Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the period ended December 31, 2008 and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Item 1. Financial Statements." The discussion includes management's expectations for the future.

Results of Operations - Third Quarter ("Q3") of Fiscal 2009 Compared to Third Quarter ("Q3") of Fiscal 2008

Sales

Internet Infinity revenues for Q3 2009 were $0 as compared with revenues of $0 in Q3 2008. The Company is in a transition period seeking a merger.

Cost of Sales - Gross Margin

Our cost of sales was $0 for Q3 2009, as compared to $0 for Q3 2008. The $0 is due to $0 sales.

Operating Expenses

Operating expenses for Q3 2009 decreased to $9,150 from $19,626 for Q3 2008. This decrease in operating expenses is primarily due to $0 sales with a decrease in salaries of $6,515, consulting expense of $607 and $3,354 for all other expenses. The interest expense increased $1,396.

Net Income (Loss)

The company had a net loss of $20,139 in Q3 2009 (no sales), as compared with a net loss of $29,219 in Q3 2008, due to reduced expenses.

Balance Sheet Items

Our cash position decreased to $0 at December 31, 2008 (Q3 2009) from $605 at December 31, 2007 (Q3 2008).

Results of Operations - First Nine Months of Fiscal Year 2009 Compared to First Nine Months of Fiscal Year 2008.

Internet Infinity revenues for the first nine months of FY 2009 were $0, a decrease in revenues from $3,805 in the first nine months of FY 2008. The lack of sales was attributable to the change in our Company's business eCommerce model and the lack of sales opportunities.

Cost of Sales - Gross Margin

Our cost of sales decreased to $0 for the first nine months of FY 2009, as compared with $3,044 for the first nine months of FY 2008, as the result of zero sales in FY 2009.

Operating Expenses

Operating expenses for the first nine months of FY 2009 decreased to $41,808 from $54,961 for the first nine months of FY 2008. This decrease in operating expenses is primarily due to a decrease in salaries of $19,364 and a decrease in other expenses of $10,387 offset by an increase in professional fees of $10,499 and an increase of $6,099 in consulting. Interest expenses increased by $3,953.

Net Income (Loss)

We had net loss of $74,730 in the first nine months of FY 2009, as compared with a net loss of $83,169 in the first nine months of FY 2008. The net loss for the first nine months of 2009 is attributable to no sales.

Balance Sheet Items

Our cash position decreased to $0 at December 31, 2008 (Q3 2009) from $605 at December 31, 2007 (Q3 2008).

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Liquidity

At December 31, 2008 we had a working capital deficit of $898,432 consisting of current assets totaling $0 and current liabilities totaling $898,432. The December 31, 2008 working capital deficit increased by $101,923 to $898,432 as compared to the December 31, 2007 working capital deficit balance of $796,509. The increase in the working capital deficit was primarily due to operating losses and an additional investment in cash from, and a reduction in loans payable to, George Morris, Chairman of our Company.

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.

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