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

                                  FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2001

                                       or

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

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

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


                3303 Harbor Boulevard, K-5, Costa Mesa, CA 92626
                ------------------------------------------------
                    (Address of principal executive offices)

                                  310-318-2244
                          ---------------------------
                          (Issuer's Telephone Number)


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

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


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

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of Class)


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

<PAGE>

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

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $1,140,826

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days:  $307,416 computed by reference to the
$0.115  average of the bid and asked price of the Company's Common Stock on June
22,  2001.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of the latest practicable date: 10,419,880 shares of Common
Stock,  $0.001  par  value,  on  June  22,  2001.

DOCUMENTS  INCORPORATED  BY  REFERENCE

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

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







                                       ii
<PAGE>

                                TABLE OF CONTENTS


                                                                          Page
                                                                          ----

Item     1.     Description  of  Business                                   1
                Products                                                    3
                Suppliers  and  Sub-Contractors                             4
                Distribution  Methods                                       6
                Competition                                                 7
                Advertising  and  Promotion                                 7
                Dependence  on  Major  Customers                            7
                Patents,  Trademarks  and  Licenses                         8
                Government  Approval  and  Regulations                      8
                Research  and  Development                                  8
                Cost  of  Compliance  with  Environmental  Laws             8
                Seasonality                                                 8
                Employees                                                   8
                New  Products  and  Services                                8

Item     2.     Description  of  Property                                   8

Item     3.     Legal  Proceedings                                          9

Item     4.     Submission  of  Matters to a Vote of Security Holders       9

Item     5.     Market  for Common Equity and Related Stockholder Matters   9

Item     6.     Management's  Discussion  and  Analysis                    11

                Results  of  operations                                    11
                Sales                                                      12
                Gross  margin                                              12
                Selling,  General  and  Administrative  Expense            13
                Royalties  Expense                                         14
                Net  Profit  (Loss)                                        14
                Balance  Sheet  Items                                      14
                Liquidity  and  Outlook                                    14

Item     7.     Financial  Statements                                      15

Item     8.     None

Item     9.     Directors, Executive Officers, Promoters and
                  Control Persons; Compliance with Section 16(a)
                   of  the  Exchange  Act                                  33

Item     10.     Executive  Compensation                                   34

Item     11.     Security Ownership of Certain Beneficial
                   Owners and Management                                   36


                                      iii
<PAGE>

Item     12.     Certain  Relationships  and  Related  Transactions        41

Item     13.     Exhibits  and  Reports  on  Form  8-K                     47

                 Signatures.                                               48
















                                       iv


<PAGE>

     PART  I

Item  1.     Description  of  Business.

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

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

     We  first  turned  our  attention  and  efforts to selling electronic media
duplication  and  packaging  services  offered by an unaffiliated company, Video
Magnetics, LLC.  Internet Infinity had experience with videotape duplication and
CD-ROM  from  prior  sales  of  our special interest video programs and Internet
software  programs.  In  addition,  the  growing  digital  media  market offered
compatible alternative electronic media opportunities to Internet Infinity.  One
of  Internet Infinity's early software packages for the retail market included a
combination  of  CD  and access to the Internet.  The 70-year-old owner of Video
Magnetics  had  primarily sold, to small local companies, video tape duplication
services,  CD-ROM  duplication  services,  new  low quality and used blank video
tapes,  video tape packaging supplies and used video tape duplication equipment.
In  December 1996, the owner of Video Magnetics said he wanted to get rid of the
business  and  retire as soon as possible.  He advised Internet Infinity that he
believed  a  new  owner  would not want to continue the distribution arrangement
Video  Magnetics  had  with  Internet  Infinity.  Therefore,  the  only  way  to
guarantee  Internet  Infinity's  right to distribute the products and retain the
existing  customer  base  that  came  from  Video Magnetics was to acquire Video
Magnetics.  Accordingly,  George  Morris,  our  chief  executive  officer  and a
director  with  his  wife,  Dawn  Morris,  the  controlling  shareholders of our
company,  through  another company, L&M Media, Inc., in which they have had a 98
percent  ownership for over ten years, bought Video Magnetics' business in early
1997.  If  Morris  had not acquired Video Magnetics, the sales to existing Video
Magnetics  customers  that  had  been turned over by Video Magnetics to Internet
Infinity  and  the  availability  of  Video  Magnetics'  low-cost,  in-house
manufacturing facilities would probably have been lost to any other new owner of
Video  Magnetics.

     L&M  Media,  Inc.,  the acquirer of Video Magnetics' business, had produced
and  created  special interest video programs, such as how-to sports, home, auto
and  business  training.

     On  December 1, 1998, Apple Media Corporation, a wholly owned subsidiary of
L&M  Media,  Inc.,  assumed  all  responsibility  for business operations of the
former  Video  Magnetics,  Inc.  Apple  Media  focuses  on the manufacturing and
duplication  of  video,  CD and related products.  Apple Media Corporation, as a
wholly  owned  subsidiary  of  L&M Media, Inc. is indirectly 98 percent owned by
George and Dawn Morris since George and Dawn Morris own 98 percent of L&M Media,
Inc.

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

                                        1
<PAGE>

     At  the  time  we  acquired  Video  Magnetics we also added to the Internet
Infinity  business  the  distribution  of  better  quality  blank  videotapes,
recordable  compact  discs  ("CDRs") and pre-recorded video programs on numerous
subjects.  L&M  Media,  Inc.  and  its  wholly  owned  subsidiary  Apple  Media
Corporation,  source  new suppliers of electronic media materials and components
at  the  annual  industry  "Replitech Exposition" and through the industry trade
publication "Tape & Disk Business."  In addition, we continuously check supplier
prices  and request price competition between suppliers.  The business rationale
is  to  increase  Internet  Infinity sales with more products and services.  The
licensed,  pre-recorded  video  programs  are  owned  by  L&M  Media,  Inc.,  an
affiliated  company  98  percent  owned  by  George  and  Dawn Morris.  Internet
Infinity  contacts  school  distributors  by  telephone  to offer these licensed
programs.  Program  subjects  include "how-to" for various sports, cooking, home
and auto repair, lawn and garden, crafts, business success and computer software
training.

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

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

Business  of  Internet  Infinity

     Internet  Infinity

     -     distributes  electronic  media  duplication  services  and electronic
           blank  media;

     -     distributes  prerecorded  special  interest  video  programs;

                                        2
<PAGE>

     -     distributes Internet web site services and CD authoring services; and


     -     operates  a  business-to-business community web site for direct sales
           professionals.


     Products
     --------
     We  have  four  principal  products  and  services:

     -     electronic  media duplication and packaging services of four types -

           -     mini-CD  Business  cards,

           -     CD  -  compact  disks,

           -     DVD  and

           -     video  tape;

-     blank  media  of  two  types  -

     -     video  tape,  and

           -     CDR  -  Recordable  Compact  Disc;

  -     pre-recorded  special  interest  video  programs  of  six  types  -

          -     personal  development  knowledge  and  skill  development;  and

          -     computer  training,

          -     health  and  medical,

          -     sports  and  exercise  training,

          -     children's  crafts,

          -     home  and  auto  repair,  and

     -     Internet  site  development  and  marketing  support  in  two areas -

          -     non-affiliated  clients  of  Internet  Infinity,  and

          -     subsidiaries  of  Internet  Infinity.

                                        3
<PAGE>


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

     Our  duplication  services  sold  through  our  Electronic  Media  Central
Corporation  subsidiary  and  blank media product orders through our company are
manufactured and fulfilled by an affiliated company, Apple Media Corporation, at
a  cost  of  80  percent  of the total invoice amount billed by us to a customer
including shipping.  Apple Media Corporation is a wholly-owned subsidiary of L&M
Media,  Inc.,  which  is  98  percent  owned  by  George  and  Dawn  Morris, the
controlling  shareholders,  officers  and directors of Internet Infinity.  Apple
Media  is solely responsible for equipment leases, raw materials and components,
manufacturing,  sub-contractors,  packaging  and  shipping labor, management and
physical  plant  overhead.  We, through our Electronic Media Central Corporation
wholly  owned  subsidiary,  are  responsible  for  our sales force compensation,
direct sales and accounting clerical support and executive management out of our
20  percent of the invoice discount amount. In addition, Apple Media Corporation
also  provides, at a cost of $900 a month or $10,800 for the twelve-month fiscal
year  ended  March  31, 2001, office facilities, telephone, and utilities to our
sales  and  management  staff.  The  $10,800 is an allowance included in the 80%
cost  of  goods  paid  by  Electronic  Media Central to Apple Media Corporation.

     Our  prerecorded  video  programs sold through the Morris & Associates, Inc
subsidiary  are manufactured, duplicated and shipped by Apple Media at a cost of
20  percent of the total invoice amount billed by us to a customer for all costs
including shipping.  There is a significantly lower percentage cost of goods and
higher percentage gross profit margin for the pre-recorded programs versus blank
media  or duplications services.  This difference allows our Morris & Associates
wholly owned subsidiary to retain the remaining 80 percent of the sales revenue.
Morris  &  Associates  is  responsible  for its sales force compensation, direct
sales  and  accounting  clerical  support,  executive  management  and  product
packaging  out  of  its  80  percent.  Morris & Associates also pays a licensing
royalty  fee  of  between 10 percent to 20 percent of the gross sales dollars to
L&M  Media, Inc., which owns the programs.  However, the 80 percent gross margin
after  cost  of goods less royalties of 10 percent to 20 percent generates a net
profit  of  60  percent to 70 percent on sales of the programs licensed from L&M
Media.

     Internet  Infinity  has a non-exclusive distribution license Agreement from
L&M  Media  for  approximately  200  special  interest  video  programs  that
automatically  renews  each  year  on  August 1 until terminated by either party
without  cause  with thirty days written notice. Termination by either L&M Media
or  Internet  Infinity  would  result in a loss of revenue to Internet Infinity.
Sales  for  the  twelve-month period ended March 31, 2001 were $28,974 down 41.5
percent  from $49,549 for the twelve-month period ended March 31, 2000. Internet
Infinity  is  planning  to  re-introduce the 200 special interest video programs
through  a  partner  with  a  low cost budget - ($2.95-$3.95 retail) line before
March  31,  2002  in  an attempt to increase sales. There is no way to determine
when and if such a partner will be found. Internet Infinity also holds exclusive
distribution  licenses from L&M Media for 25 programs on Health and Medicine and
from  L&M  Media  and Hollywood Riviera Studios for five modules of Personal and
Sales  Skill  Development  programs.  Any royalties owed by Internet Infinity to
L&M  Media from sales of the 200 special interest programs may be applied to the
balance  due on the stock subscription agreements between Internet Infinity, L&M
Media and Hollywood Riviera Studios that are associated with both the Health and
Medical  and  the Personal Sales Skills Development program rights obtained from
L&M  Media and Hollywood Riviera Studios.  The Personal Sales Skills Development
programs were originally developed by L&M Media but were refined and improved by
Hollywood Riviera Studios.  L&M Media and Hollywood Riviera Studios share in all
royalties  earned  by  the five Personal Sales Skills Development programs.  L&M
Media,  Inc.  is  98  percent  owned  by George and Dawn Morris, the controlling
shareholders  of  Internet  Infinity  and  its principal officers and directors.
Hollywood  Riviera  Studios  is  100  percent  owned  by George and Dawn Morris.
Therefore,  with  the  pooling  of  earned royalties owed to L&M Media, Internet
Infinity is not required to use cash for royalty payments to L&M Media until all
the stock subscription agreements are completely paid by L&M Media and Hollywood
Riviera  Studios.

                                        4
<PAGE>

     Our  Internet  design  and  marketing  services  delivered to nonaffiliated
customers  have declined since first introduced in 1996 due to low cost and free
services  offered  by  competitive  Internet  service  providers.  The increased
competition  for  the creation of smaller Web sites that led to lower prices for
these services and the reduction of the Internet Infinity staff in this area due
to  a cash shortage caused Internet Infinity to reduce its offerings of Internet
design  services  in  1997,  1998  and  1999.  It  became expedient for Internet
Infinity  to  focus on video and CD products and services sales to generate cash
and  financially  survive  in  1997.  Although  revenues  from  Internet  design
services  have  declined to zero in early 1999, the opportunity to provide these
services  in  conjunction  with  CD  and  DVD  electronic media services will be
pursued.  We  are  now  focusing our Internet site design and marketing services
for  our  own Internet product sales activities.  Our current mission is to help
market  the  products and services of our subsidiaries and selected clients with
multimedia  promotion  and  financial  and  transactional services to facilitate
successful trade on the Internet.  Therefore, Internet Infinity plans to utilize
its  experience  and resources to launch successful Internet sites that sell its
products  and services.  Multimedia promotion with CDs and video can communicate
a story to prospects for products and services just as American On Line has used
CDs  to  communicate  their  information  about their products and services. The
Morris  and  Associates,  Inc.  and  Electronic  Media  Central  Corporation
subsidiaries  of  Internet Infinity have experience in creating, duplicating and
distributing  electronic  media for clients that can be applied to its own sales
and  prospecting  efforts.

     Internet  Infinity  is  currently  working  with past employees who are now
acting  as  lower cost independent contractors to Internet Infinity for Internet
site  design and development and for the creation of mini-CD electronic business
cards.  We  have  launched  a  first business-to-business site at www.mlmhub.com
that  will  offer  business  productivity  tools such as special books, training
tapes  and  electronics.   In  addition,  a  site  is now complete and ready for
improvement  and  promotion  for  the  sale  of  duplication  services  at
(www.iiemc.com).  The  Internet  Infinity  plan calls for the utilization of CDs
and  videos  to  promote these sites since we have experience and a low internal
cost  with  this  media  in  addition  to  telemarketing  activities.

     Our  blank video Internet site (www.blankvideo.com) is currently generating
prospects  and  small orders.  This web site is being promoted to search engines
through  the  submit-it  service  and  we  get  a small amount of inquiries from
prospects for blank videotape. The inquiries are followed up on the telephone or
email  by an Internet Infinity salesperson.  Internet Infinity is promoting this
site  with  on-line  promotion through March 31, 2002. Sales of blank videotapes
over the last twelve months ended March 31, 2001 were $18,096, down from $58,094
for  the  twelve  months  ended  March  31,  2000.  However,  Internet  Infinity
management believes there is a low-cost opportunity to increase sales though the
blankvideo.com  Internet  site.

     The  first "Internet Infinity Business to Business" site www.mlmhub.com was
launched  in  the  first  calendar quarter of 2000.  To date, a lack of resource
commitment  by  management has limited the development and success of this site.
However,  this  Internet  Infinity  business-to-business  site  can  provide new
opportunities  to  sell  marketing  services  to  non-affiliated  customers. The
Internet Infinity marketing plan for fiscal 2002 calls for offering web services
to  members as part of belonging to an Internet Infinity community of businesses
with  similar  interests. The client as a member of the business community would
purchase  multimedia  CD  and  videotape promotion and Internet page development
services  and  promotion  services  such  as banner advertisements from Internet
Infinity  to  help  sell  their  services  to  the  community.  Providing  sales
opportunities  and  market  research  information  about  the member market to a
client  as  part  of  the  design and promotion bundle of services from Internet
Infinity  creates  more  value  to the client than a simple Internet site design
service.  These  extra  client  sales  opportunity  and services is how Internet
Infinity  will  differentiate  its Internet and marketing services from the many
competitors  that offer only Internet site design services on a low price basis.
There  are  too many competitors to name for Internet design services, as listed
in  the  telephone  yellow pages, on the Internet, in all newspapers and in many
business  periodicals.  It  is  difficult  for Internet Infinity to compete on a
price  only  basis.  Also,  it  is  difficult to predict any success without the
additional  resources  and  a  strategic  partner.

                                        5
<PAGE>

     The  functional  relationship  of our wholly owned subsidiaries, Electronic
Media  Central  Corporation  and Morris & Associates, Inc., to Internet Infinity
helps focus sales activities and future growth in different markets.  Electronic
Media  Central  targets  the  business  customer/user,  and  Morris & Associates
targets  the  retailer  or  reseller  to  the  consumer  and  education markets.
Internet  Infinity  uses  different  personnel  and  tactics  to market to these
different  markets.  However,  both subsidiaries share many of the same Internet
Infinity  resources  to  prepare  and fulfill orders and to avoid duplication of
fixed  costs  such  as  office,  administration  and  shipping.

   The  functional  relationship between Internet Infinity and Apple Realty, Inc
dba/  Morris Group consultants, a company owned by George Morris the controlling
shareholders  and  officers  and  directors  of  Internet  Infinity  is  one  of
independent contractors.  The Morris Group is helping Internet Infinity business
development  by  creating new skills and technologies for the company in digital
video  production  services  and the conversion of analog video to digital video
for  CD and the Internet.  In addition, Apple Realty, Inc dba/ Morris Group with
its  business  broker  real  estate  license  is helping the company develop and
implement  as  strategy for possible merger and acquisition activity by Internet
Infinity.

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

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

     Our  sales  representative employees are paid on a salary plus an incentive
bonus  based  on  the  gross  profit  generated  each  month.  The  independent
contractor  sales  persons  are  paid on a commission basis with an advance draw
against  future  commission.  The  sales  representatives  are  responsible  for
managing  their  account  orders  and  customer  service.

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

     The  electronic blank media and duplication industry is highly competitive.
Large  competitors  such  as  Technicolor  Corporation dominate the large volume
market  from the movie studios and advertising premium business.  Numerous small
regional competitors such as our company serve the smaller regional business and
nonprofit  organization markets.  We have over 100 customers that have purchased
more  than  once,  and  that  constitutes  our  core  customer  base.

     We  compete  with  both  price  and customer services. Internet Infinity is
located close to competitive suppliers near the Pacific Coast ports of entry for
video  materials  from  China  and Korea and is constantly shopping for the best
price  from  competing  suppliers.  This allows us to compete better on price to
our  customers.  Internet  Infinity management is constantly shopping the market
for better supplier products, services and prices concerning shipping, packaging
and materials that allow Internet Infinity to offer more value to its customers.
In addition, Internet Infinity monitors offers from competitors on the Internet,
through  direct  mail  and  through  comparison-shopping, to remain competitive.
With  Internet  Infinity  competitive  prices  and  by offering special delivery
service  with  our truck in Southern California, special design consultation and
fast order fulfillment, customers are willing to leave their masters with us for
convenient  repeat  orders.  Internet Infinity management has the flexibility to
handle  many  special  duplication  orders  and situations at little or no extra
charge to the customer.  Special services can include conversion from one master
format  like  one-inch videotape to a beta master before duplicating VHS copies.
Internet  Infinity  can  do  the  conversion  with  Apple  Media Corporation, an
affiliated  company  owned by George Morris, the president of Internet Infinity,
versus  sending  the  conversion to an outside supplier at a higher cost.  Apple
Media's  cost  to  do  such a transfer is only an insignificant few dollars, and
this cost is absorbed in the total cost to do the job.   Internet Infinity sales

                                        6
<PAGE>

and management personnel are able to provide advice and assistance to a customer
as  they  prepare  their  job  for  duplication with Internet Infinity.  Special
situations include handling special orders requiring faster turnaround time than
normal  delivery.  Internet  Infinity tries to maintain a high level of customer
service  to  be  competitive.

     In  the pre-recorded video business of selling special interest programs to
the  public  and  schools,  there  are many small independent production company
competitors.  "Special  interest"  refers  to  how-to,  information  and  other
non-entertainment  programs.  Examples  of  Internet  Infinity  special interest
programs  are  how-to  subjects including various sports, cooking, home and auto
repair, lawn and garden, crafts, business success and computer software training
tapes.  We have experienced a gradually declining sales over the past four years
of  our  fully  priced  line for consumers to only $28,974 for the twelve months
ended  March 31, 2001 versus $49,549 for the twelve months ended March 31, 2000.
We  are  considering  new  opportunities  to sell these programs as a low priced
budget  line  for  impulse  purchases in retail stores at $2.95 to $3.95 retail.
Internet  Infinity  currently sells prerecorded video programs on a non-contract
limited  return basis to retail distributors.  Our customers can return up to 20
percent of their total purchases over the last twelve months for credit, not for
cash,  against  future  purchases.

     Internet  site development is an area that has become extremely competitive
over the past two years.  Many services originally offered by us are now free or
are  offered  at  very  low  cost  from  competitive Internet service providers.
However,  we  will begin to promote these services to our existing customer base
and  to  non-affiliated  associates  of  our  new "Internet Infinity Business to
Business"  web  site  as part of our community member value added services.  The
first  of  several  planned  addresses  for  the  site  is:  www.mlmhub.com.

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

     Our  advertising  and  promotion is primarily electronic-media focused.  We
engage  in  telephone  and  fax  campaigns  to prospect for new customers in the
electronic  duplication  and  blank  media  business.  In  addition,  we plan to
recruit  one  or  more  straight-commission,  independent-contractor  sales
representatives  during  the  present  fiscal  year.

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

     We  are  not  dependent  on any single major customer.   However, as of the
twelve  months ended March 31, 2001 approximately 36.7 percent of our Electronic
Media  Central  sales  came  from  our  top  four  customers.  Sales  made in an
aggregate  amount  equal to 10% of more of our consolidated revenues include the
customers:  Royal Olivetti USA, GBG, Inc., Lightning Dubs, and Media Arts Group.
The  loss of such customers would have a material adverse effect on our company.

     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  are  budgeting  approximately  $20,000  in  fiscal  year  2002  for the

                                        7
<PAGE>

continued  development  of  an  "Internet  Infinity  Business  to  Business"
www.mlmhub.com  site  in  addition to the continued development of www.iiemc.com
using  our  internal non-cash company resources for this development.  Our chief
executive  officer,  George  Morris,  as  a  loan  will provide cash to Internet
Infinity  to  retain independent software and back-office information technology
sub-contractors  for  this  development.

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

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

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

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

     Employees
     ---------

     We  employ  seven  full-time  persons  and  one  part-time  person.

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

   We  are  in  the process of researching a new sales strategy for the sales of
Digital Video Disk ("DVD") and the business card mini-CD by the company.  On the
supply  side, we have identified companies that will transfer videotape programs
to CD or DVD and will replicate the CD or DVD as a subcontractor for us.  On the
selling  side,  our  sales persons are planning to contact all of their existing
customers  to  offer  the transfer service and the CD or DVD replication.  It is
too early in the research process for us to forecast any level of success in the
sales  of  these  digital  products  at  this  time.  However,  with our current
research,  we  see the increase of DVD movies offered in stores like Blockbuster
and  the  increase  in  the  DVD  machines  offered in stores like Circuit city.
However,  expected competition and market unknowns may not permit the company to
succeed  in  the  DVD  duplication  market.

     We  launched a new "Internet Infinity Business to Business" eCommerce site,
www.mlmhub.com,  in  March  2000 for the sale of business products to help small
businesses  succeed.  Products  currently include duplication services and blank
video, audio, CD and packaging, books and will also ultimately include software,
tapes  and  electronics.  We plan to start offering the new products in the last
quarter  of  2002.

Item  2.  Description  of  Property.

     Apple  Media  Corporation  ("AMC"),  controlled  by George and Dawn Morris,
provides  Internet  Infinity  and its subsidiaries with approximately 800 square
feet  of  office  space  in  Costa  Mesa,  California,  and George Morris, chief
executive  officer  of  Internet  Infinity, provides it approximately 600 square
feet  in  Redondo Beach, California. Both locations with telephone and utilities
are  at a cost of $900 a month total to Internet Infinity. However, the $900 per
month  is  included  as  an  allowance in the 80% cost of goods Electronic Media
Central  pays  Apple  Media  Corporation. The space provided is part of Internet
Infinity's  distributorship  arrangement  with  AMC,  and  AMC may terminate the
arrangement  for  free  space  at  any  time  with  a  30-day notice to Internet
Infinity.   There  is  a  large  amount  of office space available for less than
$1.50  a  square  foot  within  three  miles  of  the existing office.  Internet
Infinity  reserves  the  right  to  move  at  any  time.

                                        8

<PAGE>

Item  3.  Legal  Proceedings.

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

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

   None

                                     PART II

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

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

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

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

                                   High                      Low
                                   ----                      ---

     1999
     ----
          1st  Qtr.               1.7188                    0.3750
          2nd  Qtr.               2.0625                    0.3750
          3rd  Qtr.               0.6875                    0.4800
          4th  Qtr.               0.5313                    0.3500

     2000
     ----
          1st  Qtr.               0.6000                    0.3500
          2nd  Qtr.               0.5620                    0.1870
          3rd  Qtr.               0.4300                    0.2800
          4th  Qtr.               0.2800                    0.1500

     2001
     ----
          1st  Qtr.               0.2300                    0.1500

     On March 31, 2001 there were 10,419,880 shares of common stock outstanding.
There are 1,672,242 shares subject to outstanding options. No shares are subject
to  securities  convertible  into  such  shares  of  stock.

Holders

     As  of  March 31, 2001 there were approximately 54 holders of record of our
common  stock.  Some  1,519,980  shares  of  common  stock are held in brokerage
accounts  under  the  record  name  of  "Cede  &  Co."

Dividends

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

                                        9

<PAGE>

Recent  Sales  of  Unregistered  Securities

     During the past three fiscal years, Internet Infinity sold 1,126,925 shares
of  our  common  stock in five transactions exempt from registration pursuant to
the  provisions  of  Regulation  D,  Rule  506  of  the  Securities and Exchange
Commission.  No  underwriters  were  used to affect the sales.  The names of the
persons who bought the shares of stock, the dates the shares sold, the number of
shares issued, the prices paid in cash or services for the shares and the nature
of  the  consideration  received  by  Internet  Infinity  are  as  follows.

<TABLE>
<CAPTION>

<S>                        <C>             <C>              <C>                    <C>
                                           No. of
                                           Shares           Price per          Nature of
Person. . . . . . . . . .  Date            Issued           Share              Consideration
------                     ----            ------           ---------          -------------

Gary Bryant                08-28-98         50,000          $0.50              Cash
Hollywood Riviera Studios  01-04-99        517,241          $0.29              (1)
George Morris              02-25-99         75,000          $0.25              (2)
Dawn Morris                02-25-99         75,000          $0.25              (2)
Thomas J. Kenan            03-28-00         60,000          $0.25              Legal Services
David G. VanHorn           03-28-00        120,000          $0.25              (3)
Anna Moras                 03-28-00        160,000          $0.25              (3)
Minh Nguyen                03-28-00          2,000          $0.25              (4)
Pac-Max Inc                03-28-00          1,000          $0.25              (4)
Roger Casas                03-28-00         10,000          $0.125             (5)
Shirlene Bradshaw          03-28-00         10,000          $0.125             (5)
Thomas J. Kenan            02-05-01         46,684          $0.10              Legal Services
</TABLE>


(1)    Assignment of distribution rights to five Personal Development and Sales
       Skill  Development  training  programs.

(2)    Reduction  of  debt  owed  by Internet Infinity to this person upon this
       person's  exercise  of  a  stock  option.

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

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

(5)    Employee  exercise  of  stock  option.

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

                                       10

<PAGE>

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

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

RESULTS  OF  OPERATIONS

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


                                Year  Ended  3-31
                            2001                    2000

Sales                       100.0%                  100.0%
Cost  of  sales              80.5                    78.8
                            -----                   -----
Gross  margin                19.5                    21.2
Selling,  general  and
    administrative
    expenses                 40.7                    20.1
Interest  Income              1.1                      .8
                            -----                   -----
Net income (loss) before
    income  taxes           (20.8)                    1.9

     SALES
     -----

     Sales  decreased by $283,699 from $1,424,525 in the fiscal year ended March
31,  2000  to  $1,140,826 in the fiscal year ended March 31, 2001, a decrease of
19.9 percent.  The decrease in sales was attributable primarily to a decrease of
$302,221 in sales of Electronic Media Central from $1,374,976 in the fiscal year
ended  2000  to  $1,072,755  in  the  fiscal year ended 2001, a decrease of 22.0
percent.  The  Electronic  Media  Central  decrease  in  sales  was attributable
primarily  to  a  decrease  in  purchases  by existing customers caused by their
anticipation  of  a  slowing  economy.  Industry  sales  for  electronic  media
duplication  should  stabilize  and continue to grow with a more stable economy.
Also,  the  proliferation  of  CD  drives  in  computers,  DVD players and large
installed  base  of  videocassette  recorders should support demand for media in
these  players.  In  addition,  the  new  management focus on the new CD and DVD
media sales, and the planned expansion of www.mlmhub.com is expected to continue
with  the  management  commitment  of  additional  resources.   Electronic Media
Central  is  planning  to  expand  its telemarketing sales force to prospect for
sales  of  duplication  services  and  packaging  materials.

    Sales  of  Morris  &  Associates,  Inc.  recorded a decrease of $20,575 from
$49,549  in the fiscal year ended 2000 to $28,974 in the fiscal year ended 2001,
a  decrease of 41.5 percent.  This decrease is due primarily to the aging of the
pre-recorded  video programs offered to the retail market at full $9.95 pricing.
We  have  experienced  gradually declining sales over the past four years of our
fully-priced  line,  and  we  are  considering  new  opportunities to sell these
programs  as  a low-priced budget line for impulse purchases in retail stores at
$2.95  to $3.95 retail.   Morris & Associates, Inc., currently sells prerecorded
video  programs  on a non-contract, limited-return basis to retail distributors.

     In  addition,  the management effort that resulted in blank videotape sales
of  $18,096  in  the  fiscal  year  ended  March  31,  2001  and  www.mlmhub.com
expectations  for  Internet  Infinity are expected to continue with management's
commitment  of  resources. Internet Infinity is also expanding its telemarketing
sales  force  to  prospect  for  sales  of duplication services, blank media and
accessory  product  such  as  packaging  materials.

                                       11
<PAGE>

     GROSS  MARGIN
     -------------

     Gross  margin decreased by $79,005 from $301,675, or 21.2 percent of sales,
in  fiscal year 2000 to $222,670, or 19.5 percent of sales, in fiscal year 2001.
This  decrease  is  primarily  attributed  to  a  cost of goods increase from an
obsolete  inventory  markdown  and  use  for  Morris & Associates.  The Morris &
Associates inventory was reduced by $23,912 to $15,127 as of March 31, 2001. The
decrease  in  gross margin was also attributable to the Electronic Media Central
gross  margin  decrease  of  $60,959 from $276,354, or 20.1 percent of sales, in
fiscal  year  2000  to  $215,395, or 20.1 percent of sales, in fiscal year 2001.
This  decrease  in gross margin is primarily attributed to the $302,221 decrease
in  sales  from $1,374,976 in the fiscal year ended March 31, 2000 to $1,072,755
in  the  fiscal  year  ended  March  31,  2001.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE

     Selling,  general  and  administrative  expenses increased by $178,466 from
$286,325,  or  20.1  percent  of sales in fiscal year 2000, to $464,791, or 40.7
percent  of  sales  in  fiscal  year  2001, an increase of 62.3 percent. For the
Electronic  Media  Central  subsidiary,  selling,  general  and  administrative
expenses  allocations  increased  by  $91,552  from $151,003, or 11.0 percent of
sales  in fiscal year 2000, to $242,555, or 22.6 percent of sales in fiscal year
2001,  a  total  expense  increase of 60.6 percent and an increase of 11.6% as a
percentage  of  sales.  A  breakdown  of  the  increases  is:

-    Bad  debt write-off of $36,021, which includes a $35,650 one-time write-off
     of  a  related-party  receivable  from  Apple Media Corporation offset by a
     payable  to  related-party L&M Media as part of the clean-up of the balance
     sheet  with  the  Form  10-SB  filing  for  Electronic  Media  Central,

-    Sales  commissions increased from $6,516 to $13,020 primarily as the result
     of  a  sales  representative  working  as  an independent agent in Arizona,

-    Internet Infinity retained as an independent contractor Apple Realty, Inc.,
     d/b/a  Morris Group Consultants, a company owned by George and Dawn Morris,
     the  controlling shareholders, officers and directors of Internet Infinity.
     The  Morris  Group  is  helping Internet Infinity's business development by
     creating  new skills and technologies for digital video production services
     and  the  conversion  of  analog  video  to  digital  video  for CD and the
     Internet.  In  addition,  Apple  Realty, Inc., d/b/a Morris Group, with its
     real  estate  business  broker  license  is helping the company develop and
     implement  a  strategy  for  possible  merger  and  acquisition activity by
     Internet  Infinity. Fees expenses for the Morris Group were $60,600 for the
     fiscal  year  ended  March  31,  2001,

-    With  the  reporting  status  of our company to the Securities and Exchange
     Commission,  insurance  expense increased with the directors' and officers'
     policy  from  $10,655  for the fiscal year ended March 31, 2000, to $35,990
     for  the  fiscal  year  ended  March  31,  2001,

-    Professional fees including legal and accounting increased from $48,685 for
     the  fiscal year ended March 31, 2000, to $67,625 for the fiscal year ended
     March  31,  2001,

-    Transportation  expense  increased  from  nothing for the fiscal year ended
     March  31,  2000  to  $5,850  for  the fiscal year ended March 31, 2001, to
     $5,580  as  reimbursement  for  company  use  of  personal  vehicles,

-    Office expense was up from $2,743 for the fiscal year ended March 31, 2000,
     to  $6,188  for  the  fiscal  year  ended  March  31,  2001,  and

                                       12

<PAGE>

-    Salaries  and  related  expenses  were up from $132,787 for the fiscal year
     ended March 31, 2000, to $190,773 for the fiscal year ended March 31, 2001,
     due  to  additional  sales  and  management  salaries.

     ROYALTIES  EXPENSE
     ------------------

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

     The benefits to Internet Infinity in dealing with L&M Media programs can be
measured  by  the  positive cash flow generated.  Sales of these products have a
high 80 percent gross margin before dilution caused by the payment of royalties.
For  the  year ended March 31, 2001, these royalties accounted for $2,906 of the
$23,179  gross  margin  obtained  from  the  sale  of  these  products.

     NET  PROFIT  (LOSS)
     -------------------

     We  had  a net loss from operations, after a provision for income taxes, in
the fiscal year ended March 31, 2001 of $237,037, or $0.02 a share of our common
stock.  In  the  fiscal  year  ended  March  31,  2000  we had a net profit from
operations, after a provision for income taxes, of $16,937, or $0.002 a share of
common stock.  The loss of 20.8 percent of sales for fiscal year 2001 versus the
1.2  percent  profit  for  the fiscal year ended 2000 is due to the 19.9 percent
decrease  in  sales  in  fiscal  year  2001 of $1,140,826, down from fiscal year
2000's  $1,424,525  while  operating  expenses  increased  by  62.3 percent from
$286,325  for  fiscal  year  2000  to  $464,791  for  fiscal  year  2001.

     BALANCE  SHEET  ITEMS
     ---------------------

     The  net  loss  from operations of $237,037 for the fiscal year ended March
31, 2001 increased the retained earnings deficit from $428,949 on March 31, 2000
to  $665,986  on  March  31, 2001.  In addition, the conversion of legal fees to
46,684  shares  of  common  stock increased the paid in capital to $1,002,167 at
March  31,  2001.  Our  cash position increased from $20,049 for the fiscal year
ended  March  31,  2000  to  $28,356  for  the fiscal year ended March 31, 2001.
Accounts  receivable  from  non affiliates decreased from $116,780 at the end of
fiscal  year  2000  to  $87,529  at the end of fiscal year 2001, while inventory
decreased  from  $39,039  to  $15,127  at  the  end  of  fiscal  year  2001.

     LIQUIDITY  AND  OUTLOOK
     -----------------------

     We have been able to stay in operation only  (1) with the services provided
by  Apple  Media  Corporation,  a  wholly-owned subsidiary of L&M Media, Inc., a
supplier  of  electronic  media duplication services and blank electronic media,
which  is  under  the  control  of  George  and  Dawn  Morris,  the  controlling
shareholders  and  principal officers of Internet Infinity and (2) from the cash

                                       13

<PAGE>


flow  generated  for  Internet Infinity from the duplication sales of Electronic
Media  Central  and  the  sale of high gross margin, pre-recorded video licensed
from  L&M  Media,  Inc.  and Hollywood Riviera Studios, a d/b/a of Apple Realty,
Inc.,  which is 100 percent owned by George and Dawn Morris.  With both the lack
of  sales and the returns of Internet Infinity software from retail customers in
early  1997,  Internet  Infinity  was in jeopardy of failing with large accounts
payable  balances and little cash or accounts receivable available to pay debts.
George  and  Dawn  Morris  personally advanced funds to Internet Infinity.  They
also acquired Video Magnetics, an insolvent electronic media duplication company
with  their  personal  cash  and  proceeded to turn around the situation for the
benefit  of  Internet  Infinity,  Inc.  and its sales and survival.  Since early
1997,  sales from electronic blank media and duplication services have continued
to  grow  and provide the funds to reduce Internet Infinity debt and to create a
new  Internet  product  and service line.  Internet Infinity has been developing
for  over  one  and a half years a small business site called www.mlmhub.com, an
"Internet  Infinity Business to Business" site launched in March 2000.  The site
will  be  used  for  the  sale  of business productivity books, software, tapes,
electronics  and  supplies.  George Morris has loaned funds to Internet Infinity
to  aid  in  the development of the site and is providing a personal development
and  sales  training  program in exchange for company stock granted to Hollywood
Riviera  Studios,  a  company  he  controls.

     Internet Infinity management believes that we will generate sufficient cash
flow to support operations during the twelve months ended March 31, 2002.  Sales
are  stabilizing,  and Electronic Media Central should operate profitably with a
reduction in the expenses associated with the recent Securities Exchange filings
for  Electronic  Media  Central  Corporation  to  become  a  reporting  company.

     In  addition  to cash provided from operations, stock subscription payments
from  L&M Media and Hollywood Riviera Studios - both controlled by George Morris
-  and  additional loans from George Morris, the president of Internet Infinity,
for  the  further  development  of  the business will provide additional cash as
needed  to  Internet  Infinity.  A credit line for $25,000 from George Morris as
well  as a trade credit from Apple Media, Corp. will support the cash flow needs
of  Internet  Infinity.

     The  $122,124 notes payable owed to a group of investors could be paid from
additional  lines of credit, operations' cash flow and additional officer loans.

     Internet  Infinity carries an accounts receivable insurance policy with CNA
Insurance  to  indemnify it against any large bad debts.   The payment record of
our  existing customers for duplication services has been good with low bad debt
losses  for  over  three  years.  Accordingly,  management  believes the risk of
non-payment  loss  in  the  future  has  been  reduced.

     The  trade  relationship  between Internet Infinity and L&M Media, which is
owned  98 percent by George Morris, president of Internet Infinity, has resulted
in  a $111,319 note receivable to Internet Infinity from L&M Media.  The current
amount  of  $36,000  is  due and payable at the rate of $3,000 or more per month
plus  six  percent  simple  interest.     This note receivable from L&M Media is
partially  secured  by  George  Morris  using  the  $167,985 notes due to him by
Internet  Infinity,  Inc.,  payable at the rate of $3,000 or more per month plus
six-  percent  simple  interest.

ITEM  7.  FINANCIAL  STATEMENTS

                                       14

<PAGE>

                          INDEPENDENT AUDITORS' REPORT




TO  THE  BOARD  OF  DIRECTORS  AND  STOCKHOLDERS
INTERNET  INFINITY,  INC.  AND  SUBSIDIARIES

To  the  Board  of  Directors  and  Stockholders
Internet  Infinity,  Inc.  and  Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Internet
Infinity,  Inc.  (a  Delaware  Corporation)  and  its  Subsidiaries  (California
Corporations)  as  of March 31, 2001, and the related consolidated statements of
operations,  stockholders'  equity  (deficit),  and cash flows for the two years
ended  March  31,  2001.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audit.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Internet Infinity,
Inc.  and Subsidiaries as of March 31, 2001, and the results of their operations
and  their  cash flows for the two years ended March 31, 2001 in conformity with
generally  accepted  accounting  principles.


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

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





June  18,  2001


                                       15

<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001

                                     ASSETS


CURRENT  ASSETS
<TABLE>
<CAPTION>
<S>                                                          <C>
  Cash                                                       $   28,356
  Accounts  receivable,  net  of  allowance  for
    doubtful accounts of  $6,500 (Notes 2 and 9)                 87,529
  Inventory (Note 2)                                             15,127
  Note receivable - related company - current (Note 6)           37,500
  Net current deferred tax asset (Note 9)                         7,500
                                                             ----------

          Total Current Assets                                  176,012
                                                             ----------

PROPERTY  AND  EQUIPMENT,  AT  COST  (Note  2)
  Office equipment                                               16,955
  Office furniture                                               15,366
                                                             ----------
                                                                 32,321
          Less  Accumulated  Depreciation                       (32,321)
                                                             ----------
          Net Property and Equipment                                 --
                                                             ----------

OTHER  ASSETS
  Note receivable - related company (Note 6)                     75,319
  Programming costs, net (Note 4)                                    --
  Net deferred tax asset (Note 9)                                16,047
                                                             ----------
          Total Other Assets                                     91,366
                                                             ----------

          Total Assets                                       $  267,378
                                                             ==========
</TABLE>



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

                                       16
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                                 MARCH 31, 2001


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT  LIABILITIES
  Notes payable (Note 5)                                     $  122,124
  Accounts payable and accrued expenses                          31,645
  Accounts payable - related company (Note 6)                    20,198
  Due from employees                                              4,906
  Accrued payroll                                                 4,284
  Interest payable                                                3,768
  Income tax payable                                              4,000
  Due to officer - current (Note 7)                              36,000
                                                             ----------

          Total Current Liabilities                             226,925
                                                             -----------

LONG-TERM  LIABILITIES
  Due to officer - non-current (Note 7)                         131,985
  Note payable - related company (Note 6)                        60,450
                                                             ----------

          Total Liabilities                                     419,360
                                                             ----------

STOCKHOLDERS'  EQUITY  (DEFICIT)
  Preferred  stock,  par  value  $.001;
    authorized  1,000,000  shares;  issued
    and outstanding  0 shares                                        --
  Common  stock,  par  value  $.001;
    authorized  20,000,000  shares;  issued
    and outstanding 10,419,880 shares                            10,420
  Paid-in capital                                             1,002,167
  Retained  earnings  (deficit)                                (665,986)
  Unpaid  stock  subscription                                  (498,583)
                                                             ----------

           Total  Stockholders'  Equity  (Deficit)             (151,982)
                                                             ----------

           Total Liabilities and Stockholders'
             Equity (Deficit)                                $  267,378
                                                             ==========




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

                                       17

<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                    2001           2000
                                                 -----------    -----------
<S>                                              <C>            <C>
REVENUE (NET)                                    $ 1,140,826    $ 1,424,525

COST  OF  SALES
  Beginning inventory                                 39,039         59,918
  Purchases (Note 8)                                 894,244      1,099,836
  Labor and video costs                                   --          2,135
                                                 -----------    -----------
                                                     933,283      1,161,889
  Less ending inventory                               15,127         39,039
                                                 -----------    -----------
         Total Cost of Sales                         918,156      1,122,850
                                                 -----------    -----------
         Gross Profit                                222,670        301,675

OPERATING  EXPENSES                                 (274,018)      (153,538)
SALARIES AND RELATED EXPENSES                       (190,773)      (132,787)
                                                 ------------    -----------

          Net Income (Loss) Before Other
          Income (Expense) and Provision
          for Income Taxes                          (242,121)        15,350

OTHER  INCOME  (EXPENSE)
  Interest income (Note 6)                            12,514         11,024
                                                 -----------    -----------

          Net Income (Loss) Before Income Taxes     (229,607)        26,374

(PROVISION)  FOR  INCOME  TAXES  (Note  10)
  Current                                             (2,400)        (1,600)
  Deferred                                            (5,030)        (7,837)
                                                 -----------    -----------

          Net Income (Loss)                      $  (237,037)   $    16,937
                                                 ===========    ===========

Basic  and  diluted  net  income (loss)
  per share (Note 11)                        $      (.02)       $       .00
                                             ===========        ===========
</TABLE>


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

                                       18
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                  Additional                  Unpaid          Total
                                                    Paid-In    Accumulated     Stock       Stockholders'
                               Shares    Amount     Capital     (Deficit)   Subscription  Equity (Deficit)
                             ----------  -------  -----------  -----------  ------------  ----------------
<S>                          <C>         <C>      <C>           <C>         <C>               <C>
Balance at March 31, 1999    10,010,196   10,010      909,659    (445,886)     (506,883)       (33,100)

Issued  in  consideration
  for  notes  conversion
  (Note 13)                     280,000      280       69,720          --            --          70,000

Issued in consideration for
  professional  services
  (Note 14)                      63,000       63       15,687          --            --          15,750

Issued in consideration
  with exercise of options
  (Note 12)                      20,000       20        2,480          --             --          2,500

Issued in consideration of
  employee  loan  receivable
  (Note  12)                         --       --           --          --         (1,250)        (1,250)

Royalties earned (Note 3)            --       --           --          --          7,582          7,582

Net Income at March 31, 2000         --       --           --      16,937             --         16,937
                             ----------  -------  -----------   ---------   ------------      ---------

Balance at March 31, 2000    10,373,196   10,373      997,546    (428,949)      (500,551)        78,419
                             ----------  -------  -----------   ---------   ------------      ---------
Issued in consideration for
  professional  services
  (Note 14)                      46,684       47        4,621          --             --          4,668

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

Net (Loss) at March 31, 2001         --       --           --    (237,037)            --       (237,037)
                             ----------  -------  -----------   ---------   ------------      ---------

Balance at March 31, 2001    10,419,880  $10,420  $ 1,002,167   $(665,986)  $   (498,583)     $(151,982)
                             ==========  =======  ===========   =========   ============      =========
</TABLE>

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

                                       19


                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                    2001           2000
                                                 -----------    -----------
<S>                                              <C>            <C>
CASH  FLOWS  PROVIDED  (USED)  BY  OPERATING
 ACTIVITIES:
   Net income (loss)                             $  (237,037)   $    16,937
   Adjustment to reconcile net income to cash
     Provided (used) by operating activities:
       Write-down of asset-related party
         Receivable                                   35,650             --
       Consulting fees paid by note payable           60,450             --
       Professional fees related to stock
         issued                                        4,668         15,750
       Amortization of programming costs               7,617          9,778
       Royalty expense used against
         unpaid stock subscription                     1,968          7,582
       Decrease in accounts receivable                29,251         16,257
      (Decrease) in allowance for
        doubtful accounts                                 --         (3,500)
      Write down of obsolete inventory                23,912         20,879
      (Increase) in prepaid expense                    1,516         (1,516)
      Increase (decrease) in accrued payroll           1,072           (915)
      Increase (decrease) in interest payable          2,643         (2,065)
      (Decrease) in accounts payable                 (17,316)        (2,163)
      (Decrease) in accounts payable -
        related company                               (2,000)       (63,026)
      Increase in income taxes payable                 2,400          1,600
      Decrease in deferred tax asset                   5,030          7,837
      Increase in employee payable                     4,906             --
                                                 -----------    -----------
          Net Cash Flows Provided (Used)
            by Operating Activities                  (75,270)        23,435
                                                 -----------    -----------

CASH  FLOWS  PROVIDED  (USED)  BY  INVESTING
 ACTIVITIES:
      (Increase) in programming costs                     --        (11,426)
      (Increase) decrease in note receivable -
        related company                               34,100        (59,351)
                                                 -----------    -----------
          Net Cash Flows (Used) by
            Investing Activities                      34,100        (70,777)
                                                 -----------    -----------

CASH  FLOWS  PROVIDED  (USED)  BY  FINANCING
 ACTIVITIES:
      Increase in due to officer                      20,844            577
      Addition to notes payable                       34,473             --
      Decrease (increase) in note payable             (5,840)         1,106
      Common stock issued                                 --          1,250
                                                 -----------    -----------
          Net Cash Flows (Used) by
            Financing Activities                      49,477          2,933
                                                 -----------    -----------

NET  INCREASE (DECREASE) IN CASH                       8,307        (44,409)

CASH AT THE BEGINNING OF THE YEAR                     20,049         64,458
                                                 -----------    -----------

CASH AT THE END OF THE YEAR                      $    28,356    $    20,049
                                                 ===========    ===========
</TABLE>




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

                                       20
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                    2001           2000
                                                 -----------    -----------
<S>                                              <C>            <C>
ADDITIONAL  DISCLOSURES:
  Interest paid                                  $    14,274    $     4,875
                                                 ===========    ===========

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

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:

  Unpaid stock subscription issued for
    prepaid royalties (Note 3)                   $     1,968    $     7,582
                                                 ===========    ===========

  Notes payable converted to stock               $        --    $    70,000
                                                 ===========    ===========

  Note payable for consulting fees               $    60,450    $        --
                                                 ===========    ===========

  Bad debt write off for related party loan      $    35,650    $        --
                                                 ===========    ===========
</TABLE>




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

                                       21
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  1  -  ORGANIZATION  AND  PRESENTATION

Organization

Internet  Infinity,  Inc.  (III)  was  incorporated  in the State of Delaware on
October  27,  1995.

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

On April 1, 1998, Electronic Media Central Corporation (EMC) was incorporated in
California.  EMC (formerly a division of III) is also owned 100% by III.  EMC is
engaged  in  the  sale  of  blank  electronic  media such as video tapes and the
duplication,  replication  and  packaging  of DVD's, CD's, video tapes and audio
tapes.

The  Company  has registered the web address: www.ib2b.com for its new eCommerce
trade  center.  The  new  "ib2b.com"  site  will offer a variety of productivity
increasing  products  and  services  for businesses.  The site will support both
distributors  and  manufacturers  offering  services  in a cooperative marketing
eCommerce  environment.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation

The consolidated financial statements include the accounts of Internet Infinity,
Inc.  and  its  wholly  owned  subsidiaries,  M&A  and  EMC.  All  significant
inter-company  transactions  and  balances  have  been  eliminated  in  the
consolidation.

Reclassifications

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

Inventory

The  Company's  finished  goods inventory (all on the books of M&A), consists of
the  following:
<TABLE>
<CAPTION>
<S>                                                    <C>
          Duplicated tapes and display boxes           $     15,127
                                                       ============
</TABLE>

Duplicated  tapes  and  display  boxes are valued at the lower of cost or market
(first-in,  first-out  basis).  Inventory  has  been written down by $23,912 for
possible  obsolescence  for  the  year  ended  March  31,  2001.

Depreciation

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


                                       22
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Long-Lived  Assets

In  1999, the Company adopted Statement of Financial Accounting Standards (SFAS)
No.  121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  be Disposed of."  In accordance with SFAS No. 121, long-lived assets
held  and  used  by  the  Company are reviewed for impairment whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  fully  recoverable.  For  purposes  of  evaluating  the  recoverability  of
long-lived  assets,  the  estimated  future cash flows associated with the asset
would be compared to the asset's carrying amount to determine if a write-down to
market  value  or discounted cash flow value is required.  If an impairment were
to exist, it would be measured as the excess of the carrying amount of the asset
over  the  discounted  cash flow value of the asset.  The carrying amount of the
asset  is  its cost, less any accumulated depreciation or amortization.  No such
adjustment  has  been  recorded  for  March  31,  2001.

Cash  and  Cash  Equivalents

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

Deferred  Income  Tax  Accounts

Deferred  tax  provisions/benefits  are  calculated for certain transactions and
events  because  of  differing  treatments  under  generally accepted accounting
principles  and  the  currently enacted tax laws of the federal government.  The
results  of  these  differences  on  a  cumulative  basis,  known  as  temporary
differences,  result  in  the recognition and measurement of deferred tax assets
and  liabilities  in the accompanying balance sheet.  The liability method (FASB
109)  is used to account for these temporary differences.  A valuation allowance
is  provided  against  deferred  tax assets for when it is determined to be more
likely  than  not  that  the  asset  will  not  be  realized.

Use  of  Estimates

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

Stock-Based  Compensation

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

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

                                       23
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Stock-Based  Compensation  (Continued)

In  contrast,  SFAS  No.  123  requires  recognition of compensation expense for
grants  of  stock,  stock options, and other equity instruments over the vesting
periods  of  such grants, based on the estimated grant-date fair values of those
grants.  See  Note  14  for  pro  forma  disclosures  required  by  FAS 123 plus
additional  information  on  the  Company's  stock  options.

Accounts  Receivable

Uncollectible accounts receivable are written off as bad debt expense at the end
of  each  year.  For  the  fiscal  year  ended  March 31, 2001, bad debt expense
totaled  $  36,021.  Allowance  for  bad  debts  are  recorded at 5% of accounts
receivable.  Increase  or  decrease  in  the  allowance  for bad debts is offset
against  bad  debt expense.  For the fiscal year ended March 31, 2001, allowance
for bad debts was not changed.  Of the $ 36,021 bad debts, $ 35,650 related to a
write  off  of  a  related  party  receivable.

Revenue  Recognition

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

Segment  Reporting

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

Earnings  Per  Share  of  Common  Stock

The  Company adopted SFAS No. 128, "Earnings Per Share" in the fourth quarter of
fiscal  1999.  SFAS  No.  128  is  intended  to  simplify the earnings per share
computations  and  make them more comparable from company to company.  All prior
year  earnings  per  share amounts have been recalculated in accordance with the
earnings  per share requirements under SFAS No. 128; however, such recalculation
did  not  result in any change to the Company's previously reported earnings per
share for all years presented.  Potential common shares, including stock options
and  warrants  have  been  excluded from the calculation of diluted earnings per
share  for  March  31,  2001,  as  their  effect  is  anti-dilutive.

NOTE  3  -  SUBSCRIPTION  AND  ROYALTY  AGREEMENTS

The  Company  has  royalty  agreements  with  two  separate  related  entities.

In July 1997, the Company entered into an agreement with L&M Media, Inc. for the
rights  to  market  pre-recorded  health  and  medical  programs.  The agreement
specifies  that  the Company shall pay a 15% royalty to L&M Media, Inc. on gross
sales  for  all of these programs sold between April 1, 1998 and March 31, 2001.
This  agreement  has been extended for an additional year.  In consideration for
these  rights,  the  Company  entered  into  a  stock subscription agreement for
2,267,857  shares  of common stock, with a trading value of $375,000.  Royalties
earned  will  go  toward  the  reduction  of  the stock subscription obligation.
George Morris, President of Internet Infinity, Inc. owns 98% of the stock of L&M
Media,  Inc.


                                       24
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  3  -  SUBSCRIPTION  AND  ROYALTY  AGREEMENTS  (CONTINUED)

In  January  2000  the Company entered into an agreement with Apple Realty, Inc.
(dba  Hollywood Riviera Studios), for the rights to market pre-recorded personal
and sales development multimedia success programs.  The agreement specifies that
the Company shall pay a 20% royalty to Apple Realty, Inc. on gross sales for all
of these programs sold between April 1, 1999 and March 31, 2001.  This agreement
has  been  extended  for an additional year.  In consideration for these rights,
the  Company  entered  into a stock subscription agreement for 517,241 shares of
common  stock, with a trading value of $150,000.  In addition the Company issued
517,241  options at a market price of $.3135 per share (See Note 12).  Royalties
earned  will  go  toward  the  reduction  of  the stock subscription obligation.
George  Morris  owns  100%  of  the  stock  of  Apple  Realty,  Inc.

Currently,  the  royalty  agreement  amounts  of $375,000 and $150,000, less the
royalties  earned  of  $27,667  are  included  in  the  equity section as unpaid
subscription receivable.  During the fiscal year ended March 31, 2001, royalties
earned  were  $  1,968.

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

NOTE  4  -  PROGRAMMING  COSTS

Programming  costs,  consisting  of  video  production and editing, and web site
development  costs  are capitalized and amortized over three years.  Accumulated
amortization  was  $  29,233  at March 31, 2001.  Program development costs have
been  fully  amortized  during  the  fiscal  year ended March 31, 2001.  For the
fiscal year ended March 31, 2001 and 2000, the amortization expenses were $7,617
and  $9,778,  respectively.

NOTE  5  -  NOTES  PAYABLE
<TABLE>
<CAPTION>
Nine  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
<S>                                                                 <C>
  have been outstanding since 1990.                                 $   63,191

Note  payable,  Anna Moras, unsecured, with interest at 6%,
  due upon 90 days written notice.  Anna Moras is the mother
  of George Morris.                                                     31,052

Note  payable, Athana International Inc., unsecured, with an
  original balance of $34,472 to be paid down $1,000 per month,
  with no interest.  Provided monthly payments are made timely
  and uninterrupted, Athana will reduce the balance owed by
  $17,000,  when  that  balance  remains  outstanding.                  27,881
                                                                    ----------

      Total Current Balance                                         $  122,124
                                                                    ==========
</TABLE>

Interest expense paid related to the above notes for March 31, 2001 was $ 8,303.


                                       25
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  6  -  RELATED  COMPANIES  TRANSACTIONS

Note receivable from L&M Media, Inc., payable at $3,000
  per month, plus interest at  6% per annum.  L&M Media,
  Inc. is 98% owned by George Morris, President of
<TABLE>
<CAPTION>

<S>                                                            <C>
  Internet Infinity, Inc.                                      $  111,319

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

    Long-Term Portion                                          $   75,319
                                                               ==========

Loan receivable from Apple Realty, Inc., without
  interest.  There  are no specific terms of repayment.        $    1,500  (a)
                                                               ==========
Trade accounts payable to Apple Media Corporation (AMC),
  a subsidiary of L&M Media, Inc. (See Note 8)                 $  (20,198)
                                                               ==========
Note  payable to Apple Realty, Inc., secured by assets of
  Internet Infinity Inc.  Interest shall accrue at 6% per
  annum, due and payable April 1, 2003.  This note is in
  connection with consulting fees owed.  Apple Realty, Inc.
  is owned 100% by George  Morris.  The note is dated
  March 31, 2001 and therefore, no interest has been accrued
  as of that date.                                            $  (60,450)
                                                              ==========
</TABLE>

(a)  =  $  37,500

Interest income accrued for note receivable from L&M Media, Inc. totaled $ 7,380
for  the  year  ended March 31, 2001.  L&M Media's note receivable is secured by
George  Morris,  President of the Company.  Mr. Morris is using the notes due to
him  by  Internet Infinity, Inc. (see Note 7) as the collateral. L&M Media, Inc.
owns  45.3%  of  the  outstanding  stock  of  Internet  Infinity,  Inc.

Future minimum notes receivable from L&M Media, Inc. as of March 31, 2001 are as
follows:
<TABLE>
<CAPTION>

                            March 31,
                            ---------
<S>                           <C>                                   <C>
                              2002                                       36,000
                              2003                                       36,000
                              2004                                       36,000
                              2005                                        3,319
                                                                    -----------

                                                                    $   111,319
                                                                    ===========
</TABLE>

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

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

The  Company  has a month-to-month agreement with AMC for a total monthly fee of
$900.  George  Morris  owns  98%  of  Apple  Media  Corporation.

                                       26
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  7  -  DUE  TO  OFFICER
<TABLE>
<CAPTION>
Unsecured  note  payable  to  George Morris,
  with interest at 6% per annum, with monthly
  installments  of  $3,000 beginning June 30, 2000.
<S>                                                                 <C>
  George Morris is the President of Internet Infinity, Inc.         $    167,985

      Less Current Portion                                                36,000
                                                                    ------------

      Long-Term Portion                                             $    131,985
                                                                    ============
</TABLE>

Maturities  of  due  to  officer  are  as  follows:
<TABLE>
<CAPTION>
                    March 31,
                    ---------
<S>                   <C>                                           <C>
                      2002                                          $     36,000
                      2003                                                36,000
                      2004                                                36,000
                      2005                                                36,000
                      2006                                                23,985
                                                                    ------------

                                                                    $    167,985
                                                                    ============
</TABLE>

Interest charged to expenses for the year ended March 31, 2001 on the above note
was  $  8,614.

NOTE  8  -  CONCENTRATIONS  OF  CREDIT  RISK

For the fiscal year ended March 31, 2001, revenue from four customers represents
37%  of the Company's total revenue.  As of March 31, 2001, two of the Company's
outstanding  accounts  receivable  represents  35%  of  the  total.

The  Subsidiary's  only  supplier of products is AMC.  The Subsidiary's cost for
the  product  is approximately 80% of the selling price, net of sales tax.  Cost
of  purchases from AMC were $871,606 and $1,099,836 for March 31, 2001 and 2000,
respectively.  AMC  is owned 98% by George Morris.  During the fiscal year ended
March  31,  2000, AMC became a subsidiary of L&M Media, Inc., which is 98% owned
by  George  Morris,  President  of  III.

NOTE  9  -  DEFERRED  INCOME  TAXES

The  net deferred tax amounts included in the accompanying balance sheet include
the  following  amounts  of  deferred  tax  assets  and  liabilities:
<TABLE>
<CAPTION>
<S>                                                                 <C>
    Deferred tax asset - current                                    $      7,500
    Deferred tax liability - current                                          --
                                                                    ------------

                        Net Asset - Current                         $      7,500
                                                                    ============

    Deferred tax asset - non-current                                $    169,474
    Deferred tax liability - non-current                                      --
    Less  valuation  allowance                                          (153,427)
                                                                    ------------

      Net Asset - Non-current                                       $     16,047
                                                                    ============
</TABLE>

                                       27
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  9  -  DEFERRED  INCOME  TAXES  (CONTINUED)

The  deferred tax asset resulted from reserves for bad debts that are deductible
when the accounts receivable is written off as an impairment of assets, which is
not  currently  deductible  for  tax  purposes,  and  from  a net operating loss
carryforward for federal and state income tax purposes.  The total of $23,547 is
estimated  benefits  that  the  consolidated  group  may  realize  due to future
profitability.

The  Company  has recorded a valuation allowance to reflect the estimated amount
of  deferred  tax asset which may not be realized.  For the year ended March 31,
2001,  valuation  allowance  increased  by  $50,092.

NOTE  10  -  (PROVISION)  FOR  INCOME  TAXES

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

<TABLE>
<CAPTION>
                                                     2001               2000
                                                 --------------    -------------
<S>                                               <C>              <C>
Current  (Provision)
  Federal                                         $        --      $        --
  State                                                (2,400)          (1,600)
                                                  -----------      -----------
                                                  $    (2,400)     $    (1,600)
                                                  ===========      ===========

Deferred  (Provision)
  Federal                                         $    (3,165)     $    (4,931)
  State                                                (1,865)          (2,906)
                                                  -----------      -----------
                                                  $    (5,030)     $    (7,837)
                                                  ===========      ===========
</TABLE>

The  Company has a net operating loss carryforward of approximately $625,000 for
tax  purposes.  For  federal  income  tax  purposes,  the  net  operating  loss
carryforwards  expire  through  2018.

NOTE  11  -  NET  INCOME  (LOSS)  PER  SHARE

Following  is  a reconciliation of net income and weighted average common shares
outstanding  for  purposes  calculating  basic and diluted net income per share:

<TABLE>
<CAPTION>
                                                     2001               2000
                                                 --------------    -------------
<S>                                               <C>              <C>
Basic net income (loss)                           $   (237,037)    $     16,937
                                                  ============     ============

Weighted average common shares outstanding          10,380,742       10,020,141
                                                  ------------     ------------

Basic net income (loss) per share                 $       (.02)    $        .00
                                                  ============     ============

Weighted  average  common  shares  outstanding      10,380,742       10,020,141

Dilutive stock options                                     N/A          413,452
                                                  ------------     ------------

Weighted average common shares outstanding for
  purposes of computing diluted net income
  per  share                                        10,380,742       10,433,593
                                                  ============     ============

Diluted net income per share                      $       (.02)    $        .00
                                                  ============     ============
</TABLE>

                                       28
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  12  -  STOCK  OPTIONS

The  Company's  1996 stock option plan provides that incentive stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price of
up  to  110%  of  market  price  at  the  date of grant.  Generally, options are
exercisable  one  or  two  years  from the date of grant and expire three to ten
years  from  the  date of grant.  As of March 31, 2001, the maximum of 4 million
shares  were  approved for issuance under the plan, of which 2.33 million shares
were  available  for  future  grants.

For  the  years ended March 31, 2001 and 2000, the Company granted 0 and 275,000
shares  to  various  individuals  at the average exercise price of $ 0 and $.40,
including  its  officers  who  received  0  and  200,000  shares,  respectively.

In  electing  to  follow  Accounting  Principles  Board  Opinion  (APBO) No. 25,
"Accounting  for  Stock  Issued  to  Employees",  the  Company  recognizes  no
compensation expense related to employee stock options for the fiscal year ended
March  31,  2001 and 2000, as no options are granted at a price below the market
price  on  the  date  of  grant.

On  March  22, 2000, 20,000 options were exercised by two employees at the price
of  $.125 per share for the total value of $2,500.  The Company set up an unpaid
stock  subscription account of $1,250 for the 10,000 shares, which have not been
paid  for by the employee.  A note payable to an employee in an amount of $1,250
was  used  to  offset  against  the  issuance  of  the  remaining 10,000 shares.

Presented  below is a summary of stock option plans activity for the year shown:
<TABLE>
<CAPTION>
                                                                    Weight-
                                                                    Average
                                               Stock  Options    Exercise  Price
                                               --------------    ---------------
<S>                                               <C>               <C>
Outstanding at March 31, 1999                     1,437,242         $     .219
  Granted                                           275,000               .400
  Exercised                                         (20,000)              .125
  Forfeited                                         (20,000)              .253
  Expired                                                --                 --
                                                  ---------         ----------
Outstanding at March 31, 2000                     1,672,242               .282
  Granted                                                --                 --
  Exercised                                              --                 --
  Forfeited                                              --                 --
  Expired                                                --                 --
                                                  ---------         ----------
Outstanding at March 31, 2001                     1,672,242         $     .282
                                                  =========         ==========

Shares exercisable at March 31, 1999                420,000         $     .125
                                                  =========         ==========

Shares exercisable at March 31, 2000                394,000         $     .125
                                                  =========         ==========

Shares exercisable at March 31, 2001                394,000         $     .125
                                                  =========         ==========
</TABLE>

                                       29
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  12  -  STOCK  OPTIONS  (CONTINUED)

Exercise  prices  for options outstanding as of March 31, 2001 range from $0.125
to  $0.40.  The  following  table summarizes information for options outstanding
and  exercisable  at  March  3,  2001:
<TABLE>
<CAPTION>
                           Options Outstanding            Options Exercisable
                   -----------------------------------  -----------------------
                                            Weighted
                                Weight-     Average                    Weight-
                     Stock      Average    Remaining         Stock       Average
Exercise            Options     Exercise  Contractural      Options      Exercise
Prices            Outstanding    Price        Life        Exercisable      Price
----------------  -----------   --------  ------------    -----------    ---------
<S>                <C>          <C>              <C>        <C>            <C>
$0.125               394,000    $0.1250          0.0        394,000        $0.125
$0.308 - $0.3135   1,003,242    $0.3080          0.1             --            --
$0.4000              275,000    $0.4000          0.0             --            --
                   ---------                                -------

                   1,672,242                                394,000
                   =========                                =======
</TABLE>

In  electing to continue to follow APBO No. 25 for expense recognition purposes,
the  Company  is obliged to provide the expanded disclosures required under SFAS
No. 123 for stock-based compensation granted since 1996, including if materially
different from reported results, disclosure of pro forma net income and earnings
per  share  had compensation expense relating to the fiscal year ended March 31,
2001  and  2000 grants been measured under the fair value recognition provisions
of  SFAS  No.  123.

The weighted-average fair values at the date of grant for options granted during
the  fiscal  year  ended March 31, 2001 and 2000 were $0 and $0.36, respectively
and  were  estimated  using  the  Black-Scholes  option valuation model with the
following  weighted-average  assumptions:
<TABLE>
<CAPTION>
                                              March 31, 2001     March 31, 2000
                                              --------------     --------------
<S>                                                  <C>                 <C>
      Expected life in years                          3.00                3.00
      Interest  Rate                                  6.22%               5.91%
      Volatility                                     78.06%              78.26%
      Dividend  Yield                                    0%                  0%
</TABLE>

The  weighted-average  fair  values,  at date of grant for options granted, were
either  the  same  or higher than the market values during the fiscal year ended
March  31,  2001 and 2000.  The Company's net income and earnings per share will
be  the  same as the pro forma net income and earnings per share; therefore, the
Company's  pro  forma  information  had  not  been  presented.

NOTE  13  -  COMMON  STOCK  ISSUED  FOR  NOTES  CONVERSION

On  October  22,  1999,  the  Company issued 280,000 restricted common shares in
consideration for $70,000 of notes payable at the value of $0.25 per shares.  In
addition,  the  Company  issued  to the note holders 70,000 stock options at the
average  exercise  price  of  $0.40  per  share  (See  Note  12).

                                       30
<PAGE>

                    INTERNET INFINITY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


NOTE  14  -  STOCK  ISSUED  FOR  SERVICES

On  March 28, 2000, the Company issued 60,000 restricted common shares for legal
expenses  at  the  value  of  $0.25  per  share  for  a total amount of $15,000.

In  addition,  the Company issued 3,000 restricted shares for various consulting
services  that  have  a  fair  market  value  of  $750.

On February 5, 2001, the Company issued 46,684 shares of restricted common stock
for  legal  expenses  at  the  value  of  $0.10 per share, for a total amount of
$4,668.

                                       31
<PAGE>


                                    PART III

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

     Internet Infinity's directors, officers and significant employees occupying
executive  officer  positions,  their  ages as of March 31, 2001, the directors'
terms  of  office  and  the period each director has served are set forth in the
following  table:

<TABLE>
<CAPTION>

<S>                                  <C>                                                            <C>        <C>
Person                               Positions and Officers                                         Since      Expires
------                               ----------------------                                         -----      -------

George Morris, 62                    Chairman of the Board of Directors - Acting President/CEO       1996      2002
                                     Vice President Marketing

Roger Casas, 52                      Director                                                        1999      2002
                                     Vice President Operations

Dawn Morris, 46                      Member of the Board of Directors                                1996      2002
                                     Vice President Internet Sales

Kathy Boag, 47                       Vice President Traditional Sales                                1999      2002

Shirlene Bradshaw, 62                Member of the Board of Directors                                1999      2002
                                     Business Manager
</TABLE>




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

                                       32

<PAGE>


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

    KATHY  BOAG.  Ms.  Boag  has been the Sales Manager and/or Vice President of
Sales  since  joining  Internet  Infinity  in  1997  where she has developed and
managed  major  accounts.  Ms. Boag manages sales and coordinates the production
of  her large orders.  Prior to joining Internet Infinity, she was the President
of the International Television Association of Orange County.  She has also been
the co-owner of a marketing and distribution company for Special Interest video.
She  also  handled  the  marketing,  distribution and promotion for Jack LaLanne
exercise  programs. Ms Boag has over 20 years experience in the electronic media
industry  as  a  Sales  Manager  and Vice President for numerous companies.  Her
clients  include  major corporations like Yamaha, Olivetti, Sprint and the major
automobile  companies.

     DAWN  MORRIS.  Ms.  Morris  has  been  the  President,  Vice  President,  a
principal  shareholder  and a Director of Internet Infinity since it went public
in  1996.  She  has  also been the Vice President of L&M Media, Inc. since 1990,
now  an affiliate of Internet Infinity.  Ms. Morris has also been the Manager of
Corporate  Finance/Mergers and Acquisitions and a registered representative with
Morris  Financial,  Inc., a NASD member broker-dealer firm, since 1994.  She has
been  responsible for the development of educational and computer training video
programs,  some  of  which  have  been,  produced in CD-ROM and other multimedia
versions.  Ms. Morris has produced finance and investment, as well as commercial
and infomercial programs.  Prior to joining the predecessor company in 1984, Ms.
Morris  was  a  Senior Account Representative in the Office Products Division of
Xerox  Corporation,  and  a  Sales  Manager  at Joseph Magnin Stores.  Ms Morris
earned  a Bachelor of Business Administration in Marketing from California State
University  and  studied  television  production  and  directing  at  UCLA  and
California  State  University.  Dawn  Morris was nominated for Woman Graduate of
the  Year  in  the  California  State  University  System.

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

ITEM  10.  EXECUTIVE  COMPENSATION.

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

                                       33

<PAGE>
For  George  Morris
<TABLE>
<CAPTION>


                                                                                          Long  Term  Compensation
                                                                                        -----------------------------
                                                                        Awards
                                                            ----------------------------
           Annual  Compensation                                               Securities
--------------------------------------------
                                                                              Underlying          Payouts
                                                                                             ------------------------
                               Other  Annual                 Restricted       Options/        LTIP       All  Other
Year     Salary        Bonus   Compensation                  Stock Awards     SARS           Payouts     Compensation
<S>      <C>             <C>            <C>                         <C>            <C>         <C>           <C>
2001     16,700          0              0                           0               0           0             0
2000     30,999          0              0                           0               0           0             0
1999     37,700          0              0                           0               0           0             0

</TABLE>




For  Dawn  Morris

<TABLE>
<CAPTION>


                                                                                          Long  Term  Compensation
                                                                                        -----------------------------
                                                                        Awards
                                                            ----------------------------
           Annual  Compensation                                               Securities
--------------------------------------------
                                                                              Underlying          Payouts
                                                                                             ------------------------
                               Other  Annual                 Restricted       Options/        LTIP       All  Other
Year     Salary        Bonus   Compensation                  Stock Awards     SARS           Payouts     Compensation
<S>      <C>             <C>            <C>                         <C>            <C>         <C>           <C>
2001     11,600          0              0                           0               0           0             0
2000      9,960          0              0                           0               0           0             0
1999      1,000          0              0                           0               0           0             0

</TABLE>


 In  a related party transaction, the Morris Group, a dba of Apple Realty, Inc.,
received  $60,000  in  consulting fees for the fiscal year ended March 31, 2001.
George  Morris  is  the president and owns 100% of Apple Realty, Inc./dba Morris
Group  and  is  the  president  of  Internet Infinity, Inc., our chief executive
officer  and  a  director,  who, with his wife, Dawn Morris, are the controlling
shareholders  of  Internet  Infinity,  Inc.

  The  Morris  Group  is helping Internet Infinity, Inc. business development by
creating new skills and technologies in the company for digital video production
services  and  the  conversion  of  analog video to digital video for CD and the
Internet.  In  addition,  Apple  Realty,  Inc  dba/  Morris Group is helping the
company  develop  and  implement as strategy for possible merger and acquisition
activity  by  Internet  Infinity,  Inc.  Apple Realty, Inc., holds a real estate
business  broker  license.

STOCK  OPTIONS

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

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

                                       34

<PAGE>

<TABLE>
<CAPTION>

                               Fiscal  Year          No.  of  Shares       Exercise  Price         Expiration  Date
<S>                            <C>                  <C>                        <C>                      <C>
     George  Morris            2001                   -0-
                               2000                 100,000                    $0.360                   9/30/04
                               1999                 200,000                    $0.308                   1/24/04

     Dawn  Morris              2001                   -0-
                               2000                 100,000                    $0.360                   9/30/04
                               1999                 200,000                    $0.308                   1/24/04

     Kathy  Boag               2001                   -0-
                               2000                   -0-
                               1999                  20,000                    $0.308                            (2)

     Roger  Casas              2001                   -0-
                               2000                   -0-
                               1999                  30,000                    $0.308                            (3)

     Shirlene  Bradshaw        2001                   -0-
                               2000                   -0-
                               1999                  20,000                    $0.308                            (4)

     Hollywood  Riviera
     Studios(1)                2001                   -0-
                               2000                   -0-
                               1999                 517,242                    $0.314                   1/3/04
</TABLE>


(1)     These  options  are  under the control of George Morris, chief executive
        officer  of  Internet  Infinity.
(2)     10,000  of these options expire on 3/30/03 and 10,000 expire on 3/30/04.
(3)     10,000  of these options expire on 3/30/03, 10,000 expire on 3/30/04 and
        10,000  expire  on  1/24/04.
(4)     10,000  of these options expire on 3/30/03 and 10,000 expire on 3/30/04.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

     The  table  below  sets forth, as of March 31, 2001 the number of shares of
common  stock  of  Internet  Infinity  beneficially  owned  by  each officer and
director  of Internet Infinity individually and as a group, and by each owner of
more  than  five  percent  of  the  common  stock.

<TABLE>
<CAPTION>

                                                                   Percent  of
                                             Number                Outstanding
     Name  and  Address                    of  Shares                Shares
     ------------------------------        ----------              -----------
<S>                                        <C>                       <C>
     L&M  Media,  Inc.  (1)                4,535,714                 43.53
     663  the  Village
     Redondo  Beach,  CA  90277

     Dawn  Morris                          1,238,000                 11.88
     663  the  Village
     Redondo  Beach,  CA  90277

     Apple  Realty,  Inc.  d/b/a
     Hollywood  Riviera  Studios  (1)      1,034,482                  9.93
     663  the  Village
     Redondo  Beach,  CA  90277

                                       35

<PAGE>

     George Morris, Chairman/CEO             938,000                  9.00
     663  the  Village
     Redondo  Beach,  CA  90277

     Kathy  Boag,  Vice  President               500                   .01
     16548  Bolsa  Chica  St  #154
     Huntington  Beach,  CA  92649

     Roger  Casas,  Vice  President           12,000                   .12
     108  E.  228th  St
     Carson,  CA  90745

     Shirlene  Bradshaw,  Director            10,500                   .10
     1900  W.  Artesia  #38
     Gardena,  Ca  90745

     Officers  and  Directors
     as  a  group  (5  persons)(2)         7,769,196                 74.56
</TABLE>


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

     (2)     These officers and directors are George Morris and Dawn Morris, his
spouse.

CHANGES  IN  CONTROL

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

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     Our  company  is  under  the control of George and Dawn Morris, husband and
wife,  who  beneficially  own 73.47 percent of all outstanding stock of Internet
Infinity,  Inc.  The  basis  of  their  control,  and  the  relationship  of all
affiliates  of  Internet  Infinity,  are  depicted  in  the  following  chart:

1.     George  and  Dawn  Morris

          a.     They  own  98  percent  of  L&M  Media,  Inc.
                                             -----------------

                 i.     It  owns  100  percent  of  Apple  Media  Corporation
                                                    -------------------------

                 ii.    It  owns  43.53  percent  of  Internet  Infinity,  Inc.
                                                      -------------------------

          b.     They  own  100  percent  of  Hollywood  Riviera  Studios
                                              ---------------------------

                 i.     It  owns  9.93  percent  of  Internet  Infinity,  Inc.
                                                     -------------------------

          c.     They  own  20.88  percent  of  Internet  Infinity,  Inc.
                                                -------------------------

                                       36
<PAGE>


                 i.     It  owns  100 percent of Electronic Media Central Corp.
                                                 ------------------------------

                 ii.    It  owns  100  percent  of  Morris  &  Associates,  Inc.
                                                    ----------------------------

     Summary
     -------

      .98     x     .4353     =     .4266
     1.00     x     .0993     =     .0993
                    .2088     =     .2088

     George  and  Dawn  Morris
        beneficially  own           .7347  of  Internet  Infinity,  Inc.


     The  Fiscal  Year  1999  Hollywood  Riviera  Studios  Transaction.

     On  January  4,  1999,  Apple Realty, Inc., d/b/a Hollywood Riviera Studios
subscribed  to  purchase  517,241  restricted shares of Internet Infinity Common
Stock at $0.29 a share, or 50 percent of the closing price of $0.57 for Internet
Infinity  Common Stock on January 4, 1999.  In addition to its obligation to pay
for  the  subscribed  shares, Apple Realty, Inc. assigned to Internet Infinity a
three-year  licensing  distribution  right for five training modules on Personal
and  Sales  Skill  Development.  Apple  Realty,  Inc.,  d/b/a  Hollywood Riviera
Studios,  is  a  company  100  percent  owned  by  George  Morris.

     The  50  percent  value  of  the "free-trading" stock price assigned to the
January  4,  1999  stock subscription for licensing distribution rights for five
training  modules  on  Personal and Sales Skill Development is deemed reasonable
considering  the  inability  of  Hollywood  Riviera  Studios  to  dispose of the
restricted  stock  for  a  long  period  of  time.  In  addition, standard media
industry  practice usually requires cash advance payments for the acquisition of
distribution  rights  of  programs.

     Also,  as  part  of  the same transaction, Internet Infinity issued 258,621
stock  options  to Hollywood Riviera Studios exercisable at $0.627 a share.  The
options  were  priced  at 110 percent of the $0.57 Common Stock closing price on
January  4,  1999.  The  Hollywood  Riviera stock options, after the two-for-one
stock  split  of  February  25,  1999,  are  now for 517,241 shares at a $0.3135
exercise  price.

     To  summarize,  Apple  Media, d/b/a Hollywood Riviera Studios subscribed to
purchase  517,241  shares of Internet Infinity's Common Stock and obtained stock
options  to  purchase  517,241  shares of our Common Stock at $0.3135 a share in
exchange  for:

-     a  subscription agreement obligation to pay $150,000 to Internet Infinity,

-    the  exclusive  distribution  rights  to  five  training program modules on
     Personal  and  Sales  Skill  Development,

-    royalties  set  at  twenty percent of sales, the payment of which royalties
     will  go  to  the  reduction of the stock subscription obligation until the
     stock  subscription  is  paid  in  full.

     As  of  March 31, 2001 there have been no sales by Internet Infinity or its
affiliates  of  any  of  the  five  video  modules  on  Personal and Sales Skill
Development.  However,  no  resources  were  available to promote sales of these
products  and  the  company  cannot  guarantee  any  sales  of  these  programs.

                                       37
<PAGE>

SPECIAL  INTEREST  VIDEO  TRAINING  PROGRAMS

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

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

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

     Internet Infinity takes title to the products it purchases from Apple Media
Corporation,  which  is 98 percent owned by George Morris, president of Internet
Infinity,  just  as  it  did  under  the original distributorship agreement with
independently owned Video Magnetics, LLC.  This distributorship model for taking
title  is  planned  for  other,  future  distributorship  arrangements.

INTERNET  INFINITY,  INC.  AND  APPLE  MEDIA  CORPORATION  OPERATING  STRUCTURE

     Under  this  distributorship  arrangement,  Internet  Infinity,  Inc.  is
responsible  for  the collection of accounts receivable and must collect them or
take  a  bad  debt  loss.  However,  Internet  Infinity  carries  CNA  accounts
receivable  loss  insurance.  As  is standard business practice with a drop-ship
arrangement,  Electronic  Media  Central,  the  100  percent owned subsidiary of
Internet  Infinity,  does  not carry an inventory.  However, Morris & Associates
does  carry  a  small,  finished goods inventory of special interest videos from
time  to  time and a $15,127 packaging inventory as of March 31, 2001 to prepare
orders for the 200 special interest videos.  An Internet hosting service handles
the  server  computer equipment for the Internet.  By these means the management
of  Internet  Infinity  attempts to minimize the risk of loss from inventory and
accounts  receivable  as  well  as  technology  obsolescence.

     The  process  for  taking  orders,  shipping,  billing and collection is as
follows:  When  Internet  Infinity  sells  Electronic Media Central products and
services  to  an independent customer, we first determine the sales credit terms
that  will be given to the customer based on a credit worthiness review.  If the
order will be shipped on an open account basis and is over approximately $5,000,
we  contact our accounts receivable insurance company, CNA, for credit insurance
approval.  After  credit  terms and freight are determined by Internet Infinity,
we  issue a purchase order to Apple Media Corporation, which is 98 percent owned
by  George  Morris,  the  president  of  Internet Infinity, for the products and
services  ordered  including  shipping.

                                       38
<PAGE>

Apple Media sources materials and components, manufactures or assembles and drop
ships  the  order  to the Internet Infinity customer. Internet Infinity invoices
the  customer  for  the  products  and  services delivered and credits its sales
account  and  debits  the  accounts  receivable  account  in Internet Infinity's
general  ledger  at  the  time  of  shipment and invoicing. Internet Infinity is
responsible  for  collecting  the  accounts receivable from the customers. Apple
Media  grants  a 20 percent wholesale trade discount to Internet Infinity on the
order  amount  and  charges  Internet Infinity at the time of shipping. Internet
Infinity  is solely responsible for the payment of its accounts payable to Apple
Media,  Inc.  The  CNA  accounts receivable loss insurance does not cover losses
under  $5,000  and  the  policy  has  a  $10,000  deductible.

     The  major  risk  for  Internet  Infinity  is  the  non-payment of accounts
receivable  from an order.  Internet Infinity remains responsible for payment of
the  wholesale  cost of the order to Apple Media even if a customer doesn't pay.
Internet  Infinity  maintains  a $15,127 packaging inventory and thereby reduces
potential  losses on inventory shrinkage and obsolescence.  However, the absence
of  a complete Internet Infinity inventory and the control of any inventory by a
supplier  to  Internet  Infinity  have  operated  to reduce our control over the
shipping  priority  of  orders.

     When  we  sell  pre-recorded video programs to media retailers, wholesalers
and  school  suppliers,  we place an order with Apple Media for the products and
services,  including  shipping.  Apple Media sources, manufactures or assembles,
with Morris & Associates' packaging, and drop ships the product to our customer.
Apple  Media  gives Internet Infinity an 80 percent discount off the total order
amount  including  freight.  The  80  percent  gross margin before packaging and
royalties  remaining  for  Internet  Infinity  gives  Internet  Infinity  a very
profitable,  low  volume, distribution opportunity.  The 80 percent gross profit
margin for Internet Infinity from pre-recorded video sales versus the 20 percent
for  duplication  and  blank  media  sales to independent customers reflects the
significantly  higher  price  and  profit margin associated with selling a video
tape  with  a  program  on  it  versus  a  blank  tape  or  the lower margin for
duplicating an independent customer tape or CD.  During fiscal year 2001, the 80
percent  of  these  sales  amounted  to  $23,179.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)     EXHIBITS

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


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

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

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

      3      -     Bylaws  of  Internet  Infinity,  Inc.*

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

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

                                       39
<PAGE>


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

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

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

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

(B)     REPORTS  ON  FORM  8-K

     None.
                                       40
<PAGE>

                                   SIGNATURES

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

                              INTERNET  INFINITY,  INC.



Date:  June  25,  2001        By /S/ George Morris
                              George  Morris,  Chief  Executive  Officer


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



Date:  June  25,  2001        /S/ George Morris
                              George  Morris,  Chief  Financial  Officer,  Chief
                              Executive  Officer,  and  Director



Date:  June  25,  2001        /S/ Roger Casas
                              Roger  Casas,  Director



Date:  June  25,  2001        /S/ Dawn Morris
                              Dawn  Morris,  Director



Date:  June  25,  2001        /S/ Shirlene Bradshaw
                              Shirlene  Bradshaw,  Director

                                       41