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

The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the three-month period ended June 30, 2009 and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Item
1. Financial Statements." The discussion includes management's expectations for the future.

Results of Operations - First Quarter of ("Q1") Fiscal 2010 Compared to First Quarter ("Q1") of Fiscal 2009

Sales

Internet Infinity revenues for Q1 2010 were $0, as compared with revenues of $0 in Q1 2009. This inability to increase revenues is attributable to the slowing economy and foreign competition.

Cost of Sales - Gross Margin

Our cost of sales was $0 for Q1 2010, as compared to $0 for Q1 2009 since there were no sales.

Operating Expenses

Operating expenses for Q1 2010 decreased to $8,174 from $13,044 for Q1 2009. This decrease in operating expenses is primarily due to a decrease in operating activity.

Net Income (Loss)

The company had a net loss of $8,174 from operations in Q1 2010, as compared with a net loss of $13,044 from operations in Q1 2009. Overall, we had net loss after taxes including interest expense of $21,962 for Q1 2010 compared to $24,200 for Q1 of 2009.

Balance Sheet Items

Our cash position decreased to $0 at June 30, 2009 (Q1 2010) by from $1,012 at June 30, 2008 (Q1 2009).

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Off-Balance Sheet Arrangements

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

· an obligation under a guarantee contract,

· a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,

· any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or

· any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.