U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




AMENDMENT
      NO. 1 TO




**FORM
      10-K**


x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


**FOR
      THE FISCAL YEAR ENDED MARCH 31, 2008**





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
            0-27633
            95-4679342(state
                of
              incorporation)
            (Commission
                File Number)
            (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 registrant is a well-known seasoned issuer, as defined in Rule
      405
      of the Securities Act. Yes oNo x





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. Yes oNo
x





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or 15(d) of the Securities Exchange Act during the past twelve months (or for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes
xNo o










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




State
      issuer’s revenues for its most recent fiscal year: $3,805





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 $0.025 average bid and asked
      price of such common equity, as of July 11, 2008: $1,056,771.





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


Smaller
      reporting company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNo
o





As
      of
      July 11, 2008, there were 28,718,780 shares of the Registrant's Common Stock,
      par value $0.001 per share, outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE





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





Transitional
      Small Business Disclosure Format (check one): Yes oNo x




ii


**TABLE
      OF CONTENTS**


**PART
                  I**ITEM
                  1
              Business
              1ITEM
                  2
              Properties
              3ITEM
                  3
              Legal
                  Proceedings
              3ITEM
                  4
              Submission
                  of Matters to a Vote of Security Holders
              3**PART
                  II**ITEM
                  5
              Market
                  for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                  Purchases of Equity SecuritiesITEM
                  7
              Management’s
                  Discussion and Analysis of Financial Condition and
              3Results
                  of Operations
              5ITEM
                  8
              Financial
                  Statements and Supplementary Data
              7ITEM
                  9
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              25ITEM 9A(T)
              Controls
                  and Procedures
              25ITEM
                  9B
              Other
                  Information
              26**PART
                  III**ITEM
                  10
              Directors,
                  Executive Officers and Corporate Governance
              26ITEM
                  11
              Executive
                  Compensation
              31ITEM
                  12
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              32ITEM
                  13
              Certain
                  Relationships and Related Transactions, and Director Independence
              33ITEM
                  14
              Principal
                  Accounting Fees and Services
              34**PART
                  IV**ITEM
                  15
              Exhibits,
                  Financial Statement Schedules
              35




iii


**PART
      I**





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





**Business
      Development** **.**





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





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





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




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





**Our
      Business** **.**





We
      have
      one principal product:





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





Suppliers
      and Sub-Contractors




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





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




1





Distribution
      Methods





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





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





Competition




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





Advertising
      and Promotion





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





Dependence
      on Major Customers





With
      only
      one large customer at $3,805 sales for fiscal 2008, 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.




2





Cost
      of Compliance with Environmental Laws





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





Seasonality





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





Employees





We
      employ
      one part-time person.





New
      Products & Services





No
      new
      products or services are planned.





**ITEM
      2.**  **PROPERTIES.**





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





**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
      2008 through the solicitation of proxies or otherwise.





**PART
      III**





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





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





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




3





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


High
              
              LowFY
                  2007
              
              
              1st
                  Qtr.
              
              
              0.026
              
              
              0.0252nd
                  Qtr.
              
              
              0.025
              
              
              0.0253rd
                  Qtr.
              
              
              0.025
              
              
              0.024th
                  Qtr.
              
              
              0.04
              
              
              0.02FY
                  2008
              
              
              1st
                  Qtr.
              
              
              0.03
              
              
              0.032nd
                  Qtr.
              
              
              0.03
              
              
              0.023rd
                  Qtr.
              
              
              0.02
              
              
              0.014th
                  Qtr.
              
              
              0.01
              
              
              0.01





On
      June
      12, 2008 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
      12, 2008 there were approximately 230 holders of record of our common stock.
      Some 2,308,564 shares of common stock are held in brokerage accounts under
      the
      record name of “Cede & Co.”





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





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





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





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





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




4





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





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





**Results
      of Operations**





The
      following table presents, as a percentage of sales, certain selected financial
      data for the two fiscal years ended March 31, 2008 and March 31,
      2007.





Years
                Ended 3-312007
            
            2008Sales
            
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            80.0
            
            
            80.0Gross
                margin
            
            
            20.0
            
            
            20.0Selling,
                general and administrative expenses
            
            
            (1,685.0
            )
            
            (2164.0
            )Interest
                income (expense)
            
            
            (827.0
            )
            
            (997.5
            )Net
                  income (loss) beforeincome taxes
            
            
            (2,394.0
            )
            
            (3141.0
            )





Sales





Sales
      decreased by $1,606 from $5,411 in the fiscal year ended March 31, 2007 to
      $3,805 in the fiscal year ended March 31, 2008, a decrease of 30.0 percent.
      The
      decrease in sales was attributable primarily to a lack of orders from our main
      customer due to competition.





Gross
      Margin





Gross
      margin decreased by 30 percent in fiscal year 2008 to $761 from 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 $8,817 from $91,151, in fiscal
      year 2007, to $82,334 in fiscal year 2008. A breakdown of the changes
      is:





·
            Consulting
                fees to related party increased very little to $9,867 in fiscal year
                2008
                from $6,200 in 2007





·
            Professional
                fees decreased little to $33,761 in fiscal year 2008 from $34,059
                in
                2007





·
                Other
                    expenses decreased to $16,750 in fiscal year 2008 from $20,440
                    in 2007 due
                    to lower sales.




5




·
            Salaries
                and related expense decreased from $30,651 for 2007 to 21,956 for
                2008.





Net
      Profit (Loss)





We
      had a
      net loss from operations, after a provision for income taxes, in the fiscal
      year
      ended March 31, 2008 of $119,527, or $0.004 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 $0.01 a share of common stock. The loss
      increased primarily due to a reduction in sales.





Balance
      Sheet Items





The
      net
      loss of $119,527 for the fiscal year ended March 31, 2008 increased the
      retained earnings deficit from $1,717,513 on March 31, 2007 to $1,927,465 on
      March 31, 2008. Our cash position decreased from $1,263 for the fiscal year
      ended March 31, 2007 to $990 for the fiscal year ended March 31, 2008. Accounts
      receivable net of allowance for doubtful accounts from non-affiliates remains
      unchanged at $0 at the end of fiscal year 2008 and 2007, while inventory
      remained unchanged at zero for the fiscal year ended March 31, 2008 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, 2009.
      Although sales and expenses could continue to decline and even if our company
      can generate a net profit and positive cash flow from operations, additional
      funds will be necessary for continued operation of the company.





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





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





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




6





**Off-Balance
      Sheet Arrangements**





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





·
            an
                obligation under a guarantee
                contract,


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


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


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





Our
      Company has signed a non-binding Letter of Intent “LOI” to merge with Toshiba
      Display Systems.





**ITEM
      8.**  **FINANCIAL
      STATEMENTS.**





**Page**Report
                of Independent Registered Public Accounting Firm
            
            
            8Balance
                Sheet at March 31, 2008 and 2007
            
            
            9Statement
                of Operations for the Years Ended March 31, 2008 and 2007
            
            
            10Statement
                of Stockholders’ Deficit for the Years Ended March 31, 2008 and
                2007
            
            
            11Statement
                of Cash Flows for the Years Ended March 31, 2008 and 2007
            
            
            12Notes
                to Financial Statements
            
            
            13





7




**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, 2008 and 2007 and the related
      statements of operations, stockholders’ deficit and cash flows for the years
      ended March 31, 2008 and 2007. 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, 2008 and 2007 and the results of its operations and its cash flows for
      the
      years ended March 31, 2008 and 2007 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 ACCOUNTANTS





Los
      Angeles, California


June
      20,
      2008




8


**INTERNET
        INFINITY, INC.**
 **BALANCE
        SHEETS**
 **FOR
        THE YEARS ENDED MARCH 31, 2008 AND 2007**
 
 **2008**
              
              **2007****ASSETS****CURRENT
                  ASSETS:**Cash
                  & cash equivalents
              
              $
              990
              
              $
              1,263990
              
              
              1,263**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****CURRENT
                  LIABILITIES:**Accounts
                  payable & accrued expenses
              
              
              176,080
              
              
              143,418Note
                  payable
              
              
              27,000
              
              
              27,000Note
                  payable - related parties
              
              
              294,803
              
              
              290,003Due
                  to officer
              
              
              222,668
              
              
              170,939Due
                  to related party
              
              
              109,642
              
              
              83,247Total
                  current liabilities
              
              
              830,193
              
              
              714,606**STOCKHOLDERS'
                  DEFICIT**Preferred
                  stock, $.001 par value; 30,000,000 sharesauthorized,
                  none issued and outstanding
              
              
              -
              
              
              -Common
                  stock, $.001 par value; 100,000,000 sharesauthorized,
                  28,718,780 shares issued and outstanding
              
              
              28,719
              
              
              28,719Additional
                  paid in capital
              
              
              1,069,543
              
              
              975,451Accumulated
                  deficit
              
              
              (1,927,465
              )
              
              (1,717,513
              )Total
                  stockholders' deficit
              
              
              (829,203
              )
              
              (713,343
              )Total
                  liabilities and stockholders' deficit
              
              $
              990
              
              $
              1,263
 
 *The
        accompanying notes are an integral part of these financial
        statements*
  9
  **INTERNET
          INFINITY, INC.**
 **STATEMENTS
          OF OPERATIONS**
 **FOR
          THE YEARS ENDED MARCH 31, 2008 AND 2007**
 
 **2008**
                
                **2007****Net
                    revenues**
                
                $
                3,805
                
                $
                5,411**Cost
                    of sales**
                
                
                3,044
                
                
                4,329Gross
                    profit
                
                
                761
                
                
                1,082**Operating
                    expenses**Professional
                    fees
                
                
                33,761
                
                
                34,059Salaries
                    and related expenses
                
                
                21,956
                
                
                30,651Consulting
                    fees to related party
                
                
                9,867
                
                
                6,000Other
                
                
                16,750
                
                
                20,440Total
                    operating expenses
                
                
                82,334
                
                
                91,151**Loss
                    from operations**
                
                
                (81,573
                )
                
                (90,069
                )Non-operating
                    income (expense):Interest
                    expense
                
                
                (37,954
                )
                
                (44,749
                )Gain
                    on settlement of debts
                
                
                -
                
                
                5,274Total
                    other income (expense)
                
                
                (37,954
                )
                
                (39,475
                )**Loss
                    before income taxes**
                
                
                (119,527
                )
                
                (129,544
                )Provision
                    for income taxes
                
                
                -
                
                
                800**Net
                    loss**
                
                $
                (119,527
                )
                $
                (130,344
                )**Basic
                    & diluted weighted average number of****common
                    stock outstanding**
                
                
                28,718,780
                
                
                21,239,328**Basic
                    & diluted net loss per share**
                
                $
                (0.00
                )
                $
                (0.01
                )
 
 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 notes are an integral part of these financial
          statements*
  10
 **INTERNET
            INFINITY, INC.**
 **STATEMENTS
            OF STOCKHOLDERS' DEFICIT**
 **FOR
            THE YEARS ENDED MARCH 31, 2008 AND 2007**
 
 **Common
                      stock**
                  
                  
                  
                  
                  
                  **Total****Number
                      of**
                  
                  
                  
                  **Additional**
                  
                  **Accumulated**
                  
                  **stockholders'****shares**
                  
                  **Amount**
                  
                  **paid in capital**
                  
                  **deficit**
                  
                  **deficit****Balance
                      as of March 31, 2006**
                  
                  
                  18,718,780
                  
                  
                  18,719
                  
                  
                  825,877
                  
                  
                  (1,677,595
                  )
                  
                  (832,999
                  )Shares
                      issued part for debt settlement and part for cash
                  
                  
                  10,000,000
                  
                  
                  10,000
                  
                  
                  240,000
                  
                  
                  -
                  
                  
                  250,000Net
                      loss for the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (130,344
                  )
                  
                  (130,344
                  )**Balance
                      as of March 31, 2007**
                  
                  
                  28,718,780
                  
                  $
                  28,719
                  
                  $
                  1,065,877
                  
                  $
                  (1,807,939
                  )
                  $
                  (713,343
                  )Capital
                      contribution
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,667
                  
                  
                  -
                  
                  
                  3,667Net
                      loss for the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (119,527
                  )
                  
                  (119,527
                  )**Balance
                      as of March 31, 2008**
                  
                  
                  28,718,780
                  
                  $
                  28,719
                  
                  $
                  1,069,543
                  
                  
                  (1,927,465
                  )
                  
                  (829,203
                  )
 
 *The
            accompanying notes are an integral part of these financial
            statements*
  11
  **INTERNET
          INFINITY, INC.**
 **STATEMENTS
          OF CASH FLOWS**
 **FOR
          THE YEARS ENDED MARCH 31, 2008 AND 2007**
 
 **2008**
                
                **2007****CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
                
                $
                (119,527
                )
                $
                (130,344
                )Adjustments
                    to reconcile net loss to net cash used inoperating
                    activities:Capital
                    contribution via services provided
                
                
                3,667
                
                
                -Increase
                    in accounts payable and accrued expenses
                
                
                32,662
                
                
                21,443Increase/
                    (decrease) in due to related company
                
                
                26,395
                
                
                56,720Net
                    cash used in operating activities
                
                
                (56,802
                )
                
                (52,182
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Increase
                    (decrease) in due to officer
                
                
                51,729
                
                
                19,420Proceeds
                    from shares issued
                
                
                -
                
                
                28,000Proceeds
                    from notes payable - related party
                
                
                4,800
                
                
                4,800Net
                    cash provided by financing activities
                
                
                56,529
                
                
                52,220NET
                    INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
                
                
                (274
                )
                
                38**CASH
                    & CASH EQUIVALENTS, BEGINNING BALANCE**
                
                
                1,263
                
                
                1,225**CASH
                    & CASH EQUIVALENTS, ENDING BALANCE**
                
                $
                990
                
                $
                1,263**SUPPLEMENTARY
                    DISCLOSURES OF CASH FLOW INFORMATION:**Interest
                    paid during the year
                
                $
                -
                
                $
                -Taxes
                    paid during the year
                
                $
                -
                
                $
                -**SUPPLEMENTARY
                    DISCLOSURES OF NON -CASH FLOW INFORMATION:**Stock
                    issued for debt settlement
                
                $
                -
                
                $
                222,000
 
 *The
          accompanying notes are an integral part of these financial
          statements*
  12
 **INTERNET
        INFINITY, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
  **NOTE
        1**  **ORGANIZATION**
 
 Internet
        Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
        on October 27, 1995. III 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, 2008 and 2007.
 
 **Property
        & Equipment**
 
 Capital
        assets are stated at cost. Equipment consisting of computers is carried at
        cost.
        Depreciation of equipment is provided using the straight-line method over
        the
        estimated useful lives of the assets. Expenditures for maintenance and repairs
        are charged to expense as incurred. The Company did not have any property
&
equipment at March 31, 2008.
  13
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **Long-lived
        assets**
  Effective
        January 1, 2002, the Company adopted Statement of Financial Accounting Standards
        No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
        ("SFAS
        144"), which addresses financial accounting and reporting for the impairment
        or
        disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for
        the
        Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
        Of,"
        and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
        the Results of Operations for a Disposal of a Segment of a Business." The
        Company periodically evaluates the carrying value of long-lived assets to
        be
        held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
        to be recorded on long-lived assets used in operations when indicators of
        impairment are present and the undiscounted cash flows estimated to be generated
        by those assets are less than the assets' carrying amounts. In that event,
        a
        loss is recognized based on the amount by which the carrying amount exceeds
        the
        fair market value of the long-lived assets. Loss on long-lived assets to
        be
        disposed of is determined in a similar manner, except that fair market values
        are reduced for the cost of disposal.
 
 **Accounts
        payable & accrued expenses**
 
 Accounts
        payable and accrued expenses consist of the following at March 31,
        2008
  2008
              
              2007Accounts
                  Payable
              
              $
              27,665
              
              $
              20,625Accrued
                  taxes
              
              
              4,000
              
              
              3,200Accrued
                  accounting
              
              
              15,500
              
              
              15,000Accrued
                  interest
              
              
              128,915
              
              
              104,593$
              176,080
              
              $
              143,418
  **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,
        2008
        and 2007, such differences were insignificant.
  14
 **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 2008
        and
        2007.
 
 **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.
  15
 **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
        September 2006, FASB issued SFAS No. 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, FASB 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. Management believes that this
        Statement will not have a significant impact on the consolidated financial
        statements.
  16
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  In
        September 2006, FASB issued SFAS No. 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 over funded or under funded 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; andc)
              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. We are currently evaluating
        the
        effect of this pronouncement on our consolidated financial statements.
  In
        February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities”. SFAS No. 159 is effective for fiscal years
        beginning after November 15, 2007. This 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. SFAS No. 159 also establishes presentation and disclosure requirements
        designed to draw comparison between entities that elect different measurement
        attributes for similar assets and liabilities. Management does not believe
        SFAS
        No. 159 will have a material impact on our consolidated financial position,
        results of operations or cash flows, as the Company has elected not to apply
        the
        fair value option for any of its eligible financial instruments and other
        items.
  17
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  In
        December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
        Consolidated Financial Statements”. This Statement amends ARB 51 to establish
        accounting and reporting standards for the noncontrolling (minority) interest
        in
        a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
        a
        noncontrolling interest in a subsidiary is an ownership interest in the
        consolidated entity that should be reported as equity in the consolidated
        financial statements. SFAS No. 160 is effective for the fiscal years, and
        interim periods within those fiscal years, beginning on or after December
        15,
        2008. Based on current conditions, management does not expect the adoption
        of
        SFAS No. 160 to have a significant impact on the Company’s results of operations
        or financial position.
  In
        December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
        Statement replaces SFAS No. 141, “Business Combinations”. This Statement retains
        the fundamental requirements in SFAS No. 141 that the acquisition method
        of
        accounting (which Statement 141 called the purchase method) be used for all
        business combinations and for an acquirer to be identified for each business
        combination. This Statement also establishes principles and requirements
        for how
        the acquirer: a) recognizes and measures in its financial statements the
        identifiable assets acquired, the liabilities assumed, and any noncontrolling
        interest in the acquiree; b) recognizes and measures the goodwill acquired
        in
        the business combination or a gain from a bargain purchase and c) determines
        what information to disclose to enable users of the financial statements
        to
        evaluate the nature and financial effects of the business combination. SFAS
        No.
        141(R) will apply prospectively to business combinations for which the
        acquisition date is on or after the beginning of the first annual reporting
        period beginning on or after December 15, 2008. Management does not expect
        the
        adoption of SFAS No. 141(R) to have a significant impact on its financial
        position or results of operations.
  In
        March
        2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and
        Hedging Activities”. The new standard is intended to improve financial reporting
        about derivative instruments and hedging activities by requiring enhanced
        disclosures to enable investors to better understand their effects on an
        entity’s financial position, financial performance, and cash flows. This
        Statement is effective for financial statements issued for fiscal years and
        interim periods beginning after November 15, 2008, with early application
        encouraged. The Standard also improves transparency about the location and
        amounts of derivative instruments in an entity’s financial statements; how
        derivative instruments and related hedged items are accounted for under SFAS
        No.
        133; and how derivative instruments and related hedged items affect its
        financial position, financial performance, and cash flows. SFAS No. 161 achieves
        these improvements by requiring disclosure of the fair values of derivative
        instruments and their gains and losses in a tabular format. It also provides
        more information about an entity’s liquidity by requiring disclosure of
        derivative features that are credit risk-related. Management does not expect
        this Statement to have an impact on its financial condition or results of
        operations.
  In
        May of
        2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
        Principles”. The pronouncement mandates the GAAP hierarchy reside in the
        accounting literature as opposed to the audit literature. This has the practical
        impact of elevating FASB Statements of Financial Accounting Concepts in the
        GAAP
        hierarchy. This pronouncement will become effective 60 days following SEC
        approval. We do not believe this pronouncement will impact our financial
        statements.
  18
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  In
        May of
        2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
        Contracts-an interpretation of FASB Statement No. 60”. The scope of the
        statement is limited to financial guarantee insurance (and reinsurance)
        contracts. The pronouncement is effective for fiscal years beginning after
        December 31, 2008. We do not believe this pronouncement will impact our
        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 $1,927,465 and $1,717,513 at March 31, 2008 and 2007,
        respectively. The Company incurred net losses of $119,527 and $130,344 for
        the
        years ended March 31, 2008 and 2007, 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, 2008
                  and 2007 was $2,640 and $2,640.
              
              $
              27,000
  19
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
        5**  **RELATED
        ENTITIES TRANSACTIONS**
 
 George
        Morris is the chairman of the Board of directors of the Company. As of March
        31,
        2008, 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
              %Morris
                  Business Development Company
              
              
              82.87
              %Apple
                  Realty, Inc.
              
              
              100.00
              %L&M
                  Media, Inc.
              
              
              100.00
              %
 
 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, 2008 and 2007 on this note are $1,823 and $1,718,
                  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, 2008
                  and 2007
                  are $19,757 and $18,337 respectively.
              
              $
              244,396L&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,
                  2008 and 2007 are $2,743 and $2,585 respectively.
              
              $
              35,755Total
                  notes payable - related parties
              
              $
              294,803
  The
        Company has a payable to officer of $222,668 as of March 31, 2008 as
        follows:
 Unsecured
                    miscellaneous payable upon demand to George Morris, with interest
                    at 6%
                    per annum, with monthly installments of $3,000 beginning June
                    30, 2000 and
                    paid as available. George Morris is the chairman of the Company.
                    The
                    Company has not made any principle payments to George Morris
                    and is in
                    default of this note.
                
                
                Current
                
                
                133,211Note
                    payable – Officer
                  Unsecured
                    note payable upon demand to George Morris, with interest at 6%
                    per annum.
                    The Company has not made any principle payments to George Morris
                    and is in
                    default of this note
                
                
                Current
                
                
                63,433Interest
                    payable – Officer
                
                
                Current
                
                $
                26,024$
                222,668
  20
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  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 $6,200 consulting fees to parties related through common
        shareholder and officer of the Company.
 
 During
        the fiscal quarter ended March 31, 2008, the Company’s officers and directors
        did not charge for their services. Such contributed services were recorded
        as
        capital contribution in the amount of $3,667 as of March 31, 2008, which
        was
        determined based on the fair value of the services provided.
  21
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
        6** **CONCENTRATIONS OF CREDIT RISK**
 
 For
        the
        fiscal year ended March 31, 2008 and March 31, 2007, the Company has one
        vendor,
        a party related through common officer and shareholder, who represents 100%
        of
        total purchases. Accounts payable balance outstanding as of March 31, 2008
        for
        this supplier was $0.
  **NOTE
        7**  **INCOME
        TAXES**
 
 No
        provision was made for federal income tax for the year ended March 31, 2008
        and
        2007, since the Company had significant net operating loss. The net operating
        loss carryforwards may be used to reduce taxable income through the year
        2027.
        The availability of the Company’s net operating loss carryforwards are subject
        to limitation if there is a 50% or more positive change in the ownership
        of the
        Company’s stock. The provision for income taxes consists of the state minimum
        tax imposed on corporations.
 
 The
        net
        operating loss carryforward for federal and state income tax purposes of
        approximately $1,255,507 and $1,135,530 as of March 31, 2008 and 2007,
        respectively
 
 The
        Company has recorded a 100% valuation allowance for the deferred tax asset
        due
        to the uncertainty of its realization.
 
 The
        components of the net deferred tax asset are summarized below:
 
 Deferred
                  tax asset – net operating loss
              
              $
              501,995Less
                  valuation allowance
              
              
              (501,995
              )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, 2008
              
              March 31, 2007Tax
                  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
              
              
              -
              
              
              -
  22
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  Income
        tax expense consisted of the following:
 
 2008
              
              2007Current
                  tax expense:Federal
              
              $
              -
              
              $
              -State
              
              
              800
              
              
              800Total
                  current
              
              $
              800
              
              $
              800Deferred
                  tax credit:Federal
              
              $
              40,639
              
              $
              44,317State
              
              
              7,172
              
              
              7,821Total
                  deferred
              
              $
              47,811
              
              $
              52,138Less:
                  valuation allowance
              
              
              (47,811
              )
              
              (52,138
              )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, 2008 and 2007, the Company granted no
        options.
 
 **NOTE
        9**  **RECLASSIFICATION**
 
 During
        fiscal year ended March 31, 2006 the Company recorded a portion of the
        settlement of a related party debt as other income rather than as paid in
        capital. The Company has corrected this error retroactively on March 31,
        2006.
        Due to that fact the amount has been reclassified, in the accompanying financial
        statements as paid in capital instead of retained earnings as on April 1,
        2006 .
  23
 **INTERNET
          INFINITY, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
  **NOTE
        10**  **ISSUANCE OF REVISED RELATED PARTY NOTE**
 
 On
        October 4, 2007 the directors authorized and directed the Registrant’s officers
        to exchange an existing Note of the Registrant (for $240,796 and 6 percent
        interest due June 30, 2008) for a new note, identical in its terms and
        provisions except for the added provision that the holder of the note, at
        any
        time prior to its expiration, could convert the note into 12,039,800 shares
        of
        the Registrant’s common stock. The shares were valued
 and
        the
        beneficial conversion feature was nil.


24




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





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





**ITEM
      9A(T).**  **CONTROLS
      AND PROCEDURES.**




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





**Internal
      control over financial reporting.**





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





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





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




25





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





**ITEM
      9B.**  **OTHER
      INFORMATION.**





There
      is
      no information that was required to be disclosed on Form 8-K during the fourth
      quarter of FY 2008 that was not reported.





**PART
      III**





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





Internet
      Infinity's directors, officers and significant employees occupying executive
      officer positions, their ages as of March 31, 2008, the directors' terms of
      office and the period each director has served are set forth in the following
      table:







Person
            
            Positions
                and Officers
            
            Since
            
            ExpiresGeorge
                Morris, 69
            
            Chairman
                of the Board of Directors - President and
              Chief
                Financial Officer
            
            1996
            
            2009Roger
                Casas, 59
            
            Director
              CEO
            
            1999
              2004
            
            2009
              2009Shirlene
                Bradshaw, 68
            
            Director
              Business
                Manager
            
            1999
            
            2009




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





26


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





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





Conflicts
      of Interest





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




27





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





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





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





•
            bankruptcy,





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





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





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


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




28





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





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





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





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





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





·
            Engaging
                in any type of business practice;
                or





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





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





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





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





29


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





**Corporate
      Governance** **.**





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





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





**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




30




**ITEM 11.**  **EXECUTIVE
      COMPENSATION.**





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





SUMMARY
      COMPENSATION TABLE





**Name
                and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Common**
              **Stock**
              **Awards**
            
            **Total**George
                Morris, Chairman, VP and CFO
            
            
            FY
                2008
            
            $
            2,000
            
            
            0
            
            
            0
            
            $
            2,000FY
                2007
            
            $
            2,400
            
            
            0
            
            
            0
            
            $
            2,400





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 2008
      for their services as directors.




31





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





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





**Stock
      Options** **.**





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





**Equity
      Compensation Plans** **.**





We
      have
      no equity compensation plans.





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





The
      table
      below sets forth, as of June 19, 2008 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.





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




32




Roger
                Casas, CEO/President
            
            
            32,000
            
            
            (3
            )108
                E. 228th StCarson,
                CA 90745Shirlene
                Bradshaw, Director
            
            
            30,500
            
            
            (3
            )1900
                W. Artesia #38Gardena,
                CA 90745Officers
                and Directorsas
                a group (3 persons)
            
            
            24,491,696
            
            
            85.1


________________________




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





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





(3)
            Less
                than 1 percent.





**Changes
      in Control**





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





**ITEM**  **13.**  **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 Riviera


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


Internet
      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





33




**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, 2008
            
            $
            26,000Fiscal
                Year ended March 31, 2007
            
            $
            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, 2008
            
            $
            -0-Fiscal
                Year ended March 31, 2007
            
            $
            -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, 2008
            
            $
            -0-Fiscal
                Year ended March 31, 2007
            
            $
            -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, 2008
            
            $
            -0-Fiscal
                Year ended March 31, 2007
            
            $
            -0-





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




34


**ITEM
      15.**  **EXHIBITS.**





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





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+31.1
            -
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
            -
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            -
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            -
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





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




35





**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.
  36


**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:
                July 15, 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:
                July 15, 2008
            */s/
                George Morris*George
                Morris, Chief Financial Officer,President
                and Director





DATED:
                July 15, 2008
            */s/
                Shirlene Bradshaw*Shirlene
                Bradshaw, Director




37


**INTERNET
      INFINITY, INC.**





COMMISSION
      FILE NO. 0-27633





**INDEX
      TO EXHIBITS**




AMENDMENT
      NO. 1 TO


**FORM
      10-K**


**FOR
      THE YEAR ENDED MARCH 31, 2008**





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





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+31.1
            -
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
            -
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.




1




32.1
            -
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            -
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





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





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





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





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




2