U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1 TO
FORM
10-K
x
ANNUAL
REPORT
UNDER SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED MARCH 31, 2008
OR
o
TRANSITION UNDER
SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
transition period from ________ to ________
INTERNET
INFINITY, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-27633
|
95-4679342
|
|
(state
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
I.D.
Number)
|
413
Avenue G, #1
Redondo
Beach, CA 90277
(310)
318-2244
____________________________________________________
(Address
and telephone number of registrant's principal
executive
offices and principal place of business)
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.001 par value
Check
whether the registrant is a well-known seasoned issuer, as defined in Rule
405
of the Securities Act. Yes
o
No
x
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes
o
No
x
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act during the past twelve months (or for
such shorter period that the registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
x
State
issuer’s revenues for its most recent fiscal year: $3,805
State
the
aggregate market value of the 4,221,084 voting and non-voting common equity
held
by non-affiliates computed by reference to the $0.025 average bid and asked
price of such common equity, as of July 11, 2008: $1,056,771.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Smaller
reporting company
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
x
No
o
As
of
July 11, 2008, there were 28,718,780 shares of the Registrant's Common Stock,
par value $0.001 per share, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
If
the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).
None
Transitional
Small Business Disclosure Format (check one): Yes
o
No
x
TABLE
OF CONTENTS
|
PART
I
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ITEM
1
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Business
|
1
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|
ITEM
2
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Properties
|
3
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|
ITEM
3
|
Legal
Proceedings
|
3
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|
ITEM
4
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Submission
of Matters to a Vote of Security Holders
|
3
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PART
II
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ITEM
5
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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ITEM
7
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Management’s
Discussion and Analysis of Financial Condition and
|
3
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Results
of Operations
|
5
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|
ITEM
8
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Financial
Statements and Supplementary Data
|
7
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ITEM
9
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
25
|
|
ITEM 9A(T)
|
Controls
and Procedures
|
25
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|
ITEM
9B
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Other
Information
|
26
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PART
III
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ITEM
10
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Directors,
Executive Officers and Corporate Governance
|
26
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ITEM
11
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Executive
Compensation
|
31
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|
ITEM
12
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
32
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ITEM
13
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Certain
Relationships and Related Transactions, and Director Independence
|
33
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ITEM
14
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Principal
Accounting Fees and Services
|
34
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PART
IV
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ITEM
15
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Exhibits,
Financial Statement Schedules
|
35
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PART
I
ITEM
1.
DESCRIPTION
OF BUSINESS.
Business
Development
.
Internet
Infinity, Inc. (the "Company") was incorporated on October 27, 1995 in the
State
of Delaware. We now conduct our business from our sales headquarters office
in
Redondo Beach, California. We first had revenues from operations in
1996.
Our
initial focus was on selling Internet software. By early 1997 our software
sales
were slipping toward zero and Internet Infinity had to find an alternative
revenue opportunity to survive.
We
turned
our attention and efforts to selling electronic media duplication and packaging
services offered by an unaffiliated company, Video Magnetics, LLC. We did this
through our wholly-owned subsidiary, Electronic Media Central Corporation.
However, as the result of distributing all the shares of Electronic Media
Central Corporation on September 25, 2001 to the shareholders of record on
September 18, 2002, Internet Infinity ceased being in the media duplication
business, but remained in the
creation
of duplication masters and packaging design and printing.
Today,
a
company merger partner is being sought as another potential avenue for revenue
growth. However, there is no assurance that the singles project or a merger
can
or will be successful at any time.
Our
Business
.
We
have
one principal product:
|
|
·
|
Author
and create masters of electronic media products for replication and
duplication.
|
Suppliers
and Sub-Contractors
We
receive orders by telephone. We bill for the shipment at a cost negotiated
for
the order by our one salesperson.
The
functional relationship between Internet Infinity and Apple Realty, Inc.
dba/Morris Group consultants, a company owned by George Morris, the controlling
shareholder and officer and director of Internet Infinity is one of independent
contractors. Apple Realty, Inc dba/ Morris Group with its business broker real
estate license is helping our company develop and implement a strategy for
possible merger and acquisition activity by Internet Infinity.
Distribution
Methods
We
distribute our products through an independent contractor sales representative
working from his home with the telephone, fax, mail and the Internet. Shipments
are made throughout the United States.
Our
sales
representative is paid on an incentive bonus based on the gross profit generated
each month. The sales representative is responsible for managing his account
orders and customer service. We have shifted to a performance compensation
method and will attempt to recruit more sales persons under the direction of
a
performance compensated manager.
Competition
The
electronic media master business is highly competitive. Numerous small regional
competitors such as our company serve the smaller regional business and
nonprofit organization markets. We compete with both price and customer
services. In addition, we monitor offers from competitors on the Internet,
through direct mail and through comparison-shopping, to remain competitive.
Advertising
and Promotion
Our
advertising and promotion is primarily electronic-media focused. We engage
in
telephone and fax campaigns to prospect for media business.
Dependence
on Major Customers
With
only
one large customer at $3,805 sales for fiscal 2008, our company will most likely
discontinue all sales operations with the loss of this customer. Revenue for
Internet Infinity may go to zero if no merger or alternative business is
found.
Patents,
Trademarks and Licenses
We
have
no proprietary patents, trademarks or licenses.
Government
Approval and Regulations
We
need
no governmental approval for the design and marketing of our electronic media.
We are not aware of any proposed governmental regulations that would affect
our
operations.
Research
and Development
We
have
no budget for research and development.
Cost
of Compliance with Environmental Laws
There
are
no environmental laws that impact any of our operations of marketing and
distributing electronic duplication media, pre-recorded video programs or
Internet services.
Seasonality
Our
sales
are almost evenly distributed at this time across the year. There are slight
variations with the fall and winter exceeding the spring and summers seasons
for
a variety of factors including vacation, school and holiday cycles.
Employees
We
employ
one part-time person.
New
Products & Services
No
new
products or services are planned.
ITEM
2.
PROPERTIES.
Our
one
part-time person requires less than 100 square feet of office space provided
by
our Chairman George Morris with utilities for the operation. Storage of our
records and accounting documents are provided by George Morris, public storage
and Roger Casas, our sales person. .
ITEM
3.
LEGAL
PROCEEDINGS.
We
are
not, and none of our property is, a party to any pending legal proceedings,
and
no such proceedings are known to be contemplated.
ITEM
4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There
were no matters submitted to a vote of the stockholders of our company during
FY
2008 through the solicitation of proxies or otherwise.
PART
III
|
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF
EQUITY SECURITIES.
|
Market
Information
.
Internet Infinity’s common stock is quoted on the Electronic OTC Bulletin Board.
Its symbol is “ITNF.”
During
the last two fiscal years, the range of high and low bid information for our
common stock is set forth below. The source of this information is the OTC
Bulletin Board.
The
quotations reflect the inter-dealer prices without markup, markdown or
commissions and may not represent actual transactions.
|
|
|
|
|
High
|
|
Low
|
|
|
FY
2007
|
|
|
1st
Qtr.
|
|
|
0.026
|
|
|
0.025
|
|
|
|
|
|
2nd
Qtr.
|
|
|
0.025
|
|
|
0.025
|
|
|
|
|
|
3rd
Qtr.
|
|
|
0.025
|
|
|
0.02
|
|
|
|
|
|
4th
Qtr.
|
|
|
0.04
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
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|
FY
2008
|
|
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1
st
Qtr.
|
|
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0.03
|
|
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0.03
|
|
|
|
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|
2
nd
Qtr.
|
|
|
0.03
|
|
|
0.02
|
|
|
|
|
|
3
rd
Qtr.
|
|
|
0.02
|
|
|
0.01
|
|
|
|
|
|
4
th
Qtr.
|
|
|
0.01
|
|
|
0.01
|
|
On
June
12, 2008 there were 28,718,780 shares of common stock outstanding. No shares
are
subject to securities convertible into such shares of stock.
Holders
.
On June
12, 2008 there were approximately 230 holders of record of our common stock.
Some 2,308,564 shares of common stock are held in brokerage accounts under
the
record name of “Cede & Co.”
Dividends
.
No cash
dividends have been declared on the common stock. There are no restrictions
that
limit the ability of the company to pay dividends on the common stock or that
are likely to do so in the future.
Recent
Sales of Unregistered Securities
.
During
the past three fiscal years, there was one unregistered sale of our common
stock
by the company. On December 29, 2006, we sold 10 million shares of our common
stock in exchange for $28,000 cash and the extinguishment of $222,000 debt
owed
to the purchaser of the shares – L&M Media, Inc. which is under the control
of George Morris, chairman of the board of directors, chief financial officer,
and controlling shareholder of the company.
Reports
to Security Holders
.
We
file
reports with the Securities and Exchange Commission. These reports are annual
10-K, quarterly 10-Q and periodic 8-K reports. We will furnish stockholders
with
annual reports containing financial statements audited by independent certified
public accountants and such other periodic reports as we may deem appropriate
or
as required by law. The public may read and copy any materials we file with
the
SEC at the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation
of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. Internet
Infinity is an electronic filer, and the SEC maintains an Internet Web site
that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The address of such
site is
http://www.sec.gov
.
ITEM
7.
MANAGEMENT’S
DISCUSSION AND ANALYSIS.
The
following discussion and analysis should be read in conjunction with the
financial statements and the accompanying notes thereto and is qualified in
its
entirety by the foregoing and by more detailed financial information appearing
elsewhere. See "Financial Statements."
Results
of Operations
The
following table presents, as a percentage of sales, certain selected financial
data for the two fiscal years ended March 31, 2008 and March 31,
2007.
|
|
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Years
Ended 3-31
|
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2007
|
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2008
|
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|
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Sales
|
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100.0
|
%
|
|
100.0
|
%
|
|
Cost
of sales
|
|
|
80.0
|
|
|
80.0
|
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|
Gross
margin
|
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20.0
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20.0
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Selling,
general and administrative expenses
|
|
|
(1,685.0
|
)
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|
(2164.0
|
)
|
|
Interest
income (expense)
|
|
|
(827.0
|
)
|
|
(997.5
|
)
|
Net
income (loss) before
income taxes
|
|
|
(2,394.0
|
)
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|
(3141.0
|
)
|
Sales
Sales
decreased by $1,606 from $5,411 in the fiscal year ended March 31, 2007 to
$3,805 in the fiscal year ended March 31, 2008, a decrease of 30.0 percent.
The
decrease in sales was attributable primarily to a lack of orders from our main
customer due to competition.
Gross
Margin
Gross
margin decreased by 30 percent in fiscal year 2008 to $761 from fiscal year
2007. The decrease in gross margin was attributable to lack of
orders.
Selling,
General and Administrative Expense
Selling,
general and administrative expenses decreased by $8,817 from $91,151, in fiscal
year 2007, to $82,334 in fiscal year 2008. A breakdown of the changes
is:
|
·
|
Consulting
fees to related party increased very little to $9,867 in fiscal year
2008
from $6,200 in 2007
|
|
·
|
Professional
fees decreased little to $33,761 in fiscal year 2008 from $34,059
in
2007
|
|
·
|
Other
expenses decreased to $16,750 in fiscal year 2008 from $20,440
in 2007 due
to lower sales.
|
|
·
|
Salaries
and related expense decreased from $30,651 for 2007 to 21,956 for
2008.
|
Net
Profit (Loss)
We
had a
net loss from operations, after a provision for income taxes, in the fiscal
year
ended March 31, 2008 of $119,527, or $0.004 a share of our common stock. In
the fiscal year ended March 31, 2007 we had a net loss, after a provision
for income taxes, of $130,344, or $0.01 a share of common stock. The loss
increased primarily due to a reduction in sales.
Balance
Sheet Items
The
net
loss of $119,527 for the fiscal year ended March 31, 2008 increased the
retained earnings deficit from $1,717,513 on March 31, 2007 to $1,927,465 on
March 31, 2008. Our cash position decreased from $1,263 for the fiscal year
ended March 31, 2007 to $990 for the fiscal year ended March 31, 2008. Accounts
receivable net of allowance for doubtful accounts from non-affiliates remains
unchanged at $0 at the end of fiscal year 2008 and 2007, while inventory
remained unchanged at zero for the fiscal year ended March 31, 2008 and
2007.
Outlook
The
statements made in this Outlook are based on current plans and expectations.
These statements are forward-looking, and actual results may vary considerably
from those that are planned.
We
have
been able to stay in operation only (1) from the cash flow generated from the
sale of authoring and mastering electronic media products, and (2) because
George Morris personally advanced funds to our Company when needed.
Internet
Infinity, Inc. management believes that it will not generate sufficient cash
flow to support operations during the twelve months ended March 31, 2009.
Although sales and expenses could continue to decline and even if our company
can generate a net profit and positive cash flow from operations, additional
funds will be necessary for continued operation of the company.
Our
auditors have issued a going concern statement in Note 3 of the attached
financial statements.
In
addition to cash provided from operations, loans from George Morris can provide
additional cash to Internet Infinity.
The
payment record of our existing customers has been good with low bad-debt losses
for over two years from authoring and mastering service customers. Accordingly,
management believes the risk of non-payment in the future is manageable if
the
company extends credit to our existing customers.
Off-Balance
Sheet Arrangements
Our
company has not entered into any transaction, agreement or other contractual
arrangement with an entity unconsolidated with us under which we have
|
|
·
|
an
obligation under a guarantee
contract,
|
|
|
·
|
a
retained or contingent interest in assets transferred to the
unconsolidated entity or similar arrangement that serves as credit,
liquidity or market risk support to such entity for such
assets,
|
|
|
·
|
an
obligation, including a contingent obligation, under a contract
that would
be accounted for as a derivative instrument,
or
|
|
|
·
|
an
obligation, including a contingent obligation, arising out of
a variable
interest in an unconsolidated entity that is held by, and material
to, us
where such entity provides financing, liquidity, market risk
or credit
risk support to, or engages in leasing, hedging, or research
and
development services with,
us.
|
Our
Company has signed a non-binding Letter of Intent “LOI” to merge with Toshiba
Display Systems.
ITEM
8.
FINANCIAL
STATEMENTS.
|
|
|
Page
|
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
8
|
|
|
Balance
Sheet at March 31, 2008 and 2007
|
|
|
9
|
|
|
Statement
of Operations for the Years Ended March 31, 2008 and 2007
|
|
|
10
|
|
|
Statement
of Stockholders’ Deficit for the Years Ended March 31, 2008 and
2007
|
|
|
11
|
|
|
Statement
of Cash Flows for the Years Ended March 31, 2008 and 2007
|
|
|
12
|
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|
Notes
to Financial Statements
|
|
|
13
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Stockholders and Board of Directors
Internet
Infinity, Inc
We
have
audited the accompanying balance sheet of Internet Infinity, Inc., a Nevada
Corporation (“the Company”) as of March 31, 2008 and 2007 and the related
statements of operations, stockholders’ deficit and cash flows for the years
ended March 31, 2008 and 2007. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We
conducted our audits of these statements in accordance with the standards of
the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well
as evaluating the overall financial statement presentation. We believe that
our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Internet Infinity, Inc. as of
March
31, 2008 and 2007 and the results of its operations and its cash flows for
the
years ended March 31, 2008 and 2007 in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company’s significant operating losses and insufficient capital
raise substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
/s/
Kabani & Company, Inc.
KABANI
& COMPANY, INC.
CERTIFIED
PUBLIC ACCOUNTANTS
Los
Angeles, California
June
20,
2008
BALANCE
SHEETS
FOR
THE YEARS ENDED MARCH 31, 2008 AND 2007
|
|
|
2008
|
|
2007
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
|
|
|
Cash
& cash equivalents
|
|
$
|
990
|
|
$
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
990
|
|
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts
payable & accrued expenses
|
|
|
176,080
|
|
|
143,418
|
|
|
Note
payable
|
|
|
27,000
|
|
|
27,000
|
|
|
Note
payable - related parties
|
|
|
294,803
|
|
|
290,003
|
|
|
Due
to officer
|
|
|
222,668
|
|
|
170,939
|
|
|
Due
to related party
|
|
|
109,642
|
|
|
83,247
|
|
|
Total
current liabilities
|
|
|
830,193
|
|
|
714,606
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT
|
|
|
|
|
|
|
|
|
Preferred
stock, $.001 par value; 30,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
none issued and outstanding
|
|
|
-
|
|
|
-
|
|
|
Common
stock, $.001 par value; 100,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
28,718,780 shares issued and outstanding
|
|
|
28,719
|
|
|
28,719
|
|
|
Additional
paid in capital
|
|
|
1,069,543
|
|
|
975,451
|
|
|
Accumulated
deficit
|
|
|
(1,927,465
|
)
|
|
(1,717,513
|
)
|
|
Total
stockholders' deficit
|
|
|
(829,203
|
)
|
|
(713,343
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' deficit
|
|
$
|
990
|
|
$
|
1,263
|
|
The
accompanying notes are an integral part of these financial
statements
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED MARCH 31, 2008 AND 2007
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Net
revenues
|
|
$
|
3,805
|
|
$
|
5,411
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
3,044
|
|
|
4,329
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
761
|
|
|
1,082
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
33,761
|
|
|
34,059
|
|
|
Salaries
and related expenses
|
|
|
21,956
|
|
|
30,651
|
|
|
Consulting
fees to related party
|
|
|
9,867
|
|
|
6,000
|
|
|
Other
|
|
|
16,750
|
|
|
20,440
|
|
|
Total
operating expenses
|
|
|
82,334
|
|
|
91,151
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(81,573
|
)
|
|
(90,069
|
)
|
|
|
|
|
|
|
|
|
|
|
Non-operating
income (expense):
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(37,954
|
)
|
|
(44,749
|
)
|
|
Gain
on settlement of debts
|
|
|
-
|
|
|
5,274
|
|
|
Total
other income (expense)
|
|
|
(37,954
|
)
|
|
(39,475
|
)
|
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
|
(119,527
|
)
|
|
(129,544
|
)
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
800
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(119,527
|
)
|
$
|
(130,344
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic
& diluted weighted average number of
|
|
|
|
|
|
|
|
|
common
stock outstanding
|
|
|
28,718,780
|
|
|
21,239,328
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& diluted net loss per share
|
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
Weighted
average number of shares used to compute basis and diluted loss per share
is the
same since the effect of dilutive securities is anti-dilutive
The
accompanying notes are an integral part of these financial
statements
STATEMENTS
OF STOCKHOLDERS' DEFICIT
FOR
THE YEARS ENDED MARCH 31, 2008 AND 2007
|
|
|
Common
stock
|
|
|
|
|
|
Total
|
|
|
|
|
Number
of
|
|
|
|
Additional
|
|
Accumulated
|
|
stockholders'
|
|
|
|
|
shares
|
|
Amount
|
|
paid in capital
|
|
deficit
|
|
deficit
|
|
|
Balance
as of March 31, 2006
|
|
|
18,718,780
|
|
|
18,719
|
|
|
825,877
|
|
|
(1,677,595
|
)
|
|
(832,999
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued part for debt settlement and part for cash
|
|
|
10,000,000
|
|
|
10,000
|
|
|
240,000
|
|
|
-
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(130,344
|
)
|
|
(130,344
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of March 31, 2007
|
|
|
28,718,780
|
|
$
|
28,719
|
|
$
|
1,065,877
|
|
$
|
(1,807,939
|
)
|
$
|
(713,343
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contribution
|
|
|
-
|
|
|
-
|
|
|
3,667
|
|
|
-
|
|
|
3,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(119,527
|
)
|
|
(119,527
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of March 31, 2008
|
|
|
28,718,780
|
|
$
|
28,719
|
|
$
|
1,069,543
|
|
|
(1,927,465
|
)
|
|
(829,203
|
)
|
The
accompanying notes are an integral part of these financial
statements
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED MARCH 31, 2008 AND 2007
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(119,527
|
)
|
$
|
(130,344
|
)
|
|
Adjustments
to reconcile net loss to net cash used in
|
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
|
Capital
contribution via services provided
|
|
|
3,667
|
|
|
-
|
|
|
Increase
in accounts payable and accrued expenses
|
|
|
32,662
|
|
|
21,443
|
|
|
Increase/
(decrease) in due to related company
|
|
|
26,395
|
|
|
56,720
|
|
|
Net
cash used in operating activities
|
|
|
(56,802
|
)
|
|
(52,182
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Increase
(decrease) in due to officer
|
|
|
51,729
|
|
|
19,420
|
|
|
Proceeds
from shares issued
|
|
|
-
|
|
|
28,000
|
|
|
Proceeds
from notes payable - related party
|
|
|
4,800
|
|
|
4,800
|
|
|
Net
cash provided by financing activities
|
|
|
56,529
|
|
|
52,220
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
|
|
|
(274
|
)
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& CASH EQUIVALENTS, BEGINNING BALANCE
|
|
|
1,263
|
|
|
1,225
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& CASH EQUIVALENTS, ENDING BALANCE
|
|
$
|
990
|
|
$
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY
DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid during the year
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Taxes
paid during the year
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY
DISCLOSURES OF NON -CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for debt settlement
|
|
$
|
-
|
|
$
|
222,000
|
|
The
accompanying notes are an integral part of these financial
statements
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
1
ORGANIZATION
Internet
Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware
on October 27, 1995. III is in the business of distribution of electronic
media
duplication services and electronic blank media. The Company was re-incorporated
in Nevada on December 17, 2004.
NOTE
2
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Use
of estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash
and cash equivalents
The
Company considers all liquid investments with a maturity of three months
or less
from the date of purchase that are readily convertible into cash to be cash
equivalents.
Accounts
Receivable
The
Company maintains reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate
the
adequacy of these reserves. Reserves are recorded primarily on a specific
identification basis. Accounts receivable and allowance for doubtful debts
amounted to $0 as at March 31, 2008 and 2007.
Property
& Equipment
Capital
assets are stated at cost. Equipment consisting of computers is carried at
cost.
Depreciation of equipment is provided using the straight-line method over
the
estimated useful lives of the assets. Expenditures for maintenance and repairs
are charged to expense as incurred. The Company did not have any property
&
equipment at March 31, 2008.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
Long-lived
assets
Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS
144"), which addresses financial accounting and reporting for the impairment
or
disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for
the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of,"
and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations for a Disposal of a Segment of a Business." The
Company periodically evaluates the carrying value of long-lived assets to
be
held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amounts. In that event,
a
loss is recognized based on the amount by which the carrying amount exceeds
the
fair market value of the long-lived assets. Loss on long-lived assets to
be
disposed of is determined in a similar manner, except that fair market values
are reduced for the cost of disposal.
Accounts
payable & accrued expenses
Accounts
payable and accrued expenses consist of the following at March 31,
2008
|
|
|
2008
|
|
2007
|
|
|
Accounts
Payable
|
|
$
|
27,665
|
|
$
|
20,625
|
|
|
Accrued
taxes
|
|
|
4,000
|
|
|
3,200
|
|
|
Accrued
accounting
|
|
|
15,500
|
|
|
15,000
|
|
|
Accrued
interest
|
|
|
128,915
|
|
|
104,593
|
|
|
|
|
$
|
176,080
|
|
$
|
143,418
|
|
Income
taxes
The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the
recognition of deferred tax assets and liabilities for the expected future
tax
consequences of events that have been included in the financial statements
or
tax returns. Under this method, deferred income taxes are recognized for
the tax
consequences in future years of differences between the tax bases of assets
and
liabilities and their financial reporting amounts at each period end based
on
enacted tax laws and statutory tax rates applicable to the periods in which
the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
The
Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes." Deferred taxes are provided on the liability method whereby
deferred tax assets are recognized for deductible temporary differences,
and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of
assets
and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely
than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes
in
tax laws and rates on the date of enactment. For the years ended March 31,
2008
and 2007, such differences were insignificant.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
Stock-based
compensation
The
Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
No. 123R”), under the modified-prospective transition method on
January 1, 2006. SFAS No. 123R requires companies to measure and
recognize the cost of employee services received in exchange for an award
of
equity instruments based on the grant-date fair value. Share-based compensation
recognized under the modified-prospective transition method of SFAS
No. 123R includes share-based compensation based on the grant-date fair
value determined in accordance with the original provisions of SFAS
No. 123, Accounting for Stock-Based Compensation, for all share-based
payments granted prior to and not yet vested as of January 1, 2006 and
share-based compensation based on the grant-date fair-value determined in
accordance with SFAS No. 123R for all share-based payments granted after
January 1, 2006. SFAS No. 123R eliminates the ability to account for
the award of these instruments under the intrinsic value method prescribed
by
Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock
Issued to Employees, and allowed under the original provisions of SFAS
No. 123. Prior to the adoption of SFAS No. 123R, the Company accounted
for our stock option plans using the intrinsic value method in accordance
with
the provisions of APB Opinion No. 25 and related interpretations. The
company did not have any options or warrants outstanding as at March 2008
and
2007.
Fair
value of financial instruments
Statement
of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair
values
of financial instruments. The carrying amounts reported in the statements
of
financial position for current assets and current liabilities qualifying
as
financial instruments are a reasonable estimate of fair value.
Basic
and
Diluted Earnings Per Share
E
arnings
per share is calculated in accordance with the Statement of financial accounting
standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded
Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for
all
periods presented has been restated to reflect the adoption of SFAS No. 128.
Basic net loss per share is based upon the weighted average number of common
shares outstanding. Diluted net loss per share is based on the assumption
that
all dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the
period
(or at the time of issuance, if later), and as if funds obtained thereby
were
used to purchase common stock at the average market price during the period.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
Revenue
Recognition
The
Company's revenue recognition policies are in compliance with Staff accounting
bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company
exist
and collectibility is reasonably assured.
Issuance
of shares for service
The
Company accounts for the issuance of equity instruments to acquire goods
and
services based on the fair value of the goods and services or the fair value
of
the equity instrument at the time of issuance, whichever is more reliably
measurable.
Segment
Reporting
Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach
model
is based on the way a company's management organizes segments within the
company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company.
SFAS
131 has no effect on the Company’s financial statements as substantially all of
the Company's operations are conducted in one industry segment.
Reclassifications
Certain
comparative amounts have been reclassified to conform with the current year's
presentation.
Recent
Pronouncements
In
September 2006, FASB issued SFAS No. 157 “Fair Value Measurements”. This
Statement defines fair value, establishes a framework for measuring fair
value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, FASB having
previously concluded in those accounting pronouncements that fair value is
the
relevant measurement attribute. Accordingly, this Statement does not require
any
new fair value measurements. However, for some entities, the application
of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15,
2007,
and interim periods within those fiscal years. Management believes that this
Statement will not have a significant impact on the consolidated financial
statements.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
In
September 2006, FASB issued SFAS No. 158 “Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This Statement improves financial reporting by
requiring an employer to recognize the over funded or under funded status
of a
defined benefit postretirement plan (other than a multiemployer plan) as
an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net
assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan
as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required
to
initially recognize the funded status of a defined benefit postretirement
plan
and to provide the required disclosures as of the end of the fiscal year
ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal
year
ending after June 15, 2007. However, an employer without publicly traded
equity
securities is required to disclose the following information in the notes
to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of
this
Statement in preparing those financial statements:
|
|
a)
|
A
brief description of the provisions of this Statement;
|
|
|
|
|
|
|
b)
|
The
date that adoption is required; and
|
|
|
|
|
|
|
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. We are currently evaluating
the
effect of this pronouncement on our consolidated financial statements.
In
February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. This Statement allows entities to choose,
at
specified election dates, to measure eligible financial assets and liabilities
at fair value that are not otherwise required to be measured at fair value.
If a
company elects the fair value option for an eligible item, changes in that
item's fair value in subsequent reporting periods must be recognized in current
earnings. SFAS No. 159 also establishes presentation and disclosure requirements
designed to draw comparison between entities that elect different measurement
attributes for similar assets and liabilities. Management does not believe
SFAS
No. 159 will have a material impact on our consolidated financial position,
results of operations or cash flows, as the Company has elected not to apply
the
fair value option for any of its eligible financial instruments and other
items.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling (minority) interest
in
a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the fiscal years, and
interim periods within those fiscal years, beginning on or after December
15,
2008. Based on current conditions, management does not expect the adoption
of
SFAS No. 160 to have a significant impact on the Company’s results of operations
or financial position.
In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, “Business Combinations”. This Statement retains
the fundamental requirements in SFAS No. 141 that the acquisition method
of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements
for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired
in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements
to
evaluate the nature and financial effects of the business combination. SFAS
No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Management does not expect
the
adoption of SFAS No. 141(R) to have a significant impact on its financial
position or results of operations.
In
March
2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and
Hedging Activities”. The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance, and cash flows. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The Standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under SFAS
No.
133; and how derivative instruments and related hedged items affect its
financial position, financial performance, and cash flows. SFAS No. 161 achieves
these improvements by requiring disclosure of the fair values of derivative
instruments and their gains and losses in a tabular format. It also provides
more information about an entity’s liquidity by requiring disclosure of
derivative features that are credit risk-related. Management does not expect
this Statement to have an impact on its financial condition or results of
operations.
In
May of
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the
GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. We do not believe this pronouncement will impact our financial
statements.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
In
May of
2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60”. The scope of the
statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. We do not believe this pronouncement will impact our
financial statements.
NOTE
3
UNCERTAINTY
OF ABILITY TO CONTINUE AS A GOING CONCERN
The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course
of
business. However, the Company has incurred significant losses and has an
accumulated deficit of $1,927,465 and $1,717,513 at March 31, 2008 and 2007,
respectively. The Company incurred net losses of $119,527 and $130,344 for
the
years ended March 31, 2008 and 2007, respectively.
In
view
of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheets is dependent
upon continued operations of the Company, which in turn is dependent upon
the
Company’s ability to raise additional capital, obtain financing and to succeed
in its future operations. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with
the
ability to continue as a going concern. The Company is actively pursuing
additional funding and potential merger or acquisition candidates and strategic
partners, which would enhance stockholders’ investment. Management believes that
the above actions will allow the Company to continue operations through the
next
fiscal year.
NOTE
4
NOTES
PAYABLE
|
Five
notes payable with various unrelated individuals. The notes are
due upon
90 days written notice from the individuals. The notes are unsecured,
with
interest ranging from 6% to 12% payable quarterly. The notes have
been
outstanding since 1990. Interest expense for the year ended March
31, 2008
and 2007 was $2,640 and $2,640.
|
|
$
|
27,000
|
|
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
5
RELATED
ENTITIES TRANSACTIONS
George
Morris is the chairman of the Board of directors of the Company. As of March
31,
2008, Mr. Morris’ beneficial ownership percentages of related companies’ common
stock is as follows:
|
Internet
Infinity, Inc. (The Company)
|
|
|
85.06
|
%
|
|
Morris
& Associates, Inc.
|
|
|
71.30
|
%
|
|
Morris
Business Development Company
|
|
|
82.87
|
%
|
|
Apple
Realty, Inc.
|
|
|
100.00
|
%
|
|
L&M
Media, Inc.
|
|
|
100.00
|
%
|
Notes
Payable to:
|
Anna
Moras (mother of the chairman of the Company), with interest at
6% per
annum, due upon 90 days written notice. Interest expense for the
years
ended March 31, 2008 and 2007 on this note are $1,823 and $1,718,
respectively.
|
|
$
|
14,652
|
|
|
|
|
|
|
|
|
Apple
Realty, Inc. (related through common ownership), secured by assets
of III,
past due and payable upon demand. Interest shall accrue at 6% per
annum.
This note is in connection with consulting fees and office expenses
owed.
Interest expense on this note for the years ended March 31, 2008
and 2007
are $19,757 and $18,337 respectively.
|
|
$
|
244,396
|
|
|
|
|
|
|
|
|
L&M
Media, Inc. (related through common officer) - Accounts payable
for
purchases, converted in to a Note the three month period ended
June 30,
2004. The Note is due on demand, unsecured and interest shall accrue
at 6%
per annum. Interest expense on this note for the years ended March
31,
2008 and 2007 are $2,743 and $2,585 respectively.
|
|
$
|
35,755
|
|
|
|
|
|
|
|
|
Total
notes payable - related parties
|
|
$
|
294,803
|
|
The
Company has a payable to officer of $222,668 as of March 31, 2008 as
follows:
|
Unsecured
miscellaneous payable upon demand to George Morris, with interest
at 6%
per annum, with monthly installments of $3,000 beginning June
30, 2000 and
paid as available. George Morris is the chairman of the Company.
The
Company has not made any principle payments to George Morris
and is in
default of this note.
|
|
|
Current
|
|
|
133,211
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
Interest
payable – Officer
|
|
|
Current
|
|
$
|
26,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
222,668
|
|
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
On
December 29, 2006, the company issued 10,000,000 shares to L&M Media, Inc.,
in exchange of cash of $28,000 and $222,000 owed to George Morris, chairman
of
the board of directors, chief financial officer, and controlling shareholder
of
the Company.
The
Company settled a balance due to a party related through common shareholder
and
officer of the Company amounting $90,426 and recognized a gain from settlement
for the same amount during the year ended March 31, 2006.
The
Company utilizes office space, telephone and utilities provided by Apple
Realty,
Inc. at estimated fair market values, as follows:
|
|
|
Monthly
|
|
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 agreements with Apple Realty, Inc. for a total
monthly fee of $400 for the above expenses.
The
Company paid $6,200 consulting fees to parties related through common
shareholder and officer of the Company.
During
the fiscal quarter ended March 31, 2008, the Company’s officers and directors
did not charge for their services. Such contributed services were recorded
as
capital contribution in the amount of $3,667 as of March 31, 2008, which
was
determined based on the fair value of the services provided.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
6
CONCENTRATIONS OF CREDIT RISK
For
the
fiscal year ended March 31, 2008 and March 31, 2007, the Company has one
vendor,
a party related through common officer and shareholder, who represents 100%
of
total purchases. Accounts payable balance outstanding as of March 31, 2008
for
this supplier was $0.
NOTE
7
INCOME
TAXES
No
provision was made for federal income tax for the year ended March 31, 2008
and
2007, since the Company had significant net operating loss. The net operating
loss carryforwards may be used to reduce taxable income through the year
2027.
The availability of the Company’s net operating loss carryforwards are subject
to limitation if there is a 50% or more positive change in the ownership
of the
Company’s stock. The provision for income taxes consists of the state minimum
tax imposed on corporations.
The
net
operating loss carryforward for federal and state income tax purposes of
approximately $1,255,507 and $1,135,530 as of March 31, 2008 and 2007,
respectively
The
Company has recorded a 100% valuation allowance for the deferred tax asset
due
to the uncertainty of its realization.
The
components of the net deferred tax asset are summarized below:
|
Deferred
tax asset – net operating loss
|
|
$
|
501,995
|
|
|
Less
valuation allowance
|
|
|
(501,995
|
)
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
$
|
-
|
|
The
following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Statement of
Operations:
|
|
|
March 31, 2008
|
|
March 31, 2007
|
|
|
|
|
|
|
|
|
|
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
|
|
|
-
|
|
|
-
|
|
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
Income
tax expense consisted of the following:
|
|
|
2008
|
|
2007
|
|
|
Current
tax expense:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
$
|
-
|
|
|
State
|
|
|
800
|
|
|
800
|
|
|
Total
current
|
|
$
|
800
|
|
$
|
800
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax credit:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
40,639
|
|
$
|
44,317
|
|
|
State
|
|
|
7,172
|
|
|
7,821
|
|
|
Total
deferred
|
|
$
|
47,811
|
|
$
|
52,138
|
|
|
|
|
|
|
|
|
|
|
|
Less:
valuation allowance
|
|
|
(47,811
|
)
|
|
(52,138
|
)
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax credit
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Tax
expense
|
|
$
|
800
|
|
$
|
800
|
|
NOTE
8
STOCK
OPTIONS
The
Company’s 1996 stock option plan provides that incentive stock options and
nonqualified stock options to purchase common stock may be granted to directors,
officers, key employees, consultants, and subsidiaries with an exercise price
of
up to 110% of market price at the date of grant. Generally, options are
exercisable one or two years from the date of grant and expire three to ten
years from the date of grant.
For
the
years ended March 31, 2008 and 2007, the Company granted no
options.
NOTE
9
RECLASSIFICATION
During
fiscal year ended March 31, 2006 the Company recorded a portion of the
settlement of a related party debt as other income rather than as paid in
capital. The Company has corrected this error retroactively on March 31,
2006.
Due to that fact the amount has been reclassified, in the accompanying financial
statements as paid in capital instead of retained earnings as on April 1,
2006
.
INTERNET
INFINITY, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
10
ISSUANCE OF REVISED RELATED PARTY NOTE
On
October 4, 2007 the directors authorized and directed the Registrant’s officers
to exchange an existing Note of the Registrant (for $240,796 and 6 percent
interest due June 30, 2008) for a new note, identical in its terms and
provisions except for the added provision that the holder of the note, at
any
time prior to its expiration, could convert the note into 12,039,800 shares
of
the Registrant’s common stock. The shares were valued
and
the
beneficial conversion feature was nil.
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
During
the two most recent fiscal years or any later interim period, our principal
independent accountant has not resigned, declined to stand for reelection of
been dismissed.
ITEM
9A(T).
CONTROLS
AND PROCEDURES.
Evaluation
of disclosure controls and procedures
.
The
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as
of
the end of the period covered by this report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective and provide reasonable
assurances that the information the Company is required to disclose in the
reports it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time period required
by
the Commission's rules and forms. Further, the Company’s
officers
concluded that its disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports that it files
or
submits under the Exchange Act is accumulated and communicated to its
management, including its chief executive officer and chief financial officer,
to allow timely decisions regarding required disclosure.
There
were no significant changes in the Company's internal control over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect our internal controls
over financial reporting.
Internal
control over financial reporting.
Management’s
annual report on internal control over financial reporting
.
The
registrant’s management recognizes its responsibility for establishing and
maintaining adequate internal control over financial reporting for the
registrant. Currently, the registrant is operating as a caretaker entity,
keeping the corporation alive and in good standing with the Commission. All
debit and credit transactions with the company’s bank accounts are reviewed by
the officers as well as all communications with the company’s creditors. The
directors meet frequently – as often as weekly – to discuss and review the
financial status of the company and all developments regarding its search for
a
reverse merger partner. All filings of reports with the Commission are reviewed
before filing by all directors.
Management
assesses the company’s control over financial reporting at the end of its most
recent fiscal year to be effective. It detects no material weaknesses in the
company’s internal control over financial reporting.
This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.
There
has
been no change in our internal control over financial reporting identified
in
connection with the evaluation required by Commission rules that occurred during
our last fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, our internal control over financial reporting.
ITEM
9B.
OTHER
INFORMATION.
There
is
no information that was required to be disclosed on Form 8-K during the fourth
quarter of FY 2008 that was not reported.
PART
III
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION
16(a) OF THE EXCHANGE ACT
|
Internet
Infinity's directors, officers and significant employees occupying executive
officer positions, their ages as of March 31, 2008, the directors' terms of
office and the period each director has served are set forth in the following
table:
|
Person
|
|
Positions
and Officers
|
|
Since
|
|
Expires
|
|
George
Morris, 69
|
|
Chairman
of the Board of Directors - President and
Chief
Financial Officer
|
|
1996
|
|
2009
|
|
Roger
Casas, 59
|
|
Director
CEO
|
|
1999
2004
|
|
2009
2009
|
|
Shirlene
Bradshaw, 68
|
|
Director
Business
Manager
|
|
1999
|
|
2009
|
GEORGE
MORRIS, Ph.D
.
Dr.
Morris has been the Chairman of the Board of Directors, principal shareholder,
Vice President and Secretary of Internet Infinity since Internet Infinity went
public in 1996. George Morris has also been the Chairman and Vice President
of
Apple Realty, Inc. doing business as Hollywood Riviera Studios since 1974 and
the Chairman of the Board of Directors of L&M Media, Inc. since 1990. Dr.
Morris is also the Founder and has been the President, Chairman of the Board
of
Directors and principal of Morris Financial, Inc., a NASD member broker-dealer
firm, since its inception in 1987. He has been active in designing, negotiation
and acquiring all equipment, facilities and systems for manufacturing,
accounting and operations of Internet Infinity and its affiliates. Morris has
produced over 20 computer training programs in video and interactive hypertext
multimedia CD-ROM versions, as well as negotiating Internet Infinity's and
its
affiliate distribution and licensing agreements. Dr. Morris earned a Bachelor
of
Business Administration and Masters of Business Administration from the
University of Toledo, and a Ph.D. (Doctorate) in Marketing and Finance and
Educational Psychology from the University of Texas. Prior to founding Internet
Infinity and its Affiliates, Dr. Morris had 20 years of academic experience
as a
professor of Management, Marketing, Finance and Real Estate at the University
of
Southern California (1969- 1971) and the California State University (1971-
1999). During this period Dr. Morris served a Department Chairman for the
Management and Marketing Departments. Morris has since retired from full time
teaching at the University. Dr. Morris was the West Coast Regional Director
of
the American Society for Training and Development, a Director of the South
Bay
Business Roundtable and a speaker on a number of topics relating to business,
training and education. Morris has created or been directly involved in the
design, writing and development of numerous Internet web sites for Internet
Infinity, blank video, Greg Norman, Northwestern University, etc. He most
recently taught University courses about Internet Marketing for domestic and
foreign markets and Sales Force Management.
ROGER
CASAS
.
Mr.
Casas has been a Member of the Board of Directors since 1998, Vice President
of
Operations since Internet Infinity went public in 1996 and CEO and President
since 2004. Roger has managed production, personnel, helped coordinate marketing
efforts and managed packaging, printing and shipping on a daily basis. Prior
to
joining Internet Infinity, Mr. Casas was a computer software marketing manager
at More Media in 1987 and a Financial Consultant for Stonehill Financial in
Bel
Air, California from 1986 to1987, an Account Executive for Shearson Lehman
Brothers in Rolling Hills, California and Dean Witter Reynolds in Torrance,
California from 1982 to 1986, and the owner and operator of the Hillside
restaurant in Torrance, California from 1978 to 1982. Mr. Casas earned a
Bachelor of Science in Business Administration, from Ashland University in
Ashland, Oregon, along with a Bachelor of Art in Marketing and Psychology.
Mr.
Casas holds Series 22 and 7 licenses with the National Association of Securities
Dealers, Inc. and is a registered representative with Morris
Financial.
SHIRLENE
BRADSHAW
.
Ms.
Bradshaw has been a Member of the Board of Directors since 1999 and Internet
Infinity Business Manager since 1997. She has managed accounting including,
receivable and payable processing and helped coordinate the supplier
relationship with the Apple Media Corporation supplier. She was the Business
Manager for More Media, a provider of consumer special interest training
programs and a predecessor company of Morris & Associates, Inc. for over six
years from 1992-1998. She had extensive experience in office management and
accounting before joining Internet Infinity.
Conflicts
of Interest
The
officers and directors of the company will not devote more than a portion of
their time to the affairs of the company. There will be occasions when the
time
requirements of the company's business conflict with the demands of their other
business and investment activities. Such conflicts may require that the company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the company.
The
officers and directors of the company may be directors or principal shareholders
of other companies and, therefore, could face conflicts of interest with respect
to potential acquisitions. In addition, officers and directors of the company
may in the future participate in business ventures, which could be deemed to
compete directly with the company. Additional conflicts of interest and non-arms
length transactions may also arise in the future in the event the company's
officers or directors are involved in the management of any firm with which
the
company transacts business. The company's board of directors has adopted a
policy that the Company will not seek a merger with, or acquisition of, any
entity in which management serve as officers or directors, or in which they
or
their family members own or hold a controlling ownership interest. Although
the
board of directors could elect to change this policy, the board of directors
has
no present intention to do so. In addition, if the company and other companies
with which the company's officers and directors are affiliated both desire
to
take advantage of a potential business opportunity, then the board of directors
has agreed that said opportunity should be available to each such company in
the
order in which such companies registered or became current in the filing of
annual reports under the '34 Act.
The
company's officers and directors may actively negotiate or otherwise consent
to
the purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium over the initial cost of such shares may be paid
by
the purchaser in conjunction with any sale of shares by the company's officers
and directors which is made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may
be
paid to the company's officers and directors to acquire their shares creates
a
potential conflict of interest for them in satisfying their fiduciary duties
to
the company and its other shareholders. Even though such a sale could result
in
a substantial profit to them, they would be legally required to make the
decision based upon the best interests of the company and the company's other
shareholders, rather than their own personal pecuniary benefit.
No
executive officer, director, person nominated to become a director, promoter
or
control person of our company has been involved in legal proceedings during
the
last five years such as
|
|
•
|
criminal
proceedings (excluding traffic violations and other minor offenses),
or
|
|
|
•
|
proceedings
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities.
|
|
|
•
|
Nor
has any such person been found by a court of competent jurisdiction
in a
civil action, or the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities
or commodities law.
|
None
of
the directors holds any directorships in any company with a class of securities
registered under the Exchange Act or subject to the reporting requirements
of
section 15(d) of such Act or any company registered as an investment company
under the Investment Company Act of 1940.
Involvement
in certain legal proceedings
.
During
the past five years, none of the directors has been involved in any of the
following events:
|
|
·
|
A
petition under the Federal bankruptcy law or any state insolvency
law was
filed by or against, or a receiver, fiscal agent or similar officer
was
appointed by a court for the business or property of such person,
or any
partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association
of which he was an executive officer at or within two years before
the
time of such filing;
|
|
|
·
|
Such
person was convicted in a criminal proceeding or is a named subject
of a
pending criminal proceeding (excluding traffic violations and other
minor
offenses);
|
|
|
·
|
Such
person was the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting,
the
following activities:
|
|
|
·
|
Acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as
an
investment adviser, underwriter, broker or dealer in securities,
or as an
affiliated person, director or employee of any investment company,
bank,
savings and loan association or insurance company, or engaging in
or
continuing any conduct or practice in connection with such
activity;
|
|
|
·
|
Engaging
in any type of business practice;
or
|
|
|
·
|
Engaging
in any activity in connection with the purchase or sale of any security
or
commodity or in connection with any violation of Federal or State
securities laws or Federal commodities
laws;
|
|
|
·
|
Such
person was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority
barring,
suspending or otherwise limiting for more than 60 days the right
of such
person to engage in any activity described in paragraph (f)(3)(i)
of this
section, or to be associated with persons engaged in any such activity;
or
|
|
|
·
|
Such
person was found by a court of competent jurisdiction in a civil
action or
by the Commission to have violated any Federal or State securities
law,
and the judgment in such civil action or finding by the Commission
has not
been subsequently reversed, suspended, or
vacated.
|
|
|
·
|
Such
person was found by a court of competent jurisdiction in a civil
action or
by the Commodity Futures Trading Commission to have violated any
Federal
commodities law, and the judgment in such civil action or finding
by the
Commodity Future Trading Commission has not been subsequently reversed,
suspended or vacated.
|
Code
of Ethics
.
We have
adopted a Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. A copy of the Code of Ethics is filed
as
an exhibit to Form 10-KSB Annual Report for the year ended March 31, 2004
(Exhibit 14 incorporated herein by reference). We undertake to provide to any
person without charge, upon request, a copy of such code of ethics. Such a
request may be made by writing to the company at its address at 413 Avenue
G,
#1, Redondo Beach, CA 90277.
Corporate
Governance
.
Security
holder recommendations of candidates for the board of directors
.
Any
shareholder may recommend candidates for the board of directors by writing
to
the president of our company the name or names of candidates, their home and
business addresses and telephone numbers, their ages, and their business
experience during at least the last five years. The recommendation must be
received by the company by March 9 of any year or, alternatively, at least
60
days before any announced shareholder annual meeting.
Audit
committee
.
We have
no standing audit committee. Our directors perform the functions of an audit
committee. Our limited operations make unnecessary a standing audit committee,
particularly in view of the fact that we have only three director at present.
None of our directors is an audit committee financial expert, but the directors
have access to consultants that can provide such expertise when such is
needed.
Compliance
with Section 16(a) of the Securities Exchange Act
.
Based
solely upon a review of Forms 3 and 4 furnished to the company under Rule
16a-3(e) of the Securities Exchange Act during its most recent fiscal year
and
Forms 5 furnished to the company with respect to its most recent fiscal year
and
any written representations received by the company from persons required to
file such forms, the following persons - either officers, directors or
beneficial owners of more than ten percent of any class of equity of the company
registered pursuant to Section 12 of the Securities Exchange Act - failed to
file on a timely basis reports required by Section 16(a) of the Securities
Exchange Act during the most recent fiscal year or prior fiscal
years:
|
Name
|
|
No. of Late Reports
|
|
No. of Transactions
Not Timely Reported
|
|
No. of Failures
to File a
Required Report
|
|
None
|
|
0
|
|
0
|
|
0
|
ITEM 11.
EXECUTIVE
COMPENSATION.
The
following information concerns the compensation of the named executive officers
for each of the last two completed fiscal years:
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Common
Stock
Awards
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
Morris, Chairman, VP and CFO
|
|
|
FY
2008
|
|
$
|
2,000
|
|
|
0
|
|
|
0
|
|
$
|
2,000
|
|
|
|
|
|
FY
2007
|
|
$
|
2,400
|
|
|
0
|
|
|
0
|
|
$
|
2,400
|
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following information concerns unexercised stock options, stock that has not
vested, and equity incentive plan awards for each named officer outstanding
at
the end of the last fiscal year:
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested´($)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morris
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Compensation
of Directors
The
directors of Internet Infinity received the following compensation in FY 2008
for their services as directors.
DIRECTOR
COMPENSATION
|
Name
|
|
Fees
Earned
or
Paid
in Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensa-
tion
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All
Other
Compensa-
tion
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
Morris
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Roger
Casas
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Shirlene
Bradshaw
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Directors
of the company receive no compensation for their services as
directors.
Stock
Options
.
During
the last two fiscal years, the officers and directors of Internet Infinity
have
received no Stock Options and no stock options are outstanding.
Equity
Compensation Plans
.
We
have
no equity compensation plans.
ITEM
12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The
table
below sets forth, as of June 19, 2008 the number of shares of common stock
of
Internet Infinity beneficially owned by each officer and director of Internet
Infinity individually and as a group, and by each owner of more than five
percent of the common stock.
|
Name
and Address
|
|
Number
of
Shares
|
|
Percent
of
Outstanding
Shares
|
|
|
|
|
|
|
|
|
|
Apple
Realty, Inc. and
|
|
|
|
|
|
|
|
|
Hollywood
Riviera Studios
(1)
|
|
|
3,034,482
|
|
|
10.6
|
|
|
413
Avenue G, #1
|
|
|
|
|
|
|
|
|
Redondo
Beach, CA 90277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
Morris, Chairman/CFO
|
|
|
24,429,196
|
(2)
|
|
85.1
|
|
|
413
Avenue G, #1
|
|
|
|
|
|
|
|
|
Redondo
Beach, CA 90277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L&M
Media, Inc.
(1)
|
|
|
14,535,714
|
|
|
50.6
|
|
|
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)
|
|
|
24,491,696
|
|
|
85.1
|
|
________________________
|
(1)
|
The
shares owned of record by Apple Realty, Inc., Hollywood Riviera Studios
and L&M Media, Inc. are under the control of George Morris and are
attributed to him.
|
|
(2)
|
Mr.
Morris owns 6,859,000 shares of record and is attributed the shares
owned
by Apple Realty, Inc., Hollywood Riviera Studios and L&M Media, Inc,
which companies are under Mr. Morris’
control.
|
Changes
in Control
There
are
no arrangements which may result in a change in control of the
company.
ITEM
13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Our
company is under the control of George Morris, who controls and is thereby
the
beneficial
owner
of
85.1
percent of all outstanding stock of Internet Infinity, Inc. He has an
economic
interest
in 85.1
percent of all outstanding stock of Internet Infinity, Inc. The basis of his
control and of his economic interest are set forth in the following
table:
1.
George
Morris
|
a.
|
He
owns 100 percent of
Apple
Realty, Inc., Hollywood Riviera
|
Studios
and L&M Media, Inc.
that
collectively own 61.2% of
Internet
Infinity, Inc.
|
b.
|
He
owns 23.9 percent of
Internet
Infinity, Inc.
|
Summary
of George Morris’ Interest
|
Economic Interest
|
|
Beneficial Interest
|
|
1.00
|
x
|
.612
|
=
|
.612
|
|
.612
|
|
1.00
|
x
|
.239
|
=
|
.239
|
|
.239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.851
|
|
.851
|
ITEM
14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
Audit
Fees
.
Our
principal independent accountant billed us, for each of the last two fiscal
years, the following aggregate fees for its professional services rendered
for
the audit of our annual financial statements and review of financial statements
included in our Form 10-QSB reports or other services normally provided in
connection with statutory and regulatory filings or engagements for those two
fiscal years:
|
Fiscal
Year ended March 31, 2008
|
|
$
|
26,000
|
|
|
Fiscal
Year ended March 31, 2007
|
|
$
|
24,000
|
|
Audit-Related
Fees.
Our
principal independent accountant billed us, for each of the last two fiscal
years, the following aggregate fees for assurance and related services
reasonably related to the performance of the audit or review of our financial
statements and not reported above under “Audit Fees”:
|
Fiscal
Year ended March 31, 2008
|
|
$
|
-0-
|
|
|
Fiscal
Year ended March 31, 2007
|
|
$
|
-0-
|
|
Tax
Fees
.
Our
principal independent accountant billed us, for each of the last two fiscal
years, the following aggregate fees for professional services rendered for
tax
compliance, tax advice and tax planning:
|
Fiscal
Year ended March 31, 2008
|
|
$
|
-0-
|
|
|
Fiscal
Year ended March 31, 2007
|
|
$
|
-0-
|
|
All
Other Fees
.
Our
principal independent accountant billed us, for each of the last two fiscal
years, the following aggregate fees for products and services provided by it,
other than the services reported in the above three categories:
|
Fiscal
Year ended March 31, 2008
|
|
$
|
-0-
|
|
|
Fiscal
Year ended March 31, 2007
|
|
$
|
-0-
|
|
Pre-Approval
of Audit and Non-Audit Services.
The
Audit
Committee charter requires that the committee, or the directors if there be
no
committee, pre-approve all audit, review and attest services and non-audit
services before such services are engaged.
ITEM
15.
EXHIBITS.
The
following exhibits are filed, by incorporation by reference, as part of this
Form 10-K:
|
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+
|
|
|
|
|
|
31.1
|
-
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
31.2
|
-
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
32.1
|
-
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
32.2
|
-
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633
incorporated
herein.
**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.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
DATED:
July 15, 2008
|
INTERNET
INFINITY, INC.
|
|
|
|
|
|
|
By
|
/s/
Roger Casas
|
|
|
|
Roger
Casas, Chief Executive Officer
|
In
accordance with the Exchange Act, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
DATED:
July 15, 2008
|
/s/
George Morris
|
|
|
George
Morris, Chief Financial Officer,
|
|
|
President
and Director
|
|
DATED:
July 15, 2008
|
/s/
Shirlene Bradshaw
|
|
|
Shirlene
Bradshaw, Director
|
INTERNET
INFINITY, INC.
COMMISSION
FILE NO. 0-27633
INDEX
TO EXHIBITS
AMENDMENT
NO. 1 TO
FORM
10-K
FOR
THE YEAR ENDED MARCH 31, 2008
The
following exhibits are filed, by incorporation by reference, as part of this
Form 10-K:
|
Exhibit
Number
|
|
Description
of 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+
|
|
|
|
|
|
31.1
|
-
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
31.2
|
-
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
-
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
32.2
|
-
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*Previously
filed with Form 10-SB 10-13-99; Commission File No. 0-27633 incorporated
herein.
|
|
**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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