FULLER,
TUBB, POMEROY & STOKES
 A
PROFESSIONAL CORPORATION
 ATTORNEYS
AT LAW
 201
ROBERT S. KERR AVENUE, SUITE 1000
 OKLAHOMA
CITY, OK 73102
 G. M.
FULLER (1920-1999) TELEPHONE
405-235-2575
 JERRY
TUBB FACSIMILE
405-232-8384
 DAVID
POMEROY
 TERRY
STOKES
 _____
 
 OF
COUNSEL:          THOMAS J. KENAN E-MAIL:
 MICHAEL
A. BICKFORD         kenan@ftpslaw.com
 THOMAS J.
KENAN
 ROLAND
TAGUE
 DAN M.
PETERS
  April 27,
2005
 
 
 George F.
Ohsiek, Jr., Branch Chief
 Securities
and Exchange Commission
 Division
of Corporation Finance
 450 Fifth
Street, N.W., Mail Stop 03-08
 Washington,
DC 20549
 
 ATTENTION
DAVID DIGIACOMO
 
 Re:  Internet
Infinity, Inc.
 Form 10-KSB for the fiscal year ended March 31, 2004
 File Date: July 14, 2004
 
 Form 10-KSB for the fiscal year ended March 31, 2004
 Forms 10-QSB for the quarterly periods ended June 30, September 30, and
 December 31, 2004
 
 Dear Mr.
Ohsiek:
 
 With
regard to your comment letter of March 9, 2005 with reference to the above
filings of our client, Internet Infinity, Inc., as counsel to Internet Infinity,
Inc. we make the following response to each numbered comment in your
letter:
 **Form
10-KSB for the year ended March 31, 2004**
 
 General
 
 1.
    I
      attach a chart showing the beneficial ownership of common stock of
      Internet Infinity, Inc., Electronic Media Central Corporation and Morris
      & Associates, Inc. I believe it is clear from the chart that one
      person, George Morris, is the beneficial owner of the following number of
      shares of common stock and of the percentage of all shares of common stock
      of Internet Infinity, Inc., Electronic Media Central Corporation and
      Morris & Associates, Inc.:
 
 George F. Ohsiek, Jr., Branch Chief
 May 2, 2005
 Page 2
 **Internet
      Infinity,**
      **Inc.**
    **Electronic
      Media**
      **Central
      Corporation**
    **Morris
      & Associates,**
      **Inc.**Number
      of Shares
    14,429,196
    775,999
    856,482Percent
      of all Shares
    77.08%
    77.60%
    85.65%
 
 As
      shown on the attached chart, some of Mr. Morris’ beneficially owned shares
      are through his ownership of all the outstanding capital shares of two
      affiliated companies, L & M Media and Apple Realty,
    Inc.
 
 The
      above ownership is identical as of March 31, 2004 and subsequent to
      December 31, 2004. The merger referred to in Note 10 of the financial
      statements for the quarterly period ended December 31, 2004 was
      consummated on March 14, 2005, as reported on Internet Infinity’s Form 8-K
      for March 14, 2005. There was no change in Mr. Morris’ beneficial
      ownership of shares of common stock of Internet Infinity caused by the
      merger. The merger was solely a change in domicile from Delaware to
      Nevada.
 
 With
regard to your comment regarding the appropriateness of the presentation of *combined* financial statements of Internet Infinity, Morris & Associates and
Electronic Media instead of *consolidated* financial statements of Internet Infinity, our auditor advises us as follows:
 
 ARB No.
51, Paragraph 22, states: “There are circumstances, however, where combined
financial statements (as distinguished from consolidated statements) of commonly
controlled companies are likely to be more meaningful than their separate
statements.” That paragraph indicates that it might be more meaningful to use
combined financial statements for (a) two or more companies that are related in
their operations and are controlled by the same individual, (b) a group of
unconsolidated subsidiaries, or (c) companies under common
management.
 
 The
financial statements of Internet Infinity, Electronic Media and Morris &
Associates are combined because each company is owned beneficially by identical
stockholders. All significant inter-company accounts and transactions have been
eliminated in the combination.
 
 Internet
Infinity does not own shares in either Electronic Media or Morris &
Associates. However, a group of common shareholders controls all three
companies. Based upon the above facts, it appears that criteria for
consolidation per either SFAS 94 or FIN 46 do not apply.
 George F. Ohsiek, Jr., Branch Chief
 May 2, 2005
 Page 3
 2.
    The
      revenues for the years ended March 31, 2003 and March 31, 2004 and all
      subsequent interim periods were revenues of Electronic Media Central
      Corporation and Morris & Associates, Inc. These revenues as well as
      balance sheets for such two corporations are contained within the notes to
      the financial statements for all such filings as follows: Notes 14 and 15
      of the two Forms 10-KSB; Notes 6 and 7 for the Forms 10-QSB for the
      interim periods ended 06-30-03, 09-30-03 and 12-31-03; and Note 4 for the
      interim periods ended 06-30-04, 09-30-04 and
12-31-04.
 
 3.
    We
      have amended the Form 10-KSB for the fiscal year ended March 31, 2004 to
      include the auditor’s report for the fiscal year ended March 31, 2003,
      which is in addition to the auditor’s report for the fiscal year ended
      March 31, 2004.
 
 4.
    The
      registrant understands, after reviewing the responses to your comments,
      that the staff may have further comments related to the matters above as
      well as additional comments on other sections of its
    filings.
 
 Please
fell free to contact the undersigned by mail, by fax at 405-232-8384 or by
telephone at 405-235-2575.
 
 Sincerely,
 
 
 */s/
Thomas J. Kenan*
 
 Thomas J.
Kenan
 
 Attachment
 
 cc:  George
Morris, President
 Hamid Kabani, C.P.A.
 Lawrence Becker, C.P.A.
 
 George F. Ohsiek, Jr., Branch Chief
 May 2, 2005
 Page 4
 
 **SHARES
      OUTSTANDING**Morris
      & Associates
    
    
    
    
    
    M&A
    
    
    
    
    
    1,000,000Electronic
      Media Central Corp.
    
    
    
    
    
    EMC
    
    
    
    
    
    1,000,000Internet
      Infinity, Inc.
    
    
    
    
    
    III
    
    
    
    
    
    18,718,780**GEORGE
      MORRIS****BENEFICIAL
      INTEREST IN INTERNET INFINITY****Apple
      Realty, Inc.****Name
      of:**
    
    
    **George
      Morris**
    
    
    
    
    
    
    
    
    **L&M
      Media**
    
    
    
    
    dba:
      Hollywood Riviera100%
      Owned by George Morris
    
    100%
      Owned by George MorrisIII
    
    
    EMC
    
    
    M&A
    
    
    
    
    
    III
    
    
    EMC
    
    
    M&A
    
    
    
    III
    
    
    EMC
    
    
    M&AShares
      Held
    
    
    6,859,000
    
    
    508,630
    
    
    603,632
    
    
    
    
    
    4,535,714
    
    
    217,714
    
    
    203,195
    
    
    
    3,034,482
    
    
    49,655
    
    
    49,655Beneficially
      byGeorge
      Morris%
      of Outstanding
    
    
    36.64
    %
    
    50.86
    %
    
    60.36
    %
    
    
    
    
    24.23
    %
    
    21.77
    %
    
    20.32
    %
    
    
    16.21
    %
    
    4.97
    %
    
    4.97
    %Beneficial
      OwnershipTotal
      III %by
      G Morris
    
    
    77.08
    %Total
      EMC %by
      G Morris
    
    
    77.60
    %Total
      M&A %by
      G Morris
    
    
    85.65
    %
  
 
 
  
  
  U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
 AMENDMENT NO. 2 TO FORM 10-KSB
 
 
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 
 FOR THE FISCAL YEAR ENDED MARCH 31,
2004
 
 or
 
 [ ] TRANSITION REPORT UNDER SECTION 13 OR
15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 
 COMMISSION FILE NO. 0-27633
 
 INTERNET INFINITY, INC.
 (Name of small business issuer in its
charter)
 
 Delaware
    95-4679342(state of incorporation)
    (IRS Employer I.D.
Number)
 
 413 Avenue G, #1
 Redondo Beach, CA 90277
 (Address of principal executive offices)
 
 Issuer's telephone number: 310-318-2244
 
 Securities registered under Section 12(b) of the
Exchange Act:
 
 Title of each class: None.
 
 Name of each exchange on which registered:
None.
 
 Securities registered under Section 12(g) of the
Exchange Act:
 
 Common Stock $0.001 par value
 (Title of class)
 
 Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [   ] No [X]
 
 Check if there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
 
 
 
  State issuer's revenues for its most recent fiscal
year: $333,007.
 
 State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity of $0.075, as of July 7, 2004.
 
 State the number of shares outstanding of each of the
issuer's classes of common equity, as of July 6, 2004: 18,718,780 shares of
Common Stock, $0.001 par value.
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
 If the following documents are incorporated by
reference, briefly describe them and identify the part of the Form 10-KSB (e.g.,
Part I, Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (3) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The list documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1990). None.
 
 Transitional Small Business Disclosure Format (check
one): Yes [   ] No [X]
 
 ii
 
 TABLE OF CONTENTS
 PageItem 1
    Description of Business
    1Business of Internet Infinity
    3Products
    3Suppliers and Sub-Contractors
    3Distribution Methods
    4Competition
    4Advertising and Promotion
    4Dependence on Major Customers
    4Patents, Trademarks and Licenses
    4Government Approval and Regulations
    4Research and Development
    4Cost of Compliance with Environmental Laws
    5Seasonality
    5Employees
    5New Products and Services
    5Item 2
    Description of Properties
    5Item 3
    Legal Proceedings
    5Item 4
    Submission of Matters to a Vote of Security
      Holders
    5Item 5
    Market for Common Equity and Related Stockholder
      Matters
    6Item 6
    Management’s Discussion and Analysis or Plan of
      Operation
    7Results of Operations
    7Off-Balance Sheet Arrangements
    10Item 7
    Financial Statements
    10Item 8
    Changes in and Disagreements with Accountants on
      Accountingand Financial Disclosure
    34Item 8A
    Controls and Procedures
    34Item 9
    Directors, Executive Officers, Promoters and
      Control Persons;Compliance with Section 16(a) of the Exchange Act
    35Audit Committee and Audit Committee Financial
      Expert
    36Code of Ethics
    36Compliance with Section 16(a) of the Exchange Act
    37
 Item 10
    Executive Compensation
    37
  iii
 Item 11
    Security Ownership of Certain Beneficial Owners
      and Managementand Related Stockholder Matters
    38Item 12
    Certain Relationships and Related Transactions
    39Item 13
    Exhibits and Reports on Form 8-K
    40(a)     
      Exhibits
    40(b)      Reports on Form
      8-K
    42Item 14
    Principal Accountant Fees and Services
    42Signatures
    
    43
 
  iv
  PART I
 
 ITEM 1.  DESCRIPTION OF
BUSINESS.
 
 DESCRIPTION OF BUSINESS
 
 Internet Infinity, Inc. (the "Company") was incorporated
on October 27, 1995 in the State of Delaware. We raised $375,000 under Rule 504
in a non-registered public offering of our common stock during the period August
1996 through July 1997. We conduct our business from our sales headquarters
office in Redondo Beach, California. We first had revenues from operations in
1996.
 
 Our initial focus was on selling Internet software.
However, by late 1996 we began experiencing significant product returns from our
software sales. Sam’s Club returned $237,000 of a $257,000 single order of a new
Internet Access program. Sam’s Club reason for the return was a lack of retail
sales for this type of product caused by competitors' low- or free-of-cost
browser and other Internet utility programs. By early 1997 our software sales
were slipping toward zero and Internet Infinity had to find an alternative
revenue opportunity to survive.
 
 We first turned our attention and efforts to selling
electronic media duplication and packaging services offered by an unaffiliated
company, Video Magnetics, LLC. We did this through our wholly-owned subsidiary,
Electronic Media Central Corporation. We had experience with videotape
duplication and CD-ROM from prior sales of our special interest video programs
and Internet software programs. In addition, the growing digital media market
offered compatible alternative electronic media opportunities to Internet
Infinity. One of Internet Infinity’s early software packages for the retail
market included a combination of CD and access to the Internet. The 70-year-old
owner of Video Magnetics had primarily sold, to small local companies, video
tape duplication services, CD-ROM duplication services, new low quality and used
blank video tapes, video tape packaging supplies and used video tape duplication
equipment. In December 1996, the owner of Video Magnetics said he wanted to get
rid of the business and retire as soon as possible. He advised Internet Infinity
that he believed a new owner would not want to continue the distribution
arrangement Video Magnetics had with Internet Infinity. Therefore, the only way
to guarantee Internet Infinity's right to distribute the products and retain the
existing customer base that came from Video Magnetics was to acquire Video
Magnetics. Accordingly, George Morris, our chief executive officer and the
controlling shareholder of our company, through another company, L&M Media,
Inc., in which he has had over a 51 percent ownership for over ten years, bought
Video Magnetics' business in early 1997. If Morris had not acquired Video
Magnetics, the sales to existing Video Magnetics customers that had been turned
over by Video Magnetics to Internet Infinity and the availability of Video
Magnetics' low-cost, in-house manufacturing facilities would probably have been
lost to any other new owner of Video Magnetics.
 
 On December 1, 1998, Apple Media Corporation, a wholly
owned subsidiary of L&M Media, Inc., assumed all responsibility for business
operations of the former Video Magnetics, Inc. Apple Media focused on the
manufacturing and duplication of video, CD and related products.
 
 1
   Apple Media Corporation was the major supplier of
products to Internet Infinity and its subsidiaries. It provided blank video,
video packaging supplies and duplication of video and CD Media on credit terms
as needed by Internet Infinity and its subsidiaries.
 
 At the time we acquired Video Magnetics we also added to
the Internet Infinity business the distribution of better quality blank
videotapes, recordable compact discs (”CDRs”) and pre-recorded video programs on
numerous subjects. L&M Media, Inc. and its wholly owned subsidiary Apple
Media Corporation sourced new suppliers of electronic media materials and
components at the annual industry “Replitech Exposition” and through the
industry trade publication “Tape & Disk Business.” The licensed pre-recorded
video programs are owned by L&M Media, Inc., an affiliated company 51
percent owned by George Morris, and are sold through Morris & Associates,
another wholly-owned subsidiary. Internet Infinity contacted school distributors
by telephone to offer these licensed programs. Program subjects included
"how-to" for various sports, cooking, home and auto repair, lawn and garden,
crafts, business success and computer software training.
 
 In July 1997 we had started to accumulate the
distribution rights to twenty-five Health and Medical video programs owned by
L&M Media, Inc., which is 51 percent owned by George Morris, the controlling
shareholder and officer and director of Internet Infinity. Acquiring
distribution rights from L&M Media for the first five programs in July 1997
was a starting point for Internet Infinity to work with the business
possibilities of developing an on-line Internet health and medical library. In
order, to control the rights to all the programs available from L&M Media
and stop L&M Media from granting the distribution rights to another company.
Internet Infinity agreed to acquire the distribution rights from L&M Media
for the remaining twenty completed health and medical programs in February 1998.
In early 1999 we purchased, from L&M Media and from Hollywood Riviera
Studio, the distribution rights to five video modules on Personal and Sales
Skill Development. The five modules of the Personal and Sales Skill Development
are: The need/benefit approach to making friends and selling more, Identifying
the problem, Developing the need, Dealing with doubts and objections, Closing
for the order. Hollywood Riviera Studios is the "d/b/a" of Apple Realty, Inc.,
which is 100 percent owned by George Morris, the controlling shareholder and
principal officer and director of Internet Infinity. The marketing of the Health
and Medical video and Personal and Sales Skill Development was delayed until a
suitable and profitable use could be located with a partner. Ideally, a partner
would have an interest in preparing and selling short one to five minute video
segments as content for traffic building on web sites. At that time, no such use
or partner had been identified for the programs. However, Internet Infinity had
retained a part-time consultant to work with the development of the Health and
Medical library.
 
 The first "Internet Infinity Business to Business" web
site www.mlmhub.com was launched
in March 2000 but promotion of the site had been delayed due a lack of funding.
The plan was to begin sales of our electronic media training products with a
partner company. The possibility of finding such a partner was unknown. This new
business-to-business site would have focused on persons with an interest in the
direct selling profession. It included a “direct selling” store with business
success books, audio tape programs, videotape programs, blank videotape and CD,
and videotape duplication services. In addition, the MLMHUB site was to provide
information gathered from news media and research for the visitor interested in
direct selling. The funding to expand and promote this site was to come from the
operating revenues of Internet Infinity and from loans of approximately $20,000
from George Morris, the President of Internet Infinity.
 
 2
 
   As the result of distributing all the shares of
Electronic Media Central Corporation on September 25, 2001 to the shareholders
of record on September 18, 2002, Internet Infinity ceased being in the media
duplication business. Also, the sales of pre-recorded programs through its
wholly owned subsidiary Morris & Associates, Inc. is expected to decline to
under $50,000 for the fiscal year 2005.
 
 As of March 2002, revenue growth plans for Internet
Infinity were cancelled due to a lack of funding. However, research is being
conducted in the area of single person internet matching services. In addition,
a private company merger partner is being sought as another potential avenue for
revenue growth. However, there is no assurance that the singles project or a
merger can or will be successful at any time.
 
 Business of Internet Infinity
 
 Internet Infinity
 
 distributes blank media. 
 Products
 
 We have one principal product:
 
 blank video tape. •blank video tape.
 Suppliers and Sub-Contractors
 
 As of April 1, 2002, blank video tape product is provided by an independent
supplier, Pac Max Corporation of Brea California. We receive orders by telephone
and Pac-Max drop ships and sends our invoice. We are billed for the shipment at
a cost negotiated for the order by our one salesperson. Office space, reception,
telephone and utilities are provided at no cost to our company as part of the
services provided to our affiliate company Electronic Media Central Corporation.
Electronic Media Central pays $2,600 per month to Pac-Max for office space,
reception, telephone and utilities.
 
 The functional relationship between Internet Infinity
and Apple Realty, Inc. dba/Morris Group consultants, a company owned by George
Morris the controlling shareholder and officer and director
of Internet Infinity is one of independent contractors.
Apple Realty, Inc dba/ Morris Group with its business broker real estate license
are helping the company develop and implement a strategy for possible merger and
acquisition activity by Internet Infinity.
 
 3
  
 Distribution Methods
 
 We distribute our products through an in-house employee
working the telephone, fax, mail and the Internet. Shipments are made throughout
the United States with a majority in California.
 
 Our sales representative employee is paid on a salary
plus an incentive bonus based on the gross profit generated each month. The
sales representative is responsible for managing his account orders and customer
service.
 
 Competition
 
 
 The electronic blank media business is highly
competitive. Numerous small regional competitors such as our company serve the
smaller regional business and nonprofit organization markets. We compete with
both price and customer services. In addition, we monitor offers from
competitors on the Internet, through direct mail and through
comparison-shopping, to remain competitive.
 
 Advertising and Promotion
 
 Our advertising and promotion is primarily
electronic-media focused. We engage in telephone and fax campaigns to prospect
for blank media business.
 
 Dependence on Major Customers
 
 With only one large customer at $333,007 sales for
fiscal 2004, our company will most likely discontinue all sales operations for
blank video tape with the loss of this customer in the fiscal year 2005. 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.
 
 4
  
 Cost of Compliance with Environmental
Laws
 
 There are no environmental laws that impact any of our
operations of marketing and distributing electronic duplication and blank media,
pre-recorded video programs or Internet services.
 
 Seasonality
 
 Our sales are almost evenly distributed at this time
across the year. There are slight variations with the fall and winter exceeding
the spring and summers seasons for a variety of factors including vacation,
school and holiday cycles.
 
 
 Employees
 
  We employ one part-time person.
 
 New Products & Services
 
 No new products or services are planned.
 
 ITEM 2.  DESCRIPTION OF
PROPERTIES
 
 Our one part-time sales person does not require any
measurable office space or utilities for the blank video tape sales operation.
With the discontinuing sales of blank video tape, no facilities will be needed.
Storage of our records and accounting documents will be provided at no charge by
George Morris.
 
 ITEM 3.  LEGAL
PROCEEDINGS
 
 We are not, and none of our property is, a party to any
pending legal proceedings, and no such proceedings are known to be
contemplated.
 
 No director, officer or affiliate of the company, and no
owner of record or beneficial owner of more than 5.0% of the securities of the
company, or any associate of any such director, officer or security holder is a
party adverse to the company or has a material interest adverse to the Company
in reference to any litigation.
 
 ITEM 4.  SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 5
  
 PART II
 
 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.
 
 High
    Low2003
    1st Qtr.
    0.1500
    0.04002nd Qtr.
    0.0500
    0.01003rd Qtr.
    0.0200
    0.01004th Qtr.
    0.0200
    0.01002004
    1st Qtr.
    0.02
    0.0152nd Qtr.
    0.015
    0.0153rd Qtr.
    0.03
    0.0154th Qtr.
    0.03
    0.025
 
 On July 6, 2004 there were 18,718,780 shares of common
stock outstanding. There were 220,000 shares subject to outstanding options. No
shares are subject to securities convertible into such shares of
stock.
 
 Holders . On July 6, 2004
there were approximately 41 holders of record of our common stock. Some
2,308,564 shares of common stock are held in brokerage accounts under the record
name of “Cede & Co.”
 
 Dividends . No cash dividends
have been declared on the common stock. There are no restrictions that limit the
ability of the company to pay dividends on the common stock or that are likely
to do so in the future.
 
 During the past three fiscal years, Internet Infinity
sold 8,300,000 shares of our common stock in transactions exempt from
registration pursuant to the provisions of Regulation D, Rule 506 of the
Securities and Exchange Commission. No underwriters were used to affect the
sales. The names of the persons who bought the shares of stock, the dates the
shares sold, the number of shares issued, the prices paid in cash or services
for the shares and the nature of the consideration received by Internet Infinity
are as follows.
 
 6
   Person
    
    
    Date
    
    
    No. of
      Shares
      Issued
    
    
    Price per
      Share
    
    
    Nature of
      ConsiderationDavid VanHorn
    
    
    09-17-01
    
    
    100,000
    
    $
    0.05
    
    
    (2
    )David Golling
    
    
    09-17-01
    
    
    10,000
    
    $
    0.05
    
    
    (2
    )National Capital
    
    
    09-17-01
    
    
    100,000
    
    $
    0.05
    
    
    (2
    )Anna Moras
    
    
    09-17-01
    
    
    50,000
    
    $
    0.05
    
    
    (2
    )Shirlene Bradshaw
    
    
    09-17-01
    
    
    20,000
    
    $
    0.125
    
    
    (3
    )Roger Casas
    
    
    09-17-01
    
    
    20,000
    
    $
    0.125
    
    
    (3
    )George Morris
    
    
    03-03
    
    
    6,700,000
    
    $
    0.014
    
    
    (1)(4
    )Anna Moras
    
    
    03-03
    
    
    1,300,000
    
    $
    0.014
    
    
    (1
    )
 
 (1)     Reduction of debt owed by
Internet Infinity to this person by conversion to shares of stock.
 
 (2)     Suppliers consulting
services paid with shares of stock rather than cash.
 
 (3)     Employee exercise of stock
option.
 
 (4)     2,000,000 of these shares
were issued to Apple Realty, Inc., which is under the control of George
Morris.
 
 Internet Infinity’s Common Stock presently trades on the
OTC Bulletin Board.
 
 ITEM 6.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 The following discussion and analysis should be read
in conjunction with the financial statements and the accompanying notes thereto.
it is qualified in its entirety by the foregoing and by more detailed financial
information appearing elsewhere.
 
 Results of Operations
 
 The following table presents, as a percentage of sales,
certain selected financial data for the two fiscal years ended March 31, 2004
and March 31, 2003.
 
 7
 
   Year Ended 3-312004
    
    
    2003Sales
    
    
    100.0
    %
    
    100.0
    %Cost of sales
    
    
    62.9
    
    
    65.6Gross margin
    
    
    37.1
    
    
    34.4Selling, general andadministrativeexpenses
    
    
    97.0
    
    
    (143.2
    )Interest income (expense)
    
    
    (13.8
    )
    
    (10.5
    )Net income (loss) beforeincome taxes
    
    
    (55.6
    )
    
    (119.3
    )
 
 Sales
 
 Sales increased by $19,412 from $313,595 in the fiscal
year ended March 31, 2003 to $333,007 in the fiscal year ended March 31, 2004,
an increase of 6 percent. The increase in sales was attributable primarily to an
increase of $28,080 in sales of Electronic Media Central from $297,820 in the
fiscal year ended 2003 to $325,900 in the fiscal year ended 2004, an increase of
9.4 percent. The Electronic Media Central increase in sales was attributable
primarily to an increase in purchases by existing customers caused by a growing
economy. We expect Electronic Media Central revenues will continue to
increase.
 
 Sales of Morris & Associates, Inc. recorded an
increase of $3,711 from $11,775 in the fiscal year ended 2003 to $15,486 in the
fiscal year ended 2004, an increase of 31.5 percent. This increase is due
primarily to an increase in purchases by existing customers caused by a growing
economy. We are planning to discontinue the sales of pre-recorded videos.
Morris & Associates, Inc. was selling prerecorded video programs on a
non-contract, limited-return basis to retail distributors.
 
 Gross Margin
 
 Gross margin increased by $15,845 from $107,828 in
fiscal year 2003 to $123,673 in fiscal year 2004 in dollar amounts but increased
from 34.4 percent in fiscal 2003 to 37.1 percent in fiscal 2004 in percentage of
sales. The change in gross margin was also attributable to the Electronic Media
Central gross margin increase of $20,014 from $97,623 in fiscal year 2003 to
$117,637 in fiscal year 2004 in dollar amounts but an increase in percentage of
sales from 32.8 percent to 36 percent. This change in gross margin is primarily
attributed to the $28,080 increase in Electronic Media Central sales from
$297,820 in the fiscal year ended March 31, 2003 to $325,900 in the fiscal year
ended March 31, 2004.
 
 Selling, General and Administrative
Expense
 
  Selling,
general and administrative expenses decreased by $125,993 from $448,951, or
143.2 percent of sales in fiscal year 2003, to $322,958, or 97 percent of sales
in fiscal year 2004. For Electronic Media Central Corporation, selling, general
and administrative expenses allocations decreased by $54,608 from $191,519, or
64.3 percent of sales in fiscal year 2003, to $136,911, or 42 percent of sales
in fiscal year 2004. A breakdown of the decreases is:
 
 8
 
 · Bad debt increased from zero at March 31, 2003 to
$1,025 at March 31, 2004.
 
 · Internet Infinity retained as an independent
contractor Apple Realty, Inc., d/b/a Morris Group Consultants,
 a
company owned by George Morris, the
controlling shareholder, officer and director of Internet Infinity.
 Apple
Realty, Inc., d/b/a Morris Group, with its
real estate business broker license is helping the company
 develop and implement a strategy for possible merger and acquisition. Consulting fee
expenses accrued
 for
the Morris Group were $135,000 in
the fiscal year 2004 compared to $240,000 for the fiscal year ended
 March
31, 2003, a decrease of $105,000.
 
 · Professional fees including legal and accounting
increased from $56,756 for the fiscal year ended March 31,
 2003,
to $67,298 for the fiscal year ended
March 31, 2004,
 
 · Salaries and related expenses were decreased from $71,625 for the fiscal
year ended March 31, 2003, to
 $69,779 for the fiscal year ended March 31,
2004, due to reduction in sales and management personnel.
 
 Net Profit (Loss)
 
 We had a net loss from operations, after a provision for
income taxes, in the fiscal year ended March 31, 2004 of $187,592, or $0.01
a share of our common stock. In the fiscal year ended March 31, 2003 we had
a net loss, after a provision for income taxes, of $376,491, or $0.03 a share of
common stock. The loss of 120 percent of sales for fiscal year 2003 versus the
56 percent loss for the fiscal year ended 2004 is due primarily to the $135,000
difference in accrued professional fees between 2003 and 2004.
 
 Balance Sheet Items
 
 The net loss of $187,592 for the fiscal year ended
March 31, 2004 increased the retained earnings deficit from $1,478,284 on
March 31, 2003 to $1,775,876 on March 31, 2004. Our cash position decreased from
$11,242 for the fiscal year ended March 31, 2003 to $4,333 for the fiscal year
ended March 31, 2004. Accounts receivable net of allowance for doubtful accounts
from non affiliates increased from $27,663 at the end of fiscal year 2003 to
$34,475 at the end of fiscal year 2004, while inventory remained unchanged at
zero for the fiscal year ended March 31, 2003 to zero for the fiscal year ended
March 31, 2004.
 
 Liquidity and Outlook
  We had been able to stay in operation only (1) with the
services provided by Apple Media Corporation, a wholly-owned subsidiary of
L&M Media, Inc., a supplier of electronic media duplication services, which
is under the control of George Morris, the controlling shareholder and principal
officer of both Electronic Media Central and Internet Infinity and (2) from the
cash flow generated by Electronic Media Central from the sale of electronic
media duplication services. Also, George Morris personally advanced funds to
Electronic Media Central when needed. George Morris also acquired Video
Magnetics, an insolvent electronic media duplication company with his personal
cash and proceeded to turn around the situation for the benefit of Electronic
Media Central by providing services to sell.
 
 9
 
 Electronic Media Central management believes that it
will not generate sufficient cash flow to support operations during the twelve
months ended March 31, 2004. Although sales and expenses should continue to
decline with the new supplier Pac-Max and Electronic Media Central should
generate a net profit and positive cash flow from operations, additional funds
will be necessary for continued operation of the company.
 
 Our auditors have issued a going concern statement in
Note 3 of the attached financial statements.
 
 In addition to cash provided from operations, loans from
George Morris can provide additional cash to Electronic Media Central and
Internet Infinity.
 
 The payment record of our existing customers has been
good with low bad-debt losses for over two years from duplication service
customers. Accordingly, management believes the risk of non-payment in the
future is manageable.
 
 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
  servesas credit, liquidity or market risk
  support to such entity for such assets,any obligation, including a contingent obligation,
  under a contract that would be accounted for as a derivativeinstrument,
  orany obligation, including a contingent obligation,
  arising out of a variable interest in an unconsolidated entity thatis heldby us and material to us where such entity provides
  financing, liquidity, market risk or credit risk support to,or engages in
  leasing, hedging or research and development services with
  us. ITEM 7.  FINANCIAL
STATEMENTS
 Independent Auditors’ Report 2004
    11Independent Auditors’ Report 2003
    12Combined/Consolidated Balance Sheet March 31, 2004
    13Combined/Consolidated Statements of Operations
      March 31, 2004
    14Combined/Consolidated Statements of Stockholders’
      Equity (Deficit)for the Years Ended March 31, 2004 and 2003
    15Combined/Consolidated Statements of Cash Flows for
      the YearsEnded March 31, 2004 and 2003
    18Notes to Combined/Consolidated Financial
      Statements March 31, 2004
    19
   10
 **REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM**
 
 
 To the Stockholders and Board of
Directors
 Internet Infinity, Inc., Morris & Associates,
Inc. and
 Electronic Media Central Corporation
 
 We have audited the accompanying combined balance
sheet of Internet Infinity, Inc. (a Delaware Corporation) Morris &
Associates, Inc. (a California Corporation) and Electronic Media Central
Corporation (a California Corporation) (collectively “the Company”) as of March
31, 2004 and the related combined statements of operations, stockholders’ equity
(deficit) and cash flows for the year ended March 31, 2004. These combined
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these combined financial statements
based on our audit.
 
 We conducted our audit of these statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provide a reasonable basis for our
opinion.
 
 In our opinion, the combined financial statements
referred to above present fairly, in all material respects, the financial
position of Internet Infinity, Inc., Morris & Associates, Inc. and
Electronic Media Central Corporation as of March 31, 2004 and the results of its
operations and its cash flows for the year ended March 31, 2004 in conformity
with accounting principles generally accepted in the United States of
America.
 
 The accompanying combined financial statements have
been prepared assuming that the Company will continue as a going concern. As
discussed in Note 3 to the combined 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 combined financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/ Kabani & Company, Inc.
 
 KABANI & COMPANY, INC.
 
 Fountain Valley, California
 June 30, 2004
 
 11
   
 INDEPENDENT
AUDITORS’ REPORT
 
 
 
 
 
 June 4,
2003
 
 
 
 To the
Board of Directors and Stockholders
 Internet
Infinity, Inc., Morris & Associates, Inc. and
 Electronic
Media Central Corporation
 
 We have
audited the accompanying combined balance sheet of Internet Infinity, Inc. (a
Delaware Corporation) Morris & Associates, Inc. (a California Corporation)
and Electronic Media Central Corporation (a California Corporation) as of March
31, 2003, and the related combined statements of operations, stockholders’
equity (deficit), and cash flows for each of the two years ended March 31, 2003.
These combined financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these combined
financial statements based on our audit.
 
 We
conducted our audit in accordance with auditing standards generally accepted in
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the combined financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the combined financial statements referred to above present fairly, in
all material respects, the financial position of Internet Infinity, Inc., Morris
& Associates, Inc. and Electronic Media Central Corporation as of March 31,
2003, and the results of their operations and their cash flows for each of the
two years ended March 31, 2003, in conformity with accounting principles
generally accepted in the United States.
 
 The
accompanying combined 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 combined financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
 
 
 */s/
Caldwell, Becker, Dervin, Petrick & Co., L.L.P.*
 
 CALDWELL,
BECKER, DERVIN, PETRICK & CO., L.L.P.
 Woodland
Hills, California
 
 
 
 12
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 COMBINED BALANCE SHEET
 MARCH 31, 2004
 
 **ASSETS**
    ****CURRENT ASSETS:Cash & cash
      equivalents
    
    $
    4,333Accounts
      receivable, net of allowance of doubtful accountsof
      $4,070
    
    
    34,475$
    38,808LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIES:Accounts payable
      & accrued expenses
    
    $
    150,641Note payable
    
    
    62,755Note Payable -
      related parties
    
    
    430,948Due to
      officer
    
    
    234,497Total current
      liabilities
    
    
    878,841LONG TERM LIABILITIES:Due to
      Officer
    
    
    47,573Total
      liabilities
    
    
    926,414STOCKHOLDERS' DEFICITPreferred stock,
      $.001 par value; 30,000,000 sharesauthorized, none
      outstanding
    
    
    -Common
      stock
    
    
    39,219Additional paid in
      capital
    
    
    739,051Accumulated
      deficit
    
    
    (1,665,876
    )Total stockholders'
      deficit
    
    
    (887,606
    )$
    38,808
 
 The accompanying notes are an integral part of these
consolidated financial statements.
 
 13
   
 INTERNET INFINITY, INC., MORRIS &
ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 COMBINED STATEMENTS OF
OPERATIONS
 FOR THE YEARS ENDED MARCH 31, 2004 AND
2003
 
 2004
    
    
    2003Revenues
    
    $
    333,007
    
    $
    313,595Cost of Sales-Purchases
    
    
    209,334
    
    
    205,767Gross
      Profit
    
    
    123,673
    
    
    107,828Operating expensesProfessional
      fees
    
    
    67,298
    
    
    56,756Salaries and
      related expenses
    
    
    69,779
    
    
    71,625Consulting fees to
      related party
    
    
    135,600
    
    
    251,050Bad debts (Note
      16)
    
    
    1,025
    
    
    -Other
    
    
    49,256
    
    
    69,520Total operating expenses
    
    
    322,958
    
    
    448,951Loss from Operations
    
    
    (199,285
    )
    
    (341,123
    )Non-Operating Income
    (expense):Interest
      expense
    
    
    (45,907
    )
    
    (32,968
    )Gain on settlement
      of debts-related party
    
    
    60,000Total other income
      (expense)
    
    
    14,093
    
    
    (32,968
    )Loss before income
    taxes
    
    
    (185,192
    )
    
    (374,091
    )Provision for income taxes
    
    
    2,400
    
    
    2,400Net loss
    
    $
    (187,592
    )
    $
    (376,491
    )Basic & diluted weighted average
      number ofcommon stock
    outstanding
    
    
    20,218,780
    
    
    11,741,931Basic & diluted net loss per
      share
    
    $
    (0.01
    )
    $
    (0.03
    )* Weighted average number of shares used to
      compute basic and diluted loss per share is the same since the effect of
      dilutive
      securities is
      anti-dilutive.
   The accompanying notes are an integral part of
these consolidated financial statements.
 
 14
 
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 COMBINED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIT)
 FOR THE YEARS ENDED MARCH 31, 2004 AND
2003
 
 Internet Infinity, Inc.
****
 TotalCommon
      stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    stockholders'Number
      of
    
    
    
    
    
    Additional
    
    
    Subscription
    
    
    Accumulated
    
    
    Equityshares
    
    
    Amount
    
    
    paid in
      capital
    
    
    receivable
    
    
    deficit
    
    
    deficitBalance as of March 31,2002
    10,718,780
    
    $
    10,719
    
    $
    1,016,868
    
    $
    (496,821
    )
    $
    (1,034,766
    )
    $
    (504,000
    )Unpaid stock subscription
      reversed
    -
    
    
    -
    
    
    (385,417
    )
    
    496,821
    
    
    -
    
    
    111,404Stock dividend (Note 15)
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (500
    )
    
    (500
    )Shares issued for relief (Note
    8)
    8,000,000
    
    
    8,000
    
    
    104,000
    
    
    -
    
    
    -
    
    
    112,000Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (205,101
    )
    
    (205,101
    )Balance as of March 31, 2003
    18,718,780
    
    
    18,719
    
    
    735,451
    
    
    -
    
    
    (1,240,367
    )
    
    (486,197
    )Net loss for the year
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (188,539
    )
    
    (188,539
    )Balance as of March 31, 2004
    18,718,780
    
    $
    18,719
    
    $
    735,451
    
    $
    -
    
    $
    (1,428,906
    )
    $
    (674,736
    )
 The accompanying notes are an integral part
of these consolidated financial statements .
 
 15
 
  **INTERNET INFINITY, INC., MORRIS
      & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL
      CORPORATION****COMBINED STATEMENTS OF
      STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED MARCH 31, 2004
      AND 2003**Morris &
      Associates, Inc.TotalCommon
      stock
    
    
    
    
    
    
    
    
    
    
    
    stockholders'Number
      of
    
    
    
    
    
    Additional
    
    
    Subscription
    
    
    Accumulated
    
    
    Equityshares
    
    
    Amount
    
    
    paid in capital
    
    
    receivable
    
    
    deficit
    
    
    deficitBalance as of March
      31,2002
    
    
    500,000
    
    $
    500
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    500Net loss for the
      year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (76,694
    )
    
    (76,694
    )Balance as of March
      31, 2003
    
    
    500,000
    
    
    500
    
    
    -
    
    
    -
    
    
    (76,694
    )
    
    (76,194
    )Net loss for the
      year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    891
    
    
    891Balance as of March
      31, 2004
    
    
    500,000
    
    $
    500
    
    $
    -
    
    $
    -
    
    $
    (75,803
    )
    $
    (75,303
    )The accompanying notes are an integral
      part of these consolidated financial
      statements**.**
   16
   **INTERNET INFINITY, INC., MORRIS
      & ASSOCIATES, INC. AND****ELECTRONIC MEDIA CENTRAL
      CORPORATION****COMBINED STATEMENTS OF
      STOCKHOLDERS' EQUITY (DEFICIT)****FOR THE YEARS ENDED MARCH 31, 2004
      AND 2003**Electronic Media
      Central CorporationTotalCommon
      stock
    
    
    
    
    
    
    
    
    
    
    
    stockholders'Number
      of
    
    
    
    
    
    Additional
    
    
    Subscription
    
    
    Accumulated
    
    
    Equityshares
    
    
    Amount
    
    
    paid in capital
    
    
    receivable
    
    
    deficit
    
    
    deficitBalance as of March
      31,2002
    
    
    500,000
    
    $
    10,000
    
    $
    -
    
    $
    -
    
    $
    (66,527
    )
    $
    (56,527
    )Shares
      issued
    
    
    500,000
    
    
    10,000
    
    
    3,600
    
    
    
    
    
    
    
    
    13,600Net loss for the
      year
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (94,696
    )
    
    (94,696
    )Balance as of March
      31, 2003
    
    
    1,000,000
    
    
    20,000
    
    
    3,600
    
    
    -
    
    
    (161,223
    )
    
    (137,623
    )Net loss for the
      year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56
    
    
    56Balance as of March
      31, 2004
    
    
    1,000,000
    
    $
    20,000
    
    $
    3,600
    
    $
    -
    
    $
    (161,167
    )
    $
    (137,567
    )Consolidated Balance
      as of March 31, 2004
    
    
    20,218,780
    
    $
    39,219
    
    $
    739,051
    
    $
    -
    
    $
    (1,665,876
    )
    $
    (887,606
    )
     17
 INTERNET INFINITY, INC., MORRIS &
ASSOCIATES, INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 COMBINED STATEMENTS OF CASH
FLOWS
 FOR THE YEARS ENDED MARCH 31, 2004 AND
2003
 
 
  2004
    
    
    2003CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (187,592
    )
    $
    (376,491
    )Adjustments to
      reconcile net loss to net cash used inoperating
      activities:Debt incurrent for
      consulting fees
    
    
    -
    
    
    240,000Stock issued for
      consulting fees
    
    
    -
    
    
    1,000Decrease (Increase)
      in accounts receivable
    
    
    (6,812
    )
    
    17,292(Decrease) in
      allowance for doubtful accounts
    
    
    -
    
    
    (3,300
    )Increase in
      accounts payable and accrued expenses
    
    
    13,194
    
    
    32,490Increase (Decrease)
      in accounts payable payable-related company
    
    
    892
    
    
    5,197(Decrease) in
      income tax payable
    
    
    -
    
    
    (1,222
    )Net cash used in
      operating activities
    
    
    (180,318
    )
    
    (85,034
    )CASH FLOWS FROM INVESTING ACTIVITIESDecrease in note
      receivable-related company
    
    
    -
    
    
    3,350CASH FLOWS FROM FINANCING ACTIVITIES:Increase in due to
      officer
    
    
    53,554
    
    
    83,857Proceeds from notes
      payable - related party
    
    
    119,855
    
    
    4,200Net cash provided
      by financing activities
    
    
    173,409
    
    
    88,057NET INCREASE ( DECREASE) IN CASH & CASH
      EQUIVALENTS
    
    
    (6,909
    )
    
    6,373CASH & CASH EQUIVALENTS, BEGINNING
      BALANCE
    
    
    11,242
    
    
    4,869CASH & CASH EQUIVALENTS, ENDING
      BALANCE
    
    $
    4,333
    
    $
    11,242SUPPLEMENTARY DISCLOSURES OF CASH FLOW
      INFORMATION:Interest paid during the year
    
    $
    36,000
    
    $
    34,751Taxes paid during the year
    
    $
    -
    
    $
    3,600
 **NON-CASH INVESTING AND FINANCING
      ACTIVITIES:**Reduction of unpaid stock subscription against
      additional paid-in capital
    
    $
    -
    
    $
    385,417Reduction of unpaid stock subscription against note
      payable- related entity
    
    $
    -
    
    $
    111,404Common stock issued for conversion of notes and loans
      payable
    
    $
    -
    
    $
    124,600Stock dividend of Morris & Associates, Inc.
      shares issued to InternetInfinity, Inc.'s stockholders
    
    $
    -
    
    $
    500
 The accompanying notes are an integral part of
these consolidated financial statements.
    18
  INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 NOTE 1ORGANIZATION
 
 Internet Infinity, Inc. (III) was incorporated in the
State of Delaware on October 27, 1995. III is in the business of distribution of
electronic media duplication services and electronic blank media. They also
distribute pre-recorded special interest video programs, internet web site
services, and CD authorizing services. III also operates a business-to-business
community web site for direct sales professionals.
 
 On April 1, 1998, Morris and Associates, Inc.,
(M&A) was incorporated in California. M&A (formerly a division of
Internet Infinity, Inc.). M&A is licensed to distribute special interest
video programming to educational and consumer distributors for health and
medical titles, and computer software training including internet information,
golf, sports, and home and garden titles.
 
 On April 1, 1998, Electronic Media Central
Corporation (EMC) was incorporated in California. EMC was formerly a division of
III. EMC is engaged in the sale of blank electronic media such as video tapes
and the duplication, replication and packaging of DVDs, CDs, video tapes and
audio tapes. EMC and III are owned beneficially by identical
stockholders.
 
 In August 2001, III announced plans to spin-off, on a
pro-rata basis, EMC, its wholly owned subsidiary, to stockholders of record as
of September 18, 2001. In accordance with Accounting Principles Board Opinion
(APBO) 23, paragraph 23, the spin-off has been accounted for on a historical
basis, as a tax-free distribution. The Company has not requested or received a
ruling from the Internal Revenue Service as to whether this distribution
qualifies as a non-taxable transaction.
 
 On July 24, 2002, the Directors of Internet Infinity,
Inc. approved a distribution to its shareholders, pro rata of 500,000 shares of
common stock of Morris & Associates, Inc., a wholly-owned subsidiary of
Internet Infinity at the time of distribution. The record date for making the
distribution was August 5, 2002. Each shareholder of record at the close of
business that date received .048 share of Morris & Associates, Inc. for each
share of Internet Infinity held of record at that time. In accordance with APBO
23, paragraph 23, the spin-off has been accounted for on a historical basis, as
a tax-free distribution. The Company has not requested or received a ruling from
the Internal Revenue Service as to whether this distribution qualifies as a
non-taxable transaction.
 
 NOTE 2SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
 
 Combined Financial Statements
 
 The financial statements of III, M&A and EMC are
combined because each company is owned beneficially by identical stockholders.
All significant intercompany accounts and transactions have been eliminated in
the combination.
 
 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. Allowance for doubtful debts
amounted to $4,070 as at March 31, 2004.
 
 Property & Equipment
 
 Capital assets are stated at cost. Equipment
consisting of computers is carried at cost. Depreciation of equipment is
provided using the straight-line method over the estimated useful lives of the
assets. Expenditures for maintenance and repairs are charged to expense as
incurred.
 
 Long-lived assets
 Effective January 1, 2002, the Company adopted
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations
for a Disposal of a Segment of a Business." The Company periodically evaluates
the carrying value of long-lived assets to be held and used in accordance with
SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amounts. In that event, a loss is recognized based on the
amount by which the carrying amount exceeds the fair market value of the
long-lived assets. Loss on long-lived assets to be disposed of is determined in
a similar manner, except that fair market values are reduced for the cost of
disposal.
 
 Accounts payable & accrued
expenses
 
 Accounts payable and accrued expenses consist of the
following:
 
  Accounts
    payable
    
    $
    88,594Accrued taxes
    
    
    3,855Accrued interest
    
    
    58,192$
    150,641
 
 Income taxes
 
 Deferred taxes are provided for on a liability method
for temporary differences between the financial reporting and tax basis of
assets and liabilities that will result in taxable or deductible amounts in the
future. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will be
realized. For the year ended March 31, 2004, such differences were
insignificant.
 
 19
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 Stock-based compensation
 
 SFAS No. 123 prescribes accounting and reporting
standards for all stock-based compensation plans, including employee stock
options, restricted stock, employee stock purchase plans and stock appreciation
rights. SFAS No. 123 requires compensation expense to be recorded (i) using the
new fair value method or (ii) using the existing accounting rules prescribed by
Accounting Principles Board Opinion No. 25, “Accounting for stock issued to
employees” (APB 25) and related interpretations with proforma disclosure of what
net income and earnings per share would have been had the Company adopted the
new fair value method. The Company has chosen to account for stock-based
compensation using Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and has adopted the disclosure only provisions of
SFAS 123. Accordingly, compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of
the grant over the amount an employee is required to pay for the
stock.
 
 The Company accounts for stock-based compensation
issued to non-employees and consultants in accordance with the provisions of
SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF
96-18"), "Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling, Goods or Services".
Valuation of shares for services is based on the estimated fair market value of
the services performed.
 
 Fair value of financial
instruments
 
 Statement of financial accounting standard No. 107,
Disclosures about fair value of financial instruments, requires that the Company
disclose estimated fair values of financial instruments. The carrying amounts
reported in the statements of financial position for current assets and current
liabilities qualifying as financial instruments are a reasonable estimate of
fair value.
 
 Basic and diluted net loss per
share
 
 Net loss per share is calculated in accordance with
the Statement of financial accounting standards No. 128 (SFAS No. 128),
“Earnings per share”. SFAS No. 128 superseded Accounting Principles Board
Opinion No.15 (APB 15). Net loss per share for all periods presented has been
restated to reflect the adoption of SFAS No. 128. Basic net loss per share is
based upon the weighted average number of common shares outstanding. Diluted net
loss per share is based on the assumption that all dilutive convertible shares
and stock options were converted or exercised. Dilution is computed by applying
the treasury stock method. Under this method, options and warrants are assumed
to be exercised at the beginning of the period (or at the time of issuance, if
later), and as if funds obtained thereby were used to purchase common stock at
the average market price during the period.
 
 20
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED 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 combined 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.
 
 21
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 Recent Pronouncements
 
 On May 15, 2003, the Financial Accounting Standards
Board (FASB) issued FASB Statement No. 150 (FAS 150), Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
FAS 150 changes the accounting for certain financial instruments that, under
previous guidance, could be classified as equity or "mezzanine" equity, by now
requiring those instruments to be classified as liabilities (or assets in some
circumstances) in the statement of financial position. Further, FAS 150 requires
disclosure regarding the terms of those instruments and settlement alternatives.
FAS 150 affects an entity's classification of the following freestanding
instruments: a) Mandatorily redeemable instruments b) Financial instruments to
repurchase an entity's own equity instruments c) Financial instruments embodying
obligations that the issuer must or could choose to settle by issuing a variable
number of its shares or other equity instruments based solely on (i) a fixed
monetary amount known at inception or (ii) something other than changes in its
own equity instruments d) FAS 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety. The guidance in
FAS 150 is generally effective for all financial instruments entered into or
modified after May 31, 2003, and is otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. For private companies,
mandatorily redeemable financial instruments are subject to the provisions of
FAS 150 for the fiscal period beginning after December 15, 2003. The adoption of
SFAS No. 150 does not have a material impact on the Company’s financial position
or results of operations or cash flows.
 
 In December 2003, the Financial Accounting Standards
Board (FASB) issued a revised Interpretation No. 46, "Consolidation of Variable
Interest Entities" (FIN 46R). FIN 46R addresses consolidation by business
enterprises of variable interest entities and significantly changes the
consolidation application of consolidation policies to variable interest
entities and, thus improves comparability between enterprises engaged in similar
activities when those activities are conducted through variable interest
entities. The Company does not hold any variable interest entities.
 
 NOTE 3UNCERTAINTY OF ABILITY TO
CONTINUE AS A GOING CONCERN
 
 The Company's combined 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 have a combined accumulated deficit of $1,665,876 at
March 31, 2004. The Company has a net losses of $187,592 and a net loss $376,491
in the year ended March 31, 2004 and 2003, 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.
 
 22
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 NOTE 4SUBSCRIPTION AND ROYALTY
AGREEMENTS
 
 III has royalty agreements with two separate related
entities.
 
 In July 1997, III entered into an agreement with
L&M Media, Inc. for the rights to market pre-recorded health and medical
programs. The agreement specifies that the Company shall pay a 15% royalty to
L&M Media, Inc. on gross sales for all of these programs sold between April
1, 1998 and March 31, 2002. In consideration for these rights, the Company
entered into a stock subscription agreement for 2,267,857 shares of common
stock, with a trading value of $375,000 ($0.165 per share).
 
 In January 2000, III entered into an agreement with
Apple Realty, Inc. (dba Hollywood Riviera Studios), for the rights to market
pre-recorded personal and sales development multimedia success programs. The
agreement specifies that the Company shall pay a 20% royalty to Apple Realty,
Inc. on gross sales for all of these programs sold between April 1, 1999 and
March 31, 2002. In consideration for these rights, the Company entered into a
stock subscription agreement for 517,241 shares of common stock, with a trading
value of $150,000 ($0.29 per share). In addition, the Company issued 517,241
options at a market price of $0.3135 per share.
 
 During the current fiscal year ended March 31, 2003,
the receivable for unpaid stock subscription of $496,821 has been reversed out.
The 2,785,098 shares of stock issued remain outstanding at an issuance price of
$.04 per share. This balance of $111,402 has been accounted for as paid by an
offset against note payable to the related party that received the shares of
stock. The remaining unpaid balance of $385,417 has been reversed against
additional paid in capital. The Companies involved in the royalty agreement,
relating to the stock subscription, have agreed to reduce the price per share to
$.04, based on the lack of sales for the product generating the royalties and
the decrease in the value of the Company’s stock. Management feels the $0.04 per
share is the fair market value of the stock.
 
 NOTE 5NOTES
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, 2004 and 2003 was
    $2,640.
    
    
    $ 27,000L&M Media, Inc. (related through common
      officer) – Accounts payable for purchases, converted in to a Note in the
      year ended March 31, 2004. The Note is due on demand, unsecured and
      interest free.
    
    
    35,755Total notes payable
    
    $
    62,755
 23
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 NOTE 6RELATED ENTITIES
TRANSACTIONS
 
 George Morris is the President of III. As of March
31, 2003, Mr. Morris’ beneficial ownership percentages of related companies’
common stock is as follows:
 
 Internet Infinity, Inc.
    
    
    52.8
    %Electronic Media Central
      Corporation
    
    
    56.2
    %Morris & Associates, Inc.
    
    
    66.5
    %Apple Realty, Inc.
    
    
    100.00
    %
 
 The Company has notes payable to related parties on
March 31, 2004 as per follows:
 
 Notes Payable to:Anna Moras (Mother of the president of the
      Company), with interest at 6% per annum, due upon 90 days written notice.
      Interest expense for the years ended March 31, 2004 and 2003 on this note
      are $1,437 and $2,342, respectively.
    
    $
    14,652Apple Realty, Inc. (related through common
      officer), secured by assets of III. Interest shall accrue at 6% per annum,
      due and payable April 1, 2004. This note is in connection with consulting
      fees owed. Interest expense on this note for the years ended March 31,
      2004 and 2003 are $24,626 and $13,818, respectively.
    
    
    416,296Total notes payable – related
      parties
    
    $
    430,948
 24
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 The transactions between these companies during the
fiscal years ended March 31, 2004 and 2003 are as follows:
 
 2004
    
    
    2003III - consulting fees to Apple Realty,
      Inc.
    
    $
    75,000
    
    $
    120,000EMC - consulting fees to Apple Realty,
      Inc.
    
    
    30,000
    
    
    60,000M & A - consulting fees to Apple Realty,
      Inc.
    
    
    30,000
    
    
    60,000
 
 The Company utilizes office space, telephone and
utilities provided by L&M Media, Inc. at estimated fair market values, as
follows:
 
 Monthly
    
    
    AnnuallyRent
    
    $
    846
    
    $
    10,150Telephone
    
    
    846
    
    
    10,150Utilities
    
    
    846
    
    
    10,150$
    2,538
    
    $
    30,450
 
 III, M&A, and EMC have month-to-month agreements
with L&M Media, Inc. for a total monthly fee of $2,538 for the above
expenses. III and M&A each pay $624 per month. EMC paid $1,800 per month for
the first quarter, $1,950 per month for last three quarters.
 
 For the six month period ended September 30, 2003,
$30,000 in consulting fees was accrued as payable to Apple Realty, Inc. by EMC.
Per an agreement between III, EMC and Apple Realty, Inc., the consulting
arrangement was terminated effective, September 30, 2003 and an amount of
$60,000 was written off from the outstanding balance owed to Apple Realty, Inc.
The amount written off ($60,000) has been reflected as gain on settlement of
debt in the accompanying financial statements.
 
 NOTE 7DUE TO
OFFICER
 
 Due to officer on March 31, 2004 was as per
follows:
 
 25
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS


Unsecured note payable to George Morris, with
      interest at 6% per annum, with monthly installments of $3,000 beginning
      June 30, 2000. George Morris is the President of III. The Company has not
      made any principle payments to George Morris.
    
    
    $ 282,070Less Current Portion
    
    
    234,497Long-Term Portion
    
    $
    47,573
 
 Maturities of due to officer are as
follows:
 
 For the year ending March
    31,
    
    
    Classification
    
    
    AmountInterest payable
    
    
    Current
    
    $
    60,4972004
    
    
    Current
    
    
    138,0002005
    
    
    Current
    
    
    36,0002006
    
    
    Long-term
    
    
    36,0002007
    
    
    Long-term
    
    
    11,573$
    282,070
  Interest charged to expenses for the years ended
March 31, 2004 and 2003, on the above note were $ 15,571 and $14,168,
respectively.
 
 NOTE 8STOCKHOLDERS’ EQUITY
(DEFICIT)
 
 26
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
ELECTRONIC MEDIA CENTRAL
CORPORATION
NOTES TO COMBINED FINANCIAL
STATEMENTS
 In March 2003, III issued 8,000,000 shares of common
stock for relief of debt as follows:
 
 Shares
    
    
    Value
    
    
    Price Per ShareGeorge Morris
    
    
    4,700,000
    
    $
    65,800
    
    $
    0.014Anna Moras
    
    
    1,300,000
    
    
    18,200
    
    
    0.014Apple Realty, Inc.
    
    
    2,000,000
    
    
    28,000
    
    
    0.0148,000,000
    
    $
    112,000
 
 In June 2002, EMC issued 50,000 shares of common
stock at par value to employees as a bonus. The $1,000 is included in consulting
and legal expense.
 
 In March 2003, EMC issued 450,000 shares of common
stock for relief of debt as follows:
 
 Shares
    
    
    Value
    
    
    Price Per ShareGeorge Morris
    
    
    390,000
    
    $
    10,920
    
    $
    0.028Anna Moras
    
    
    60,000
    
    
    1,680
    
    
    0.028450,000
    
    $
    12,600
 
 In the year ended March 31, 2004, M&A approved
issuance of 500,000 shares of common stock to George Morris in settlement of
$500 of debt owed to George Morris. The Company has not issued such shares
through March 31, 2004.
 
 27
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 NOTE 9CONCENTRATIONS OF CREDIT
RISK
 
 For the fiscal year ended March 31, 2004 and 2003,
revenue from one customer represents 81% and 31% of the Company’s total revenue.
As of March 31, 2004, the receivable from this customer amounted to
$35,086.
 
 Morris & Associates, Inc.’s only supplier of
products is PacMax Corporation, a related party through common shareholder and
officer. As of March 31, 2004, the account payable to the supplier was not
significant.
 
 
 
 NOTE 10DEFERRED INCOME
TAXES
 
 The net deferred tax amounts included in the
accompanying combined balance sheet include the following amounts of deferred
tax assets and liabilities:
 
 Deferred tax asset –
non-current
    
    $
    483,661Deferred tax liability –
      non-current
    
    
    -Less valuation allowance
    
    
    (483,661
    )Net asset – non-current
    
    $
    -
 
 The deferred tax asset resulted from a net operating
loss carryforward for federal and state income tax purposes of approximately
$1,185,000. The net operating loss carryforward may be used to reduce taxable
income through the year 2024.
 
 There was no significant difference between
reportable income tax and statutory income tax.
 
 The Company has recorded a valuation allowance to
reflect the estimated amount of deferred tax asset, which may not be realized.
For the year ended March 31, 2004, valuation allowance increased by
$74,000.
 
 NOTE 11(PROVISION) FOR INCOME
TAXES
 
 28
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
 ELECTRONIC MEDIA CENTRAL
CORPORATION
 NOTES TO COMBINED FINANCIAL
STATEMENTS
 The components of the (provision) for income taxes
are as follow:
 
 2004
    
    
    2003Current
      (Provision)Federal
    
    $
    -
    
    $
    -State
    
    
    (2,400
    )
    
    (2,400
    )$
    2,400
    
    $
    2,400Deferred (Provision)Federal
    
    $
    -
    
    $
    -State
    
    
    -
    
    
    -$ -
    
    
    
    
    $
    -
 
 NOTE 12NET INCOME (LOSS) PER SHARE
 
 Following is a reconciliation of net income and
weighted average common shares outstanding for purposes of calculating basic and
diluted net income per share:
 
 2004
    
    
    2003Combined net loss
    
    $
    (187,592
    )
    $
    (376,491
    )Combined basic weighted average common shares
      outstanding
    
    
    20,218,780
    
    
    11,741,931Basic net loss per share
    
    $
    (0.009
    )
    $
    (0.032
    )Weighted average common shares
      outstanding
    
    
    20,218,780
    
    
    11,741,931Dilutive stock options
    
    
    N/A
    
    
    N/AWeighted average common shares outstanding for
      purposes of computing diluted net loss per share
    
    
    20,218,780
    
    
    11,741,931Dilutive net loss per share
    
    $
    (0.009
    )
    $
    (0.032
    )
  29
 INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
ELECTRONIC MEDIA CENTRAL
CORPORATION
NOTES TO COMBINED FINANCIAL
STATEMENTS NOTE 13STOCK
OPTIONS
 
 The Company’s 1996 stock option plan provides that
incentive stock options and nonqualified stock options to purchase common stock
may be granted to directors, officers, key employees, consultants, and
subsidiaries with an exercise price of up to 110% of market price at the date of
grant. Generally, options are exercisable one or two years from the date of
grant and expire three to ten years from the date of grant. As of March 31,
2003, the maximum of 4 million shares was approved for issuance under the plan
of which 2.33 million shares were available for future grants.
 
 For the years ended March 31, 2004, and 2003, the
Company granted no options.
 
 In electing to follow APBO No. 25, “Accounting for
Stock Issued to Employees,” the Company recognizes no compensation expense
related to employee stock options for the fiscal year ended March 31, 2004, and
2003, as no options are granted at a price below the market price on the date of
grant.
 
 Presented below is a summary of stock option plans’
activities for the years shown:
 
 Stock Options
    
    
    Weight-Average Exercise PriceOutstanding at March 31, 2002
    
    
    1,607,242
    
    
    0.280Granted
    
    
    -
    
    
    -Exercised
    
    
    -
    
    
    -Forfeited
    
    
    -
    
    
    -Expired
    
    
    (450,000
    )
    
    (0.158
    )Outstanding at March 31, 2003
    
    
    1,157,242
    
    
    0.327Granted
    
    
    -
    
    
    -Exercised
    
    
    -
    
    
    -Forfeited
    
    
    -
    
    
    -Expired
    
    
    (937,242
    )
    
    (0.308
    )Outstanding at March 31, 2004
    
    
    220,000
    
    
    0.400Shares exercisable at March 31,
      2004
    
    
    220,000
    
    
    0.400


Exercise prices for options outstanding as of March
31, 2004 range from $0.125 to $0.42. The following table summarizes information
for options outstanding and exercisable at March 3, 2004:

Options Outstanding
    Options ExercisableExercise Prices
    
    
    Stock Options Outstanding
    
    
    Weight Average Exercise Price
    
    
    Weighted Average Remaining Contractual
      Life
    
    
    Stock Options Exercisable
    
    
    Weight- Average Exercise Price$
    0.308-$0.314
    
    
    20,000
    
    
    0.311
    
    
    .1
    
    
    20,000
    
    
    0.311$
    0.4000-$0.4200
    
    
    200,000
    
    
    0.400
    
    
    .5
    
    
    200,000
    
    
    0.400220,000
    
    
    
    
    
    
    
    
    220,000

30

INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
ELECTRONIC MEDIA CENTRAL
CORPORATION
NOTES TO COMBINED FINANCIAL
STATEMENTS
NOTE 14SPIN-OFF OF ELECTRONIC MEDIA
CENTRAL CORPORATION

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

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

Information regarding EMC is as follows:

For the Year-To-Date
    PeriodsEnded March 31,2004
    
    
    2003Net Sales
    
    $
    325,900
    
    $
    297,820Cost and Expenses
    
    
    (325,044
    )
    
    (391,716
    )Income (Loss) Before Income
    Taxes
    
    
    856
    
    
    (93,896
    )Income Taxes
    
    
    (800
    )
    
    (800
    )Net Income (Loss)
    
    $
    56
    
    $
    (94,696
    )March 31,2004
    
    
    2003Current Assets
    
    $
    34,263
    
    $
    32,410Other Assets
    
    
    54,464
    
    
    -Total Assets
    
    $
    88,727
    
    $
    32,410Current Liabilities
    
    $
    117,094
    
    $
    60,833Long-Term Liabilities
    
    
    109,200
    
    
    109,200Stockholders’ Equity (Deficit)
    
    
    (137,567
    )
    
    (137,623
    )Total Liabilities and Stockholders’
      Equity
    
    
    $88,727
    
    
    $32,410
31
INTERNET INFINITY, INC., MORRIS & ASSOCIATES,
INC. AND
ELECTRONIC MEDIA CENTRAL
CORPORATION
NOTES TO COMBINED FINANCIAL
STATEMENTS
NOTE 15SPIN-OFF OF MORRIS &
ASSOCIATES, INC.

In July 2002, III spin-off, on a pro-rata basis,
M&A, its wholly owned subsidiary, to stockholders of record as of August 5,
2002. In accordance with APBO 23, paragraph 23, the spin-off has been accounted
for on a historical basis, as a tax-free distribution. The Company has not
requested or received a ruling from the Internal Revenue Service as to whether
this distribution qualifies as a non-taxable transaction. Each stockholder of
record at August 5, 2002, received a .048 share of M&A for each share of
III.

The Company had an investment of $500 in its wholly
owned subsidiary, M&A. In July 2002, the Company distributed its stock in
M&A to the Company’s stockholders as a stock dividend.

Information regarding M&A is as
follows:

For the Year-To-Date
    PeriodsEnded March 31,2004
    
    
    2003Net Sales
    
    $
    15,486
    
    $
    11,775Cost and Expenses
    
    
    (13,795
    )
    
    (87,669
    )(Loss) Before Income Taxes
    
    
    1,691
    
    
    (75,894
    )Income Taxes
    
    
    (800
    )
    
    (800
    )Net (Loss)
    
    $
    891
    
    $
    (76,694
    )March 31,2004
    
    
    2003Current Assets
    
    $
    3,066
    
    $
    1,394Total Assets
    
    $
    3,066
    
    $
    1,394Current Liabilities
    
    $
    78,369
    
    $
    17,288Long-Term Liabilities
    
    
    -
    
    
    60,300Stockholders’ Equity (Deficit)
    
    
    (75,303
    )
    
    (76,194
    )Total Liabilities and Stockholders’
      Equity
    
    
    $ 3,066
    
    
    $ 1,394

32


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

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

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

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

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

Internet Infinity delivered a copy of the Form 8-K
report to Caldwell, Becker, Dervin, Petrick & Co., L.L.P. on July 9, 2003,
and requested that Caldwell, Becker, Dervin, Petrick & Co., L.L.P. furnish
it with a letter addressed to the Securities and Exchange Commission (the “SEC”)
stating whether or not Caldwell, Becker, Dervin, Petrick & Co., L.L.P.
agrees with the above statements. Attached hereto as Exhibit 16 is a copy of the
letter of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. to the SEC dated
July 9, 2003.

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

ITEM 8A.CONTROLS AND
PROCEDURES

Evaluation of disclosure controls and
procedures. The Company’s management, with the
participation of the Company’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company’s disclosure controls
and procedures as of March 31, 2004. Based on this evaluation, the Company’s
Chief Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are effective for gathering, analyzing and
disclosing the information the Company is required to disclose in the reports it
files under the Securities Exchange Act of 1934, within the time periods
specified in the SEC’s rules and forms.

33


****
Changes in internal controls.
There were no significant changes in internal controls or other factors that
could significantly affect our internal controls subsequent to the date of our
evaluation.

PART III

ITEM 9.DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT

Internet Infinity's directors, officers and significant
employees occupying executive officer positions, their ages as of March 31,
2004, 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, 65
    Chairman of the Board of Directors - Acting
      President/CEO
      Vice President Marketing
    1996
    2005Roger Casas, 55
    Director
      Vice President Operations
    1999
    2005Shirlene Bradshaw, 65
    Member of the Board of Directors
      Business Manager
    1999
    2005

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

34


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

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.

Stock Options

During the last three fiscal years, the officers and
directors of Internet Infinity have received no Stock Options

Audit Committee and Audit Committee Financial
Expert

Our directors serve as our audit committee. There is no
financial expert serving on the audit committee.

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 is filed as an exhibit to this Form 10-K
annual report.


35


Compliance with Section 16 (a) of the Exchange
Act

Section 16(a) Beneficial Ownership Reporting
Compliance. Based solely upon a review of Forms 3, 4 and
5 and amendments thereto furnished to us with respect to our fiscal year ended
March 31, 2004 and any written representations furnished to us from a person
subject to Section 16(a) filing requirements that no Form 5 is required for such
period, no person who, at any time during the fiscal year, was a director,
officer or beneficial owner of more than ten percent of our common stock failed
to file on a timely basis reports required by Section 16(a) of the Exchange Act
during such fiscal year or prior fiscal years.

ITEM 10.EXECUTIVE
COMPENSATION

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

For George Morris

Long Term CompensationAwardsAnnual Compensation
    
    SecuritiesUnderlying
    PayoutsOther Annual
    Restricted
    Options/
    LTIP
    All OtherYear
    
    Salary
    Bonus
    Compensation
    Stock Awards
    SARS
    Payouts
    Compensation2004
    
    0
    0
    0
    0
    0
    0
    02003
    
    2,400
    0
    0
    0
    0
    0
    02002
    
    13,800
    0
    0
    0
    0
    0
    0
In a related party transaction, the Morris Group, a dba
of Apple Realty, Inc., received $120,000 in consulting fees for the fiscal year
ended March 31, 2002. George Morris is the president and owns 100% of Apple
Realty, Inc./dba Morris Group and is the president of Internet Infinity, Inc.,our chief executive officer and a director, and is the
controlling shareholder of Internet Infinity, Inc.

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

36


ITEM 11.SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth, as of March 31, 2004 the
number of shares of common stock of Internet Infinity beneficially owned by each
officer and director of Internet Infinity individually and as a group, and by
each owner of more than five percent of the common stock.

Percent ofNumber
    
    OutstandingName and Address
    
    of  Shares
    
    SharesApple Realty, Inc. d/b/aHollywood Riviera Studios (1)
    
    3,034,482
    
    16.2413 Avenue G, #1Redondo Beach, CA 90277George Morris, Chairman/CEO
    
    6,859,000
    
    36.6413 Avenue G, #1Redondo Beach, CA 90277Roger Casas, Vice President
    
    32,000
    
    (2
    )108 E. 228thStCarson, CA 90745Shirlene Bradshaw, Director
    
    30,500
    
    (2
    )1900 W. Artesia #38Gardena, Ca 90745Officers and Directorsas a group (3 persons)
    
    9,956,982
    
    53.2
________________________

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

(2)Less than 1
percent.

Changes in Control

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

37

ITEM 12.CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

Our company is under the control of George Morris, who
controls and is thereby thebeneficialownerof 52.8 percent of
all outstanding stock of Internet Infinity, Inc. He has aneconomicinterestin 52.8 percent of all outstanding
stock of Internet Infinity, Inc. The basis of his control and of his economic
interest are set forth in the following table:

1.George
Morris

a.He owns 100 percent ofApple
Realty, Inc.

i.It owns 16.2
percent ofInternet Infinity, Inc.

b.He owns 36.6
percent ofInternet Infinity, Inc.

Summary of George Morris’ Interest
Economic Interest
    
    
    Beneficial Interest1.00
    
    x
    
    
    .162
    
    =
    
    .162
    
    .1621.00
    
    x
    
    
    .366
    
    =
    
    .366
    
    .366.528
    
    .528
Special Interest Video Training
Programs

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

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

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

38


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

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

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

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

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

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

ITEM 13.EXHIBITS AND
REPORTS ON FORM 8-K

(a)Exhibits

The following exhibits are filed, by incorporation by
reference, as part of this Form 10-KSB:
39

ExhibitNumber
    Description of
  Exhibit2
    Certificate of Ownership and Merger of
      Morris & Associates, Inc., a California corporation, into
      Internet Infinity, Inc., a Delaware corporation3
    Articles of Incorporation of Internet Infinity,
      Inc.*3.1
    Amended Certificate of Incorporation of Internet
      Infinity, Inc.*3.2
    Bylaws of Internet Infinity,
  Inc.*10.1
    Master License and non-exclusive Distribution
      Agreement between Internet Infinity, Inc. and Lord & Morris
      Productions, Inc.*10.2
    Master License and Exclusive Distribution
      Agreement between L&M Media, Inc. and Internet Infinity,
      Inc.*10.3
    Master License and Exclusive Distribution
      Agreement between Hollywood Riviera Studios and Internet Infinity,
      Inc.*10.4
    Fulfillment Supply Agreement between Internet
      Infinity, Inc. and Ingram Book Company**14
    Code of Ethics for CEO and Senior Financial
      Officers+16
    Letter of July 9, 2003 of Caldwell, Becker,
      Dervin, Petrick & Co., L.L.P.agreeing with the
      statements made in the Form 8-K filed on July 9, 2003 by Internet
      Infinity, Inc., concerning Internet Infinity’s change of principal
      independent accountants.***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.

40
***Previously filed with Form 8-K 07-02-03; Commission File No. 0-27633
incorporated herein.
+Previously filed with Form 10-KSB 03-31-04; Commission File No.
0-27633incorporated herein.
(b)Reports on Form
8-K

None

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:

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, 2004
    
    $
    41,801Fiscal Year ended March 31, 2003
    
    $
    29,042

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, 2004
    
    $
    -0-Fiscal Year ended March 31, 2003
    
    $
    -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, 2004
    
    $
    1,217Fiscal Year ended March 31, 2003
    
    $
    3,227

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, 2004
    
    $
    -0-Fiscal Year ended March 31, 2003
    
    $
    -0-

41 
 Pre-Approval of Audit and Non-Audit Services.  The Audit Committee requires that it pre-approve all audit, review and
attest services and non-audit services before such services are
engaged.
 
   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.**Date: April 26, 2005
    By:
    /s/ George MorrisGeorge MorisChief Executive Officer
 
 In accordance with the Exchange Act, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 Date: April 26, 2005
    By:
    /s/ George MorrisGeorge MorrisChief Executive Officer and
Director
  Date: April 26, 2005
    By:
    /s/ Roger CasasRoger CasasDirector
  Date: April 26, 2005
    By:
    /s/ Shirlene BradshawShirlene BradshawDirector
  
 42
 
 INTERNET INFINITY, INC.
 
 COMMISSION FILE NO. 0-27633
 
 
 INDEX TO EXHIBITS
 
 AMENDMENT NO. 2 TO FORM
10-KSB
 FOR THE YEAR ENDED MARCH 31, 2004
 
 
 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 corporation3
    Articles of Incorporation of Internet Infinity,
      Inc.*3.1
    Amended Certificate of Incorporation of Internet
      Infinity, Inc.*3.2
    Bylaws of Internet Infinity,
  Inc.*10.1
    Master License and non-exclusive Distribution
      Agreement between Internet Infinity, Inc. and Lord & Morris
      Productions, Inc.*10.2
    Master License and Exclusive Distribution
      Agreement between L&M Media, Inc. and Internet Infinity,
      Inc.*10.3
    Master License and Exclusive Distribution
      Agreement between Hollywood Riviera Studios and Internet Infinity,
      Inc.*10.4
    Fulfillment Supply Agreement between Internet
      Infinity, Inc. and Ingram Book Company**14
    Code of Ethics for CEO and Senior Financial
      Officers+16
    Letter of July 9, 2003 of Caldwell, Becker,
      Dervin, Petrick & Co., L.L.P.agreeing with the
      statements made in the Form 8-K filed on July 9, 2003 by Internet
      Infinity, Inc., concerning Internet Infinity’s change of principal
      independent accountants.***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.

1
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 8-K 07-02-03; Commission File No. 0-27633 incorporated
herein.
+Previously filed with Form 10-KSB 03-31-04; Commission
File No. 0-27633incorporated
herein.
2