc. at estimated fair market values, as follows:
  18
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Monthly
                        
                        
                        AnnuallyRent
                        
                        $
                        100
                        
                        
                        $
                        1,200Telephone
                        
                        
                        100
                        
                        
                        
                        1,200Utilities
                        
                        
                        100
                        
                        
                        
                        1,200Office
      Expense
                        
                        
                        100
                        
                        
                        
                        1,200$
                        400
                        
                        
                        $
                        4,800
 
 The
Company has a month-to-month agreements with Apple Realty, Inc. for a total
monthly fee of $400 for the above expenses.
 
 The
Company paid $11,242 consulting fees to parties related through common
shareholder and officer of the Company for the year ended March 31,
2009.
 
 NOTE
6                      INCOME
TAXES
 
 No
provision was made for federal income tax for the year ended March 31, 2009 and
2008, since the Company had significant net operating loss. The net operating
loss carryforwards may be used to reduce taxable income through the year 2027.
The availability of the Company’s net operating loss carryforwards are subject
to limitation if there is a 50% or more positive change in the ownership of the
Company’s stock. The provision for income taxes consists of the state minimum
tax imposed on corporations.
 
 The net
operating loss carryforward for federal and state income tax purposes of
approximately $1,362,585 and $1,255,507 as of March 31, 2009 and 2008
respectively
 
 The
Company has recorded a 100% valuation allowance for the deferred tax asset due
to the uncertainty of its realization.
 
 The
components of the net deferred tax asset are summarized below:
 
 03/31/2009
                                          
                                          
                                          03/31/2008Deferred
      tax asset – net operating loss
                                          
                                          $
                                          545,007
                                          
                                          
                                          $
                                          501,995Less
      valuation allowance
                                          
                                          
                                          (545,007
                                          )
                                          
                                          
                                          (501,995
                                          )Net
      deferred tax asset
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
 
 19
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 The
following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Statement of
Operations:
 
 March
      31, 2009
                          
                          
                          March
      31, 2008Tax
      expense (credit) at statutory rate-federal
                          
                          
                          -34
                          %
                          
                          
                          -34
                          %State
      tax expense net of federal tax
                          
                          
                          -6
                          %
                          
                          
                          -6
                          %Changes
      in valuation allowance
                          
                          
                          40
                          %
                          
                          
                          40
                          %Tax
      expense at actual rate
                          
                          
                          -
                          
                          
                          
                          -
 
 Income
tax expense consisted of the following:
 
 2009
                                    
                                    
                                    2008Current
      tax expense:Federal
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -State
                                    
                                    
                                    800
                                    
                                    
                                    
                                    800Total
      current
                                    
                                    $
                                    800
                                    
                                    
                                    $
                                    800Deferred
      tax credit:Federal
                                    
                                    $
                                    36,560
                                    
                                    
                                    $
                                    40,639State
                                    
                                    
                                    6,452
                                    
                                    
                                    
                                    7,172Total
      deferred
                                    
                                    $
                                    43,011
                                    
                                    
                                    $
                                    47,811Less:
      valuation allowance
                                    
                                    
                                    (43,011
                                    )
                                    
                                    
                                    (47,811
                                    )Net
      deferred tax credit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Tax
      expense
                                    
                                    $
                                    800
                                    
                                    
                                    $
                                    800
 
 NOTE
7                      STOCK
OPTIONS
 
 The
Company’s 1996 stock option plan provides that incentive stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price of
up to 110% of market price at the date of grant.  Generally, options
are exercisable one or two years from the date of grant and expire three to ten
years from the date of grant.
 
 For the
years ended March 31, 2009, and 2008, the Company granted no
options.






20




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





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





ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES.





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





Internal control over financial
reporting.





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





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





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





21


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





ITEM
      9B.
            OTHER
      INFORMATION.





There is no information that was
required to be disclosed on Form 8-K during the fourth quarter of FY 2009 that
was not reported.





PART
III





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





Internet Infinity's directors, officers
and significant employees occupying executive officer positions, their ages as
of March 31, 2009, the directors' terms of office and the period each director
has served are set forth in the following table:




Person
                  Positions and Officers
                  Since
                  ExpiresGeorge
      Morris, 69
                  Chairman
      of the Board of Directors – President, Chief Executive
Officer
                    andChief
      Financial Officer
                  1996
                  2010




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





22


Conflicts of
Interest





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





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





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





23


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





•
            bankruptcy,





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





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





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




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





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





·
              A
      petition under the Federal bankruptcy law or any state insolvency law was
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of such person, or any
      partnership in which he was a general partner at or within two years
      before the time of such filing, or any corporation or business association
      of which he was an executive officer at or within two years before the
      time of such filing;





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





·
              Such
      person was the subject of any order, judgment, or decree, not subsequently
      reversed, suspended or vacated, of any court of competent jurisdiction,
      permanently or temporarily enjoining him from, or otherwise limiting, the
      following activities:





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





24


·
              Engaging
      in any type of business practice;
or





·
              Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of Federal or State
      securities laws or Federal commodities
laws;





·
              Such
      person was the subject of any order, judgment or decree, not subsequently
      reversed, suspended or vacated, of any Federal or State authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described in paragraph (f)(3)(i) of this
      section, or to be associated with persons engaged in any such activity;
      or





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





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





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





Corporate
Governance.





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





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





25


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





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




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








ITEM
      11.
            EXECUTIVE
      COMPENSATION.





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





SUMMARY COMPENSATION
TABLE





Name
      and Principal Position
                                  Year
                                  Salary
                                  Bonus
                                  Common
                                    Stock
                                    Awards
                                  TotalGeorge
      Morris, Chairman, CEO and CFO
                                  FY
      2009
                                  $2,000
                                  0
                                  0
                                  $2,000FY
      2008
                                  $2,000
                                  0
                                  0
                                  $2,000





26


OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END




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





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





Compensation of
Directors





The directors of Internet Infinity
received the following compensation in FY 2009 for their services as
directors.





DIRECTOR
COMPENSATION





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





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





Stock
Options.





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





Equity Compensation
Plans.





We have no equity compensation
plans.




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





The table below sets forth, as of July
6, 2009 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.





27


Percent
      ofNumber
                                  OutstandingName and Address
                                  of Shares
                                  SharesApple
      Realty, Inc. andHollywood Riviera
      Studios (1)
                                  3,034,482
                                  10.6413
      Avenue G, #1Redondo
      Beach, CA 90277George
      Morris, Chairman/CFO
                                  24,429,196(2)
                                  85.1413
      Avenue G, #1Redondo
      Beach, CA 90277L&M
      Media, Inc. (1)
                                  14,535,714
                                  50.6413
      Ave G #1Redondo
      Beach, CA 90277Officers
      and Directorsas
      a group (1 person)
                                  24,429,196
                                  85.1





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





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





(3)
            Less
      than 1 percent.





Changes in
Control





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





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





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





George
Morris





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




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




28


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




ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





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





Fiscal
      Year ended March 31,
    2009
            $15,500


Fiscal
      Year ended March 31, 2008
            $26,000





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





Fiscal
      Year ended March 31, 2009
            $-0-


Fiscal
      Year ended March 31, 2008
            $-0-





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





Fiscal
      Year ended March 31, 2009
            $-0-


Fiscal
      Year ended March 31, 2008
            $-0-





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





Fiscal
      Year ended March 31, 2009
            $-0-


Fiscal
      Year ended March 31, 2008
            $-0-





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




29




ITEM
      15.
            EXHIBITS.





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





Exhibit


Number
            Description of
      Exhibit





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





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





3.1
              -
              Amended
      Certificate of Incorporation of Internet Infinity,
Inc.*3.2
              -
              Bylaws
      of Internet Infinity, Inc.*




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





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





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





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





10.4
              -
              Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**14
              -
              Code
      of Ethics for CEO and Senior Financial
Officers+




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




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




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




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







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





30


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





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





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








31


SIGNATURES





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




INTERNET
      INFINITY, INC.DATED:  July
      13, 2009
                    By:
                    /s/ George
    MorrisGeorge
      Morris, Chief Executive Officer







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




DATED:  July
      13, 2009
                          
                          /s/ George
    MorrisGeorge
      Morris, Chief Executive Officer
  DATED:  July
      13, 2009
                              
                              /s/ George
    MorrisGeorge
      Morris, Chief Financial Officer,

                                President
      and Director





32


INTERNET
INFINITY, INC.





COMMISSION
FILE NO. 0-27633








INDEX
TO EXHIBITS





FORM
10-K


FOR
THE YEAR ENDED MARCH 31, 2009







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




Exhibit
 Number
              Description of
      Exhibit
 
 2
                -
                Certificate
      of Ownership and Merger of Morris & Associates, Inc., a
      California corporation, into Internet Infinity, Inc., a Delaware
      corporation*
 
 3
              -
              Articles
      of Incorporation of Internet Infinity,
Inc.*
 
 3.1
                -
                Amended
      Certificate of Incorporation of Internet Infinity,
Inc.*3.2
                -
                Bylaws
      of Internet Infinity, Inc.*
  3.4
              -
              Certificate
      of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
      Nevada corporation++
 
 10.1
                -
                Master
      License and non-exclusive Distribution Agreement between Internet
      Infinity, Inc. and Lord & Morris Productions,
    Inc.*
 
 10.2
                -
                Master
      License and Exclusive Distribution Agreement between L&M Media, Inc.
      and Internet Infinity, Inc.*
 
 10.3
                -
                Master
      License and Exclusive Distribution Agreement between
      Hollywood Riviera Studios and Internet Infinity,
  Inc.*
 
 10.4
                -
                Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**14
                -
                Code
      of Ethics for CEO and Senior Financial
Officers+
  31.1
                -
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.
  1
 31.2
                -
                Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.
  32.1
                -
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  32.2
                -
                Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  
 *Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated
herein.
  **Previously filed with Amendment No. 2
to Form 10-SB 02-08-00; Commission File No. 0-27633 incorporated
herein.
 
 +Previously
      filed with Form 10-KSB; Commission File No. 0-27633 incorporated
      herein.
 
 ++Previously
      filed with Form 8-K; Commission File No. 0-27633 incorporated
      herein.
 
  2