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, 2009 and March 31, 2008.

                                              Years Ended 3-31
                                              2009         2008

                  Sales                       100.0%       100.0%
                  Cost of sales                 80.0         80.0
                  Gross margin                  20.0         20.0
                  Selling, general and
                    administrative
                    expenses                (6348.4)     (2164.0)

Sales

Sales decreased by $3,805 from $3,805 in the fiscal year ended March 31, 2008 to $0 in the fiscal year ended March 31, 2009, a decrease of 100 percent. The decrease in sales was attributable primarily to a lack of orders from all of our customers due to competition.

Gross Margin

Gross margin decreased by 100 percent in fiscal year 2009 to $0 from fiscal year 2008. The decrease in gross margin was attributable to lack of orders.

Selling, General and Administrative Expense

Selling, general and administrative expenses decreased by $18,870 from $82,334, in fiscal year 2008, to $63,464 in fiscal year 2009. A breakdown of the changes is:

· Consulting fees to related party increased very little to $11,241 in fiscal year 2009 from $9,867 in 2008

· Professional fees increased to $46,066 in fiscal year 2009 from $33,761 in 2008

· Other expenses decreased to $6,157 in fiscal year 2009 from $16,750 in 2008 due to lower sales.

· Salaries and related expense decreased from $21,956 for 2008 to $0 in 2009.

Net Profit (Loss)

We had a net loss from operations, after a provision for income taxes, in the fiscal year ended March 31, 2009 of $107,530, or $0.004 a share of our common stock. In the fiscal year ended March 31, 2008 we had a net loss, after a provision for income taxes, of $115,860, or $0.004 a share of common stock. The loss decreased primarily due to a reduction in sales.

Balance Sheet Items

The net loss of $107,530 for the fiscal year ended March 31, 2009 increased the retained earnings deficit from $1,927,465 on March 31, 2008 to $2,034,992 on March 31, 2009. Our cash position decreased from $990 for the fiscal year ended March 31, 2008 to $0 for the fiscal year ended March 31, 2009. Accounts receivable net of allowance for doubtful accounts from non-affiliates remains unchanged at $0 at the end of fiscal year 2009 and 2008, while inventory remained unchanged at zero for the fiscal year ended March 31, 2009 and 2008.

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.