Attached files
| file | filename |
|---|---|
| EX-32.1 - INTERNET INFINITY, INC. | ex32-1.htm |
| EX-31.2 - INTERNET INFINITY, INC. | ex31-2.htm |
| EX-31.1 - INTERNET INFINITY, INC. | ex31-1.htm |
| EX-32.2 - INTERNET INFINITY, INC. | ex32-2.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File No. 0-27633
INTERNET INFINITY, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Nevada
IRS Employer I.D. Number: 95-4679342
413 Avenue G, # 1
Redondo Beach, California 90277
Telephone 310-493-2244
(Address and telephone number of registrant’s principal
executive offices and principal place of business)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
As of August 14, 2011, there were 28,718,780 shares of the Registrant’s Common Stock, par value $0.001 per share, outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and | |
| Results of Operations | 13 | |
| Item 4. | Controls and Procedures | 14 |
| PART II - OTHER INFORMATION | 14 | |
| Item 1. | Legal Proceedings | 14 |
| Item 6. | Exhibits | 15 |
| SIGNATURES | 16 | |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
| NOTE 1 | ORGANIZATION |
Internet Infinity, Inc. (III or “the Company”) was incorporated in the State of Delaware on October 27, 1995. III was in the business of distribution of electronic media duplication services and electronic blank media. The Company was re-incorporated in Nevada on December 17, 2004. The Company is currently seeking an acquisition or merger to redirect the structure and management to new profitable activities.
| NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities Exchange commission (the “SEC”) as applicable to smaller reporting companies, and generally accepted accounting principles for interim accounting reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K. The results of the three month period ended June 30, 2011 are not necessarily indicative of the results to be expected for the full year ending March 31, 2012.
Cash and cash equivalents
The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Fair value of financial instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards
Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC
820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB
ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer
a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement
date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs,
where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure
fair value:
| - | Level 1: Quoted prices in active markets for identical assets or liabilities. |
| - | Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. |
| - | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The carrying amounts of the Company’s financial instruments as of June 30, 2011, reflect:
| - | Cash: Level One measurement based on bank reporting. |
| - | Notes payable to Officers and related parties: Level 2 based on promissory notes. |
Income taxes
The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established. Net operating losses of approximately $900,000 have begun to expire. The balance is available through the year 2025, unless first utilized.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
Basic and Diluted Earnings Per Share
Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
The Company has no potentially dilutive securities outstanding as of June 30, 2011.
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Restatement of Audited March 31, 2011 Balance Sheet
The audited balance sheet of March 31, 2011 balance sheet has been restated to transfer accumulated interest on Notes Payable-Related Parties from Accounts Payable into the aggregate balance of Notes Payable Related Parties. The transfer of accumulated interest from current liability to long term on the June 30, 2011 balance sheet reflects the expectation that the accrued interest will not be paid in the following accounting cycle. The balance sheet of March 31, 2011 has been restated to match the current classification for a more comparable presentation.
Recent Accounting Pronouncements
On December 1, 2010 the Company adopted guidance issued by the FASB ASU 2010-15 on the consolidation of variable entities. The new guidance requires revised valuations of whether entities represent variable interest entities, ongoing assessments of control over such entities and additional disclosures for variable interests. Adoption of the new guidance did not have a material impact on our financial statements.
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have a n impact on its results of operations or financial position.
| NOTE 3 | UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN |
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and has an accumulated deficit of $2,185,852 and its total liability exceeds its assets by $995,993. The Company incurred net losses of ($12,775) and $18,399 for the three months ended June 30, 2011 and 2010, 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 to redirect the structure and management to new profitable activities. The Company is also seeking strategic partners, which would enhance stockholders’ investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.
| NOTE 4 | CAPITAL |
During the three months ended June 30, 2011, the Company did not issue any shares.
As of June 30, 2011 the Company had authorized 30,000,000 preferred shares of par value $0.001, of which none were issued and outstanding. As of June 30, 2011 the Company had authorized 100,000,000 shares of common stock of par value $0.001, of which 28,718,780 shares were issued and outstanding.
found no subsequent events to be disclosed
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| NOTE 5 | RELATED ENTITIES TRANSACTIONS |
George Morris is chief financial officer, vice president, the chairman of the Board of directors of the Company and the controlling shareholder of the Company and its related parties through his beneficial ownership of the following percentages of the outstanding voting shares of the related parties:
| Internet Infinity, Inc. (The Company) | 85.06 | % | ||
| Morris & Associates, Inc. | 71.30 | % | ||
| Electronic Media Central, Corp. | 82.87 | % | ||
| Apple Realty, Inc. | 100.00 | % | ||
| L &M Media, Inc. | 100.00 | % |
The Company has notes payable to related parties on June 30, 2011 as follows:
| Anna Moras (mother of George Morris), with interest at 6% per annum, unsecured and due upon 90 days written notice. Interest expense for the years ended June 30, 2011 and 2010 on this note are $! and $!, respectively | $ | 14,652 | |
| Apple Realty, Inc. (related through a common controlling shareholder), secured by assets of the Company, past due and payable upon demand. Interest accrues at 6% per annum. This note is in connection with consulting fees and office expenses owed. Interest expense on this note for the years ended June 30, 2011 and 2010 are $! and $!, respectively | $ | 360,215 | |
| L&M Media, Inc. (related through a common controlling shareholder) – Accounts payable for purchases, converted into a note during the three month period ended September 30, 2004. The note is due on demand, unsecured and interest accrues at 6% per annum. Interest expense on this note for the years ended June 30, 2011 and 2010 are $3,159 and $2,908, respectively | $ | 29,466 | |
| Total notes payable – related parties | $ | 404,333 | |
| Accumulated interest thereon | $ | 218,900 | |
| Notes Payable Related Parties and Accrued Interest | $ | 623,333 | |
| Due to Officer | |||
| The Company has a payable to officer June 30, 2011 as follows: | Current | $ | 14,821 |
| 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 | |||
| Note payable – Officer | 71,662 | ||
| 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 | ||
| Officer Draw/Payable | Current | 196,287 | |
| Total | $ | 282,770 | |
| Accumulated interest thereon | $76,777 | ||
| Total Due to Officer | $359,547 |
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The Company has a payable to Morris Business Development Company and Morris & Associates, Inc., two parties related through a common controlling shareholder, amounting to $7,209 as of June 30, 2011. The amount is interest free, unsecured and due on demand.
During the three months ended June 30, 2010, the Company’s officers and directors did not charge for their services.
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.
| NOTE 6 | INCOME TAXES |
No provision was made for federal income tax for the three months ended June 30, 2011, since the Company had significant net operating loss. The net operating loss carry-forwards may be used to reduce taxable income through the year 2028. The availability of the Company’s net operating loss carry-forwards 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.
| NOTE 7 | STOCK OPTIONS |
The Company’s 1996 stock option plan provides that incentive stock options and nonqualified stock options to purchase common stock may be granted to directors, officers, key employees, consultants, and subsidiaries with an exercise price of up to 110% of market price at the date of grant. Generally, options are exercisable one or two years from the date of grant and expire three to ten years from the date of grant.
For the three months ended June 30, 2011, the Company granted no options. As at June 30, 2011 there are no options outstanding.
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| 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, 2011 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 2011 Compared to First Quarter (“Q1”) of Fiscal 2010
Sales
Internet Infinity revenues for Q1 2011 were $0, as compared with revenues of $0 in Q1 2010. This inability to increase revenues is attributable to the slowing economy and the lack of success in finding eCommerce acquisitions.
Cost of Sales - Gross Margin
Our cost of sales was $0 for Q1 2011, as compared to $0 for Q1 2010 since there were no sales.
Operating Expenses
Operating expenses for Q1 2011 decreased to $2,468 from $3,846 for Q1 2010. This decrease in operating expenses is primarily due to a decrease in operating activity.
Net Income (Loss)
The company had a net loss of $2,468 from operations in Q1 2011, as compared with a net loss of $3,846 from operations in Q1 2010. Overall, we had net loss after taxes including interest expense of $10,307 for Q1 2011 compared to $14,553 for Q1 of 2010.
Balance Sheet Items
Our cash position increased to $5,413 at June 30, 2011 (Q1 2011) from $5,397at June 30, 2010 (Q1 2010).
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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. |
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide reasonable assurances of achieving their objectives. Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
| PART II - OTHER INFORMATION |
| Item 1 | Legal Proceedings |
We are not, and none of our property is, a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.
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The following exhibits are filed, by incorporation by reference, as part of this Form 10-Q:
| 2 | Certificate of Ownership and Merger of Morris & Associates, Inc., a California corporation, into Internet Infinity, Inc., a Delaware corporation* |
| 2.1 | Plan of Merger (Internet Infinity - Delaware into Internet Infinity - Nevada)*** |
| 2.2 | State of Delaware Certificate of Merger of Domestic Corporation into Foreign Corporation which merges Internet Infinity, Inc., a Delaware corporation, with and into Internet Infinity, Inc., a Nevada corporation*** |
| 2.3 | Articles of Merger (Pursuant to NRS 92A.200) which merges Internet Infinity, Inc., a Delaware corporation, with Internet Infinity, Inc., a Nevada corporation, with the Nevada corporation being the surviving entity*** |
| 3 | Articles of Incorporation of Internet Infinity, Inc.* |
| 3.1 | Amended Certificate of Incorporation of Internet Infinity, Inc.* | |
| 3.2 | Bylaws of Internet Infinity, Inc.* | |
| 3.3 | Corporate Charter and Articles of Incorporation of Internet Infinity, Inc., a Nevada corporation*** |
| 3.4 | Certificate of Amendment to Articles of Incorporation of Internet Infinity, Inc., a Nevada corporation++ |
| 10.1 | Master License and non-exclusive Distribution Agreement between Internet Infinity, Inc. and Lord & Morris Productions, Inc.* |
| 10.2 | Master License and Exclusive Distribution Agreement between L&M Media, Inc. and Internet Infinity, Inc.* |
| 10.3 | Master License and Exclusive Distribution Agreement between Hollywood Riviera Studios and Internet Infinity, Inc.* |
| 10.4 | Fulfillment Supply Agreement between Internet Infinity, Inc. and Ingram Book Company** | |
| 14 | Code of Ethics for CEO and Senior Financial Officers+ | |
| 31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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*Previously filed with Form 10-SB 10-13-99; Commission File No. 0-27633incorporated herein.
**Previously filed with Amendment No. 2 to Form 10-SB 02-08-00; Commission FileNo. 0-27633 incorporated herein.
***Previously filed with Form 8-K Current Report March 14, 2005, Commission File No. 0-27633 incorporated herein.
+Previously filed with Form 10-KSB; Commission File No. 0-27633 incorporated herein.
++Previously filed with Form 8-K Current Report February 17, 2006; Commission File No. 0-27633 incorporated herein.
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Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNET INFINITY, INC. | |||
| Dated: August 17, 2011 | By: | /s/ George Morris | |
| George Morris, Chief Executive Officer | |||
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