U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





AMENDMENT
NO. 2 TO FORM 10-KSB


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


OF THE
SECURITIES EXCHANGE ACT OF 1934


FOR
THE FISCAL YEAR ENDED MARCH 31, 2007





OR





[  ]
TRANSITION UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________








INTERNET
INFINITY, INC.


(Exact
name of registrant as specified in its charter)




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




413
Avenue G, #1


Redondo
Beach, CA 90277


(310)
318-2244


(Address
and telephone number of registrant's principal


executive
offices and principal place of business)








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





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


Common
Stock, $0.001 par value





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





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





State
issuer’s revenues for its most recent fiscal
year:  $5,411










State the
aggregate market value of the 4,221,084 voting and non-voting common equity held
by non-affiliates computed by reference to the $0.0400. average bid and asked
price of such common equity, as of June 19,
2007:  $168,843.





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





As of
June 19, 2007, there were 28,718,780 shares of the Registrant's Common Stock,
par value $0.001 per share, outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





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





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




ii
 
  TABLE
OF CONTENTS


PageItem
      1
                                              Description
      of Business
                                              1Business
      Development
                                              1Business
      of the Company
                                              1Suppliers
      and Sub-Contractors
                                              1Distribution
      Methods
                                              1Competition
                                              2Advertising
      and Promotion
                                              2Dependence
      on Major Customers, Management and Suppliers
                                              2Patents,
      Trademarks and Licenses
                                              2Government
      Approval and Regulations
                                              2Research
      and Development
                                              2Cost
      of Compliance with Environmental Laws
                                              2Seasonality
                                              2Employees
                                              3Item
      2
                                              Description
      of Property
                                              3Item
      3
                                              Legal
      Proceedings
                                              3Item
      4
                                              Submission
      of Matters to a Vote of Security Holders
                                              3Item
      5
                                              Market
      for Common Equity and Related Stockholder Matters
                                              3Item
      6
                                              Management’s
      Discussion and Analysis
                                              5Results
      of Operations
                                              5Sales
                                              5Gross
      Margin
                                              5Selling,
      General and Administrative Expenses
                                              5Net
      Profit (Loss)
                                              6Balance
      Sheet Items
                                              6Outlook
                                              6Off-Balance
      Sheet Arrangements
                                              7Contractual
      obligations
                                              7Item
      7
                                              Financial
      Statements
                                              8Item
      8
                                              Changes
      In and Disagreements With Accountants on Accounting and
      Financial Disclosure
                                              25Item
      8A
                                              Controls
      and Procedures
                                              25
  iii
  Item
      8B
                                                        Other
      Information
                                                        26Item
      9
                                                        Directors,
      Executive Officers, Promoters and Control Persons; Compliance
      with Section 16(a) of the Exchange Act
                                                        26Compliance
      with Section 16(a) of the Exchange Act
                                                        27Audit
      Committee and Audit Committee Financial Expert
                                                        28Code
      of Ethics
                                                        28Item
      10
                                                        Executive
      Compensation
                                                        28Stock
      Options
                                                        29Employment
      Contracts
                                                        29Item
      11
                                                        Security
      Ownership of Certain Beneficial Owners and
      Management
                                                        29Item
      12
                                                        Certain
      Relationships and Related Transactions
                                                        30Item
      13
                                                        Exhibits
                                                        31Item
      14
                                                        Principal
      Accountant Fees and Services
                                                        32Signatures
                                                        
                                                        33




iv




ITEM
1.                      DESCRIPTION
OF BUSINESS.





Business
Development.





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





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





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





Today, a private company merger partner
is being sought as another potential avenue for revenue growth. However, there
is no assurance that the singles project or a merger can or will be successful
at any time.





Business of the
Company





We have one principal
product:





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





Suppliers and
Sub-Contractors





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





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





Distribution
Methods





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




1





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





Competition





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





Advertising and
Promotion





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





Dependence on Major
Customers





With only one large customer at $5,411
sales for fiscal 2007, our company will most likely discontinue all sales
operations with the loss of this customer.  Revenue for Internet
Infinity may go to zero if no merger or alternative business is
found.





Patents, Trademarks and
Licenses





We have no proprietary patents,
trademarks or licenses.





Government Approval and
Regulations


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





Research and
Development





We have no budget for research and
development.





Cost of Compliance with
Environmental Laws





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





Seasonality





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




2





Employees





We employ one part-time
person.





New Products &
Services





No new products or services are
planned.





ITEM
2.                      PROPERTY.





Our one part-time sales person does not
require any measurable office space or utilities for the sales operation, and he
operates from his home.  With the discontinuing sales of blank video
tape, no facilities will be needed.  Storage of our records and
accounting documents are provided by George Morris, public storage and Roger
Casas, our president.





ITEM
3.                      LEGAL
PROCEEDINGS.





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





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





There were no matters submitted to a
vote of the stockholders of our company during FY 2007 through the solicitation
of proxies or otherwise.





ITEM
5. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





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





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





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




3





High
                                                          
                                                          LowFY 2005
                                                          
                                                          1st
      Qtr.
                                                          
                                                          0.05
                                                          
                                                          0.032nd
      Qtr.
                                                          
                                                          0.10
                                                          
                                                          0.053rd
      Qtr.
                                                          
                                                          0.11
                                                          
                                                          0.054th
      Qtr.
                                                          
                                                          0.17
                                                          
                                                          0.05FY 2006
                                                          
                                                          1st
      Qtr.
                                                          
                                                          0.07
                                                          
                                                          0.032nd
      Qtr.
                                                          
                                                          0.03
                                                          
                                                          0.033rd
      Qtr.
                                                          
                                                          0.03
                                                          
                                                          0.0254th
      Qtr.
                                                          
                                                          0.03
                                                          
                                                          0.025FY 2007
                                                          
                                                          1st
      Qtr.
                                                          
                                                          0.026
                                                          
                                                          0.0252nd
      Qtr.
                                                          
                                                          0.025
                                                          
                                                          0.0253rd
      Qtr.
                                                          
                                                          0.025
                                                          
                                                          0.024th
      Qtr.
                                                          
                                                          0.04
                                                          
                                                          0.02




On June 19, 2007 there were 28,718,780
shares of common stock outstanding. No shares are subject to securities
convertible into such shares of stock.





Holders.  On
June 19, 2007 there were approximately 230 holders of record of our common
stock.  Some 2,308,564 shares of common stock are held in brokerage
accounts under the record name of “Cede & Co.”





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





Recent Sales of Unregistered
Securities.





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





Reports to Security
Holders.





We file reports with the Securities and
Exchange Commission.  These reports are annual 10-KSB, quarterly
10-QSB and periodic 8-K reports.  We will furnish stockholders with
annual reports containing financial statements audited by independent certified
public accountants and such other periodic reports as we may deem appropriate or
as required by law.  The public may read and copy any materials we
file with the SEC at the Public Reference Room of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549.  The public may obtain information on
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  Sooner Holdings is an electronic filer, and the SEC
maintains an Internet Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.  The address of such site is http://www.sec.gov.




4





ITEM
6.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS.





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





Results
of Operations





The following table presents, as a
percentage of sales, certain selected financial data for the two fiscal years
ended March 31, 2007 and March 31, 2006.




Years
      Ended  3-312007
                                          
                                          
                                          2006Sales
                                          
                                          
                                          100.0
                                          %
                                          
                                          
                                          100.0
                                          %Cost
      of sales
                                          
                                          
                                          80.0
                                          
                                          
                                          
                                          52.5Gross
      margin
                                          
                                          
                                          20.0
                                          
                                          
                                          
                                          47.5Selling,
      general andadministrativeexpenses
                                          
                                          
                                          (1,685.0
                                          )
                                          
                                          
                                          (253.7
                                          )Interest
      income (expense)
                                          
                                          
                                          (827.0
                                          )
                                          
                                          
                                          (103.4
                                          )Net
      income (loss) beforeincome
      taxes
                                          
                                          
                                          (2,394.0
                                          )
                                          
                                          
                                          (94.9
                                          )




Sales





Sales decreased by $36,692 from $42,103
in the fiscal year ended March 31, 2006 to $5,411 in the fiscal year ended March
31, 2007, a decrease of 87 percent.  The decrease in sales was
attributable primarily to a lack of orders from one customer.





Gross
Margin





Gross margin decreased by 95 percent in
fiscal year 2006 to $1,082 in fiscal year 2007.  The decrease in gross
margin was attributable to  lack of orders.





Selling, General and
Administrative Expense





Selling, general and administrative
expenses decreased by $15,668 from $106,819, in fiscal year 2006, to $91,151 in
fiscal year 2007.  A breakdown of the changes is:





·
            Consulting
      fees to related party decreased to $6,000 in fiscal year 2007 from $16,500
      in 2006




5




·
            Professional
      fees decreased to $34,059 in fiscal year 2007 from $39,645 in
      2006





·
            Other
      expenses increased to $20,440 in fiscal year 2007 from $20,022 in
      2006





·
            Salaries
      and related expense remained the same for fiscal year 2007 and
      2006.





Net Profit
(Loss)





We had a net loss from operations,
after a provision for income taxes, in the fiscal year ended March 31, 2006
of $40,753, or $0.00 a share of our common stock.  In the fiscal year
ended March 31, 2007 we had a net loss, after a provision for income taxes,
of $130,344, or $0.001 a share of common stock.  The loss increased
primarily due to a reduction in sales.





Balance Sheet
Items





The net loss of $130,344 for the fiscal
year ended March 31, 2007 increased the retained earnings deficit from
$1,587,169 on March 31, 2006 to $1,717,513 on March 31, 2007.  Our
cash position increased from $1,225 for the fiscal year ended March 31, 2006 to
$1,263 for the fiscal year ended March 31, 2007.  Accounts receivable
net of allowance for doubtful accounts from non affiliates remains unchanged at
$0 at the end of fiscal year 2006 and 2007, while inventory remained unchanged
at zero for the fiscal year ended March 31, 2006 and 2007.





Outlook





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





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





Internet Infinity, Inc. management
believes that it will not generate sufficient cash flow to support operations
during the twelve months ended March 31, 2008.  Although sales
and expenses could continue to decline and even if our company can generate a
net profit and positive cash flow from operations, additional funds will be
necessary for continued operation of the company.





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





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





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




6





Off-Balance
Sheet Arrangements





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





·
            an
      obligation under a guarantee
contract,


·
            a
      retained or contingent interest in assets transferred to the
      unconsolidated entity or similar arrangement that serves as credit,
      liquidity or market risk support to such entity for such
      assets,


·
            an
      obligation, including a contingent obligation, under a contract that would
      be accounted for as a derivative instrument,
or


·
            an
      obligation, including a contingent obligation, arising out of a variable
      interest in an unconsolidated entity that is held by, and material to, us
      where such entity provides financing, liquidity, market risk or credit
      risk support to, or engages in leasing, hedging, or research and
      development services with, us.





Contractual
obligations





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





Payments
      Due-by PeriodContractual
                          Obligations
                        Total
                        Less
      Than
                          1
      Year
                        1-3
      Years
                        3-5
      Years
                        More
      Than
                          5
      YearsLong-Term
      Debt Obligations
                        NoneCapital
      Lease Obligations
                        NoneOperating
      Lease Obligations
                        NoneOther
      Long-Term Liabilities Reflected on Our Balance Sheet under
      GAAP
                        $714,606
                        $714,606Total
                        $714,606
                        $714,606


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




7





ITEM
7.                      FINANCIAL
STATEMENTS.




PageReport
      of Independent Registered Public Accounting Firm
                                            9Balance
      Sheet at March 31, 2007
                                            10Statement
      of Operations for the Years Ended March 31, 2007
      and 2006
                                            11Statement
      of Stockholders’ Deficit for the Years Ended March 31, 2007
      and 2006
                                            12Statement
      of Cash Flows for the Years Ended March 31, 2007
      and 2006
                                            13Notes
      to Financial Statements
                                            14
  8




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Stockholders and Board of Directors
 Internet
Infinity, Inc
 
 We have
audited the accompanying balance sheet of Internet Infinity, Inc., a Nevada
Corporation (“the Company”) as of March 31, 2007 and the related statements of
operations, stockholders’ deficit and cash flows for the years ended March 31,
2007 and 2006. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Internet Infinity, Inc. as of March
31, 2007 and the results of its operations and its cash flows for the years
ended March 31, 2007 and 2006 in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company’s significant operating losses and
insufficient capital raise substantial doubt about its ability to continue as a
going concern.  Management’s plans regarding those matters also are
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/
      Kabani & Company,
      Inc.KABANI
      & COMPANY, INC.
                                CERTIFIED
      PUBLIC ACCOUNATNTS
                                
                                Los
      Angeles, California
                                June
      14, 2007
 9


INTERNET
INFINITY, INC.
 BALANCE
SHEET MARCH
31, 2007
  ASSETS


CURRENT
      ASSETSCash
      & cash equivalents
                                                          $
                                                          1,263Total
      assets
                                                          
                                                          1,263LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable & accrued expenses
                                                          
                                                          143,418Note
      payable
                                                          
                                                          27,000Note
      payable - related parties
                                                          
                                                          290,003Due
      to officer
                                                          
                                                          170,939Due
      to related party
                                                          
                                                          83,247Total
      current liabilities
                                                          
                                                          714,606STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value; 30,000,000 sharesauthorized,
      none outstanding
                                                          
                                                          -Common
      stock, $.001 par value; 100,000,000 sharesauthorized,
      28,718,780 outstanding
                                                          
                                                          28,719Additional
      paid in capital
                                                          
                                                          975,451Accumulated
      deficit
                                                          
                                                          (1,717,513)Total
      stockholders' deficit
                                                          
                                                          (713,343)Total
      liabilities and stockholders' deficit
                                                          $
                                                          1,263




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




10


INTERNET
INFINITY, INC.
 ST ATEMENTS
OF OPERATIONS
 FOR
THE YEARS ENDED MARCH 31, 2007 AND 2006


2007
                                        
                                        
                                        2006Net
      revenues
                                        
                                        $
                                        5,411
                                        
                                        
                                        $
                                        42,103Cost
      of sales
                                        
                                        
                                        4,329
                                        
                                        
                                        
                                        22,120Gross
      profit
                                        
                                        
                                        1,082
                                        
                                        
                                        
                                        19,983Operating
      expensesProfessional
      fees
                                        
                                        
                                        34,059
                                        
                                        
                                        
                                        39,645Salaries
      and related expenses
                                        
                                        
                                        30,651
                                        
                                        
                                        
                                        30,651Consulting
      fees to related party
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        16,500Other
                                        
                                        
                                        20,440
                                        
                                        
                                        
                                        20,022Total
      operating expenses
                                        
                                        
                                        91,151
                                        
                                        
                                        
                                        106,819Loss
      from operations
                                        
                                        
                                        (90,069
                                        )
                                        
                                        
                                        (86,836
                                        )Non-operating
      income (expense):Interest
      expense
                                        
                                        
                                        (44,749
                                        )
                                        
                                        
                                        (43,544
                                        )Gain
      on settlement of debts
                                        
                                        
                                        5,274
                                        
                                        
                                        
                                        90,426Total
      other income (expense)
                                        
                                        
                                        (39,475
                                        )
                                        
                                        
                                        46,882Loss
      before income taxes
                                        
                                        
                                        (129,544
                                        )
                                        
                                        
                                        (39,953
                                        )Provision
      for income taxes
                                        
                                        
                                        800
                                        
                                        
                                        
                                        800Net
      loss
                                        
                                        $
                                        (130,344
                                        )
                                        
                                        $
                                        (40,753
                                        )Basic
      & diluted weighted average number ofcommon
      stock outstanding
                                        
                                        
                                        21,239,328
                                        
                                        
                                        
                                        18,718,780Basic
      & diluted net loss per share
                                        
                                        $
                                        (0.01
                                        )
                                        
                                        $
                                        (0.00
                                        )Weighted
      average number of shares used to compute basis and diluted loss per share
      is the samesince
      the effect of dilutive securities is anti-dilutive




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




11


INTERNET
INFINITY, INC.
 STATEMENTS
OF STOCKHOLDERS' DEFICIT FOR
THE YEARS ENDED MARCH 31, 2007 AND 2006


Common
      stock
                                
                                
                                
                                
                                
                                
                                
                                
                                TotalNumber
      of
                                
                                
                                
                                
                                
                                Additional
                                
                                
                                Accumulated
                                
                                
                                stockholders'shares
                                
                                
                                Amount
                                
                                
                                paid
      in capital
                                
                                
                                deficit
                                
                                
                                deficitBalance
      as of March 31, 2005
                                
                                
                                18,718,780
                                
                                
                                $
                                18,719
                                
                                
                                $
                                735,451
                                
                                
                                $
                                (1,546,416
                                )
                                
                                $
                                (792,246
                                )Net
      loss for the year
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (40,753
                                )
                                
                                
                                (40,753
                                )Balance
      as of March 31, 2006
                                
                                
                                18,718,780
                                
                                
                                
                                18,719
                                
                                
                                
                                735,451
                                
                                
                                
                                (1,587,169
                                )
                                
                                
                                (832,999
                                )Shares
      issued part for debt settlement and part for cash
                                
                                
                                10,000,000
                                
                                
                                
                                10,000
                                
                                
                                
                                240,000
                                
                                
                                
                                -
                                
                                
                                
                                250,000Net
      loss for the year
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (130,344
                                )
                                
                                
                                (130,344
                                )Balance
      as of March 31, 2007
                                
                                
                                28,718,780
                                
                                
                                $
                                28,719
                                
                                
                                $
                                975,451
                                
                                
                                $
                                (1,717,513
                                )
                                
                                $
                                (713,343
                                )




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




12




INTERNET INFINITY, INC.


STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED MARCH 31, 2007
AND 2006




2007
                                        
                                        
                                        2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                        
                                        $
                                        (130,344
                                        )
                                        
                                        $
                                        (40,753
                                        )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Related
      party note payable issued for consulting fees and office
      expense
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7,800Increase
      in accounts payable and accrued expenses
                                        
                                        
                                        21,443
                                        
                                        
                                        
                                        21,323Increase/
      (decrease) in due to related company
                                        
                                        
                                        56,720
                                        
                                        
                                        
                                        (71,786
                                        )Net
      cash used in operating activities
                                        
                                        
                                        (52,182
                                        )
                                        
                                        
                                        (83,416
                                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase
      (decrease) in due to officer
                                        
                                        
                                        19,420
                                        
                                        
                                        
                                        84,241Proceeds
      from shares issued
                                        
                                        
                                        28,000
                                        
                                        
                                        
                                        -Proceeds
      from notes payable - related party
                                        
                                        
                                        4,800
                                        
                                        
                                        
                                        -Net
      cash provided by financing activities
                                        
                                        
                                        52,220
                                        
                                        
                                        
                                        84,241NET
      INCREASE IN CASH & CASH EQUIVALENTS
                                        
                                        
                                        38
                                        
                                        
                                        
                                        826CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                                        
                                        
                                        1,225
                                        
                                        
                                        
                                        399CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                                        
                                        $
                                        1,263
                                        
                                        
                                        $
                                        1,225SUPPLEMENTARY
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid during the year
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        36,000Taxes
      paid during the year
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -SUPPLEMENTARY
      DISCLOSURES OF NON -CASH FLOW INFORMATION:Stock
      issued for debt settlement
                                        
                                        $
                                        222,000
                                        
                                        
                                        $
                                        -
  The accompanying footnotes are an
integral part of these financial statements.
  13




INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS




NOTE
1                     ORGANIZATION
 
 Internet
Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
on October 27, 1995.  III is in the business of distribution of
electronic media duplication services and electronic blank media.  The
Company was re-incorporated in Nevada on December 17, 2004.
 
 NOTE
2                    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Cash
and cash equivalents
 
 The
Company considers all liquid investments with a maturity of three months or less
from the date of purchase that are readily convertible into cash to be cash
equivalents.
 
 Accounts
Receivable
 
 The
Company maintains reserves for potential credit losses on accounts
receivable.  Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves.  Reserves are recorded
primarily on a specific identification basis. Accounts receivable and allowance
for doubtful debts amounted to $0 as at March 31, 2007.
 
 Property
and Equipment
 
 Capital
assets are stated at cost. Equipment consisting of computers is carried at cost.
Depreciation of equipment is provided using the straight-line method over the
estimated useful lives of the assets. Expenditures for maintenance and repairs
are charged to expense as incurred. The Company did not have any property and
equipment at March 31, 2007.
  14
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
  Long-lived
assets
  Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.  144,  "Accounting  for  the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses
financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be  Disposed Of," and the accounting and reporting
provisions of APB Opinion No.
30,  "Reporting  the  Results  of  Operations  for  a
Disposal of a Segment of a Business."  The Company periodically
evaluates the carrying value of long-lived assets to be held and used in
accordance with SFAS 144.  SFAS 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts.  In
that  event,  a  loss  is  recognized  based
on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss
on long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.
  Accounts
payable and accrued expenses
  Accounts
payable and accrued expenses consist of the following at March 31,
2007:
  Accounts
      payable
                                            
                                            $
                                            20,625Accrued
      taxes
                                            
                                            
                                            3,200Accrued
      interest
                                            
                                            
                                            104,593Accrued
      accounting
                                            
                                            
                                            15,000$
                                            142,418
  
 Income
taxes
  The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
  The
Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes." Deferred taxes are provided on the liability method whereby
deferred tax assets are recognized for deductible temporary differences, and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment. For the years ended March 31, 2007
and 2006, such differences were insignificant.
  15
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Stock-based
compensation
 
 The
Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
No. 123R”), under the modified-prospective transition method on
January 1, 2006. SFAS No. 123R requires companies to measure and
recognize the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value. Share-based compensation
recognized under the modified-prospective transition method of SFAS
No. 123R includes share-based compensation based on the grant-date fair
value determined in accordance with the original provisions of SFAS
No. 123, Accounting for Stock-Based Compensation, for all share-based
payments granted prior to and not yet vested as of January 1, 2006 and
share-based compensation based on the grant-date fair-value determined in
accordance with SFAS No. 123R for all share-based payments granted after
January 1, 2006. SFAS No. 123R eliminates the ability to account for
the award of these instruments under the intrinsic value method prescribed by
Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock
Issued to Employees, and allowed under the original provisions of SFAS
No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted
for our stock option plans using the intrinsic value method in accordance with
the provisions of APB Opinion No. 25 and related interpretations. The
company did not have any options or warrants outstanding as at March 2007 and
2006.
 
 Fair
value of financial instruments
 
 Statement
of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair values
of financial instruments. The carrying amounts reported in the statements of
financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.
 
 Basic
and Diluted Earnings Per Share
 
 Earnings per share is calculated
in accordance with the Statement of financial accounting standards No. 128 (SFAS
No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles
Board Opinion No.15 (APB 15). Net loss per share for all periods presented has
been restated to reflect the adoption of SFAS No. 128. Basic net loss per share
is based upon the weighted average number of common shares outstanding. Diluted
net loss per share is based on the assumption that all dilutive convertible
shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
  16
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Revenue
Recognition
 
 The
Company's revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectibility is reasonably assured.
 
 Issuance
of shares for service
 
 The
Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable.
 
 Segment
Reporting
 
 Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131 has no effect on the Company’s financial statements as substantially all of
the Company's operations are conducted in one industry segment.
 
 Reclassifications
 
 Certain
comparative amounts have been reclassified to conform with the current year's
presentation.
 
 Recent
Pronouncements
 
 In
February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAS No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities".  SFAS No. 155, permits fair value remeasurement for any
hybrid financial instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies which interest-only strips and
principal-only strips are not subject to the requirements of SFAS No. 133,
establishes a requirement to evaluate interest in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition
on the qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument.  This statement is effective for all financial
instruments acquired or issued after the beginning of the Company's first fiscal
year that begins after September 15, 2006.  The management is currently
evaluating the effect of this pronouncement on financial
statements.
  17
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 In March
2006 FASB issued SFAS 156, “Accounting for Servicing of Financial
Assets.”  This Statement amends FASB Statement No. 140, “Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,”with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:
 
 1.
              Requires
      an entity to recognize a servicing asset or servicing liability each time
      it undertakes an obligation to service a financial asset by entering into
      a servicing contract.
 2.
              Requires
      all separately recognized servicing assets and servicing liabilities to be
      initially measured at fair value, if
  practicable.
 3.
              Permits
      an entity to choose ‘Amortization method’ or ‘Fair value measurement
      method’ for each class of separately recognized servicing assets and
      servicing liabilities.
 4.
              At
      its initial adoption, permits a one-time reclassification of
      available-for-sale securities to trading securities by entities with
      recognized servicing rights, without calling into question the treatment
      of other available-for-sale securities under Statement 115, provided that
      the available-for-sale securities are identified in some manner as
      offsetting the entity’s exposure to changes in fair value of servicing
      assets or servicing liabilities that a servicer elects to subsequently
      measure at fair value.
 5.
              Requires
      separate presentation of servicing assets and servicing liabilities
      subsequently measured at fair value in the Balance Sheet and additional
      disclosures for all separately recognized servicing assets and servicing
      liabilities.
 
 This
Statement is effective as of the beginning of the Company’s first fiscal year
that begins after September 15, 2006. The management is currently evaluating
the effect of this pronouncement on financial statements.
 
 In
September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management is currently
evaluating the effect of this pronouncement on financial
statements.
  18
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 In
September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This Statement also improves financial reporting by requiring an
employer to measure the funded status of a plan as of the date of its year-end
statement of financial position, with limited exceptions. An employer with
publicly traded equity securities is required to initially recognize the funded
status of a defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after December 15, 2006. An
employer without publicly traded equity securities is required to recognize the
funded status of a defined benefit postretirement plan and to provide the
required disclosures as of the end of the fiscal year ending after June 15,
2007. However, an employer without publicly traded equity securities is required
to disclose the following information in the notes to financial statements for a
fiscal year ending after December 15, 2006, but before June 16, 2007, unless it
has applied the recognition provisions of this Statement in preparing those
financial statements:
  a.
              A
      brief description of the provisions of this
  Statement
  b.
              The
      date that adoption is required
  c.
              The
      date the employer plans to adopt the recognition provisions of this
      Statement, if earlier.
  The
requirement to measure plan assets and benefit obligations as of the date of the
employer’s fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. The management is currently
evaluating the effect of this pronouncement on financial
statements.
 
 In
February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new Statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements.
 
 The new
Statement allows entities to choose, at specified election dates, to measure
eligible financial assets and liabilities at fair value that are not otherwise
required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item's fair value in subsequent reporting
periods must be recognized in current earnings. FAS 159 also establishes
presentation and disclosure requirements designed to draw comparison between
entities that elect different measurement attributes for similar assets and
liabilities. The management is currently evaluating the effect of this
pronouncement on financial statements.
  19
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 NOTE
3 UNCERTAINTY
OF ABILITY TO CONTINUE AS A GOING CONCERN
 
 The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has incurred significant losses and
has an accumulated deficit of $1,717,513 at March 31, 2007.  The
Company incurred net losses of $130,344 and $40,753  for the years
ended March 31, 2007 and 2006, respectively.
 
 In view
of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheets is dependent
upon continued operations of the Company, which in turn is dependent upon the
Company’s ability to raise additional capital, obtain financing and to succeed
in its future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
 
 Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern.  The Company is actively
pursuing additional funding and potential merger or acquisition candidates and
strategic partners, which would enhance stockholders’ investment. Management
believes that the above actions will allow the Company to continue operations
through the next fiscal year.
 
 NOTE
4                     NOTES
PAYABLE
 
 Five
      notes payable with various unrelated individuals.  The notes are
      due upon 90 days written notice from the individuals.  The notes
      are unsecured, with interest ranging from 6% to 12% payable
      quarterly.  The notes have been outstanding since
      1990.  Interest expense for the year ended March 31, 2007 and
      2006 was $2,640 and $2,640.
                      
                      
                      $
                      27,000
 
 NOTE
5                     RELATED
ENTITIES TRANSACTIONS
 
 George
Morris is the chairman of the Board of directors of the Company.  As
of March 31, 2007, Mr. Morris’ beneficial ownership percentages of related
companies’ common stock is as follows:
 
 Internet
      Infinity, Inc. (The Company)
                      
                      
                      85.06
                      %Morris
      & Associates, Inc.
                      
                      
                      71.30
                      %Electronic
      Media Central, Corp.
                      
                      
                      82.87
                      %Apple
      Realty, Inc.
                      
                      
                      100.00
                      %L&M
      Media, Inc.
                      
                      
                      100.00
                      %
 
 20
  INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 The
Company has notes payable to related parties on March 31, 2007 as
follows:
 
 Notes
      Payable to:Anna
      Moras (mother of the chairman of the Company), with interest at 6% per
      annum, due upon 90 days written notice.  Interest expense for
      the years ended March 31, 2007  and 2006 on this note are $1,718
      and $1,618, respectively.
                              
                              $
                              14,652Apple
      Realty, Inc. (related through common ownership), secured by assets of III,
      past due and payable upon demand.  Interest shall accrue at 6%
      per annum. This note is in connection with consulting fees and office
      expenses owed.  Interest expense on this note for the years
      ended March 31, 2007 and 2006 are $18,337 and $16,938,
      respectively.
                              
                              
                              239,596L&M
      Media, Inc. (related through common officer) – Accounts payable for
      purchases, converted in to a Note the three month period ended June 30,
      2004. The Note is due on demand, unsecured and interest shall accrue at 6%
      per annum. Interest expense on this note for the years ended March 31,
      2007 and 2006 are $2,585 and $2,435, respectively.
                              
                              
                              35,755Total
      notes payable – related parties
                              
                              $
                              290,003
 The
Company has a payable to officer of $170,939 as of March 31, 2007 as per
follows:
 
 Unsecured
      miscellaneous payable upon demand to George Morris, with interest at 6%
      per annum, with monthly installments of $3,000 beginning June 30,
      2000.  George Morris is the chairman of the Company. The Company
      has not made any principle payments to George Morris and is in default of
      this note.
                                      Current
                                      $
                                      92,473
  21
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Interest
      payable - Officer
                                      Current
                                      $
                                      15,032Note
      payable – Officer
                                        Unsecured
      note payable upon demand to George Morris, with interest at 6% per annum.
      The Company has not made any principle payments to George Morris and is in
      default of this note.
                                      Current
                                      
                                      63,433$
                                      170,939
 
 Interest
charged to expenses for the years ended March 31, 2007 and 2006, on the above
note were $19,470 and $16,301, respectively.
 
 On
December 29, 2006, the company issued 10,000,000 shares to L&M Media, Inc.,
in exchange of cash of $28,000 and $222,000 owed to George Morris, chairman of
the board of directors, chief financial officer, and controlling shareholder of
the Company.
 
 The
Company settled a balance due to a party related through common shareholder and
officer of the Company amounting $90,426 and recognized a gain from settlement
for the same amount during the year ended March 31, 2006.
 
 The
Company utilizes office space, telephone and utilities provided by Apple Realty,
Inc. at estimated fair market values, as follows:
 
 Monthly
                      
                      
                      AnnuallyRent
                      
                      $
                      100
                      
                      
                      $
                      1,200Telephone
                      
                      
                      100
                      
                      
                      
                      1,200Utilities
                      
                      
                      100
                      
                      
                      
                      1,200Office
      Expense
                      
                      
                      100
                      
                      
                      
                      1,200$
                      400
                      
                      
                      $
                      4,800
 
 The
Company has a month-to-month agreements with Apple Realty, Inc. for a total
monthly fee of $400 for the above expenses.
 
 The
Company paid $6,000 consulting fees to parties related through common
shareholder and officer of the Company.
 
 NOTE
6                     CONCENTRATIONS
OF CREDIT RISK
 
 For the
fiscal year ended March 31, 2007 and March 31, 2006, the Company had one vendor,
a party related through common officer and shareholder, who represented 100% of
total purchases. Accounts payable balance outstanding as of March 31, 2007 for
this supplier was $0.
  22
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 NOTE
7                     INCOME
TAXES
 
 No
provision was made for federal income tax for the year ended March 31, 2007 and
2006, since the Company had significant net operating loss. The net operating
loss carryforwards may be used to reduce taxable income through the year 2026.
The availability of the Company’s net operating loss carryforwards are subject
to limitation if there is a 50% or more positive change in the ownership of the
Company’s stock. The provision for income taxes consists of the state minimum
tax imposed on corporations.
 
 The net
operating loss carryforward for federal and state income tax purposes of
approximately $1,135,530 as of March 31, 2007.
 
 The
Company has recorded a 100% valuation allowance for the deferred tax asset due
to the uncertainty of its realization.
 
 The
components of the net deferred tax asset are summarized below:
 
 Deferred
      tax asset – net operating loss
                        
                        $
                        454,185Less
      valuation allowance
                        
                        
                        (454,185)Net
      deferred tax asset
                        
                        $
                        -
 
 The
following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Statement of
Operations:
 
 March
      31,2007
                      
                      
                      2006Tax
      expense (credit) at statutory rate-federal
                      
                      
                      (34
                      )%
                      
                      
                      (34
                      )%State
      tax expense net of federal tax
                      
                      
                      (6
                      )
                      
                      
                      (6
                      )Changes
      in valuation allowance
                      
                      
                      40
                      
                      
                      
                      40Tax
      expense at actual rate
                      
                      
                      -
                      
                      
                      
                      -
  23
 INTERNET
INFINITY, INC.
 NOTES
TO FINANCIAL STATEMENTS
 Income
tax expense consisted of the following:
 
 2007
                      
                      
                      2006Current
      tax expense:Federal
                      
                      $
                      -
                      
                      
                      $
                      -State
                      
                      
                      800
                      
                      
                      
                      800Total
      current
                      
                      $
                      800
                      
                      
                      $
                      800Deferred
      tax credit:Federal
                      
                      $
                      44,317
                      
                      
                      $
                      13,856State
                      
                      
                      7,821
                      
                      
                      
                      2,445Total
      deferred
                      
                      $
                      52,138
                      
                      
                      $
                      16,301Less:
      valuation allowance
                      
                      
                      (52,138
                      )
                      
                      
                      (16,301
                      )Net
      deferred tax credit
                      
                      
                      -
                      
                      
                      
                      -Tax
      expense
                      
                      $
                      800
                      
                      
                      $
                      800
 
 NOTE
8                     STOCK
OPTIONS
 
 The
Company’s 1996 stock option plan provides that incentive stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price of
up to 110% of market price at the date of grant.  Generally, options
are exercisable one or two years from the date of grant and expire three to ten
years from the date of grant.
 
 For the
years ended March 31, 2007, and 2006, the Company granted no
options.


24


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





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





ITEM
8A.                  CONTROLS
AND PROCEDURES.





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





Internal control over financial
reporting.





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





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





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




25





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





ITEM
      8B.
            OTHER
      INFORMATION.





There is no information that was
required to be disclosed on Form 8-K during the fourth quarter of FY 2007 that
was not reported.





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, 2007, the directors' terms of office and the period each director
has served are set forth in the following table:




Person
                    Positions and Officers
                    Since
                    ExpiresGeorge
      Morris, 68
                    Chairman
      of the Board of Directors -
                      Vice
      President Marketing and
                      Chief
      Financial Officer
                    1996
                    2008Roger
      Casas, 58
                    Director
                      CEO/President
                    1999
                      2004
                    2008Shirlene
      Bradshaw, 67
                    Director,
                      Business
      Manager
                    1999
                    2008


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




26





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





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





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





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




Name
                  No. of Late Reports
                  No.
      of Transactions
                    Not Timely Reported
                  No.
      of Failuresto
      File
                    aRequired ReportNone
                  0
                  0
                  0





27




Audit
Committee and Audit Committee Financial Expert





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





Code
of Ethics





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





ITEM
10.                   EXECUTIVE
COMPENSATION.





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





SUMMARY COMPENSATION
TABLE





Name
      and Principal Position
                                    Year
                                    Salary
                                    Bonus
                                    Common
                                      Stock
                                      Awards
                                    TotalGeorge
      Morris, Chairman, VP and CFO
                                    FY
      2007
                                    0
                                    0
                                    0
                                    0FY
      2006
                                    0
                                    0
                                    0
                                    0





OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END





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





Option
      Awards
                                      Stock
      AwardsName
                                      Number
      of
                                        Securities
                                        Underlying
                                        Unexercised
                                        Options
      (#)
                                        Exercisable
                                      Number
      of
                                        Securities
                                        Underlying
                                        Unexercised
                                        Options
      (#)
                                        Unexercisable
                                      Equity
                                        Incentive
                                        Plan
                                        Awards:
                                        Number
      of
                                        Securities
                                        Underlying
                                        Unexercised
                                        Unearned
                                        Options
      (#)
                                      Option
                                        Exercise
                                        Price
                                        ($)
                                      Option
                                        Expiration
                                        Date
                                      Number
                                        of
      Shares
                                        or
      Units
                                        of
      Stock
                                        That
                                        Have
      Not
                                        Vested
      (#)
                                      Market
                                        Value
      of
                                        Shares
      or
                                        Units
      of
                                        Stock
                                        That
                                        Have
      Not
                                        Vested
      ($)
                                      Equity
                                        Incentive
                                        Plan
                                        Awards:
                                        Number
                                        of
                                        Unearned
                                        Shares,
                                        Units
      or
                                        Other
                                        Rights
                                        That
                                        Have
      Not
                                        Vested
      (#)
                                      Equity
                                        Incentive
                                        Plan
                                        Awards:
                                        Market
      or
                                        Payout
                                        Value
      of
                                        Unearned
                                        Shares,
                                        Units
      or
                                        Other
                                        Rights
                                        That
                                        Have
      Not
                                        Vested
      ($)Morris
                                      0
                                      0
                                      0
                                      0
                                      0
                                      0
                                      0
                                      0
                                      0
  28





Compensation of
Directors





The directors of Internet Infinity
received the following compensation in FY 2007 for their services as
directors.





DIRECTOR
COMPENSATION





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





Stock
Options.





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





Employment
Contracts.





We have no employment
contracts.





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





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





The table below sets forth, as of June
19, 2007 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.




29




Name and Address
                                                                        Number
                                                                          of Shares
                                                                        Percent
      of
                                                                            OutstandingSharesApple
      Realty, Inc. and
                                                                        3,034,482
                                                                        10.6Hollywood Riviera
      Studios (1)413
      Avenue G, #1Redondo
      Beach, CA 90277George
      Morris, Chairman/CFO
                                                                        24,429,196(2)
                                                                        85.1413
      Avenue G, #1Redondo
      Beach, CA 90277L&M
      Media, Inc. (1)
                                                                        14,535,714
                                                                        50.6413
      Ave G #1Redondo
      Beach, CA 90277Roger
      Casas, CEO/President
                                                                        32,000
                                                                        (3)108
      E. 228th
      StCarson,
      CA 90745Shirlene
      Bradshaw, Director
                                                                        30,500
                                                                        (3)1900
      W. Artesia #38Gardena,
      CA 90745Officers
      and Directorsas
      a group (3 persons)
                                                                        24,491,696
                                                                        85.1





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





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





(3)
            Less
      than 1 percent.





Changes in
Control





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





ITEM
12.                  
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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


George
Morris





a.
            He
      owns 100 percent of Apple Realty, Inc.,HollywoodRiviera


Studios and L&M
      Media, Inc. that collectively own 61.2%
  of


Internet
      Infinity, Inc.





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





30




Summary ofGeorge Morris’
Interest




Economic Interest
                                    
                                    
                                    
                                    
                                    Beneficial Interest1.00
                                    x
                                    .612
                                    =
                                    .612
                                    
                                    .6121.00
                                    x
                                    .239
                                    =
                                    .239
                                    
                                    .239.851
                                    
                                    .851




ITEM
13. EXHIBITS.





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




ExhibitNumber
                                                        
                                                        Description of Exhibit2
                                                        -
                                                        Certificate
      of Ownership and Merger of Morris & Associates, Inc., a
      California corporation, into Internet Infinity, Inc., a Delaware
      corporation*3
                                                        -
                                                        Articles
      of Incorporation of Internet Infinity, Inc.*3.1
                                                        -
                                                        Amended
      Certificate of Incorporation of Internet Infinity,
    Inc.*3.2
                                                        -
                                                        Bylaws
      of Internet Infinity, Inc.*3.4
                                                        -
                                                        Certificate
      of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
      Nevada corporation++10.1
                                                        -
                                                        Master
      License and non-exclusive Distribution Agreement between Internet
      Infinity, Inc. and Lord & Morris Productions,
    Inc.*10.2
                                                        -
                                                        Master
      License and Exclusive Distribution Agreement between L&M Media, Inc.
      and Internet Infinity, Inc.*10.3
                                                        -
                                                        Master
      License and Exclusive Distribution Agreement between
      Hollywood Riviera Studios and Internet Infinity,
  Inc.*10.4
                                                        -
                                                        Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**14
                                                        -
                                                        Code
      of Ethics for CEO and Senior Financial Officers+31
                                                        -
                                                        Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.1
                                                        -
                                                        Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
                                                        -
                                                        Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.1
                                                        -
                                                        Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


*Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated
herein.
 **Previously
filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No.
0-27633 incorporated herein.
 +Previously
filed with Form 10-KSB; Commission File No. 0-27633 incorporated
herein.
  ++Previously
filed with Form 8-K; Commission File No. 0-27633 incorporated
herein.
  31





ITEM
14.                   PRINCIPAL
ACCOUNTANT FEES AND SERVICES.





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





Fiscal
Year ended March 31,
2007                                                                                     $24,000


Fiscal
Year ended March 31,
2006                                                                                     $24,000





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





Fiscal Year ended March 31,
2007                                                                                     $-0-


Fiscal Year ended March 31,
2006                                                                                     $-0-





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





Fiscal Year ended March 31,
2007                                                                                     $-0-


Fiscal Year ended March 31,
2006                                                                                     $-0-





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





Fiscal Year ended March 31,
2007                                                                                     $-0-


Fiscal Year ended March 31,
2006                                                                                     $-0-





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




32




SIGNATURES





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




INTERNET
      INFINITY, INC.DATED:  July
      7, 2009
                    By:
                    /s/ George MorrisGeorge
      Morris, Chief Executive Officer




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




DATED:  July
      7, 2009
                          By:
                          /s/ George MorrisGeorge
      Morris, Chief Executive Officer
  DATED:  July
      7, 2009
                          By:
                          /s/ George MorrisGeorge
      Morris, Chief Financial Officer,
                            President
      and Director
  DATED:  July
      7, 2009
                          By:
                          /s/ Shirlene
    BradshawShirlene
      Bradshaw, Director
  33




INTERNET
INFINITY, INC.





COMMISSION
FILE NO. 0-27633








INDEX
TO EXHIBITS





AMENDMENT
NO. 2 TO FORM 10-KSB


FOR
THE YEAR ENDED MARCH 31, 2007







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


ExhibitNumber
                                                          
                                                          Description of Exhibit2
                                                          -
                                                          Certificate
      of Ownership and Merger of Morris & Associates, Inc., a
      California corporation, into Internet Infinity, Inc., a Delaware
      corporation*3
                                                          -
                                                          Articles
      of Incorporation of Internet Infinity, Inc.*3.1
                                                          -
                                                          Amended
      Certificate of Incorporation of Internet Infinity,
    Inc.*3.2
                                                          -
                                                          Bylaws
      of Internet Infinity, Inc.*3.4
                                                          -
                                                          Certificate
      of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
      Nevada corporation++10.1
                                                          -
                                                          Master
      License and non-exclusive Distribution Agreement between Internet
      Infinity, Inc. and Lord & Morris Productions,
    Inc.*10.2
                                                          -
                                                          Master
      License and Exclusive Distribution Agreement between L&M Media, Inc.
      and Internet Infinity, Inc.*10.3
                                                          -
                                                          Master
      License and Exclusive Distribution Agreement between
      Hollywood Riviera Studios and Internet Infinity,
  Inc.*10.4
                                                          -
                                                          Fulfillment
      Supply Agreement between Internet Infinity, Inc. and Ingram Book
      Company**14
                                                          -
                                                          Code
      of Ethics for CEO and Senior Financial Officers+31
                                                          -
                                                          Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.1
                                                          -
                                                          Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
                                                          -
                                                          Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.1
                                                          -
                                                          Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
 *Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated
herein.
 **Previously
filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No.
0-27633 incorporated herein.
 +Previously
filed with Form 10-KSB; Commission File No. 0-27633 incorporated
herein.
  ++Previously
filed with Form 8-K; Commission File No. 0-27633 incorporated
herein.