INTERNET INFINITY, INC. - FORM 10-Q

Attached files

file	filename
EX-31.2 - CERTIFICATION CFO - INTERNET INFINITY, INC.	ex31-2.htm
EX-31.1 - CERTIFICATION CEO - INTERNET INFINITY, INC.	ex31-1.htm
EX-32.2 - CERTIFICATION CFO - INTERNET INFINITY, INC.	ex32-2.htm
EX-32.1 - CERTIFICATION CEO - INTERNET INFINITY, INC.	ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File No. 0-27633

INTERNET INFINITY, INC.

(Exact name of registrant as specified in its charter)

State of Incorporation: Nevada

IRS Employer I.D. Number: 95-4679342

413 Avenue G, # 1

Redondo Beach, California 90277

Telephone 310-493-2244

(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 [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

As of February 12, 2011, 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 [ ]

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

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	14

Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION		15

Item 1.	Legal Proceedings	15

Item 6.	Exhibits	16

SIGNATURES		17

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNET INFINITY INC.
Balance Sheet
as at December 31, 2010 (Unaudited) and March 31, 2010

	December 31,			March 31,
	2010			2010
	(Unaudited)
ASSETS
Cash and cash equivalents	$	413		$	-
Accounts Receivable	$	-		$	-

		413			-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities
Current Liabilities
Accounts Payable and Accrued Expenses		250,438		$	256,892
Note Payable		27,000			27,000
Note Payable - Related Parties		411,400			411,400
Due to Officer		335,600			305,239
Due to related party		7,209			7,209

Total Liabilities		912,910			1,007,740

Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value, 30,000,000 shares authorized,
none issued and outstanding at March 31, 2010 and 2009
Common Stock, $0.001 par value, 100,000,000 shares authorized,
28,718,780 shares issued and outstanding as at September 30, 2010
and March 31, 2010		28,719			28,719
Additional Paid-in Capital		1,075,043			1,075,043
Accumulated Deficit		(2,134,998	)		(2,111,502	)

Total Stockholders' Equity (Deficit)		(1,031,234	)		(1,007,740	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	413		$	-

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

INTERNET INFINITY INC.
Statement of Operations
for the Three and Six months Periods Ended December 31, 2010 and 2009

	For the 3 months ended						For the 9 months ended
	December 31,						December 31, 2010,
	2010			2009			2010			2009

Revenue	$	-		$	600		$	-		$	9,600
											-
Cost of Revenue		-			60			-			1,860

Gross Profit		-			540			-			7,740
								-			-
Operating Expenses:
Professional Fees		990			4,860			6,927			34,869
Consulting		190			-			1,100			900
Other		-			3,878			914			8,998
Total Operating Expenses		(1,180	)		8,738			8,941			44,767
								-			-
Loss from operations		(1,180	)		(8,198	)		(8,941	)		(37,027	)

Non-operating income (expense)
Interest expense		60			(13,891	)		(14,553	)		(40,052	)
Total other expense		60			(13,891	)		(14,553	)		(40,052	)
											-
Loss before income taxes		(1,240	)		(22,089	)		(23,494	)		(77,079	)
											-
Provision for income taxes		-									800
											-
Net Loss	$	(1,240	)	$	(22,089	)	$	(23,494	)	$	(77,879	)



Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average number of
common shares outstanding		28,718,780			28,718,780			28,718,780			28,718,780

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

INTERNET INFINITY INC.
Statement of Stockholders' Equity (Deficit)
For the period from April 1, 2006 to December 31, 2010
(Unaudited)

	Common Stock				Additional		Accum-			Total
	Number of				Paid-In		ulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit

Balances as of April 1, 2006		18,718,780	$	18,719	$	825,877	$	(1,677,595	)	$	(832,999	)
Shares issued part for debt
settlement, part for cash		10,000,000		10,000		240,000					250,000

Net loss for the year								(130,344	)		(130,344	)


Balances, March 31, 2007		28,718,780	$	28,719	$	1,065,877	$	(1,807,939	)	$	(713,343	)
Capital contribution						3,667					3,667

Net loss for the year								(119,527	)		(119,527	)


Balances, March 31, 2008		28,718,780	$	28,719	$	1,069,544	$	(1,927,466	)	$	(829,203	)
Capital contribution						5,499					5,499

Net loss for the year								(107,528	)		(107,528	)


Balances, March 31, 2009		28,718,780	$	28,719	$	1,075,043	$	(2,034,994	)	$	(931,232	)
Net loss for the year								(76,508	)		(76,508	)


Balances, March 31, 2010		28,718,780	$	28,719	$	1,075,043	$	(2,111,502	)	$	(1,007,740	)
Net loss for the period								(22,254	)		(22,254	)

Balances, Sep. 30, 2010		28,718,780		28,719		1,075,043		(2,133,756	)		(1,029,994	)
Net Loss for the period								(1,240	)		(1,240	)

Balances, Dec. 31 2010		28,718,780		28,719		1,075,043		(2,134,996	)		(1,031,234	)

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

INERNET INFINITY INC.
Statement of Cash Flows
for the six months ended December 31, 2010 and 2009
(Unaudited)


	2010			2009

Cash flows from operating activities:
Net loss	$	(23,494	)	$	(77,878	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Capital contribution via services provided					5,900
Change in operating assets and liabilities:
Accounts Receivable					(6,500	)
Accounts payable		(6,454	)		116,202
Net cash (used by) operating activities		(29,948	)		37,724

Cash flows from investing activities

Net cash (used by) investing activities		-			-

Cash flows from financing activities:
Increase (decrease) in due to related party					3,778
Increase (decrease) in due to officer		30,361			(41,329	)
Net cash provided by financing
activities		30,361			(37,551	)

Net increase (decrease) in cash		413			172

Cash, beginning of the period		-			-

Cash, end of the period	$	413		$	172



Supplemental cash flow disclosure:
Interest paid during the year	$	-		$	-
Taxes paid during the year	$	-		$	-

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

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE 1 ORGANIZATION

Internet Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware on October 27, 1995. III was 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. The Company is currently seeking an acquisition or merger to redirect the structure and management to new profitable activities.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities Exchange commission (the “SEC”) as applicable to smaller reporting companies, and generally accepted accounting principles for interim accounting reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10K. The results of the nine month period ended October 31, 2010 are not necessarily indicative of the results to be expected for the full year ending March 31, 2011.

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.

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.

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

Fair value of financial instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

-	Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

-	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial instruments as of April 30, 2010, reflect:

-	Cash: Level One measurement based on bank reporting.

-	Notes payable to Officers and related parties: Level 2 based on promissory notes.

Income taxes

The Company utilizes FASB ACS 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Earnings Per Share

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. 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 dilative 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 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.

The Company has no potentially dilutive securities outstanding as of December 31, 2010.

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

Recent Accounting Pronouncements

In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of ASC 855-10, Subsequent Events (formerly, SFAS No. 165, Subsequent Events) is consistent with existing auditing standards in defining subsequent events as events or transactions that occur after the balance sheet date but before the financial statements are issued or are available to be issued, but it also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new guidance defines two types of subsequent events: “recognized subsequent events” and “non-recognized subsequent events.” Recognized subsequent events provide additional evidence about conditions that existed at the balance sheet date and must be reflected in the company’s financial statements. Non-recognized subsequent events provide evidence about conditions that arose after the balance sheet date and are not reflected in the financial statements of a company. Certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. The new guidance was effective on a prospective basis for interim or annual periods ending after June 15, 2009. The Company adopted the provisions of ASC 855-10 as required.

In June 2009, the FASB issued new guidance which is now part of ASC 105-10 (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles). ASC 105-10 replaces FASB Statement No. 162, "The Hierarchy of Generally Accepted Accounting Principles", and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. ASC 105-10 is effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105-10 did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-01, amending SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles.” This Standard codified in ASC 105 is being modified to include the authoritative and non-authoritative levels of GAAP. This amendment is effective for financial statements issued for interim and annual periods ending after September 15, 2009. ASU No. 2010-01 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events ( ASC Topic 855), Amendments to Certain Recognition and Disclosure Requirements.” This Standard update requires a SEC Filer to (1) evaluate subsequent events through the date that the financial statements are issued or available to be issued, (2) defines “SEC Filer” as an entity that is required to file or furnish its financial statements with either the SEC or, with respect to an entity subject to Section 12(i) of the Securities Exchange Act of 1934, as amended, the appropriate agency under that Section, (3) not be bound to disclosing the date through which subsequent events have been evaluated, (4) note the definition of public entity is not longer defined nor necessary for Topic 855, (5) note the scope of the reissuance disclosure requirements is refined to include revised financial statements only. These Updates are effective for interim or annual periods ending after June 15, 2010. ASU No. 2010-09 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

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 $2,134,996 and its total liabilities exceeds its assets by $1,031,234. The Company incurred net losses of $26,108 and $77,879 for the nine months ended December 31, 2010 and 2009, 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.

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

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 to redirect the structure and management to new profitable activities. The Company is also seeking 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

December 31,		March 31,
2010		2010

$	27,000	$	27,000

Notes Payable consists of five notes payable to 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 accrual has been suspended due to the uncertainty of ability to repay the obligation, rendering additional obligations irrelevant.

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:

Internet Infinity, Inc. (The Company)	85.06	%
Morris & Associates, Inc.	71.30	%
Electronic Media Central, Corp.	82.87	%
Apple Realty, Inc.	100.00	%
L&M Media, Inc.	100.00	%

The Company has notes payable to related parties on September 30, 2010 as follows: Interest has been suspended due to the uncertainty of the ability to repay the obligations as well as the discretionary control over repayment, rendering additional obligations irrelevant.

	Dec. 31,		Mar. 31,
	2010		2010
Anna Moras (mother of George Morris), with interest at 6% per annum, unsecured and due upon 90 days written notice.	$	14,652	$	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	$	360,215	$	360,215
L&M Media, Inc. (related through a common controlling shareholder) – Accounts payable for purchases, converted into a note during in September , 2004. The note is due on demand, unsecured with interest at 6% per annum.	$	36,533	$	36,533$

Total notes payable – related parties	$	411,400	$	411,400

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

		Dec.31, 2010		Mar. 31 2010
The Company has a payable to officer as follows: Unsecured miscellaneous payable upon demand to George Morris, with interest at 6% per annum, with monthly installments of $3,000 beginning June 30, 2000 and paid as available. George Morris is the chairman of the Company. The Company has not made any principal payments to George Morris and is in default of this note.	Current	$	196,286	$	185,306

Note payable – Officer Unsecured note payable upon demand to George Morris, with interest at 6% per annum. The Company has not made any principle payments to George Morris and is in default of this note	Current		63,433	$	64,433

Interest payable – Officer	Current		61,059	$	61,059

Other obligations	Current	$	14,821	$	0

		$	335,600	$	305,139

The Company has a payable to Morris Business Development Company and Morris & Associates, Inc., two parties related through a common controlling shareholder, amounting to $7,209 as of June 30, 2010. The amount is interest free, unsecured and due on demand.

During the nine months ended September 30, 2010, the Company’s officers and directors did not charge for their services. In the prior fiscal year ended March 31, 2010, such contributed services were recorded as capital contribution in the amount of $5,499, which was determined based on the fair value of the services provided.

NOTE 6 INCOME TAXES

No provision was made for federal income tax for the year ended March 31, 2010 and 2009, since the Company had significant net operating loss. The net operating loss carryforwards may be used to reduce taxable income through the year 2028. 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 $1,457,500 as of December 31, 2010.

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

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:

	12/31/2010			3/31/2010
Deferred tax asset – net operating loss	$	583,000			573,130
Less valuation allowance		(583,000	)		(573,130	)

Net deferred tax asset	$	-			-

The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations:

	Dec. 31, 2010			March 31, 2010
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:

	12/31/2010			3/31/2010
Current tax expense:		-			-
Federal	$	-			-
State		800			800
Total current	$	800			800

Deferred tax credit:
Federal	$	24,026			23,905
State		4,292			4,218
Total deferred	$	28,318			28,123
Less: valuation allowance		(28,318	)		(28,123	)
Net deferred tax credit		-			-

Tax expense	$	800			800

NOTE 7 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.

INTERNET INFINITY, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

For the nine months ended December 31, 2010, the Company granted no options. As at December 31, 2010 there are no options outstanding.

NOTE 8 CAPITAL

During the nine months ended December 31, 2010, the Company did not issue any shares.

As of December 31, 2010 the Company had authorized 30,000,000 preferred shares of par value $0.001, of which none were issued and outstanding. As of December 31, 2010 the Company had authorized 100,000,000 shares of common stock of par value $0.001, of which 28,718,780 shares were issued and outstanding.

NOTE 9 SUBSEQUENT EVENTS

Events subsequent to December 31, 2010 have been evaluated through February 12, 2011, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading. Management found no subsequent events to be disclosed

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, , 2009 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 of (“Q3”) Fiscal 2010 Compared to Third Quarter (“Q3”) of Fiscal 2009

Sales

Internet Infinity revenues for Q3 2010 were $0, as compared with revenues of $60 in Q3 2009. This inability to increase revenues is attributable to the slowing economy and the lack of success in finding acquisitions..

Cost of Sales - Gross Margin

Our cost of sales was $0 for Q3 2010, as compared to $60for Q3 2009 since there very little Q3 sales.

Operating Expenses

Operating expenses for Q3 2010 decreased to $1,180 from $8,738 for Q3 2009. This decrease in operating expenses is primarily due to a decrease in operating activity.

Net Income (Loss)

The company had a net loss of 1,180 from operations in Q3 2010, as compared with a net loss of $8,198 from operations in Q3 2009. Overall, we had net loss after taxes including interest expense of $1,240 for Q3 2010 compared to $23,494 for Q3 of 2009

Balance Sheet Items

Our cash position increased to $413 at December 31, 2010 (Q3 2010) from $0 at December 31, , 2009 (Q3.

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.

Item 4. Controls and Procedures

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

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 6. Exhibits

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

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.*

10.4	Fulfillment Supply Agreement between Internet Infinity, Inc. and Ingram Book Company**
14	Code of Ethics for CEO and Senior Financial Officers+

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

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

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

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

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

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

***Previously filed with Form 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.

	INTERNET INFINITY, INC.

Dated: February 12, 2011	By:	/s/ George Morris
		George Morris, Chief Executive Officer

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