U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-QSB
x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2007

OR

o  TRANSITION REPORT PURSUANT TO 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)

Commission File No. 0-27633

State of Incorporation: Nevada
IRS Employer I.D. Number: 95-4679342
 
413 Avenue G, # 1
Redondo Beach, California 90277
Telephone 310-318-2244  
(Address and telephone number of registrant’s principal
executive offices and principal place of business)

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

As of February 12, 2008, there were 28,718,780 shares of the Registrant’s Common Stock, par value $0.001 per share, outstanding.

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

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



TABLE OF CONTENTS

   
Page
     
PART I - FINANCIAL INFORMATION
3
     
Item 1.
Financial Statements
3
     
Item 2.
Management’s Discussion and Analysis or Plan of Operation
14
     
Item 3.
Controls and Procedures
16
     
PART II - OTHER INFORMATION
16
     
Item 1.
Legal Proceedings
16
     
Item 2.
Unregistered Sales of Equity Securities
16
     
Item 3.
Defaults Upon Senior Securities
16
     
Item 4.
Submission of Matters to a Vote of Security Holders
17
     
Item 5.
Other Information
17
     
Item 6.
Exhibits
17
     
SIGNATURES
18

2

 
PART I - FINANCIAL INFORMATION
 
Item 1.     Financial Statements

   
Page
 
       
Balance Sheet (Unaudited) at December 31, 2007
   
4
 
Statements of Operations (Unaudited) for the Three Month and Nine Month Periods Ended December 31, 2007 and 2006
   
5
 
Statements of Cash Flows (Unaudited) for the Nine Month Periods Ended December 31, 2007 and 2006
   
6
 
Notes to Unaudited Financial Statements
   
7
 
 
3

 
BALANCE SHEET
DECEMBER 31, 2007
(Unaudited)
 
  ASSETS
       
CURRENT ASSETS
       
Cash & cash equivalents
 
$
605
 
Total assets  
    605  
         
  LIABILITIES AND STOCKHOLDERS' DEFICIT
       
         
CURRENT LIABILITIES
       
Accounts payable & accrued expenses
   
172,863
 
Note payable
   
27,000
 
Note payable - related parties
   
293,603
 
Due to officer
   
197,619
 
Due to related party
   
106,030
 
Total current liabilities
   
797,114
 
         
STOCKHOLDERS' DEFICIT
       
Preferred stock, $.001 par value; 30,000,000 shares authorized, none outstanding
   
-
 
Common stock, $.001 par value; 100,000,000 shares authorized, 28,718,780 outstanding
   
28,720
 
Additional paid in capital
   
975,451
 
Accumulated deficit
   
(1,800,680
)
Total stockholders' deficit
   
(796,509
)
Total liabilities and stockholders' deficit
 
$
605
 

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

4


STATEMENTS OF OPERATIONS
(Unaudited)
 
   
For the Three Month Periods
 
For the Nine Month Periods
 
   
Ended December 31,
 
Ended December 31,
 
   
2007
 
2006
 
2007
 
2006
 
                   
Net revenues
 
$
-
 
$
1,116
 
$
3,805
 
$
5,411
 
Cost of sales
   
-
   
893
   
3,044
   
4,329
 
Gross profit
   
-
   
223
   
761
   
1,082
 
                           
Operating expenses
                         
Professional fees
   
6,758
   
6,998
   
15,756
   
19,831
 
Salaries and related expenses
   
6,515
   
7,663
   
19,544
   
22,989
 
Consulting fees to related party
   
1,500
   
-
   
4,500
       
Others
   
4,853
   
5,147
   
15,161
   
14,404
 
Total operating expenses
   
19,625
   
19,808
   
54,961
   
57,224
 
     
 
   
 
   
 
   
 
 
Loss from operations
   
(19,625
)
 
(19,585
)
 
(54,200
)
 
(56,142
)
                           
Other income (expense):
                         
Interest expense
   
(9,593
)
 
(12,119
)
 
(28,169
)
 
(35,852
)
     
 
   
 
   
 
   
 
 
Loss before income taxes
   
(29,218
)
 
(31,704
)
 
(82,369
)
 
(91,994
)
                           
Provision for income taxes
   
-
   
800
   
800
   
800
 
                             
Net loss
 
$
(29,218
)
$
(32,504
)
$
(83,169
)
$
(92,794
)
                           
Basic and diluted weighted average number of  common stock outstanding
   
28,718,780
   
18,936,171
   
28,718,780
   
18,791,773
 
                           
Basic and diluted net loss per share
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)

Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities is anti-dilutive.
 
The accompanying notes are an integral part of these unaudited financial statements

5


STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2007 AND 2006
(Unaudited)
 
   
2007
 
2006
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
             
Net loss
 
$
(83,169
)
$
(92,793
)
Adjustments to reconcile net loss to net cash used in operating activities:
             
Changes in assets and liabilities:
             
Accounts payable and accrued expenses
   
29,448
   
4,518
 
Net cash used in operating activities
   
(53,721
)
 
(88,275
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Increase/ (decrease) in due to related company
   
22,783
   
54,558
 
Receipts from officer
   
26,680
   
15,997
 
Proceeds from shares issued
   
-
   
22,000
 
Proceeds from notes payable - related party
   
3,600
   
-
 
Net cash provided by financing activities
   
53,063
   
92,555
 
               
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
   
(658
)
 
4,280
 
               
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
   
1,263
   
1,225
 
               
CASH & CASH EQUIVALENTS, ENDING BALANCE
 
$
605
 
$
5,505
 
               
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
             
               
Interest paid
 
$  
   
$
 
 
Taxes paid
 
$
-
 
$
-
 

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

6

 
INTERNET INFINITY, INC.
NOTES TO UNAUDITED 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 replication services and the creation of replication masters. The Company was re-incorporated in Nevada on December 17, 2004.

NOTE 2
BASIS OF PRESENTATION AND BUSINESS

The accompanying financial statements have been prepared by Internet Infinity Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. The unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the financial position as of December 31, 2007, and the results of operations and cash flows for the related interim periods ended December 31, 2007 and 2006. The results of operations for the for the nine month periods ended December 31, 2007, are not necessarily indicative of the results that may be expected for the year ended March 31, 2008, or any other period.

The accounting policies followed by the Company and other information are contained in the notes to the Company’s financial statements filed on July 3, 2007, as part of the Company’s annual report on Form 10-KSB for the year ended March 31, 2007. This quarterly report should be read in conjunction with such annual report.

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.

Reclassifications

Certain comparative amounts have been reclassified to conform to the current period's presentation.

7


INTERNET INFINITY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Recent Pronouncements

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
 
a.  
A brief description of the provisions of this Statement
 
b.  
The date that adoption is required
 
c.  
The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
 
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.

8


INTERNET INFINITY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. The objective of this statement will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition -date fair value will limited exceptions. Statement 141 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 141R to have a material impact on the consolidated financial statements.

In December 2007, FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. This is statement has no effect on the financial statements as the Company does not have any outstanding non-controlling interest.
 
9


INTERNET INFINITY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 3
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 $1,800,680 at December 31, 2007. The Company has a net loss of $83,169 for the nine month period ended December 31, 2007.

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
ACCOUNT PAYABLE & ACCRUED EXPENSES

Accrued expenses consist of the following at December 31, 2007:

Accrued taxes
 
$
4,000
 
Accrued interest
   
122,671
 
Accrued legal and accounting
   
3,500
 
Accounts payable
   
42,692
 
   
$
172,863
 

NOTE 5
NOTES PAYABLE

Notes payable related to various unrelated parties total amounting to $27,000. The notes are due upon 90 days written notice from the note holders. The notes are unsecured, with interest ranging from 6% to 12% payable quarterly. The notes have been outstanding since 1990. Interest expense for the three month periods ended December 31, 2007 and 2006 was $660 and $660. Interest expense for the nine month periods ended December 31, 2007 and 2006 was $1,980 and $1,980. The Company has not paid interest on the notes during the nine month period ended December 31, 2007.

10


INTERNET INFINITY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 6
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:

Internet Infinity, Inc. (The Company)
   
85.10
%
Morris & Associates, Inc.
   
71.30
%
Morris Business Development Company
   
82.87
%
Apple Realty, Inc.
   
100.00
%
L&M Media, Inc.
   
100.00
%

The Company has notes payable to related parties on December 31,, 2007 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 quarter ended December 31, 2007 and 2006 on this note are $459 and $432 respectively. Interest expense for the nine month periods ended December 31, 2007 and 2006 on this note are $1,368 and $1,344 respectively. No interest has been paid as of the date of this report.
       
$
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 quarter ended December 31, 2007 and 2006 are $4,984 and $4,626 respectively. Interest expense on this note for the nine month periods ended December 31, 2007 and 2006 are $14,052 and $13,581 respectively. No interest has been paid as of the date of this report.
         
243,196
 
               
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 quarter ended December 31, 2007 and 2006 are $691 and $651 respectively. Interest expense on this note for the nine month periods ended December 31, 2007 and 2006 are $2,043 and $2,020 respectively. No interest has been paid as of the date of this report.
         
35,755
 
               
Total notes payable – related parties
         $
293,603
 
 
11


INTERNET INFINITY, INC.
NOTES TO UNAUDITED 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 has a payable to officer of $197,619 as of December 31, 2007 as follows:

As of December 31, 2007
 
Classification
 
Amount
 
           
Officer draw/payable
   
Current
 
$
128,638
 
Note payable
   
Current
   
63,433
 
Interest payable
   
Current
   
5,548
 
               
         
$
197,619
 

Unsecured miscellaneous payables upon demand to the chairman with interest at 6% per annum.

12


INTERNET INFINITY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

The Company has a payable to Morris Business Development Company and Morris & Associates, Inc., parties related through a common controlling shareholder, amounting to $98,820 and $7,209 respectively, as of December 31, 2007. The amounts are temporary loans in the normal course of business, interest free, unsecured and due on demand.

NOTE 7
CONCENTRATIONS OF CREDIT RISK

For the nine month periods ended December 31, 2007 and 2006, revenue from one customer represents 100% and 100% of the Company’s total revenue respectively. As of December 31, 2007, the receivable from this customer amounted to $0.

For the nine month periods ended December 31, 2007 and 2006, the Company has one vendor who represents 100% of total purchases. Accounts payable balance outstanding as of December 31, 2007 for this supplier was $0.

13

 
 
 
Item 2.   Management’s Discussion and Analysis or Plan of Operation

The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the three-month period ended December 31, 2007 and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See “Item 1. Financial Statements.” The discussion includes management’s expectations for the future.

Results of Operations – Third Quarter (“Q3”) of Fiscal 2008 Compared to Third Quarter (“Q3”) of Fiscal 2008

Sales

Internet Infinity revenues for Q3 2008 were $0 as compared with revenues of $1,116 in Q3 2007. This 100% decrease in sales is attributable to a ceasing to offer mastering electronic media due to a market shift to the online Internet delivery of information. Also, the company is in a transition period to develop an internet accelerator as opposed to selling the company in a merger.

Cost of Sales - Gross Margin

Our cost of sales was $0 for Q3 2008, as compared to $893 for Q3 2007 (80% of sales). Any increase in the percentage cost of sales and reduction in margin reflects an adjustment in the cost of DVD mastering provided by outside vendors without the company’s ability to pass along the higher costs.

Operating Expenses

Operating expenses for Q3 2008 decreased to $19,625 from $19,809 (1700% of sales) for Q3 2007. This decrease in operating expenses is primarily due to a decrease in consulting expense and an increase in other expenses.

Net Income (Loss)

The company had a net loss of $29,218 in Q3 2008, as compared with a net loss of $32,504 (303% of sales) in Q3 2007.

Balance Sheet Items

Our cash position decreased to $605 at December 31, 2007 (Q3 2008) by $4,900 from $5,505 at December 31, 2006 (Q3 2007).

Results of Operations – First Nine Months of Fiscal Year 2008 Compared to First Nine Months of Fiscal Year 2007 .

Internet Infinity revenues for the first nine months of FY 2008 were $3,805, a $1,606 or 30% decrease in revenues from $5,411 in the first nine months of FY 2007. The decrease in sales was attributable to a decrease in sales from our largest customer that had an unusually large increase in the prior year.
 
14

 
Cost of Sales - Gross Margin

Our cost of sales decreased to $3,044 for the first nine months of FY 2008, or 80% of sales, as compared with $4,329 for the first nine months of FY 2007, or 80% of sales. This set percentage in the cost of sales is due to a set percentage cost from our supplier and a change in services provided of the authoring of electronic media services.
 
Operating Expenses

Operating expenses for the first nine months of FY 2008 decreased to $54,961 or 1090% of sales, from $57,224, or 226% of sales, for the first nine months of FY 2007. This decrease in operating expenses is primarily due to a decrease of $5,390 in professional fees and an $830 decrease in other expenses.

Net Income (Loss)

We had a net loss of $83,169 in the first nine months of FY 2008 as compared with a net loss of $92,793 in the first nine months of FY 2007. The net loss for the first nine months of 2008 is attributable to significantly lower sales.

Financial Conditions

At December 31, 2007 we had a working capital deficit of $796,509 consisting of current assets totaling $605 and current liabilities totaling $797,114. The December 31, 2007 working capital deficit decreased by $120,719 as compared to the December 31, 2006 working capital deficit balance of $675,790. The reduction in the working capital deficit was primarily due to an additional investment in cash from and a reduction in loans payable to George Morris, chairman of our company.

Off-Balance Sheet Arrangements

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

·
an obligation under a guarantee contract,
·
a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,
·
any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or
·
any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.
 
15

 
Item 3.
 
Controls and Procedures
 
Evaluation of disclosure controls and procedures . The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and provide reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms. Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.
 
Legal Proceedings

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

No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.

Item 2.
 
Unregistered Sales of Equity Securities

None.

Item 3.
 
Defaults Upon Senior Securities

None.
 
16

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

None.

Item 5.
 
Other Information

None.

Item 6.     Exhibits and Reports on Form 8-K

(a)
Exhibits

The following exhibits are filed, by incorporation by reference, as part of this Form 10-QSB:
 
2
Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation*
   
2.1
Plan of Merger (Internet Infinity - Delaware into Internet Infinity - Nevada)***
   
2.2
State of Delaware Certificate of Merger of Domestic Corporation into Foreign Corporation which merges Internet Infinity, Inc., a Delaware corporation, with and into Internet Infinity, Inc., a Nevada corporation***
   
2.3
Articles of Merger (Pursuant to NRS 92A.200) which merges Internet Infinity, Inc., a Delaware corporation, with Internet Infinity, Inc., a Nevada corporation, with the Nevada corporation being the surviving entity***
   
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.*
   
3.3
Corporate Charter and Articles of Incorporation of Internet Infinity, Inc., a Nevada corporation***
   
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.*
   
 
17

 
10.4
Fulfillment Supply Agreement between Internet Infinity, Inc. and Ingram Book Company**
   
14
Code of Ethics for CEO and Senior Financial Officers+
   
31
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
*Previously filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated herein.
 
**Previously filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission File No. 0-27633 incorporated herein.
 
***Previously filed with Form 8-K Current Report March 14, 2005, 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 Current Report February 17, 2006; Commission File No. 0-27633 incorporated herein.
 
SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 18, 2008
INTERNET INFINITY, INC.
   
 
By
/s/ Roger Casas
   
Roger Casas, President and Chief Executive Officer
 
18

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