Item
4.01 Changes in Registrant’s Certifying Accountant.
“We
are filling the Amended 8-K concerning our change of Auditors for Internet Infinity, Inc. (“ITNF”) following
the Audit Committee/Board of Directors approval on April 22, 2013, and the April 26, 1993 Comment Letter from the SEC
concerning Auditor Kennedy’s “Recent Accounting Pronunciations” for Audited and Reviewed Financial
statement for Fiscal years ending March 31, 2011 and March 2012 and interim financial statements reported for the interim
periods though 12/31/12.”
1.
The principal accountant John Kinross-Kennedy report on the financial statements for either of the past two years ended March
31, 2011 and March 31, 2012 and subsequent interim periods through December 31, 2012 did not contain any adverse opinion or disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles.
However,
t
he 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 $2,237,182 and its total liability
exceeds its assets by $743,720. The Company incurred net losses of $(18,617) and $(33,034) for the nine months ended December
31, 2012 and 2011, 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.
2.
For either of the past two years ended March 31, 2012 and March 2011 and subsequent interim periods through December 31, 2012
preceding the termination of Kinross-Kennedy, there were no disagreements with the former accountant Kinross-Kennedy on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
3.
For either of the past two years ended March 31, 2012 and March 2011 and subsequent interim periods through December 31, 2012
preceding the dismissal of Kinross-Kennedy and the retention of Anton & Chia, LLP, no new independent accountant had been
engaged as either the principal accountant to audit the registrant’s financial statements, or as an independent accountant
to audit a significant subsidiary and on whom the principal accountant is expected to express reliance in its report. Also, during
this time there was no consultation with any other accountant prior to the retention of Anton & Chia, LLC.
4.
We are providing today to the former accountant Kinross-Kennedy, a copy of the original 8K of 4/23/13 along with the disclosures
we are making in response to this Item 304 that we are sending to the Commission for review. We are requesting the former accountant
Kinross-Kennedy to furnish us with a letter addressed to the Commission stating whether it agrees with the statements made by
us the registrant in response to this Item 304(a) and, if not, stating the respects in which it does not agree. We the registrant
shall file the former accountant’s letter as an exhibit to the report on registration statement containing this disclosure.
We
the registrant are requesting the former accountant to provide the letter as promptly as possible so that the registrant can file
the letter with the Commission within ten business days after the filing of the report or registration statement. Notwithstanding
the ten business day period, we the registrant shall file the letter by amendment within two business days of receipt; if the
letter is received on a Saturday, Sunday or holiday on which the Commission is not open for business, then the two business day
period shall begin to run on and shall include the first business day thereafter.
On
April 22, 2013,Internet Infinity, Inc. (“Company”), through and with the recommendation of its Audit Committee and
approval of its Board of Directors, engaged Anton & Chia, LLC. CPAs as its independent registered public accounting firm.
Concurrent
with the engagement of Anton & Chia, LLC. (“Anton & Chia”), the Company dismissed the engagement of Kinross-Kennedy
(“Kennedy”) from its position as the Company’s independent registered public accounting firm. Kennedy served
as the Company’s independent registered public account firm since July 31, 2010. No report on the Company’s financial
statements prepared by Kennedy during the fiscal years ended March 31, 2012 and March 31, 2011 and the subsequent interim period
through December 31, 2012 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope or accounting principles. Further, during the fiscal years ended March 31, 2012 and March 31, 2011 and the subsequent
interim period through December 31, 2012, there were no disagreements between the Company and Kennedy on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction
of Kennedy, would have caused it to make reference to the subject matter of the disagreement in connection with a report. The
Company’s Audit Committee recommended the dismissal of Kennedy, and such recommendation was adopted by the Company’s
Board of Directors.
In
accordance with Item 304(a) (3) of Regulation S-K, the Company has provided Kennedy a copy of the disclosures it is making in
this Amended Current Report on Form 8-K prior to filing with the SEC and requested that Kennedy furnish the Company with a letter
addressed to the SEC stating whether or not Kennedy agrees with the above statements including the Recent Accounting Pronouncement
stated above in Item 1. Concerning “Going Concern.”
During
the fiscal years ended March 31, 2012 and March 31, 2011 and the subsequent interim period through December 31, 2012, neither
the Company nor anyone on its behalf has consulted with Anton & Chia regarding (i) the application of accounting principles
to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s
financial statements, (iii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation S-K or (iv) any reportable event within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
We
have requested a letter from dismissed Kennedy. And they have agreed to submit.
