U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**AMENDMENT
        NO. 1 TO****FORM
        10-KSB**


x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


**FOR
      THE FISCAL YEAR ENDED MARCH 31, 2007**





OR





o
      TRANSITION UNDER
      SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      transition period from ________ to ________




**INTERNET
      INFINITY, INC.**


(Exact
      name of registrant as specified in its charter)




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




413
      Avenue G, #1


Redondo
      Beach, CA 90277


(310)
      318-2244


(Address
      and telephone number of registrant's principal


executive
      offices and principal place of business)




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





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


Common
      Stock, $0.001 par value





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





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





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





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





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





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





DOCUMENTS
      INCORPORATED BY REFERENCE





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





Transitional
      Small Business Disclosure Format (check one): Yes o No x









**TABLE
      OF CONTENTS**





PageItem
                1
            Description
                of Business
            
            1Business
                Development
            
            1Business
                of the Company
            
            1Suppliers
                and Sub-Contractors
            
            1Distribution
                Methods
            
            1Competition
            
            2Advertising
                and Promotion
            
            2Dependence
                on Major Customers, Management and Suppliers
            
            2Patents,
                Trademarks and Licenses
            
            2Government
                Approval and Regulations
            
            2Research
                and Development
            
            2Cost
                of Compliance with Environmental Laws
            
            2Seasonality
            
            2Employees
            
            3Item
                2
            Description
                of Property
            
            3Item
                3
            Legal
                Proceedings
            
            3Item
                4
            Submission
                of Matters to a Vote of Security Holders
            
            3Item
                5
            Market
                for Common Equity and Related Stockholder Matters
            
            3Item
                6
            Management’s
                Discussion and Analysis
            
            5Results
                of Operations
            
            5Sales
            
            5Gross
                Margin
            
            5Selling,
                General and Administrative Expenses
            
            5Net
                Profit (Loss)
            
            6Balance
                Sheet Items
            
            6Outlook
            
            6Off-Balance
                Sheet Arrangements
            
            7Contractual
                obligations
            
            7Item
                7
            Financial
                Statements
            
            8Item
                8
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            
            25Item
                8A
            Controls
                and Procedures
            
            25




ii




Item
                8B
            Other
                Information
            
            25Item
                9
            Directors,
                Executive Officers, Promoters and Control Persons;Compliance
                with Section 16(a) of the Exchange Act
            
            25Compliance
                with Section 16(a) of the Exchange Act
            
            27Audit
                Committee and Audit Committee Financial Expert
            
            27Code
                of Ethics
            
            27Item
                10
            Executive
                Compensation
            
            28Stock
                Options
            
            29Employment
                Contracts
            
            29Item
                11
            Security
                Ownership of Certain Beneficial Owners and Management
            
            29Item
                12
            Certain
                Relationships and Related Transactions
            
            30Item
                13
            Exhibits
            
            31Item
                14
            Principal
                Accountant Fees and Services
            
            32Signatures
            
            
            34





iii




**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS.**





**Business
      Development** **.**





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





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





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





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





**Business
      of the Company**





We
      have
      one principal product:





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





Suppliers
      and Sub-Contractors




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





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





Distribution
      Methods





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




1





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





Competition




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





Advertising
      and Promotion





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





Dependence
      on Major Customers





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





Patents,
      Trademarks and Licenses




We
      have
      no proprietary patents, trademarks or licenses.




Government
      Approval and Regulations





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





Research
      and Development





We
      have
      no budget for research and development.





Cost
      of Compliance with Environmental Laws





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





Seasonality





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




2





Employees





We
      employ
      one part-time person.





New
      Products & Services





No
      new
      products or services are planned.





**ITEM
      2.**  **PROPERTY.**





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





**ITEM
      3.**  **LEGAL
      PROCEEDINGS.**





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





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





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





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





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





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





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




3





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





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





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





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





**Recent
      Sales of Unregistered Securities** **.**





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





**Reports
      to Security Holders** **.**





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




4





**ITEM
      6.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS.**





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





**Results
      of Operations**





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





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





Sales





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





Gross
      Margin





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





Selling,
      General and Administrative Expense





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





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




5




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





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





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





Net
      Profit (Loss)





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





Balance
      Sheet Items





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





**Outlook**





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





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





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





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





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





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




6





**Off-Balance
      Sheet Arrangements**





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




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


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


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





**Contractual
      obligations**





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





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





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




7


**ITEM
      7.**  **FINANCIAL
      STATEMENTS.**




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





8


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




**INTERNET
                  INFINITY, INC.****BALANCE
                  SHEET****MARCH
                  31, 2007**
  **ASSETS****CURRENT
                  ASSETS**Cash
                  & cash equivalents
              
              
              
              
              **$**
              1,263Total
                  assets
              
              
              
              
              
              1,263**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****CURRENT
                  LIABILITIES**Accounts
                  payable & accrued expenses
              
              
              
              
              
              143,418Note
                  payable
              
              
              
              
              
              27,000Note
                  payable - related parties
              
              
              
              
              
              290,003Due
                  to officer
              
              
              
              
              
              170,939Due
                  to related party
              
              
              
              
              
              83,247Total
                  current liabilities
              
              
              
              
              
              714,606**STOCKHOLDERS'
                  DEFICIT**Preferred
                  stock, $.001 par value; 30,000,000 sharesauthorized,
                  none outstanding
              
              
              
              
              
              -Common
                  stock, $.001 par value; 100,000,000 sharesauthorized,
                  28,718,780 outstanding
              
              
              
              
              
              28,719Additional
                  paid in capital
              
              
              
              
              
              975,451Accumulated
                  deficit
              
              
              
              
              
              (1,717,513
              )Total
                  stockholders' deficit
              
              
              
              
              
              (713,343
              )Total
                  liabilities and stockholders' deficit
              
              
              
              
              **$**
              1,263
 The
          accompanying footnotes are an integral part of these financial
          statements.
  10
  **INTERNET
                  INFINITY, INC.****STATEMENTS
                  OF OPERATIONS****FOR
                  THE YEARS ENDED MARCH 31, 2007 AND
                  2006**
  **2007**
              
              **2006****Net
                  revenues**
              
              $
              5,411
              
              $
              42,103**Cost
                  of sales**
              
              
              4,329
              
              
              22,120Gross
                  profit
              
              
              1,082
              
              
              19,983**Operating
                  expenses**Professional
                  fees
              
              
              34,059
              
              
              39,645Salaries
                  and related expenses
              
              
              30,651
              
              
              30,651Consulting
                  fees to related party
              
              
              6,000
              
              
              16,500Other
              
              
              20,440
              
              
              20,022Total
                  operating expenses
              
              
              91,151
              
              
              106,819**Loss
                  from operations**
              
              
              (90,069
              )
              
              (86,836
              )Non-operating
                  income (expense):Interest
                  expense
              
              
              (44,749
              )
              
              (43,544
              )Gain
                  on settlement of debts
              
              
              5,274
              
              
              90,426Total
                  other income (expense)
              
              
              (39,475
              )
              
              46,882**Loss
                  before income taxes**
              
              
              (129,544
              )
              
              (39,953
              )Provision
                  for income taxes
              
              
              800
              
              
              800**Net
                  loss**
              
              $
              (130,344
              )
              $
              (40,753
              )**Basic
                  & diluted weighted average number of****common
                  stock outstanding**
              
              
              21,239,328
              
              
              18,718,780**Basic
                  & diluted net loss per share**
              
              $
              (0.01
              )
              $
              (0.00
              )
 Weighted
          average number of shares used to compute basis and diluted loss per share
          is the
          same since the effect of dilutive securities is anti-dilutive
 The
          accompanying footnotes are an integral part of these financial
          statements.
  11
  **INTERNET
                  INFINITY, INC.****STATEMENTS
                  OF STOCKHOLDERS' DEFICIT****FOR
                  THE YEARS ENDED MARCH 31, 2007 AND
                  2006**
 **Common
                    stock**
                
                
                
                
                
                **Total****Number
                    of**
                
                
                
                **Additional**
                
                **Accumulated**
                
                **stockholders'****shares**
                
                **Amount**
                
                **paid
                    in capital**
                
                **deficit**
                
                **deficit****Balance
                    as of March 31, 2005**
                
                
                18,718,780
                
                $
                18,719
                
                $
                735,451
                
                $
                (1,546,416
                )
                $
                (792,246
                )Net
                    loss for the year
                
                
                -
                
                
                -
                
                
                -
                
                
                (40,753
                )
                
                (40,753
                )**Balance
                    as of March 31, 2006**
                
                
                18,718,780
                
                
                18,719
                
                
                735,451
                
                
                (1,587,169
                )
                
                (832,999
                )Shares
                    issued part for debt settlement and part for cash
                
                
                10,000,000
                
                
                10,000
                
                
                240,000
                
                
                -
                
                
                250,000Net
                    loss for the year
                
                
                -
                
                
                -
                
                
                -
                
                
                (130,344
                )
                
                (130,344
                )**Balance
                    as of March 31, 2007**
                
                
                28,718,780
                
                $
                28,719
                
                $
                975,451
                
                $
                (1,717,513
                )
                $
                (713,343
                )
 The
              accompanying footnotes are an integral part of these financial
              statements.
  
 12
 
 **INTERNET
                  INFINITY, INC.****STATEMENTS
                  OF CASH FLOWS****FOR
                  THE YEARS ENDED MARCH 31, 2007 AND 2006**
  **2007**
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (130,344
              )
              $
              (40,753
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Related
                  party note payable issued for consulting fees and office expense
              
              
              -
              
              
              7,800Increase
                  in accounts payable and accrued expenses
              
              
              21,443
              
              
              21,323Increase/
                  (decrease) in due to related company
              
              
              56,720
              
              
              (71,786
              )Net
                  cash used in operating activities
              
              
              (52,182
              )
              
              (83,416
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Increase
                  (decrease) in due to officer
              
              
              19,420
              
              
              84,241Proceeds
                  from shares issued
              
              
              28,000
              
              
              -Proceeds
                  from notes payable - related party
              
              
              4,800
              
              
              -Net
                  cash provided by financing activities
              
              
              52,220
              
              
              84,241NET
                  INCREASE IN CASH & CASH EQUIVALENTS
              
              
              38
              
              
              826**CASH
                  & CASH EQUIVALENTS, BEGINNING BALANCE**
              
              
              1,225
              
              
              399**CASH
                  & CASH EQUIVALENTS, ENDING BALANCE**
              
              $
              1,263
              
              $
              1,225**SUPPLEMENTARY
                  DISCLOSURES OF CASH FLOW INFORMATION:**Interest
                  paid during the year
              
              $
              -
              
              $
              36,000Taxes
                  paid during the year
              
              $
              -
              
              $
              -**SUPPLEMENTARY
                  DISCLOSURES OF NON -CASH FLOW INFORMATION:**Stock
                  issued for debt settlement
              
              $
              222,000
              
              $
              -
 
 The
        accompanying footnotes are an integral part of these financial
        statements.
 
 13
 **INTERNET
        INFINITY, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
  **NOTE
        1**  **ORGANIZATION**
 
 Internet
        Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
        on October 27, 1995. III is in the business of distribution of electronic
        media
        duplication services and electronic blank media. The Company was re-incorporated
        in Nevada on December 17, 2004.
 
 **NOTE
        2**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Use
        of estimates**
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 **Cash
        and cash equivalents**
 
 The
        Company considers all liquid investments with a maturity of three months
        or less
        from the date of purchase that are readily convertible into cash to be cash
        equivalents.
 
 **Accounts
        Receivable**
 
 The
        Company maintains reserves for potential credit losses on accounts receivable.
        Management reviews the composition of accounts receivable and analyzes
        historical bad debts, customer concentrations, customer credit worthiness,
        current economic trends and changes in customer payment patterns to evaluate
        the
        adequacy of these reserves. Reserves are recorded primarily on a specific
        identification basis. Accounts receivable and allowance for doubtful debts
        amounted to $0 as at March 31, 2007.
 
 **Property
        and Equipment**
 
 Capital
        assets are stated at cost. Equipment consisting of computers is carried at
        cost.
        Depreciation of equipment is provided using the straight-line method over
        the
        estimated useful lives of the assets. Expenditures for maintenance and repairs
        are charged to expense as incurred. The Company did not have any property
        and
        equipment at March 31, 2007.
 
 **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.
  14
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **Accounts
        payable and accrued expenses**
 
 Accounts
        payable and accrued expenses consist of the following at March 31,
        2007:
 Accounts
                    payable
                
                $
                20,625Accrued
                    taxes
                
                
                3,200Accrued
                    interest
                
                
                104,593Accrued
                    accounting
                
                
                15,000$
                142,418
 
 **Income
        taxes**
 
 The
        Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
        the
        recognition of deferred tax assets and liabilities for the expected future
        tax
        consequences of events that have been included in the financial statements
        or
        tax returns. Under this method, deferred income taxes are recognized for
        the tax
        consequences in future years of differences between the tax bases of assets
        and
        liabilities and their financial reporting amounts at each period end based
        on
        enacted tax laws and statutory tax rates applicable to the periods in which
        the
        differences are expected to affect taxable income. Valuation allowances are
        established, when necessary, to reduce deferred tax assets to the amount
        expected to be realized.
 
 The
        Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
        for Income Taxes." Deferred taxes are provided on the liability method whereby
        deferred tax assets are recognized for deductible temporary differences,
        and
        deferred tax liabilities are recognized for taxable temporary differences.
        Temporary differences are the differences between the reported amounts of
        assets
        and liabilities and their tax bases. Deferred tax assets are reduced by a
        valuation allowance when, in the opinion of management, it is more likely
        than
        not that some portion or all of the deferred tax assets will not be realized.
        Deferred tax assets and liabilities are adjusted for the effects of changes
        in
        tax laws and rates on the date of enactment. For the years ended March 31,
        2007
        and 2006, such differences were insignificant.
  15
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **Stock-based
        compensation**
 
 The
        Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
        No. 123R”), under the modified-prospective transition method on
        January 1, 2006. SFAS No. 123R requires companies to measure and
        recognize the cost of employee services received in exchange for an award
        of
        equity instruments based on the grant-date fair value. Share-based compensation
        recognized under the modified-prospective transition method of SFAS
        No. 123R includes share-based compensation based on the grant-date fair
        value determined in accordance with the original provisions of SFAS
        No. 123, Accounting for Stock-Based Compensation, for all share-based
        payments granted prior to and not yet vested as of January 1, 2006 and
        share-based compensation based on the grant-date fair-value determined in
        accordance with SFAS No. 123R for all share-based payments granted after
        January 1, 2006. SFAS No. 123R eliminates the ability to account for
        the award of these instruments under the intrinsic value method prescribed
        by
        Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock
        Issued to Employees, and allowed under the original provisions of SFAS
        No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted
        for our stock option plans using the intrinsic value method in accordance
        with
        the provisions of APB Opinion No. 25 and related interpretations. The
        company did not have any options or warrants outstanding as at March 2007
        and
        2006.
 
 **Fair
        value of financial instruments**
 
 Statement
        of financial accounting standard No. 107, Disclosures about fair value of
        financial instruments, requires that the Company disclose estimated fair
        values
        of financial instruments. The carrying amounts reported in the statements
        of
        financial position for current assets and current liabilities qualifying
        as
        financial instruments are a reasonable estimate of fair value.
 
 **Basic
        and Diluted Earnings Per Share**
 
 E arnings
        per share is calculated in accordance with the Statement of financial accounting
        standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded
        Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for
        all
        periods presented has been restated to reflect the adoption of SFAS No. 128.
        Basic net loss per share is based upon the weighted average number of common
        shares outstanding. Diluted net loss per share is based on the assumption
        that
        all dilutive convertible shares and stock options were converted or exercised.
        Dilution is computed by applying the treasury stock method. Under this method,
        options and warrants are assumed to be exercised at the beginning of the
        period
        (or at the time of issuance, if later), and as if funds obtained thereby
        were
        used to purchase common stock at the average market price during the period.
  16
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **Revenue
        Recognition**
 
 The
        Company's revenue recognition policies are in compliance with Staff accounting
        bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
        customers when a formal arrangement exists, the price is fixed or determinable,
        the delivery is completed, no other significant obligations of the Company
        exist
        and collectibility is reasonably assured.
 
 **Issuance
        of shares for service**
 
 The
        Company accounts for the issuance of equity instruments to acquire goods
        and
        services based on the fair value of the goods and services or the fair value
        of
        the equity instrument at the time of issuance, whichever is more reliably
        measurable.
 
 **Segment
        Reporting**
 
 Statement
        of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
        Segments of an Enterprise and Related Information" requires use of the
        "management approach" model for segment reporting. The management approach
        model
        is based on the way a company's management organizes segments within the
        company
        for making operating decisions and assessing performance. Reportable segments
        are based on products and services, geography, legal structure, management
        structure, or any other manner in which management disaggregates a company.
        SFAS
        131 has no effect on the Company’s financial statements as substantially all of
        the Company's operations are conducted in one industry segment.
 
 **Reclassifications**
 
 Certain
        comparative amounts have been reclassified to conform with the current year's
        presentation.
 
 **Recent
        Pronouncements**
 
 In
        February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
        Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
        Derivative Instruments and Hedging Activities", and SFAS No. 140, "Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities".  SFAS No. 155, permits fair value remeasurement for any
        hybrid financial instrument that contains an embedded derivative that otherwise
        would require bifurcation, clarifies which interest-only strips and
        principal-only strips are not subject to the requirements of SFAS No. 133,
        establishes a requirement to evaluate interest in securitized financial assets
        to identify interests that are freestanding derivatives or that are hybrid
        financial instruments that contain an embedded derivative requiring bifurcation,
        clarifies that concentrations of credit risk in the form of subordination
        are
        not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition
        on the qualifying special-purpose entity from holding a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument.  This statement is effective for all financial
        instruments acquired or issued after the beginning of the Company's first
        fiscal
        year that begins after September 15, 2006.  The management is currently
        evaluating the effect of this pronouncement on financial
        statements.
  17
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 In
        March
        2006 FASB issued SFAS 156, “Accounting for Servicing of Financial Assets.” This
        Statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing
        of Financial Assets and Extinguishments of Liabilities,” ** with
        respect to the accounting for separately recognized servicing assets and
        servicing liabilities. This Statement:
 
 1.
              Requires
                  an entity to recognize a servicing asset or servicing liability
                  each time
                  it undertakes an obligation to service a financial asset by entering
                  into
                  a servicing contract.
 
 2.
              Requires
                  all separately recognized servicing assets and servicing liabilities
                  to be
                  initially measured at fair value, if practicable.
 
 3.
              Permits
                  an entity to choose ‘Amortization method’ or ‘Fair value measurement
                  method’ for each class of separately recognized servicing assets and
                  servicing liabilities.
 
 4.
              At
                  its initial adoption, permits a one-time reclassification of
                  available-for-sale securities to trading securities by entities
                  with
                  recognized servicing rights, without calling into question the
                  treatment
                  of other available-for-sale securities under Statement 115, provided
                  that
                  the available-for-sale securities are identified in some manner
                  as
                  offsetting the entity’s exposure to changes in fair value of servicing
                  assets or servicing liabilities that a servicer elects to subsequently
                  measure at fair value.
 
 5.
              Requires
                  separate presentation of servicing assets and servicing liabilities
                  subsequently measured at fair value in the Balance Sheet and additional
                  disclosures for all separately recognized servicing assets and
                  servicing
                  liabilities.
 
 This
        Statement is effective as of the beginning of the Company’s first fiscal year
        that begins after September 15, 2006. The
        management is currently evaluating the effect of this pronouncement on financial
        statements.
 
 In
        September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice. This Statement is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.
  18
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 In
        September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
        Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
        88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
        employer to recognize the overfunded or underfunded status of a defined benefit
        postretirement plan (other than a multiemployer plan) as an asset or liability
        in its statement of financial position and to recognize changes in that funded
        status in the year in which the changes occur through comprehensive income
        of a
        business entity or changes in unrestricted net assets of a not-for-profit
        organization. This Statement also improves financial reporting by requiring
        an
        employer to measure the funded status of a plan as of the date of its year-end
        statement of financial position, with limited exceptions. An employer with
        publicly traded equity securities is required to initially recognize the
        funded
        status of a defined benefit postretirement plan and to provide the required
        disclosures as of the end of the fiscal year ending after December 15, 2006.
        An
        employer without publicly traded equity securities is required to recognize
        the
        funded status of a defined benefit postretirement plan and to provide the
        required disclosures as of the end of the fiscal year ending after June 15,
        2007. However, an employer without publicly traded equity securities is required
        to disclose the following information in the notes to financial statements
        for a
        fiscal year ending after December 15, 2006, but before June 16, 2007, unless
        it
        has applied the recognition provisions of this Statement in preparing those
        financial statements:
  a.
              A
                  brief description of the provisions of this Statement
  b.
              The
                  date that adoption is required
  c.
              The
                  date the employer plans to adopt the recognition provisions of
                  this
                  Statement, if earlier.
  The
        requirement to measure plan assets and benefit obligations as of the date
        of the
        employer’s fiscal year-end statement of financial position is effective for
        fiscal years ending after December 15, 2008. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.
 
 In
        February 2007, FASB issued FASB Statement No. 159, The Fair Value Option
        for
        Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
        years beginning after November 15, 2007. Early adoption is permitted subject
        to
        specific requirements outlined in the new Statement. Therefore, calendar-year
        companies may be able to adopt FAS 159 for their first quarter 2007 financial
        statements.
 
 The
        new
        Statement allows entities to choose, at specified election dates, to measure
        eligible financial assets and liabilities at fair value that are not otherwise
        required to be measured at fair value. If a company elects the fair value
        option
        for an eligible item, changes in that item's fair value in subsequent reporting
        periods must be recognized in current earnings. FAS 159 also establishes
        presentation and disclosure requirements designed to draw comparison between
        entities that elect different measurement attributes for similar assets and
        liabilities. The management is currently evaluating the effect of this
        pronouncement on financial statements.
 
 19
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **NOTE
        3**  **UNCERTAINTY
        OF ABILITY TO CONTINUE AS A GOING CONCERN**
 
 The
        Company's financial statements are prepared using the generally accepted
        accounting principles applicable to a going concern, which contemplates the
        realization of assets and liquidation of liabilities in the normal course
        of
        business. However, the Company has incurred significant losses and has an
        accumulated deficit of $1,717,513 at March 31, 2007. The Company incurred
        net
        losses of $130,344 and $40,753 for the years ended March 31, 2007 and 2006,
        respectively.
 
 In
        view
        of the matters described above, recoverability of a major portion of the
        recorded asset amounts shown in the accompanying balance sheets is dependent
        upon continued operations of the Company, which in turn is dependent upon
        the
        Company’s ability to raise additional capital, obtain financing and to succeed
        in its future operations. The financial statements do not include any
        adjustments relating to the recoverability and classification of recorded
        asset
        amounts or amounts and classification of liabilities that might be necessary
        should the Company be unable to continue as a going concern.
 
 Management
        has taken the following steps to revise its operating and financial
        requirements, which it believes are sufficient to provide the Company with
        the
        ability to continue as a going concern. The Company is actively pursuing
        additional funding and potential merger or acquisition candidates and strategic
        partners, which would enhance stockholders’ investment. Management believes that
        the above actions will allow the Company to continue operations through the
        next
        fiscal year.
 
 **NOTE
        4**  **NOTES
        PAYABLE**
 
 Five
                  notes payable with various unrelated individuals. The notes are
                  due upon
                  90 days written notice from the individuals. The notes are unsecured,
                  with
                  interest ranging from 6% to 12% payable quarterly. The notes have
                  been
                  outstanding since 1990. Interest expense for the year ended March
                  31, 2007
                  and 2006 was $2,640 and $2,640.
              
              $
              27,000
 
 **NOTE
        5**  **RELATED
        ENTITIES TRANSACTIONS**
 
 George
        Morris is the chairman of the Board of directors of the Company. As of March
        31,
        2007, Mr. Morris’ beneficial ownership percentages of related companies’ common
        stock is as follows:
 
 Internet
                  Infinity, Inc. (The Company)
              
              
              85.06
              %Morris
                  & Associates, Inc.
              
              
              71.30
              %Electronic
                  Media Central, Corp.
              
              
              82.87
              %Apple
                  Realty, Inc.
              
              
              100.00
              %L&M
                  Media, Inc.
              
              
              100.00
              %
  20
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 The
        Company has notes payable to related parties on March 31, 2007 as
        follows:
 
 Notes
                  Payable to:Anna
                  Moras (mother of the chairman of the Company), with interest at
                  6% per
                  annum, due upon 90 days written notice. Interest expense for the
                  years
                  ended March 31, 2007 and 2006 on this note are $1,718 and $1,618,
                  respectively.
              
              $
              14,652Apple
                  Realty, Inc. (related through common ownership), secured by assets
                  of III,
                  past due and payable upon demand. Interest shall accrue at 6% per
                  annum.
                  This note is in connection with consulting fees and office expenses
                  owed.
                  Interest expense on this note for the years ended March 31, 2007
                  and 2006
                  are $18,337 and $16,938, respectively.
              
              
              239,596L&M
                  Media, Inc. (related through common officer) - Accounts payable
                  for
                  purchases, converted in to a Note the three month period ended
                  June 30,
                  2004. The Note is due on demand, unsecured and interest shall accrue
                  at 6%
                  per annum. Interest expense on this note for the years ended March
                  31,
                  2007 and 2006 are $2,585 and $2,435, respectively.
              
              
              35,755Total
                  notes payable - related parties
              
              $
              290,003
 
 The
        Company has a payable to officer of $170,939 as of March 31, 2007 as per
        follows:
  Unsecured
                  miscellaneous payable upon demand to George Morris, with interest
                  at 6%
                  per annum, with monthly installments of $3,000 beginning June 30,
                  2000.
                  George Morris is the chairman of the Company. The Company has not
                  made any
                  principle payments to George Morris and is in default of this note.
              
              
              Current
              
              $
              92,473Interest
                  payable - Officer
              
              
              Current
              
              $
              15,032Note
                  payable - OfficerUnsecured
                  note payable upon demand to George Morris, with interest at 6%
                  per annum.
                  The Company has not made any principle payments to George Morris
                  and is in
                  default of this note.
              
              
              Current
              
              
              63,433$
              170,939
 
 21
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 Interest
        charged to expenses for the years ended March 31, 2007 and 2006, on the above
        note were $19,470 and $16,301, respectively.
 
 On
        December 29, 2006, the company issued 10,000,000 shares to L&M Media, Inc.,
        in exchange of cash of $28,000 and $222,000 owed to George Morris, chairman
        of
        the board of directors, chief financial officer, and controlling shareholder
        of
        the Company.
 
 The
        Company settled a balance due to a party related through common shareholder
        and
        officer of the Company amounting $90,426 and recognized a gain from settlement
        for the same amount during the year ended March 31, 2006.
 
 The
        Company utilizes office space, telephone and utilities provided by Apple
        Realty,
        Inc. at estimated fair market values, as follows:
 
 Monthly
              
              AnnuallyRent
              
              $
              100
              
              $
              1,200Telephone
              
              
              100
              
              
              1,200Utilities
              
              
              100
              
              
              1,200Office
                  Expense
              
              
              100
              
              
              1,200$
              400
              
              $
              4,800
 
 The
        Company has a month-to-month agreements with Apple Realty, Inc. for a total
        monthly fee of $400 for the above expenses.
 
 The
        Company paid $6,000 consulting fees to parties related through common
        shareholder and officer of the Company.
 
 **NOTE
        6**  **CONCENTRATIONS
        OF CREDIT RISK**
 
 For
        the
        fiscal year ended March 31, 2007 and March 31, 2006, the Company had one
        vendor,
        a party related through common officer and shareholder, who represented 100%
        of
        total purchases. Accounts payable balance outstanding as of March 31, 2007
        for
        this supplier was $0.
  22
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **NOTE
        7**  **INCOME
        TAXES**
 
 No
        provision was made for federal income tax for the year ended March 31, 2007
        and
        2006, since the Company had significant net operating loss. The net operating
        loss carryforwards may be used to reduce taxable income through the year
        2026.
        The availability of the Company’s net operating loss carryforwards are subject
        to limitation if there is a 50% or more positive change in the ownership
        of the
        Company’s stock. The provision for income taxes consists of the state minimum
        tax imposed on corporations.
 
 The
        net
        operating loss carryforward for federal and state income tax purposes of
        approximately $1,135,530 as of March 31, 2007.
 
 The
        Company has recorded a 100% valuation allowance for the deferred tax asset
        due
        to the uncertainty of its realization.
 
 The
        components of the net deferred tax asset are summarized below:
 
 Deferred
                  tax asset - net operating loss
              
              $
              454,185Less
                  valuation allowance
              
              
              (454,185)
              )Net
                  deferred tax asset
              
              $
              -
 
 The
        following is a reconciliation of the provision for income taxes at the U.S.
        federal income tax rate to the income taxes reflected in the Statement of
        Operations:
 
 March
                  31,2007
              
              2006Tax
                  expense (credit) at statutory rate-federal
              
              
              (34
              )%
              
              (34
              )%State
                  tax expense net of federal tax
              
              
              (6
              )
              
              (6
              )Changes
                  in valuation allowance
              
              
              40
              
              
              40Tax
                  expense at actual rate
              
              
              -
              
              
              -
  23
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 Income
        tax expense consisted of the following:
 
 2007
              
              2006Current
                  tax expense:Federal
              
              $
              -
              
              $
              -State
              
              
              800
              
              
              800Total
                  current
              
              $
              800
              
              $
              800Deferred
                  tax credit:Federal
              
              $
              44,317
              
              $
              13,856State
              
              
              7,821
              
              
              2,445Total
                  deferred
              
              $
              52,138
              
              $
              16,301Less:
                  valuation allowance
              
              
              (52,138
              )
              
              (16,301
              )Net
                  deferred tax credit
              
              
              -
              
              
              -Tax
                  expense
              
              $
              800
              
              $
              800
 
 **NOTE
        8**  **STOCK
        OPTIONS**
 
 The
        Company’s 1996 stock option plan provides that incentive stock options and
        nonqualified stock options to purchase common stock may be granted to directors,
        officers, key employees, consultants, and subsidiaries with an exercise price
        of
        up to 110% of market price at the date of grant. Generally, options are
        exercisable one or two years from the date of grant and expire three to ten
        years from the date of grant.
 
 For
        the
        years ended March 31, 2007, and 2006, the Company granted no
        options.
 
 24





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





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





**ITEM
              8A.**
            **CONTROLS
                AND PROCEDURES.**




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




**Internal
        control over financial reporting.**
 
 Management’s
        annual report on internal control over financial reporting .
        The
        registrant’s management recognizes its responsibility for establishing and
        maintaining adequate internal control over financial reporting for the
        registrant. Currently, the registrant is operating as a caretaker entity,
        keeping the corporation alive and in good standing with the Commission. All
        debit and credit transactions with the company’s bank accounts are reviewed by
        the officers as well as all communications with the company’s creditors. The
        directors meet frequently - as often as weekly - to discuss and review the
        financial status of the company and all developments regarding its search
        for a
        reverse merger partner. All filings of reports with the Commission are reviewed
        before filing by all directors.
 
 Management
        assesses the company’s control over financial reporting at the end of its most
        recent fiscal year to be effective. It detects no material weaknesses in
        the
        company’s internal control over financial reporting.
 
 This
        annual report does not include an attestation report of the company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the company’s registered
        public accounting firm pursuant to temporary rules of the Securities and
        Exchange Commission that permit the company to provide only management’s report
        in this annual report.
 
 There
        has
        been no change in our internal control over financial reporting identified
        in
        connection with the evaluation required by Commission rules that occurred
        during
        our last fiscal quarter that has materially affected, or is reasonably likely
        to
        materially affect, our internal control over financial
        reporting.




**ITEM
              8B.**
            **OTHER
                INFORMATION.**





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





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





Internet
      Infinity's directors, officers and significant employees occupying executive
      officer positions, their ages as of March 31, 2007, the directors' terms of
      office and the period each director has served are set forth in the following
      table:




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




25




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





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




26





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





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





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




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





**Audit
      Committee and Audit Committee Financial Expert**





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





**Code
      of Ethics**





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




27





**ITEM
      10.**  **EXECUTIVE
      COMPENSATION.**





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





SUMMARY
      COMPENSATION TABLE





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





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END





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





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





**Compensation
      of Directors**





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




28





DIRECTOR
      COMPENSATION





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





**Stock
      Options** **.**





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





**Employment
      Contracts** **.**





We
      have
      no employment contracts.





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





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





The
      table
      below sets forth, as of June 19, 2007 the number of shares of common stock
      of
      Internet Infinity beneficially owned by each officer and director of Internet
      Infinity individually and as a group, and by each owner of more than five
      percent of the common stock.





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





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





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





(3)
            Less
                than 1 percent.




29




**Changes
      in Control**





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





**ITEM**  **12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**





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





1.  George
      Morris





a.
            He
                owns 100 percent ofApple
                Realty, Inc., Hollywood RivieraStudios
                and L&M Media, Inc.that collectively own 61.2% ofInternet
                Infinity, Inc.





b.
            He
                owns 23.9 percent ofInternet
                Infinity, Inc.





Summary
      of George Morris’ Interest





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




30




**ITEM
      13.**  **EXHIBITS.**





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


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





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




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




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





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





31





**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**





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





Fiscal
                Year ended March 31, 2007
            
            $
            24,000Fiscal
                Year ended March 31, 2006
            
            $
            24,000





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




Fiscal
                Year ended March 31, 2007
            
            $
            -0-Fiscal
                Year ended March 31, 2006
            
            $
            -0-





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





Fiscal
                Year ended March 31, 2007
            
            $
            -0-Fiscal
                Year ended March 31, 2006
            
            $
            -0-





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





Fiscal
                Year ended March 31, 2007
            
            $
            -0-Fiscal
                Year ended March 31, 2006
            
            $
            -0-




32




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





33


**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.


DATED:
              August 11, 2008
            INTERNET
              INFINITY,
              INC.By:
            */s/
                Roger Casas*Roger
                Casas, Chief Executive Officer




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


DATED:
              August 11, 2008
            
            */s/
              George Morris*George
                Morris, Chief Financial Officer,
              President
                and Director




DATED:
              August 11, 2008
            
            */s/
                Shirlene Bradshaw*Shirlene
                Bradshaw, Director




34




**INTERNET
      INFINITY, INC.**





COMMISSION
      FILE NO. 0-27633





**INDEX
      TO EXHIBITS**





**AMENDMENT
        NO. 1 TO FORM 10-KSB**


**FOR
      THE YEAR ENDED MARCH 31, 2007**




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





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





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





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





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





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





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