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

                                   FORM 10-KSB
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2006

                                       OR

                    [ ] TRANSITION UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                             INTERNET INFINITY, INC.
             (Exact name of registrant as specified in its charter)

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


                                413 Avenue G, #1
                             Redondo Beach, CA 90277
                                 (310) 318-2244
              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)


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

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value

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

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

State issuer's revenues for its most recent fiscal year: $42,103




<PAGE>

State the aggregate market value of the 18,718,780  voting and non-voting common
equity held by non-affiliates computed by reference to the $0.0375.  average bid
and asked price of such common equity, as of June 27, 2006: $158,516.

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

As of June 27, 2006,  there were 18,718,780  shares of the  Registrant's  Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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


















                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Item 1   Description of Business..........................................     1
         Business Development.............................................     1
         Business of the Company..........................................     1
         Suppliers and Sub-Contractors ...................................     1
         Distribution Methods.............................................     1
         Competition......................................................     2
         Advertising and Promotion .......................................     2
         Dependence on Major Customers, Management and Suppliers..........     2
         Patents, Trademarks and Licenses.................................     2
         Government Approval and Regulations..............................     2
         Research and Development.........................................     2
         Cost of Compliance with Environmental Laws.......................     2
         Seasonality .....................................................     2
         Employees........................................................     3

Item 2   Description of Property..........................................     3

Item 3   Legal Proceedings................................................     3

Item 4   Submission of Matters to a Vote of Security Holders..............     3

Item 5   Market for Common Equity and Related Stockholder Matters.........     3

Item 6   Management's Discussion and Analysis.............................     4
         Results of Operations............................................     4
         Sales............................................................     5
         Gross Margin.....................................................     5
         Selling, General and Administrative Expenses.....................     5
         Net Profit (Loss)................................................     5
         Balance Sheet Items..............................................     6
         Outlook..........................................................     6
         Off-Balance Sheet Arrangements...................................     6
         Contractual obligations..........................................     7

Item 7   Financial Statements.............................................     8

Item 8   Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure.....................................    25

Item 8A  Controls and Procedures..........................................    25



                                      iii
<PAGE>

Item 8B  Other Information................................................    25

Item 9    Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act............    25
          Compliance with Section 16(a) of the Exchange Act...............    26
          Audit Committee and Audit Committee Financial Expert............    27
          Code of Ethics..................................................    27

Item 10  Executive Compensation...........................................    27
             Stock Options................................................    27
             Employment Contracts.........................................    27

Item 11  Security Ownership of Certain Beneficial Owners
             and Management...............................................    28

Item 12  Certain Relationships and Related Transactions...................    29

Item 13  Exhibits.........................................................    31

Item 14  Principal Accountant Fees and Services ..........................    33

Signatures................................................................    34
















                                       iv
<PAGE>


ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

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

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

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

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

Business of the Company
-----------------------

         We have one principal product:

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

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

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

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

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

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



                                       1
<PAGE>

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

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

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

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

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

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

         With only one large  customer  at $42,103  sales for fiscal  2006,  our
company will most likely  discontinue all sales operations with the loss of this
customer.  Revenue  for  Internet  Infinity  may  go to  zero  if no  merger  or
alternative business is found.

Patents, Trademarks and Licenses
--------------------------------

         We have no proprietary patents, trademarks or licenses.

Government Approval and Regulations
-----------------------------------

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

Research and Development
------------------------

         We have no budget for research and development.

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

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

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

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



                                       2
<PAGE>

Employees
---------

         We employ one part-time person.

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

         No new products or services are planned.

ITEM 2.  PROPERTY.

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

ITEM 3.  LEGAL PROCEEDINGS.

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

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

         There were no matters  submitted to a vote of the  stockholders  of our
company during FY 2006 through the solicitation of proxies or otherwise.

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

         Market  Information.  Internet Infinity's common stock is quoted on the
Electronic OTC Bulletin Board. Its symbol is "ITNF."

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

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



                                       3
<PAGE>

                                            High         Low
                                            ----         ---
         FY 2005           1st Qtr.         0.05         0.03
         -------           2nd Qtr.         0.10         0.05
                           3rd Qtr.         0.11         0.05
                           4th Qtr.         0.17         0.05


         FY 2006           1st Qtr.         0.07         0.03
         -------           2nd Qtr.         0.03         0.03
                           3rd Qtr.         0.03         0.025
                           4th Qtr.         0.03         0.025



         On  June  27,  2006  there  were  18,718,780  shares  of  common  stock
outstanding. No shares are subject to securities convertible into such shares of
stock.

         Holders.  On June 27,  2006 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.

         During the past three fiscal years,  Internet  Infinity sold  8,000,000
shares of our common  stock in 2003 in  transactions  exempt  from  registration
pursuant to the  provisions  of  Regulation  D, Rule 506 of the  Securities  and
Exchange Commission. No underwriters were used to affect the sales. The names of
the  persons  who  bought the shares of stock,  the dates the shares  sold,  the
number of shares issued,  the prices paid in cash or services for the shares and
the nature of the consideration  received by Internet Infinity were disclosed in
our Form 10-KSB for the fiscal year ended March 31, 2005.

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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

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

Results of Operations

         The  following  table  presents,  as a  percentage  of  sales,  certain
selected  financial data for the two fiscal years ended March 31, 2006 and March
31, 2005.



                                       4
<PAGE>

                                           Years Ended  3-31
                                            2006       2005
                                          -------------------

Sales                                        100.0%     100.0%
Cost of sales                                 52.5       30.0
                                          --------   --------
Gross margin                                  47.5       70.0
Selling, general and
    administrative
    expenses                                (253.7)    (377.3)
Interest income (expense)                   (103.4)    (154.6)
                                          --------   --------
Net income (loss) before
 income taxes                                (94.9)    (461.8)

Sales
-----

         Sales  increased by $16,832 from $25,271 in the fiscal year ended March
31, 2005 to $42,103 in the fiscal year ended March 31,  2006,  an increase of 67
percent. The increase in sales was attributable  primarily to a large order from
one customer.

Gross Margin
------------

         Gross  margin  decreased  from 70  percent  in  fiscal  year 2005 to 48
percent in fiscal year 2006.  The decrease in gross margin was  attributable  to
our lower bid sales prices to get the higher volume orders.

Selling, General and Administrative Expense
-------------------------------------------

         Selling,  general and administrative expenses increased by $11,480 from
$95,339,  in fiscal year 2005,  to $106,819 in fiscal year 2006.  A breakdown of
the changes is:

o    Consulting  fees to related party  increased to $16,500 in fiscal year 2006
     from zero in 2005

o    Professional  fees decreased to $39,645 in fiscal year 2006 from $44,301 in
     2005

o    Other  expenses  decreased  to $20,022 in fiscal year 2006 from  $20,387 in
     2005

o    Salaries  and related  expense  remained  the same for fiscal year 2006 and
     2005

Net Profit (Loss)
-----------------

         We had a net loss from operations,  after a provision for income taxes,
in the fiscal  year ended March 31,  2005 of  $117,510,  or $0.01 a share of our
common stock. In the fiscal year ended March 31, 2006 we had a net loss, after a
provision for income  taxes,  of $40,753,  or $-0- a share of common stock.  The
loss  decreased  primarily  due to a gain on  settlement  of  debts  to  related
parties.



                                       5
<PAGE>

Balance Sheet Items
-------------------

         The net loss of  $40,753  for the  fiscal  year  ended  March 31,  2006
increased  the retained  earnings  deficit from  $1,546,416 on March 31, 2005 to
$1,587,169  on March 31, 2006.  Our cash  position  increased  from $399 for the
fiscal  year ended  March 31, 2005 to $1,225 for the fiscal year ended March 31,
2006.  Accounts  receivable  net of  allowance  for doubtful  accounts  from non
affiliates  remains  unchanged  at $0 at the end of  fiscal  year 2005 and 2006,
while inventory  remained  unchanged at zero for the fiscal year ended March 31,
2005 and 2006.

         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, 2007.  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.

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

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



                                       6
<PAGE>

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

Contractual obligations

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

------------------------ -------------------------------------------------------
                                          Payments Due-by Period
------------------------ -------------------------------------------------------
       Contractual                 Less Than                           More Than
       Obligations         Total    1 Year     1-3 Years   3-5 Years    5 Years
------------------------ -------- ----------- ----------- ----------- ----------
Long-Term Debt
Obligations                None
------------------------ -------- ----------- ----------- ----------- ----------
Capital Lease
Obligations                None
------------------------ -------- ----------- ----------- ----------- ----------
Operating Lease
Obligations                None
------------------------ -------- ----------- ----------- ----------- ----------
Other Long-Term
Liabilities Reflected on
Our Balance Sheet under
GAAP                       None
------------------------ -------- ----------- ----------- ----------- ----------
------------------------ -------- ----------- ----------- ----------- ----------
Total                      None
------------------------ -------- ----------- ----------- ----------- ----------

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






















                                       7
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.
                                                                            Page

         Report of Independent Registered Public Accounting Firm              9
         Balance Sheet as of March 31, 2006                                  10
         Statement of Operations for the Years Ended March 31,
                  2006 and 2005                                              11
         Statement of Stockholders' Deficit for the Years Ended March 31,
                  2006 and 2005                                              12
         Statement of Cash Flows for the Years Ended March 31,
                  2006 and 2005                                              13
         Notes to Financial Statements                                       14
























                                       8
<PAGE>

             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,  2006  and the  related
statements  of  operations,  stockholders'  deficit  and cash flows for the year
ended March 31, 2006 and 2005. 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, 2006 and the results of its operations and its cash flows for the year
ended March 31, 2006 and 2005 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.

Los Angeles, California
June 21, 2006



                                       9
<PAGE>

                             INTERNET INFINITY, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2006

                                     ASSETS
                                     ------
CURRENT ASSETS:
           Cash & cash equivalents                                  $     1,225
                                                                    -----------
                                                                    $     1,225
                                                                    ===========

           LIABILITIES AND STOCKHOLDERS' DEFICIT
           -------------------------------------

CURRENT LIABILITIES:
           Accounts payable & accrued expenses                      $   121,975
           Note payable                                                  27,000
           Note payable - related parties                               285,203
           Due to officer                                               373,519
           Due to related party                                          26,527
                                                                    -----------
                    Total current liabilities                           834,224
                                                                    -----------

STOCKHOLDERS' DEFICIT
           Preferred stock, $.001 par value; 30,000,000 shares
           authorized, none outstanding                                    --
           Common stock, $.001 par value; 20,000,000 shares
           authorized, 18,718,780 outstanding                            18,719
           Additional paid in capital                                   735,451
           Accumulated deficit                                       (1,587,169)
                                                                    -----------
                    Total stockholders' deficit                        (832,999)
                                                                    -----------
                                                                    $     1,225
                                                                    ===========


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

                                       10
<PAGE>
<TABLE>
<CAPTION>

                             INTERNET INFINITY, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2006 AND 2005

                                                       For the Years Ended March 31,
                                                            2006             2005
                                                       -------------    -------------
<S>                                                    <C>              <C>
Net revenues                                           $      42,103    $      25,271

Cost of sales                                                 22,120            7,581
                                                       -------------    -------------

           Gross profit                                       19,983           17,689
                                                       -------------    -------------

Operating expenses
           Professional fees                                  39,645           44,301
           Salaries and related expenses                      30,651           30,651
           Consulting fees to related party                   16,500             --
           Other                                              20,022           20,387
                                                       -------------    -------------
                     Total operating expenses                106,819           95,339

                                                       -------------    -------------
Loss from operations                                         (86,836)         (77,650)

Non-operating income (expense):
           Interest expense                                  (43,544)         (39,060)
           Gain on settlement of debts-related party          90,426             --
                                                       -------------    -------------
                     Total other income (expense)             46,882          (39,060)

                                                       -------------    -------------
Loss before income taxes                                     (39,953)        (116,710)

Provision for income taxes                                       800              800
                                                       -------------    -------------
Net loss                                               $     (40,753)   $    (117,510)
                                                       =============    =============

Basic & diluted weighted average number of
    common stock outstanding                              18,718,780       18,718,780
                                                       =============    =============

Basic & diluted net loss per share                     $       (0.00)   $       (0.01)
                                                       =============    =============
</TABLE>

* Weighted  average  number of shares used to compute basic and diluted loss per
share is the same since the Company has no dilutive securities


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

                                       11
<PAGE>
<TABLE>
<CAPTION>

                             INTERNET INFINITY, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                   FOR THE YEARS ENDED MARCH 31, 2006 AND 2005



                                        Common stock
                               -----------------------------    Additional                          Total
                                 Number of                        paid in       Accumulated     stockholders'
                                  shares           Amount         capital         deficit          deficit
                               -------------   -------------   -------------   -------------    -------------
<S>                            <C>             <C>             <C>             <C>              <C>

Balance as of March 31, 2004      18,718,780   $      18,719   $     735,451   $  (1,428,906)   $    (674,736)

Net loss for the year                   --              --              --          (117,510)        (117,510)
                               -------------   -------------   -------------   -------------    -------------
Balance as of March 31, 2005      18,718,780          18,719         735,451      (1,546,416)        (792,246)

Net loss for the year                   --              --              --           (40,753)         (40,753)
                               -------------   -------------   -------------   -------------    -------------
Balance as of March 31, 2006      18,718,780   $      18,719   $     735,451   $  (1,587,169)   $    (832,999)
                               =============   =============   =============   =============    =============
</TABLE>



















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

                                       12
<PAGE>
<TABLE>
<CAPTION>

                             INTERNET INFINITY, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2006 AND 2005

                                                                                        For the Years Ended March 31,
                                                                                            2006             2005
                                                                                        -------------    -------------
 <S>                                                                                    <C>               <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                           $     (40,753)    $   (117,510)
     Adjustments to reconcile net loss to net cash used in
     operating activities:
           Related party note payable issued for consulting fees and office expense             7,800             --
           Increase in accounts payable and accrued expenses                                   21,323           18,698
           Increase in due to related company                                                 (71,786)          49,218
                                                                                        -------------    -------------
     Net cash used in operating activities                                                    (83,416)         (49,593)
                                                                                        -------------    -------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
           Increase in due to officer                                                          84,241           63,712
           Payments for note payable                                                             --            (35,755)
           Proceeds from notes payable - related party                                           --             20,555
                                                                                        -------------    -------------
     Net cash provided by financing activities                                                 84,241           48,512
                                                                                        -------------    -------------

 NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                               826           (1,081)

 CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                                       399            1,480
                                                                                        -------------    -------------

 CASH & CASH EQUIVALENTS, ENDING BALANCE                                                $       1,225     $        399
                                                                                        =============    =============


SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

     Interest paid during the year                                                      $      36,000     $     36,000
                                                                                        =============    =============

     Taxes paid during the year                                                         $        --       $       --
                                                                                        =============    =============
</TABLE>



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

                                       13
<PAGE>

                             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

Changes in Reporting Entity

Through December 31, 2004, the financial statements of the company were combined
with Morris and Associates,  Inc. (M&A) and Electronic Media Central Corporation
(EMC) were  combined  because each company was owned  beneficially  by identical
stockholders.  Effective March 31, 2005, the financial statements of the Company
are being  presented on stand alone basis as the Company has determined that the
criteria for combination does no longer exist.

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, 2006.

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 balance at March 31, 2006.



                                       14
<PAGE>

                             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,
2006:

            Accrued taxes                    $    2,400
            Accrued interest                     81,953
            Accrued accounting                   15,000
            Accrued other                        22,622
                                             ----------
                                             $  121,975
                                             ==========

Income taxes

Deferred taxes are provided for on a liability method for temporary  differences
between the  financial  reporting and tax basis of assets and  liabilities  that
will result in taxable or deductible amounts in the future.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.  Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will be realized. For the year ended March 31,
2006, such differences were insignificant.

Stock-based compensation

SFAS No. 123 prescribes  accounting and reporting  standards for all stock-based
compensation plans, including employee stock options, restricted stock, employee
stock  purchase  plans and stock  appreciation  rights.  SFAS No.  123  requires
compensation  expense to be recorded (i) using the new fair value method or (ii)
using the existing  accounting rules  prescribed by Accounting  Principles Board



                                       15
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



Opinion No. 25,  "Accounting for stock issued to employees" (APB 25) and related
interpretations  with  proforma  disclosure  of what net income and earnings per
share would have been had the Company  adopted  the new fair value  method.  The
Company  has chosen to account for  stock-based  compensation  using  Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
has  adopted  the  disclosure   only   provisions  of  SFAS  123.   Accordingly,
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted  market  price of the  Company's  stock at the date of the grant over the
amount an employee is required to pay for the stock.

The Company accounts for stock-based  compensation  issued to non-employees  and
consultants  in  accordance  with the  provisions  of SFAS 123 and the  Emerging
Issues Task Force consensus in Issue No. 96-18 ("EITF  96-18"),  "Accounting for
Equity  Instruments  that are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling,  Goods or Services".  Valuation of shares for services
is based on the estimated fair market value of the services performed.

Fair value of financial instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current  liabilities  qualifying as
financial instruments are a reasonable estimate of fair value.

Basic and diluted net loss per share

Net loss per share is calculated  in accordance  with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share for all periods  presented  has been  restated to reflect the  adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised.  Dilution is computed by applying the treasury stock method. Under
this method,  options and warrants are assumed to be exercised at the  beginning
of the period (or at the time of issuance,  if later),  and as if funds obtained
thereby were used to purchase  common  stock at the average  market price during
the period.

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.



                                       16
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


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 December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based  compensation  issued to employees.  FAS
No. 123R is effective  beginning in the Company's  first quarter of fiscal 2006.
The Company  believes  that the adoption of this  standard will have no material
impact on its financial statements.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
Corrections--a  replacement of APB Opinion No. 20 and FASB Statement No. 3. This
Statement  replaces APB Opinion No. 20, Accounting  Changes,  and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the  requirements for the accounting for and reporting of a change in accounting
principle.  This  Statement  applies  to all  voluntary  changes  in  accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions.  Opinion  20  previously  required  that most  voluntary  changes in
accounting  principle be  recognized by including in net income of the period of
the change the cumulative  effect of changing to the new  accounting  principle.
This Statement  requires  retrospective  application to prior periods' financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. This Statement defines retrospective application as the application of a
different  accounting principle to prior accounting periods as if that principle
had  always  been  used or as the  adjustment  of  previously  issued  financial



                                       17
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



statements  to reflect a change in the reporting  entity.  This  Statement  also
redefines  restatement as the revising of previously issued financial statements
to reflect the  correction of an error.  This  statement is effective for fiscal
years  beginning after December 15, 2005. The adoption of SFAS 154 will not have
a material impact the financial statements.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments--an  amendment of FASB  Statements No. 133 and 140." This
Statement amends FASB Statements No. 133, "Accounting for Derivative Instruments
and Hedging Activities," and No. 140, "Accounting for Transfers and Servicing of
Financial Assets and  Extinguishments  of Liabilities."  This Statement resolves
issues  addressed  in FASB  Statement  No.  133  Implementation  Issue  No.  D1,
"Application of Statement 133 to Beneficial  Interests in Securitized  Financial
Assets." The Company  believes  that the adoption of this  standard will have no
material impact on its financial statements.

In March 2006 FASB issued  SFAS 156,  "Accounting  for  Servicing  of  Financial
Assets." This Statement amends FASB Statement No. 140, "Accounting for Transfers
and Servicing of Financial  Assets and  Extinguishments  of  Liabilities,"  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:

     1.   Requires  an  entity  to  recognize  a  servicing  asset or  servicing
          liability each time it undertakes an obligation to service a financial
          asset by entering into a servicing contract.
     2.   Requires all  separately  recognized  servicing  assets and  servicing
          liabilities to be initially measured at fair value, if practicable.
     3.   Permits  an entity  to choose  `Amortization  method'  or `Fair  value
          measurement method' for each class of separately  recognized servicing
          assets and servicing liabilities.
     4.   At its  initial  adoption,  permits  a  one-time  reclassification  of
          available-for-sale  securities to trading  securities by entities with
          recognized  servicing  rights,   without  calling  into  question  the
          treatment of other available-for-sale  securities under Statement 115,
          provided that the available-for-sale securities are identified in some
          manner as offsetting the entity's exposure to changes in fair value of
          servicing  assets or servicing  liabilities  that a servicer elects to
          subsequently measure at fair value.
     5.   Requires  separate  presentation  of  servicing  assets and  servicing
          liabilities  subsequently  measured at fair value in the Balance Sheet
          and additional  disclosures  for all separately  recognized  servicing
          assets and servicing liabilities.

This  Statement is effective as of the beginning of the  Company's  first fiscal
year that  begins  after  September  15,  2006.  Management  believes  that this
statement will not have a significant impact on the financial statements.



                                       18
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 3          UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has  incurred  significant  losses and has an
accumulated  deficit of $1,587,169 at March 31, 2006. The Company has a net loss
of $40,753 and a net loss  $117,510 for the years ended March 31, 2006 and 2005,
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,  2006
         and 2005 was $2,640 and $2,640.                               $  27,000
                                                                       =========

NOTE 5          RELATED ENTITIES TRANSACTIONS

George Morris is chief financial  officer,  vice president,  the chairman of the
Board of directors of the Company and the controlling shareholder of the Company
and its  related  parties  through his  beneficial  ownership  of the  following
percentages of the outstanding voting shares of the related parties:


                                       19
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



           Internet Infinity, Inc. (The Company)            77.10%
           Morris & Associates, Inc.                        71.30%
           Electronic Media Central Corporation             82.87%
           Apple Realty, Inc.                              100.00%
           L&M Media, Inc.                                 100.00%

The Company has notes payable to related parties on March 31, 2006 as follows:

        Notes payable to:

          Anna Moras (mother of George Morris), with interest
          at 6% per annum,  due upon 90 days written notice
          Interest expense for the years ended March 31, 2006
          and 2005 on this note are $1,618 and $1,525,
          respectively                                                $   14,652

          Apple Realty, Inc. (related  through a common
          controlling shareholder), secured by assets of the
          Company, past due and payable upon demand
          Interest accrues 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, 2006 and 2005 are $16,938 and
          $16,299, respectively                                          234,796

          L&M  Media, Inc. (related through a common
          controlling shareholder) - Accounts  payable for
          purchases, converted into a note during the three
          month period ended June 30, 2004. The note is due on
          demand, unsecured and interest accrues at 6% per
          annum. Interest expense on this note for the years
          ended March 31, 2006 and 2005 are $2,435 and $2,145,            35,755
                                                                      ----------
          Total notes payable - related parties                       $  285,203
                                                                      ==========

On September 1, 2004, the Company entered into a consulting agreement with Apple
Realty,  Inc. The  agreement  stated that the Company  shall charge  $10,000 per
quarter for providing consulting services which will be offset against the notes
owed by the Company. The agreement terminated during the nine month period ended
December 31, 2005.


                                       20
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



The Company  utilizes  office space,  telephone and utilities  provided by Apple
Realty, Inc. at estimated fair market values, as follows:

                                                              Monthly   Annually
                                                             --------   --------
          Rent                                               $    100   $  1,200
          Telephone                                               100      1,200
          Utilities                                               100      1,200
          Office Expense                                          100      1,200
                                                             --------   --------
                                                             $    400   $  4,800
                                                             ========   ========

The Company has a month-to-month  agreement with Apple Realty,  Inc. for a total
monthly fee of $400 for the above expenses.

The Company paid $16,500 consulting fees to Apple Realty, Inc. during the fiscal
year ended March 31, 2006.

The Company  has a payable to George  Morris of $373,519 as of March 31, 2006 as
follows:

          Unsecured miscellaneous payables upon demand
          with interest at 6% per annum, with monthly
          installments of $3,000 beginning June 30, 2000
          The Company has not made any principal
          payments to George Morris
                                                                      $  373,519
                   Less Current Portion                                  373,519
                                                                      ----------
                   Long-Term Portion                                  $     --
                                                                      ==========

Due to officer are as follows:

        For the year ending March 31, 2006     Classification           Amount
        ----------------------------------     --------------           ------

                Interest payable               Current                $   22,562
              Officer draw/payable             Current                   287,524
                 Note payable                  Current                    63,433
                                                                      ----------

                                                                      $  373,519
                                                                      ==========


Interest charged to expenses for the years ended March 31, 2006 and 2005, on the
above note were $19,913 and $16,301, respectively.



                                       21
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


The Company  settled a balance due to Electronic  Media Central  Corporation,  a
party related through a common controlling shareholder, amounting to $90,426 and
recognized  a gain from  settlement  for the same  amount  during the year ended
March 31, 2006.

The Company has a payable to Electronic  Media Central  Corporation and Morris &
Associates,  Inc.,  parties  related through a common  controlling  shareholder,
amounting to $26,527 as of March 31, 2006.  The amounts are  temporary  loans in
the normal course of business, interest free, unsecured and due on demand.

NOTE 6          STOCKHOLDERS' DEFICIT

The Company had no stock  issuance in the fiscal  years ended March 31, 2006 and
2005.

NOTE 7          CONCENTRATIONS OF CREDIT RISK

For the fiscal  year ended March 31, 2006 and 2005,  revenue  from one  customer
represents 100% and 100% of the Company's  total revenue.  As of March 31, 2006,
the receivable from this customer amounted to $0.

For the fiscal year ended March 31, 2006 and March 31, 2005, the Company has one
vendor  who  represents  100%  of  total  purchases.  Accounts  payable  balance
outstanding as of March 31, 2006 for this supplier was $0.

NOTE 8          INCOME TAXES

No provision  was made for federal  income tax for the year ended March 31, 2006
and 2005,  since  the  Company  had  significant  net  operating  loss.  The net
operating  loss  carryforwards  may be used to reduce taxable income through the
year 2026. The  availability  of the Company's net operating loss  carryforwards
are  subject  to  limitation  if there is a 50% or more  positive  change in the
ownership of the Company's stock. The provision for income taxes consists of the
state minimum tax imposed on corporations.

The net operating loss carryforward for federal and state income tax purposes of
approximately $1,005,186 as of March 31, 2006.

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                               $ 402,074
Less valuation allowance                                               (402,074)
                                                                      ---------

      Net deferred tax asset                                          $    --
                                                                      =========


                                       22
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS


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, 2006    March 31, 2005

Tax expense (credit) at statutory rate-federal       (34)%             (34)%
State tax expense net of federal tax                  (6)               (6)
Changes in valuation allowance                        40                40
                                                  ----------        ----------
Tax expense at actual rate                            --                --
                                                  ==========        ==========
Income tax expense consisted of the following:

                                                       2006          2005
             Current tax expense:
             Federal                                $     --      $     --
             State                                         800           800
                                                    ----------    ----------
             Total current                          $      800    $      800



             Deferred tax credit:
             Federal                                $   13,856    $   39,953
             State                                       2,445         7,051
                                                    ----------    ----------
             Total deferred                         $   16,301    $   47,004
             Less: valuation allowance                 (16,301)      (47,004)
                                                    ----------    ----------
             Net deferred tax credit                      --            --

                                                    ----------    ----------
             Tax expense                            $      800    $      800
                                                     ==========    ==========

NOTE 9          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, 2006, and 2005, the Company granted no options.

In electing to follow APBO No. 25,  "Accounting  for Stock Issued to Employees,"
the Company recognizes no compensation expense related to employee stock options
for the fiscal year ended March 31, 2006, and 2005, as no options are granted at
a price below the market price on the date of grant.



                                       23
<PAGE>

                             INTERNET INFINITY, INC.
                          NOTES TO FINANCIAL STATEMENTS



Presented  below is a summary of stock option  plans'  activities  for the years
ended March 31, 2006 and 2005:

                                                                  Weight-Average
                                              Stock Options       Exercise Price

           Outstanding at March 31, 2004            220,000                0.400
           Granted                                        -                    -
           Exercised                                      -                    -
           Forfeited                                      -                    -
           Expired                                (220,000)              (0.400)

           Outstanding at March 31, 2005                  -                    -

           Granted                                                             -
                                                          -
           Exercised                                      -                    -
           Forfeited                                      -                    -
           Expired                                        -                    -

           Outstanding at March 31, 2006                  -                    -








                                       24
<PAGE>

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

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

ITEM 8A.  CONTROLS AND PROCEDURES.

         Evaluation  of  disclosure  controls  and  procedures.   The  Company's
management,  with the participation of the Company's Chief Executive Officer and
Chief  Financial  Officer,  has  evaluated  the  effectiveness  of the Company's
disclosure  controls  and  procedures  as of  March  31,  2006.  Based  on  this
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective.

ITEM 8B.  OTHER INFORMATION.

         Not applicable.

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

         Internet  Infinity's  directors,  officers  and  significant  employees
occupying  executive  officer  positions,  their ages as of March 31, 2006,  the
directors' terms of office and the period each director has served are set forth
in the following table:

Person                   Positions and Officers                 Since    Expires
------                   ----------------------                 -----    -------
George Morris, 67        Chairman of the Board of Directors,    1996     2007
                         Chief Financial Officer and            1996     2007
                         Vice President of Marketing            2005     2007

Roger Casas, 57          Director,                              1999     2007
                         CEO/President                          2004     2007

Shirlene Bradshaw, 66    Director,                              1999     2007
                         Business Manager

         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


                                       25
<PAGE>

its affiliates.  Morris has produced over 20 computer training programs in video
and interactive  hypertext  multimedia  CD-ROM versions,  as well as negotiating
Internet Infinity's and its affiliate distribution and licensing agreements. Dr.
Morris  earned a Bachelor  of  Business  Administration  and Masters of Business
Administration  from  the  University  of  Toledo,  and a Ph.D.  (Doctorate)  in
Marketing and Finance and  Educational  Psychology from the University of Texas.
Prior to founding Internet Infinity and its Affiliates,  Dr. Morris had 20 years
of academic experience as a professor of Management, Marketing, Finance and Real
Estate at the University of Southern  California (1969- 1971) and the California
State University (1971- 1999). During this period Dr. Morris served a Department
Chairman for the Management and Marketing Departments.  Morris has since retired
from full  time  teaching  at the  University.  Dr.  Morris  was the West  Coast
Regional  Director of the  American  Society for  Training  and  Development,  a
Director  of the  South Bay  Business  Roundtable  and a speaker  on a number of
topics relating to business,  training and education. Morris has created or been
directly  involved in the design,  writing and development of numerous  Internet
web  sites  for  Internet  Infinity,  blank  video,  Greg  Norman,  Northwestern
University,  etc. He most recently  taught  University  courses  about  Internet
Marketing for domestic and foreign markets and Sales Force Management.

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

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

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

         Based  solely upon a review of Forms 3 and 4  furnished  to the company
under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal
year and Forms 5 furnished to the company with respect to its most recent fiscal
year and any  written  representations  received  by the  company  from  persons
required to file such forms, the following persons - either officers,  directors


                                       26
<PAGE>

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:

                                                               No. of Failures
                                     No. of Transactions          to File a
Name       No. of Late Reports       Not Timely Reported       Required Report
----       -------------------       -------------------       ---------------
None                0                         0                      0

Audit Committee and Audit Committee Financial Expert

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

Code of Ethics

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

ITEM 10.  EXECUTIVE COMPENSATION.

         No executive officer of the company has received total compensation in
any of the last three years that exceeds $100,000. The compensation of our
president during the last three fiscal years was as follows:

                  Fiscal Year           President           Salary    Other
                  -----------           ---------           ------    -----
                         2006         Roger Casas            6,000      0
                         2005         Roger Casas            6,000      0
                         2004         Roger Casas                0      0

         Stock Options.
         --------------

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

         Employment Contracts.
         ---------------------

         We have no employment contracts.

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


                                       27
<PAGE>

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

         The table below sets forth, as of June 28, 2006 the number of shares of
common  stock  of  Internet  Infinity  beneficially  owned by each  officer  and
director of Internet Infinity  individually and as a group, and by each owner of
more than five percent of the common stock.

                                                          Percent of
                                     Number               Outstanding
Name and Address                     of Shares            Shares
----------------                     ---------            ------

Apple Realty, Inc. and
Hollywood Riviera Studios (1)         3,034,482           16.2
413 Avenue G, #1
Redondo Beach, CA  90277

George Morris, Chairman/CFO          14,435,196(2)        77.1
413 Avenue G, #1
Redondo Beach, CA  90277

L&M Media, Inc. (1)                   4,535,714           24.2
413 Ave G #1
Redondo Beach, Ca 90277

Roger Casas, CEO/President               32,000           (3)
108 E. 228th St
Carson, CA 90745

Shirlene Bradshaw, Director              30,500           (3)
1900 W. Artesia #38
Gardena, Ca 90745

Officers and Directors
as a group (3 persons)               14,491,696           77.4
------------------------

(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.

(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.


                                       28
<PAGE>

ITEM     12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Our company is under the control of George Morris,  who controls and is
thereby  the  beneficial  owner  of 77.1  percent  of all  outstanding  stock of
Internet  Infinity,  Inc.  He has an economic  interest  in 77.1  percent of all
outstanding stock of Internet Infinity, Inc. The basis of his control and of his
economic interest are set forth in the following table:

George Morris
-------------

a.       He owns 100 percent of Apple Realty,  Inc.,  Hollywood  Riviera Studios
         and L&M Media, Inc. that  collectively own 40.5% of Internet  Infinity,
         Inc.

b.       He owns 36.6 percent of Internet Infinity, Inc.

         Summary of George Morris' Beneficial Interest in Internet Infinity

                  Economic Interest                    Beneficial Interest
                  -----------------                    -------------------
         1.00     x        .405     =       .405               .405
         1.00     x        .366     =       .366               .366
                                            ----               ----

                                            .771               .771
Related Party Transactions
--------------------------

George Morris is chief financial  officer,  vice president,  the chairman of the
Board of directors of the Company and the controlling shareholder of the Company
and its  related  parties  through his  beneficial  ownership  of the  following
percentages of the outstanding voting shares of the related parties:

         Internet Infinity, Inc. (The Company)               77.10%
         Morris & Associates, Inc.                           71.30%
         Electronic Media Central Corporation                82.87%
         Apple Realty, Inc.                                 100.00%
         L&M Media, Inc.                                    100.00%

The Company has notes payable to related parties on March 31, 2006 as follows:

        Notes payable to:
          Anna Moras (mother of George  Morris),  with
          interest  at 6% per annum,  due upon 90 days
          written  notice.  Interest  expense  for the
          years  ended March 31, 2006 and 2005 on this
          note are $1,618 and $1,525, respectively.                      $14,652


                                       29
<PAGE>

          Apple Realty, Inc. (related through a common
          controlling shareholder),  secured by assets
          of the  Company,  past due and payable  upon
          demand.  Interest  accrues  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,  2006 and 2005  are  $16,938  and
          $16,299, respectively.                                         234,796

          L&M Media,  Inc.  (related  through a common
          controlling  shareholder) - Accounts payable
          for purchases,  converted into a note during
          the three month  period ended June 30, 2004.
          The  note is due on  demand,  unsecured  and
          interest  accrues at 6% per annum.  Interest
          expense  on this  note for the  years  ended
          March  31,  2006  and 2005  are  $2,435  and
          $2,145,                                                         35,755

                                                                        --------
          Total notes payable - related parties                         $285,203
                                                                        ========

On September 1, 2004, the Company entered into a consulting agreement with Apple
Realty,  Inc. The  agreement  stated that the Company  shall charge  $10,000 per
quarter for providing consulting services which will be offset against the notes
owed by the Company. The agreement terminated during the nine month period ended
December 31, 2005.

The Company  utilizes  office space,  telephone and utilities  provided by Apple
Realty, Inc. at estimated fair market values, as follows:

                                                Monthly             Annually
                                                -------             --------
          Rent                                         $100              $1,200
          Telephone                                     100               1,200
          Utilities                                     100               1,200
          Office Expense                                100               1,200
                                            ----------------    ----------------
                                                       $400              $4,800
                                            ================    ================

The Company has a month-to-month  agreement with Apple Realty,  Inc. for a total
monthly fee of $400 for the above expenses.

The Company paid $16,500 consulting fees to Apple Realty, Inc. during the fiscal
year ended March 31, 2006.


                                       30
<PAGE>

The Company  has a payable to George  Morris of $373,519 as of March 31, 2006 as
follows:

          Unsecured miscellaneous payables upon demand
          with interest at 6% per annum,  with monthly
          installments  of $3,000  beginning  June 30,
          2000. The Company has not made any principal
          payments to George Morris.

                                                                      $ 373,519
            Less Current Portion                                        373,519
                                                                      ---------
            Long-Term Portion                                         $    --
                                                                      =========

Due to officer are as follows:

              For the year ending March 31, 2006    Classification      Amount
              ----------------------------------    --------------      ------

                       Interest payable             Current           $ 22,562
                     Officer draw/payable           Current            287,524
                         Note payable               Current             63,433

                                                                      --------

                                                                      $373,519
                                                                      ========


Interest charged to expenses for the years ended March 31, 2006 and 2005, on the
above note were $19,913 and $16,301, respectively.

The Company  settled a balance due to Electronic  Media Central  Corporation,  a
party related through a common controlling shareholder, amounting to $90,426 and
recognized  a gain from  settlement  for the same  amount  during the year ended
March 31, 2006.

The Company has a payable to Electronic  Media Central  Corporation and Morris &
Associates,  Inc.,  parties  related through a common  controlling  shareholder,
amounting to $26,527 as of March 31, 2006.  The amounts are  temporary  loans in
the normal course of business, interest free, unsecured and due on demand.

ITEM 13.  EXHIBITS.

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


                                       31
<PAGE>

Exhibit
Number            Description of Exhibit
------            ----------------------

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

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

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

 3.2     -        Bylaws of Internet Infinity, Inc.*

 3.4     -        Certificate  of  Amendment  to  Articles of  Incorporation  of
                  Internet Infinity, Inc., a Nevada corporation++

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

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

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

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

14       -        Code of Ethics for CEO and Senior Financial Officers+

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

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

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

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


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

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


                                       32
<PAGE>

         +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.


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, 2006            $24,000
                  Fiscal Year ended March 31, 2005            $23,500

         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, 2006            $-0-
                  Fiscal Year ended March 31, 2005            $-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, 2006            $-0-
                  Fiscal Year ended March 31, 2005            $-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, 2006            $-0-
                  Fiscal Year ended March 31, 2005            $-0-

         Pre-Approval  of Audit and  Non-Audit  Services.  The  Audit  Committee
charter  requires that the committee  pre-approve  all audit,  review and attest
services and non-audit services before such services are engaged.


                                       33
<PAGE>

                                   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:  June 30, 2006                    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:  June 30, 2006                     /s/ George Morris
                                         ---------------------------------------
                                         George Morris, Chief Financial Officer,
                                         Vice President and Director




DATED:  June 30, 2006                     /s/ Roger Casas
                                         ---------------------------------------
                                         Roger Casas, President and Director




DATED:  June 30, 2006                     /s/ Shirlene Bradshaw
                                         ---------------------------------------
                                         Shirlene Bradshaw, Director





                                       34
<PAGE>

                             INTERNET INFINITY, INC.

                           COMMISSION FILE NO. 0-27633


                                INDEX TO EXHIBITS

                                   FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2006



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

Exhibit
Number            Description of Exhibit
------            ----------------------

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

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

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

 3.2     -        Bylaws of Internet Infinity, Inc.*

 3.4     -        Certificate  of  Amendment  to  Articles of  Incorporation  of
                  Internet Infinity, Inc., a Nevada corporation++

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

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

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

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

14       -        Code of Ethics for CEO and Senior Financial Officers+

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


                                       1
<PAGE>

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

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

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


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

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

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

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












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