U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended December 31, 2009
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
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413
Avenue G, # 1
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Redondo Beach,
California 90277
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Telephone
310-493-2244
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(Address
and telephone number of registrant’s principal
executive
offices and principal place of business)
SHAWNEE ENERGY,
INC.
(former
name, if changed since last report)
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 February 16, 2010, 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]
TABLE
OF CONTENTS
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Page
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PART I - FINANCIAL
INFORMATION
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3
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Item 1.
Financial
Statements
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3
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Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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15
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Item 4.
Controls and
Procedures
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16
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PART II - OTHER
INFORMATION
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16
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Item 1.
Legal
Proceedings
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16
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Item 5.
Other
Information
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17
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Item 6.
Exhibits
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17
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SIGNATURES
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19
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2
PART
I – FINANCIAL INFORMATION
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Item 1.
Financial
Statements
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Page
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Balance Sheets (Unaudited) at December 31, 2009
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4
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Statements of
Operations (Unaudited) for the Three Month and Nine Month Periods Ended
December 31, 2009 and 2008
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5
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Statements of Cash Flows (Unaudited) for the Nine Month
Periods Ended December 31, 2009 and 2008
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6
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Notes to Unaudited
Financial Statements
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7
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3
INTERNET
INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
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December
31, 2009
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March
31, 2009
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ASSETS
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CURRENT
ASSETS
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Cash
& cash equivalents
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$
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172
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$
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-
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Accounts
receivable, Net
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600
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-
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Total
assets
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$
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772
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$
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-
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LIABILITIES AND STOCKHOLDERS'
DEFICIT
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CURRENT
LIABILITIES
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Accounts
payable & accrued expenses
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$
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347,566
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$
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231,363
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Note
payable
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27,000
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27,000
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Note
payable - related parties
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411,400
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407,622
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Due
to officer
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216,709
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258,038
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Due
to related party
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7,209
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7,209
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Total
current liabilities
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1,009,884
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931,232
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STOCKHOLDERS'
DEFICIT
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Preferred
stock, $.001 par value; 30,000,000 shares
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authorized,
none outstanding
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-
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-
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Common
stock, $.001 par value; 100,000,000 shares authorized
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28,718,780
shares issued and outstanding
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28,719
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28,719
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Additional
paid in capital
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1,075,042
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1,075,042
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Accumulated
deficit
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(2,112,873
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)
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(2,034,993
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)
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Total
stockholders' deficit
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(1,009,112
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)
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(931,232
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)
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Total
liabilities and stockholders' deficit
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$
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772
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$
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-
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The
accompanying notes are an integral part of these unaudited financial
statements.
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4
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INTERNET
INFINITY, INC.
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(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
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STATEMENTS
OF OPERATIONS
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FOR
THE THREE MONTH AND NINE MONTH PERIODS ENDED DECEMBER 31, 2009 &
2008
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(UNAUDITED)
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For
the Three Month Periods Ended December 31,
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For
the Nine Month Periods Ended December 31,
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2009
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2008
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2009
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2008
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Net
revenues
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$
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600
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$
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-
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$
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9,600
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$
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-
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Cost
of revenues
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60
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-
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1,860
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-
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Gross
profit
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540
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-
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7,740
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-
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Operating
expenses
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Professional
fees
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4,860
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6,151
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34,869
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26,255
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Salaries
and related expenses
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-
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-
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-
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180
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Consulting
fees to related party
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-
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1,500
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900
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10,599
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Others
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3,878
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1,499
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8,998
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4,774
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Total
operating expenses
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8,738
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9,150
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44,767
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41,808
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Loss
from operations
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(8,198
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)
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(9,150
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)
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(37,027
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)
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(41,808
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)
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Other
income (expense):
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Interest
expense
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(13,891
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)
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(10,989
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)
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(40,052
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)
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(32,122
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)
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Loss
before income taxes
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(22,089
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)
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(20,139
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)
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(77,079
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)
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(73,930
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)
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Provision
for income taxes
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-
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-
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800
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800
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Net
loss
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$
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(22,089
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)
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$
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(20,139
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)
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$
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(77,879
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)
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$
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(74,730
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)
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Basic
& diluted weighted average number of
common
stock outstanding
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28,718,780
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28,718,780
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28,718,780
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28,718,780
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Basic
& diluted net loss per share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
|
(0.00
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)
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Weighted
average number of shares used to compute basic and diluted loss per share
is the same as the effect of dilutive securities is
anti-dilutive.
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The
accompanying notes are an integral part of these unaudited financial
statements.
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5
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INTERNET
INFINITY, INC.
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|
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
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STATEMENTS
OF CASH FLOWS
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FOR
THE NINE MONTH PERIODS ENDED DECEMBER 31, 2009 AND 2008
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(UNAUDITED)
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2009
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2008
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
|
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$
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(77,879
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)
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$
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(74,730
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)
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Adjustments
to reconcile net loss to net cash provided by (used in)
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operating
activities:
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Provision
of bad debt
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5,900
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-
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Capital
contribution via services provided
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-
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5,499
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(Increase)
in accounts receivable
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(6,500
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)
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-
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Increase
in accounts payable and accrued expenses
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116,202
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65,349
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Increase
in due to related company
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-
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4,944
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Net
cash provided by operating activities
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37,723
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1,062
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CASH
FLOWS FROM FINANCING ACTIVITIES:
|
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|
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Payment
to officer
|
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(41,329
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)
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(5,652
|
)
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Proceeds
from notes payable - related party
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3,778
|
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|
3,600
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Net
cash used in financing activities
|
|
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(37,551
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)
|
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(2,052
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)
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|
|
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NET
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
|
|
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172
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(990
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)
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|
|
|
|
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CASH
& CASH EQUIVALENTS, BEGINNING BALANCE
|
|
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-
|
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990
|
|
|
|
|
|
|
|
|
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CASH
& CASH EQUIVALENTS, ENDING BALANCE
|
|
$
|
172
|
|
|
$
|
-
|
|
|
|
|
|
|
|
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SUPPLEMENTARY
DISCLOSURES OF CASH FLOW INFORMATION:
|
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Interest
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
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Taxes
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
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|
The
accompanying notes are an integral part of these unaudited financial
statements.
|
6
INTERNET
INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Internet
Infinity, Inc. (III) was incorporated in the State of Delaware on
October 27, 1995. III was re-incorporated in Nevada on December 17,
2004. On September 18, III filed its Certificate of Amendment to Articles of
Incorporation. This amendment changed the name of the corporation to
Shawnee Energy, Inc. (the Company) effective September 21, 2009. On
February 8, 2010, the Company filed its Certificate of Amendment to Articles of
Incorporation changing the name of the corporation back to Internet Infinity,
Inc. III is in the business of creating internet marketing strategies
and supporting management in the plan and design of social marketing
networks.
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NOTE
2
|
BASIS OF PRESENTATION AND
BUSINESS
|
Unaudited Interim Financial
Information
The
accompanying unaudited consolidated financial statements have been prepared by
the Company, pursuant to the rules and regulations of the Securities and
Exchange Commission (the “SEC”) as applicable to smaller reporting companies,
and generally accepted accounting principles for interim financial 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
consolidated 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
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes included in the Company’s Annual
Report on Form 10. The results of the nine month period ended December 31, 2009
are not necessarily indicative of the results to be expected for the full year
ending March 31, 2010.
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.
7
INTERNET
INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Reclassifications
Certain
comparative amounts have been reclassified to conform to the current year's
presentation.
Revenue
Recognition
During
the three months and the nine months ended December 31, 2009, the Company began
to assist More American Jobs, from which the CEO of the Company holds minority
interest, in developing its website, social network, marketing strategies and
public relations. Revenue was recognized on a monthly basis when the service was
performed and billed to the customer, and the collectability of accounts
receivable was reasonably assured. During the three months and the nine months
ended December 31, 2009, the Company generated $9,600 as revenue and
recorded accounts receivable at $600, net of bad debt expense of
$5,900.
Recent
Pronouncements
In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.
In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of issuance, a
share-lending arrangement entered into on an entity’s own shares should be
measured at fair value in accordance with Topic 820 and recognized as an
issuance cost, with an offset to additional paid-in capital. Loaned shares are
excluded from basic and diluted earnings per share unless default of the
share-lending arrangement occurs. The amendments also require several
disclosures including a description and the terms of the arrangement and the
reason for entering into the arrangement. The effective dates of the amendments
are dependent upon the date the share-lending arrangement was entered into and
include retrospective application for arrangements outstanding as of the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently evaluating the potential impact of ASU 2009-15 on our financial
statements.
8
INTERNET
INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
In
December, 2009, under FASB ASC Topic 860, “Transfers and Servicing.” New
authoritative accounting guidance under ASC Topic 860, “Transfers and
Servicing,” amends prior accounting guidance to enhance reporting about
transfers of financial assets, including securitizations, and where companies
have continuing exposure to the risks related to transferred financial assets.
The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on the Company’s 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 accumulated deficit of $2,112,873 at December
31, 2009, and its total liabilities exceeds its total assets by
$1,009,112.
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 the new
business development company activities and additional funding from 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.
9
INTERNET INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
|
NOTE
4
|
ACCOUNT PAYABLE & ACCRUED
EXPENSES
|
Accrued
expenses consist of the following:.
|
|
December
31,
|
|
March 31,
|
|
|
2009
|
2009
|
|
|
|
|
|
|
|
Accrued
taxes
|
$
|
5,600
|
|
$
|
4,800
|
|
Accrued
interest
|
|
254,980
|
|
|
175,047
|
|
Accrued
legal/accounting
|
|
35,500
|
|
|
26,000
|
|
Accounts
payable
|
|
51,486
|
|
|
25,516
|
|
|
$
|
347,566
|
|
$
|
231,363
|
|
|
|
December
31,
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2009
|
|
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 nine
month periods ended December 31, 2009 and 2008 was $1,980 and
$1,980, respectively.
|
|
$
|
27,000
|
|
|
$
|
27,000
|
|
NOTE
6
|
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)
|
|
85.10%
|
|
Morris
& Associates, Inc.
|
|
71.30%
|
|
Morris
Business Development Company
|
|
82.87%
|
|
Apple
Realty, Inc.
|
|
100.00%
|
|
L&M
Media, Inc.
|
|
100.00%
|
10
INTERNET INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
The
Company has notes payable to related parties on December 31, 2009 and
March 31, 2009 as follows:
|
|
|
December
31,
|
|
|
March 31,
|
|
|
|
|
2009
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Anna
Moras (mother of George Morris), with interest at 6% per annum, due upon
90 days written notice. Interest expenses for the quarters ended
December 31, 2009 and 2008 on this note are $517 and $487,
respectively. Interest expenses for the nine months ended December 31,
2009 and 2008 on this note are $1,529 and $1,440,
respectively.
|
|
$
|
14,652
|
|
|
$
|
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 expenses on this note for the quarters
ended December 31, 2009 and 2008 are $7,435 and $5,364, respectively.
Interest expenses on this note for the nine months ended December 31, 2009
and 2008 are $21,925 and $15,802, respectively.
|
|
|
360,215
|
|
|
|
357,215
|
|
|
|
|
|
|
|
|
|
|
|
|
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 expenses on this note for the
quarters ended December 31, 2009 and 2008 are $778 and $732,
respectively. Interest expenses on this note for the nine months ended
December 31, 2009 and 2008 are $2,300 and $2,165,
respectively.
|
|
|
36,533
|
|
|
|
35,755
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
notes payable – related parties
|
|
$
|
411,400
|
|
|
$
|
407,622
|
|
11
INTERNET INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
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 agreement with Apple Realty, Inc. for a total
monthly fee of $400 for the above expenses.
The
Company has a payable to officer of $216,709 and $258,038 as of December 31,
2009 and March 31, 2009, respectively, as follows:
|
|
|
December
31,
|
|
|
March 31,
|
|
|
|
|
2009
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Unsecured
miscellaneous payables upon demand to the chairman with interest at 6% per
annum.
|
|
$
|
216,709
|
|
|
$
|
258,038
|
|
Interest
accrued for the three month periods ended December 31, 2009 and 2008, on
the above note, was in the amounts of $3,976 and $3,745, respectively. Interest
accrued for the nine month periods ended December 31, 2009 and 2008, on the
above note in the amounts of $11,806 and $10,914, respectively. Total interest
payable at December 31, 2009 and March 31, 2009 on this note are $52,365 and
$40,558 respectively, and have been included in the financial
statements.
The
Company has a payable to Morris Business Development Company and Morris &
Associates, Inc., parties related through a common controlling shareholder,
amounting to $7,209 as of December 31, 2009 and $7,209 as of March 31,
2009. The amount is interest free, unsecured and due on demand.
NOTE
7
INCOME
TAXES
No
provision was made for federal income tax for the nine months period ended
December 31, 2009 and year ended March 31, 2009, since the Company had
significant net operating loss. The net operating loss carry forwards may be
used to reduce taxable income through the year 2027. 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.
The net
operating loss carry forward for federal and state income tax purposes are
approximately $2,112,873 and $2,043,993 as of December 31, 2009 and March 31,
2009, respectively.
The
Company has recorded a 100% valuation allowance for the deferred tax asset due
to the uncertainty of its realization.
12
INTERNET INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
The
components of the net deferred tax asset are summarized below:
|
|
|
December
31, 2009
|
|
|
March
31, 2009
|
|
|
Deferred
tax asset – net operating loss
|
|
$
|
576,158
|
|
|
$
|
545,007
|
|
|
Less
valuation allowance
|
|
|
(576,158
|
)
|
|
|
(545,007
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
December
31, 2009
|
|
|
March
31, 2009
|
|
|
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
|
|
|
-
|
|
|
|
-
|
|
13
INTERNET INFINITY, INC.
(FORMERLY
KNOWN AS SHAWNEE ENERGY, INC.)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Income
tax expense consisted of the following:
|
|
|
December
31, 2009
|
|
|
March
31, 2009
|
|
|
Current
tax expense:
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
|
State
|
|
|
800
|
|
|
|
800
|
|
|
Total
current
|
|
$
|
800
|
|
|
$
|
800
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax credit:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
26,479
|
|
|
$
|
36,560
|
|
|
State
|
|
|
4,673
|
|
|
|
6,452
|
|
|
Total
deferred
|
|
$
|
31,152
|
|
|
$
|
43,011
|
|
|
Less:
valuation allowance
|
|
|
(31,152
|
)
|
|
|
(43,011
|
)
|
|
Net
deferred tax credit
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
expense
|
|
$
|
800
|
|
|
$
|
800
|
|
NOTE
8
SUBSEQUENT
EVENTS
During
the board meetings held on January 13, 2010 and February 5, 2010, officers of
the Company were authorized and directed to facilitate the conversion of the
Company debt up to $217,700 owed to George Morris and $360,215 to
Apple Realty, Inc. at George Morris’ sole discretion through August 5, 2010 at
$0.01 per share with the closing price on February 4, 2010 of $0.0125. These
shares should be restricted from sale upon issue accord applicable securities
laws.
On
February 8, 2010, Shawnee Energy, Inc., a Nevada corporation, filed its
Certificate of Amendment to Articles of Incorporation. This amendment
changed the name of the corporation to Internet Infinity, Inc. effective
February 8, 2010.
14
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 nine-month period ended December 31, 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 – Third Quarter (“Q3”) of Fiscal 2010 Compared to Third Quarter
(“Q3”) of Fiscal 2009
Operating
Revenue
Operating revenue for Q3 2010 increased
to $600 from $0 for Q3 2009. This increase in operating revenue is small but
primarily due to providing continuing Internet and social networking services to
clients with the assistance of joint venture partners such as
VideoArmy.tv.
Operating
Expenses
Operating expenses for Q3 2010
decreased to $8,738 from $9,150 for Q3 2009. This decrease in operating expenses
is primarily due to a reduction in professional fees associated with a failed
potential merger of the Company and SEC reporting requirement
costs.
Net
Income (Loss)
The company had a net loss of $22,089
in Q3 2010, as compared with a net loss of $20,139 in Q3 2009. This increase was
due to primarily to a $2,902 increase in interest expense.
Balance
Sheet Items
Our cash position increased to $172 at
December 31, 2009 (Q3 2010) by $172 from $0 at December 31, 2008 (Q3
2009).
Results
of Operations – First Nine Months of Fiscal Year 2010 Compared to First Nine
Months of Fiscal Year 2009
Internet Infinity revenues for the
first half of FY 2010 were $9,600, an increase in revenues of
$9,600 from $0 in the first half of FY 2009. The lack of sales was
attributed to the startup of our Company new business involving Internet
services with our partners. The Company is now providing some Internet and
social marketing services to a startup company “More American Jobs” (“MAJ”) in
which our CEO George Morris has a minority interest.
15
Cost
of Sales - Gross Margin
Our cost of sales was $1,860 for the
first nine months of FY 2010, an increase of $1,860 from the first
nine months of FY 2009 amount of $0.
Operating
Expenses
Operating expenses for the first nine
months of FY 2010 increased to $44,767 from $41,808 for the first nine months of
FY 2009, or a $2,959 increase. This increase in operating expenses is primarily
due to an increase of $8,614 in professional fees for the failed Company merger,
offset by a decrease in consulting fees to related party of $9,699.
Net
Income (Loss)
We had a net loss of $77,879 in the
first nine months of FY 2010, as compared with a net loss of $74,730 in the
first nine months of FY 2009. The net loss for the first nine
months of 2010 is attributable to new business development costs for
the 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.
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.
16
Item
5.
Other
Information
On
February 8, 2010 the registrant, Shawnee Energy, Inc., a Nevada corporation,
filed its Certificate of Amendment to Articles of Incorporation (Exhibit 3.6
filed herewith). This amendment changed the name of the corporation
to Internet Infinity, Inc. effective February 8, 2010.
Item
6.
Exhibits
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++
|
|
3.5
|
Certificate
of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
Nevada corporation+++
|
|
3.6
|
Certificate
of Amendment to Articles of Incorporation of Shawnee Energy, 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**
|
17
|
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. 0-27633incorporated
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.
+++Previously
filed with Form 8-K Current Report September 21, 2009; Commission File No.
0-27633 incorporated herein.
18
SIGNATURES
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.
|
|
|
|
|
|
|
|
Date:
February 19, 2010
|
By:
|
/s/
George Morris
|
|
|
|
|
George
Morris, Chief Executive Officer
|
|
|
|
|
|
|
19
INTERNET
INFINITY, INC.
COMMISSION
FILE NO. 0-27633
FORM
10-Q
For the
quarterly period ended
December
31, 2009
INDEX
TO EXHIBITS
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++
|
|
3.5
|
Certificate
of Amendment to Articles of Incorporation of Internet Infinity, Inc., a
Nevada corporation+++
|
|
3.6
|
Certificate
of Amendment to Articles of Incorporation of Shawnee Energy, 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.*
|
1
|
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 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.
+++Previously
filed with Form 8-K Current Report September 21, 2009; Commission File No.
0-27633 incorporated herein.
2
Internet Infinity (PK) (USOTC:ITNF)
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