Infinity Energy Resources, Inc – ‘SB-2’ on 9/10/97

As of:  Wednesday, 9/10/97   ·   Accession #:  948830-97-232   ·   File #:  333-35295

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Prospectus                                            78    323K 
 2: EX-5        Opinion re: Legality                                   2±     9K 
 3: EX-23.2     Consent of Experts or Counsel                          1      4K 

SB-2   —   Prospectus
Document Table of Contents

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As filed with the Securities and Exchange Commission September 10, 1997         
                                    SEC Registration No. 333-_____
---------------------------------------------------------------------------     

U.S. SECURITIES AND EXCHANGE COMMISSION   
WASHINGTON, D.C.  
FORM SB-2 REGISTRATION STATEMENT  
UNDER THE SECURITIES ACT OF 1933  

INFINITY, INC.  
(Exact Name of Small Business Issuer as Specified in its Charter) 

 Colorado                   1389                    84-1070066
(State or Other Jurisdic-  (Primary Standard Industrial   (IRS Employer Iden-   
tion of Incorporation)     Classification Code Number)    tification Number)  

    211 West 14th Street, Chanute, Kansas  66720
(316) 431-6200
(Address and Telephone Number of Principal
  Executive Offices and Principal Place of Business)

Stanton E. Ross, President  
    211 West 14th Street, Chanute, Kansas  66720
(316) 431-6200
(Name, Address and Telephone Number of Agent for Service) 

Copies to:  

Jon D. Sawyer, Esq.   
  Krys Boyle Freedman Scott & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South Tower, Denver, Colorado 80202    
(303) 893-2300    

Approximate date of commencement of proposed sale to the public:  As soon as    
practicable after the effective date of this Registration Statement.            

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, check the following box. [X]                                              
----------------------------------------------------------------------------    
CALCULATION OF REGISTRATION FEE 
----------------------------------------------------------------------------    
         PROPOSED         PROPOSED
TITLE OF EACH       AMOUNT      MAXIMUM          MAXIMUM                        
CLASS OF SECUR-     TO BE       OFFERING         AGGREGATE      AMOUNT OF       
ITIES TO BE         REGIS-      PRICE            OFFERING       REGISTRATION    
REGISTERED          TERED       PER UNIT(1)      PRICE          FEE             
----------------------------------------------------------------------------    
Common Stock       1,450,000    $2.3125          $3,353,125     $1,016.10       
$.0001 Par Value    Shares                                                      
(2)                                                                             
----------------------------------------------------------------------------    
(1)  Estimated solely for the purpose of calculating the registration fee       
pursuant to Rule 457 by reference to the closing price of the Registrant's      
Common Stock on September 3, 1997, as reported on the Nasdaq SmallCap Market.   

(2)       To be offered by Selling Shareholders.                                

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The Registrant hereby amends this Registration Statement on such date or dates  
as may be necessary to delay its effective date until the Registrant shall      
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section       
8(a), may determine.                                                            

Pursuant to Rule 429, the Prospectus contained herein also relates to the       
Registrant's previously filed Form S-18 Registration Statement, SEC             
Registration No. 33-17416-D.                                                    

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PROSPECTUS                    SUBJECT TO COMPLETION DATED SEPTEMBER 10, 1997    
----------------------------------------------------------------------------    

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A          
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY   
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES  
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE        
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE            
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE      
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF    
ANY STATE.                                                                      

INFINITY, INC.  

1,450,000 Shares of Common Stock  
and 851,901 Shares of Common Stock  
Obtainable on Exercise of Warrants  

Of the securities offered hereby, 1,450,000 shares of Common Stock    
($.0001 par value), are being offered by certain shareholders (collectively     
the "Selling Shareholders").  Also being offered hereby are the 851,901 shares  
of Common Stock underlying the Class A, Class B and Underwriters' Warrants      
(collectively referred to as the "Warrants").  Twelve Class A Warrants entitle  
the holder to purchase one share of the Company's Common Stock at $1.80 per     
share until December 31, 1997.  Twelve  Class B Warrants entitle the holder to  
purchase one share of the Company's Common Stock at $3.00 per share until       
September 30, 1998.  Twelve Underwriters' Warrants entitle the holder to        
purchase one share of Common Stock at $1.44 per share until December 31,        
1997.  None of the proceeds of the sale of the Common Stock by the Selling      
Shareholders will be received by the Company.  However, the Company will        
receive proceeds to the extent that the Warrants are exercised.                 

The Selling Shareholders have advised the Company that they have not  
engaged any person as an underwriter or selling agent for any of such shares,   
but they may in the future elect to do so, and they will be responsible for     
paying such a person or persons customary compensation for so acting.  The      
Selling Shareholders and any broker executing selling orders on behalf of any   
Selling Shareholders may be deemed to be "underwriters" within the meaning of   
the 1993 Act, in which event commissions received by any such broker may be     
deemed to be underwriting commissions under the 1933 Act.  The Company will     
not receive any of the proceeds from the sale of the securities offered by the  
Selling Shareholders.                                                           

  It is anticipated that the sales of the 1,450,000 shares of Common Stock
being offered by the Selling Shareholders will be made through customary        
brokerage channels either through broker-dealers acting as agents or brokers    
for the sellers, or through broker-dealers acting as principals who may then    
resell the shares in the over-the-counter market or otherwise, or at private    
sales in the over-the-counter market or otherwise, at negotiated prices         
related to prevailing market prices at the time of the sales, or by a           
combination of such methods of offering.  Thus, the period of distribution of   
such shares may occur over an extended period of time.  The Selling             
Shareholders effecting their sales through registered broker-dealers will pay   
or assume brokerage commissions or discounts incurred in the sale of their      
shares.                                                                         

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 The Company's Common Stock is traded in the over-the-counter market and
is quoted on the Nasdaq Small Cap Market (Symbol: IFNY).  On September 8,       
1997, the closing price of the Company's Common Stock was $2.50.  (See "MARKET  
PRICES AND DIVIDENDS.")                                                         

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  PERSONS INVESTING IN 
THESE SECURITIES SHOULD BE ABLE TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT.    
(SEE "RISK FACTORS.")                                                           

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR     
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL  
OFFENSE.                                                                        

----------------------------------------------------------------------------    
                       PRICE TO     UNDERWRITING        PROCEEDS
                     WARRANT      DISCOUNTS AND       TO THE
                         HOLDERS      COMMISSIONS(1)      COMPANY(2)
----------------------------------------------------------------------------    
Per Share on Exercise of                                                        
Class A Warrants             $        1.80       -0-         $        1.80      
Total                   $  730,200.60       -0-         $  730,200.60 
----------------------------------------------------------------------------    
Per Share on Exercise of                                                        
Class B Warrants             $        3.00       -0-         $        3.00      
Total                   $1,217,000.00       -0-         $1,217,000.00 
----------------------------------------------------------------------------    
Per Share on Exercise of                                                        
Underwriters' Warrants       $        1.44       -0-         $        1.44      
Total                   $   58,416.48       -0-         $   58,416.48 
----------------------------------------------------------------------------    
(1)  No discounts or commissions will be paid in connection with the exercise   
of the warrants.                                                                
(2) Before deducting expenses of this offering estimated at $15,000.            

The date of this Prospectus is ____________, 1997.  

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   The Company is subject to the reporting requirements of Section 13(a) and
to the proxy requirements of Section 14 of the Securities Exchange Act of       
1934, as amended, and in accordance therewith files periodic reports, proxy     
statements and other information with the Commission.  Such reports, proxy      
statements and other information concerning the Company may be inspected or     
copied at the public reference facilities at the Commission located at 450      
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's  
Regional Offices in New York, 7 World Trade Center, New York, New York 10048,   
and in Chicago, Northwestern Atrium Center, 500 West Madison Street, Suite      
1400, Chicago, Illinois 60661.  Copies of such documents can be obtained at     
the public reference section of the Commission at 450 Fifth Street, N.W.,       
Washington, D.C. 20549, at prescribed rates.  The Commission maintains a Web    
site (http://www.sec.gov) that contains reports, proxy and information          
statements and other information regarding registrants that file                
electronically.                                                                 

ADDITIONAL INFORMATION  

A Registration Statement on Form SB-2, including amendments thereto,  
relating to the securities offered hereby has been filed by the Company with    
the Securities and Exchange Commission, Washington, D.C.  This Prospectus does  
not contain all of the information set forth in the Registration Statement and  
the exhibits and schedules thereto.  For further information with respect to    
the Company and the securities offered hereby, reference is made to such        
Registration Statement, exhibits and schedules.  Statements contained in this   
Prospectus as to the contents of any contract or other document referred to     
are not necessarily complete, and in each instance reference is made to the     
copy of such contract or other document filed as an exhibit to the              
Registration Statement, each such statement being qualified in all respects by  
such reference.  A copy of the Registration Statement may be inspected without  
charge at the Commission's principal offices in Washington, D.C., and copies    
of all or any part thereof may be obtained from the Commission upon the         
payment of certain fees prescribed by the Commission.  The Registration         
Statement has been filed electronically through the Commission's Electronic     
Data Gathering, Analysis and Retrieval System and may be obtained through the   
Commission's Web site (http://www.sec.gov).                                     

No person is authorized to give any information or to make any representation   
other than those contained in this Prospectus, and if given or made such        
information or representation must not be relied upon as having been            
authorized.  This Prospectus does not constitute an offer to sell or a          
solicitation of an  offer to buy any securities other than the securities       
offered by this Prospectus or an offer to sell or a solicitation  of an offer   
to buy the securities in any  jurisdiction to any person to whom it is          
unlawful to make such offer or solicitation in such jurisdiction.               

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____________  

TABLE OF CONTENTS   
                                                          PAGE
Prospectus Summary ..........................................   1     
Risk Factors ................................................   3     
Market Prices and Dividends .................................   6     
Use of Proceeds .............................................   7     
Management's Discussion and Analysis ........................   9     
Business ....................................................  15     
Management ..................................................  25     
Security Ownership of Management, Principal Shareholders              
and Selling Shareholders ..................................  29   
Transactions With Management and Others .....................  31     
Description of Securities ...................................  32     
Plan of Distribution ........................................  35     
Legal Matters ...............................................  36     
Experts .....................................................  36     
Index to Financial Statements ...............................  36     

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PROSPECTUS SUMMARY  

THE COMPANY                                                                     

   Infinity, Inc. (the "Company"), through its wholly-owned subsidiaries, is
engaged in providing oil field services and developing and operating oil and    
gas properties.                                                                 

The Company's Consolidated Industrial Services, Inc. ("Consolidated") 
subsidiary provides services associated with drilling and completion of oil     
and gas wells, including cementing, acidizing, fracturing, nitrogen pumping     
and water hauling.  Consolidated also provides on-site remediation services     
for hazardous and non-hazardous waste.                                          

  The Company's CIS Oil and Gas, Inc. ("COG") subsidiary is engaged in oil
and gas exploration.  During the year ended March 31, 1996 COG acquired rights  
to approximately 24,000 acres of land in the Raton Basin in Southeastern        
Colorado, and drilled fifteen wells to produce coal methane gas from this       
property.  During the year ended March 31, 1997, COG drilled an additional      
five wells and built a pipeline system on the property to connect the wells to  
the Colorado Interstate Gas pipeline.  COG anticipates increasing gas           
production from these wells and four preexisting wells during the current year  
while it continues to develop the property.                                     

   The Company's Consolidated Pipeline, Inc. ("CPI") subsidiary operates the
Company's gas gathering pipeline system constructed to connect the wells on     
the Raton property to the Colorado Interstate Gas pipeline.                     

The Company's offices are located at 211 West 14th Street, Chanute,   
Kansas 66720.  Its telephone number is (316) 431-6200.                          

OFFERING SUMMARY                                                                

Securities Offered:       1,450,000 Shares of Common Stock offered by 
  Selling Shareholders

                        851,901 Shares obtainable upon exercise of
                         Class A, Class B and Underwriters' Warrants

Common Stock Presently                                                
Outstanding:              10,210,939 Shares                           

USE OF PROCEEDS                                                                 

 None of the proceeds of the sale of Common Stock offered by the Selling
Shareholders will be received by the Company.  However, the Company will        
receive proceeds to the extent that any of the Class A, Class B or              
Underwriters' Warrants are exercised.  Although there is no basis for           
determining how many Class A, Class B or Underwriters' Warrants will be         
exercised, the following tables show how any proceeds would be applied          
assuming the Class A, Class B and Underwriters' Warrants are exercised:         

                                CLASS A        CLASS B       UNDERWRITERS'
APPLICATION OF PROCEEDS            WARRANTS       WARRANTS        WARRANTS      
-----------------------            --------       --------      -------------   
Drilling and Completion                                                         
of Gas Wells                     $500,000       $1,000,000         -0-      
Working Capital                     215,000          217,000       $58,416      
                             --------       ----------       -------
Total                           $715,200       $1,217,000       $58,416   

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FINANCIAL SUMMARY                                                               

The following financial summary should be read in conjunction with the
financial statements and accompanying notes appearing elsewhere in this         
Prospectus.                                                                     

BALANCE SHEET DATA:           AT JUNE 30, 1997         AT MARCH 31, 1997        
------------------            ----------------         -----------------        
Total Assets                    $ 8,233,624               $ 7,829,161           
Current Assets                      764,990                   688,950           
Current Liabilities               3,457,069                 1,954,055           
Long-Term Debt                      568,309                 2,375,184           
Working Capital (Deficit)        (2,692,079)               (1,265,015)          
Stockholders' Equity              4,208,246                 3,499,922           
Cash Dividends Per Common                                                       
Share                              -0-                       -0-          

               FOR THE THREE             FOR THE YEARS ENDED
STATEMENT OF          MONTHS ENDED JUNE 30,             MARCH 31,               
OPERATIONS DATA:        1997         1996          1997          1996           
----------------     -----------  ------------  -----------  ------------       
Net Sales            $1,168,692   $1,260,036    $ 5,035,338  $ 4,907,070        
Net Income (Loss)       258,005      (74,529)       219,847   (1,826,439)       
Net Income (Loss)                                                               
Per Share                  .03         (.01)           .02        (0.23)      
-2-               

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RISK FACTORS  

   An investment in the securities being offered by this Prospectus involves
a high degree of risk.  In addition to the other information contained in this  
Prospectus, prospective investors should carefully consider the risk factors    
discussed below before purchasing the shares of Common Stock offered hereby.    

This Prospectus contains and incorporates by reference forward-looking
statements within the meaning of the "safe harbor" provisions of the Private    
Securities Litigation Reform Act of 1995. Such statements are based on          
management's current expectations and are subject to a number of factors and    
uncertainties which could cause actual results to differ materially from those  
described in the forward-looking statements. Reference is made in particular    
to the description of the Company's plans and objectives for future             
operations, assumptions underlying such plans and objectives and other          
forward-looking statements included or incorporated in this Prospectus.         
Factors which could cause such results to differ materially from those          
described in the forward-looking statements include those set forth in the      
risk factors below.                                                             

RISK FACTORS RELATING TO BUSINESS OF THE COMPANY                                

1.     LIMITED OPERATING HISTORY AND ACCUMULATED DEFICIT.  The Company
has had a limited operating history and has an accumulated deficit.  The        
likelihood of the success of the Company must be considered in light of the     
problems which may be encountered in connection with the development of the     
Company's business and the competitive environment in which the Company         
operates.  Accordingly, there can be no assurance that the Company will be      
successful or achieve profitable operations on a long-term basis.  (See         
"BUSINESS" and "FINANCIAL STATEMENTS.")                                         

 2.     WORKING CAPITAL DEFICIT; POSSIBLE NEED FOR ADDITIONAL FINANCING.
At June 30, 1997, the Company had a working capital deficit of $(2,692,079)     
primarily due to a $2,500,000 note which is due in May 1998.  Management has    
had to devote a large percentage of their time seeking additional financing     
and at times sacrificing time needed to manage the Company's ongoing            
operations.  Although the Company's operations have improved, the Company may   
still need additional financing in order to develop its business.               

3.     RISKS ASSOCIATED WITH OIL AND GAS OPERATIONS.  The Company has 
recently started to devote a significant portion of its resources and           
management attention to the exploration and development of oil and gas          
properties. Such activities will be subject to a number of risks including,     
but not limited to, the following:                                              

       A.     COMPETITION FOR PROSPECTS.  The Company is and will continue
to be an insignificant participant in the oil and gas business.  Most of the    
Company's competitors have significantly greater financial resources,           
technical expertise and managerial capabilities than the Company and,           
consequently, the Company will be at a competitive disadvantage in identifying  
suitable prospects.                                                             

        B.     LEASEHOLD DEFECTS.  Although evidence of title generally will
be obtained by the Company prior to any acquisition of oil and gas properties,  
the Company will generally acquire leasehold interests in oil and gas           
properties without first obtaining a title opinion.  There can be no assurance  
that losses will not result from title defects or from defects in the           
assignment of leasehold rights and the like, which losses will be borne by the  
Company to the extent of its interest therein.  It is not anticipated that the  
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Company will obtain title insurance on any of the leasehold interests it        
obtains.                                                                        

       C.     OIL AND GAS PRICES.  The economics of oil and gas production
are greatly dependent upon the prices of oil and gas.  Any significant          
decrease in the market prices of oil or gas could materially affect the         
profitability of  the Company's oil and gas activities.                         

      D.     MARKETS.  The marketing of natural gas and oil which may be
produced by the Company's properties will be affected by a number of factors    
beyond the control of the Company.  These factors include the extent of the     
supply of oil or gas in the market, the availability of competitive fuels,      
crude oil imports, the world-wide political situation, price regulation, and    
other factors.                                                                  

     E.     LIMITATION ON PRODUCTION.  Among other matters, states may
regulate allowable rates of production, prevention of waste oil and gas         
resources and similar matters.  One effect of such regulation may be the        
restriction on the amount of production allowed from the Company's              
properties.  Considering the current low market price for oil, no assurance     
can be made that the allowable amount of production will be sufficient to       
provide a profit to the Company.                                                

    F.     GOVERNMENTAL REGULATION.  The Company's operations may be
subject to numerous federal, state and local laws including, among other        
things, regulation of the discharge of materials into the environment relating  
to protection of the environment or otherwise affecting the Company's           
operations.  Such regulations could adversely affect the business of the        
Company.                                                                        

   G.     WEATHER INTERRUPTIONS.  Activities of the Company may be
subject to periodic interruptions due to weather conditions.  Weather-imposed   
restrictions during certain times of the year on roads accessing properties     
could adversely affect the ability of the Company to benefit from production    
on such properties or could increase the costs of drilling new wells because    
of delays.                                                                      

4.     RISKS ASSOCIATED WITH CURRENT DEVELOPMENT OF COAL METHANE GAS  
PROPERTY.  The Company is presently developing coal methane gas properties in   
southeastern Colorado on which it has drilled 20 wells, and intends to drill    
approximately 20 additional wells in the next year.  The Company may need to    
raise additional funds in order to further develop such properties, and there   
can be no assurance that the Company will be able to do so on acceptable        
terms.                                                                          

5.     RISKS RELATING TO OIL FIELD SERVICES OPERATIONS.  The Company's
oil field services business is subject to a number of risks including, but not  
limited to, the following:                                                      

   A.     INDUSTRY CONDITIONS.  Demand for the Company's oil field
services depends primarily upon the level of spending by oil and gas companies  
for exploration, production and development activities.  These spending levels  
tend to increase and decrease with increases and decreases in the commodity     
prices for oil and gas, so that demand for the Company's oil field services is  
affected to some degree by market prices for natural gas and crude oil, which   
have historically been very volatile.                                           

B.     GEOGRAPHIC CONCENTRATION OF OPERATIONS.  Most of the 
Company's oil field services operations are located in Kansas, northern         
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Oklahoma and southern Colorado.  Because of this concentration, any regional    
events that increase costs, reduce availability of equipment or supplies,       
reduce demand or limit production will impact the Company more adversely than   
if the Company were more geographically diversified.                            

6.     LACK OF RELEVANT MANAGEMENT EXPERIENCE.  Management has only   
limited experience in developing and marketing new technologies and has         
limited experience in managing oil and gas exploration companies of this        
size.  As a result of this lack of experience, combined with other factors,     
the Company has experienced delays and cost overruns.  This lack of experience  
has also forced the Company to bring in consultants and to set up an advisory   
board which has caused the Company to issue significant amounts of stock and    
options as compensation for these persons.  Recent licensing agreements, the    
management agreement and operating lease on the water treatment projects, and   
the recent addition of Don Appleby and the addition of outside consultants in   
the oil and gas business are intended to help alleviate this concern.           

  7.     COMPETITION.  The Company is subject to competition from numerous
other new and established companies, many of which are better financed than     
the Company.  (See "BUSINESS -- Competition.")                                  

RISK FACTORS RELATING TO THIS OFFERING                                          

  1.     EXERCISE PRICES OF WARRANTS ARBITRARILY DETERMINED.  The exercise
prices of the Warrants were established arbitrarily by the Company with no      
established criteria of value.  There is no direct relationship between the     
exercise prices and the assets, book value, earnings or lack thereof,           
shareholders' equity or any other recognized criterion of value.                

 2.     SALES BY SELLING SHAREHOLDERS.  Included in the Securities being
offered hereby are 1,450,000 shares of Common Stock being offered by the        
Selling Shareholders who are not restricted as to the price or prices at which  
they may sell the shares.  To the extent that shares are sold below the then    
current level at which the Company's shares are trading, the market price of    
the Company's Common Stock may be adversely affected.  Further, this offering   
may depress the market price of the Company's Common Stock during the offering  
term because of the large number of shares being offered and the absence of a   
fixed offering price.  The Company's ability to raise equity capital by         
selling shares of its Common Stock for cash may be impaired because of this     
offering by Selling Shareholders.                                               

3.     PUBLIC MARKET FOR COMPANY'S COMMON STOCK.  Although there      
presently exists a limited market for the Company's Common Stock, there can be  
no assurance that a market can be sustained.  The investment community could    
show little or no interest in the Company in the future.  As a result,          
purchasers of the Company's securities may have difficulty in selling such      
securities should they desire to do so.                                         

4.     DIVIDENDS.  No dividend has been paid on the Common Stock since
inception and none is contemplated at any time in the foreseeable future.       
(See "MARKET PRICES AND DIVIDENDS.")                                            

 5.     SHARES ELIGIBLE FOR FUTURE SALE.  Of the shares of the Company's
Common Stock outstanding, approximately 2,096,000  are "restricted securities"  
and under certain circumstances may in the future be sold in compliance with    
Rule 144 adopted under the Securities Act of 1933, as amended.  Future sales    
of those shares under Rule 144 could depress the market price of the Common     
Stock in any market which may exist.  Approximately 1,546,000 of the            
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restricted shares are currently eligible for resale under Rule 144, and         
550,000 of those shares are being offered for resale by this Prospectus.        

   6.     OTHER WARRANTS AND OPTIONS OUTSTANDING.  The Company presently has
outstanding other warrants and options to purchase an aggregate of 3,878,337    
shares of the Company's Common Stock at prices ranging from $.60 to $3.84 per   
share.  The exercise of these warrants and options would have a dilutive        
effect on other investors.  In addition, the holders of such warrants and       
options could resell the Common Stock received upon exercise either             
immediately or one year after such exercise under Rule 144.  Such resales       
could depress the market price of the Common Stock in any market which may      
exist.  (See "DESCRIPTION OF SECURITIES.")                                      

7.     PREFERRED STOCK.  The Company is authorized to issue 5,000,000 
shares of Preferred Stock, no par value.  The Preferred Stock may be issued in  
series from time to time with such designations, rights, preferences and        
limitations as the Board of Directors of the Company may determine by           
resolution.  The potential exists, therefore, that preferred stock might be     
issued which would grant dividend preferences and liquidation preferences to    
preferred shareholders over common shareholders.  Unless the nature of a        
particular transaction and applicable statutes require such approval, the       
Board of Directors has the authority to issue these shares without shareholder  
approval.  The issuance of Preferred Stock may have the effect of delaying or   
preventing a change in control of the Company without any further action by     
shareholders.  The Company presently has no shares of Preferred Stock           
outstanding.  (See "DESCRIPTION OF SECURITIES.")                                
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MARKET PRICES AND DIVIDENDS   

 The Company's Common Stock began trading on the Nasdaq Small-Cap Market
on June 29, 1994, under the symbol "IFNY."  Prior to that time, the Company's   
Common Stock was traded on the over-the-counter market and was quoted on the    
NASD's OTC Bulletin Board.  The following table sets forth the high and low     
sale prices for the Company's securities as reported by the Nasdaq Stock        
Market.                                                                         

QUARTER ENDED                               HIGH       LOW        
-------------                               ----       ---        
June 30, 1995                              $2.625     $1.781      
September 30, 1995                         $2.625     $1.453      
December 31, 1995                          $2.00      $0.50       
March 31, 1996                             $1.969     $0.594      

June 30, 1996                              $1.687     $0.875      
September 30, 1996                         $1.25      $0.75       
December 31, 1996                          $1.875     $1.125      
March 31, 1997                             $2.375     $1.25       

June 30, 1997                              $2.4375    $1.625      

The number of record holders of the Company's $.0001 par value common 
stock at June 17, 1997, was 264 and the Company has over 350 beneficial owners  
of such stock.                                                                  

  Holders of common stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors.  No dividends have been paid      
with respect to the Company's common stock and no dividends are anticipated to  
be paid in the foreseeable future.  Pursuant to the terms of the Loan           
Agreement with Seymour, Inc., the Company is prohibited from paying any         
dividends, without the prior written consent of Seymour, Inc., until all        
principal and interest under the $2,500,000 loan have been paid.  (See          
"MANAGEMENT'S DISCUSSION AND ANALYSIS -- Liquidity and Capital Resources.")     
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USE OF PROCEEDS   

  No proceeds from the sale of the 1,450,000 shares offered by the Selling
Shareholders will accrue to the Company.                                        

The net proceeds to be realized from the exercise of the Warrants will
approximate $715,200 if all of the Class A Warrants are exercised (after        
deducting the expenses of the offering estimated at $15,000), an additional     
$1,217,000 if all of the Class B Warrants are exercised, and an additional      
$58,416 if all of the Underwriters' Warrants are exercised.  Management         
anticipates the net proceeds from the Warrants will be used substantially as    
follows and applied in the following order of priority:                         

                               CLASS A        CLASS B      UNDERWRITERS'
APPLICATION OF PROCEEDS            WARRANTS       WARRANTS       WARRANTS       
-----------------------            --------       --------     -------------    
Drilling and Completion                                                         
of Gas Wells                     $500,000       $1,000,000        -0-       
Working Capital(1)                  215,200          217,000      $58,416       
                            --------       ----------      -------
Total                           $715,200       $1,217,000      $58,416    
_______________                                                                 

(1)  Amounts allocated to working capital may be used for payment of accounts   
payable, financing possible operating losses, and other general working         
capital needs.                                                                  

  The amounts set forth above are only an estimate.  The Company is unable
to predict precisely what amount will be used for any particular purpose.  To   
the extent the proceeds received are inadequate in any area of expenditures,    
supplemental amounts may be drawn from working capital, if any.  Conversely,    
any amounts not required for proposed expenditures will be retained and used    
for working capital.  Should the proceeds actually received, if any, be         
insufficient to accomplish the purposes set forth above, the Company may be     
required to seek other sources to finance the Company's operations, including   
individuals and commercial lenders.                                             

 Pending utilization, management intends to make temporary investment of
the proceeds in bank certificates of deposit, interest-bearing savings          
accounts, prime commercial paper or government obligations.  Such investment    
in interest-bearing assets, if continued for an excessive period of time        
within the definition of the Investment Company Act of 1940, could subject the  
Company to classification as an "investment company" under the Act and to       
registration and reporting requirements thereunder.                             
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MANAGEMENT'S DISCUSSION AND ANALYSIS                                            

   The Company was organized as a Colorado corporation on April 2, 1987, for
the purpose of searching for and acquiring a business combination candidate.    
On March 10, 1992, the Company acquired Infinity Research & Development, Inc.,  
then named Phoenix Research & Development Corporation ("PRD").  This            
acquisition was accounted for as a reverse acquisition.  Accordingly, the       
financial statements reflect the historical financial statements of PRD from    
its inception on December 18, 1991, through March 10, 1992, and the             
consolidated financial statements since that date.                              

 On December 15, 1993, the Company acquired all of the outstanding stock
of LDC Food Systems, Inc. ("LDC").  This acquisition was accounted for as a     
pooling of interests and the financial statements included in this Report       
reflect the historical statements of LDC from its inception on April 20, 1990,  
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through December 15, 1993, and the consolidated financial statements since      
that date                                                                       

On January 21, 1994, Consolidated Industrial Services, Inc. ("CIS")   
(incorporated in November 1993 as a wholly-owned subsidiary of the Company),    
acquired substantially all of the assets except for real estate holdings and    
advances receivable, and assumed certain liabilities of Consolidated Oil Well   
Services, Inc.  This acquisition was accounted for as a purchase and the        
financial statements subsequent to January 1, 1994, include the results of      
operations of the acquired entity from that date.  The total consideration      
given for this purchase was $1,000,000 in cash, 555,556 shares of the           
Company's common stock and promissory notes totaling $2,000,000.  Prior to      
March 31, 1994, $600,000 of the $2,000,000 amount had been paid, leaving        
$1,400,000 still owed.  During December 1994, the Company reached an agreement  
with Consolidated Oil Well Services, Inc. ("COWS") whereby COWS accepted a      
reduced payment of $850,000 in full settlement of the remaining $1,400,000      
promissory note.  The balance was paid $750,000 in cash and $100,000 in         
deferred future oil well services.                                              

  In September 1995 and November 1995 the Company created Infinity Oil and
Gas Inc. and CIS Oil and Gas, Inc., respectively, as newly-formed               
subsidiaries.  Results of operations of these subsidiaries are included in the  
consolidated financial statements since their respective inception dates.       

   In January 1997, the Company reorganized Consolidated Pipeline, Inc. as a
subsidiary.  Results of operations of this subsidiary have been included in     
the consolidated financial statements since the date of inception.              

  In February 1997, the Company's interest in Infinity Oil & Gas, Inc. was
reduced to ten percent of the outstanding common shares with the remaining      
common shares owned by the officers of the former subsidiary.  Results of       
operations after the date of this transaction have been excluded from the       
consolidated financial statements and the remaining investment in this former   
subsidiary is  carried as an investment on the cost basis.                      

  The following discussion relates to the financial statements included in
this Prospectus.                                                                

RESULTS OF OPERATIONS                                                           

THREE MONTHS ENDED JUNE 30, 1997 VS. THREE MONTHS ENDED JUNE 30, 1996           

The oilfield services segment of the Company generated $1,168,692 in  
revenues and $485,842 in cost of sales during the three months ended June 30,   
1997, compared to $1,154,767 in revenues and $593,999 in cost of sales for the  
three months ended June 30, 1996.  The operating expenses incurred by the       
oilfield services segment of the Company were $349,621 for the three months     
ended June 30, 1997 and $371,380 for the three months ended June 30, 1996.      
Net operating income for this segment improved to a profit of $333,229 for the  
three months ended June 30, 1997 from a profit of $189,388 for the three        
months ended June 30, 1996.  The improved results are attributed to the         
Company being able to obtain an increase in sales while taking measures to      
control operating costs.  Depreciation and amortization expense included in     
operating expenses for the oilfield services division was $124,036 for the      
three months ended June 30, 1997 and $122,641 for the three months ended June   
30, 1996.                                                                       
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The environmental services segment of the Company generated $24,200 in
rental income during the three months ended June 30, 1997.  This was offset by  
depreciation and amortization expense of $41,377 for the same period.  This     
segment of the Company, which included all water treatment activities,          
generated $105,269 in revenues and $55,706 in cost of sales during the three    
months ended June 30, 1996.  Operating expenses incurred by this division were  
$90,733 for the three months ended June 30, 1996, including depreciation and    
amortization expense of $41,067.  In October 1996, the Company entered into a   
five year management and lease agreement which transferred operating            
responsibility for this segment to an outside party.  The Company will receive  
annual payments of $80,000 plus a percentage of revenues over certain levels.   

   The oil and gas production segment of the Company recorded no revenue and
no operating expense during the three months ending June 30, 1997 since         
properties were still under development.  During the last eighteen months,      
this segment invested $3,047,883 to acquire property rights, drill and          
complete twenty gas wells and construct the related pipeline system to connect  
to the interstate transportate system.  The company expects to record revenue   
from the production of gas during the second quarter of this year.              

Expenses incurred in corporate activities were $60,673 for the three  
months ended June 30, 1997, compared to $56,388 for the three months ended      
June 30, 1996.  No income tax expense has been recorded due to the              
availability of net operating loss carryforwards.                               

YEAR ENDED MARCH 31, 1997 VS. YEAR ENDED MARCH 31, 1996                         

The oil field services segment of the Company generated $4,688,793 in 
revenues and $2,480,130 in cost of sales during the year ended March 31, 1997,  
compared to $3,814,456 in revenues and $2,123,195 in cost of sales for the      
year ended March 31, 1996.  The operating expenses incurred by the oil field    
services segment of the Company were $1,515,883 for the year ended March 31,    
1997, and $1,641,931 for the year ended March 31, 1996.  Net operating income   
for this  segment improved to a profit of $692,780 for the year ended March     
31, 1997, as compared to a profit of $49,330 for the year ended March 31,       
1996.  The improved results are attributed to the Company being able to         
significantly increase sales primarily in Colorado and Oklahoma while           
continuing measures to control costs.  Depreciation and amortization expense    
included in operating expenses for the oil field services division was          
$496,147 for the year ended March 31, 1997, and $490,517 for the year ended     
March 31, 1996.                                                                 

The environmental services segment of the Company which includes all  
water treatment activities, generated $346,545 in revenues and $190,215 in      
cost of sales during the year ended March 31, 1997, compared to $1,092,614 in   
revenues and $1,204,543 in cost of sales for the year ended March 31, 1996.     
Operating expenses incurred by the environmental services division were         
$292,539 for the year ended March 31, 1997, and $839,868 for the year ended     
March 31, 1996, including depreciation and amortization expense of $171,500     
for the year ended March 31, 1997 and $157,539 for the year ended March 31,     
1996. The significant drop in revenue, cost of sales and operating expenses     
resulted from the reduction in water research and treatment activities          
culminating in the license agreement with BOC Gases in January 1996 and the     
management and lease agreement with the environmental services company in       
October 1996.  Since completion of these agreements, these activities have      
operated to collect royalties and rent payments and maintain patent rights and  
have incurred negligible expense other than depreciation and amortization.      
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The oil and gas production segment of the Company was involved in the 
development of the Raton Basin gas property during the year ended March 31,     
1997, and incurred negligible operating expenses.  Costs incurred in the        
development of the wells and the related gathering system were capitalized and  
will be amortized in future years as gas is produced and sold.  Operating       
expenses of $100,604 were incurred by this segment during the year ended March  
31, 1996.                                                                       

Expenses incurred in corporate activities were $274,291 for the year  
ended March 31, 1997, and $435,447 for the year ended March 31, 1996.  This     
reduction was substantially achieved in the area of consulting fees and         
professional services, and by closing the corporate office in Lenexa, Kansas.   

  Operating income for the Company improved to $282,280 for the year ended
March 31, 1997, from an operating loss of $(1,438,518) for the year ended       
March 31, 1996.  This improvement was due to strong growth in the oilfield      
segment of the Company and the reduction in water treatment and research and    
development activities.  Combined sales grew nominally to $5,035,338 for the    
year ended March 31, 1997, from $4,907,070 for the year ended March 31, 1996,   
but cost of sales and operating expenses dropped to $2,670,345 and $2,082,713,  
respectively, from $3,327,738 and $3,017,850, respectively, for the prior       
year.                                                                           

LIQUIDITY AND CAPITAL RESOURCES                                                 

As of June 30, 1997, the Company had a working capital deficit of     
$2,692,079 compared to a working capital deficit of $1,285,105 at March 31,     
1997.  The decrease in working capital is primarily due to the inclusion in     
current liabilities of the final payment on the note payable to Seymour, Inc.   
This final payment is due June 1, 1998 in the amount of $1,825,107.             

During the three month period ended June 30, 1997 cash generated by   
operating activities was $243,612 compared to cash generated of $175,136 for    
the three months ended June 30, 1996.  The improvement in the amount of cash    
generated was due to improvement of the oilfield service activities and the     
reduction of water treatment activities.  An increase of $102,132 in accounts   
receivable and prepaid expenses and a decrease of $43,125 in accounts payable   
reduced the magnitude of this improvement.                                      

 Cash flows from investing activities during the three months ended June
30, 1997, were ($652,784) compared to ($266,196) for the comparable period of   
1996.  The increase is primarily due to the investment to develop gas           
production properties of ($585,683).                                            

 The Company obtained $106,295 in long-term equipment financing debt and
obtained $450,319 from issuance of common stock during the three months ended   
June 30, 1997.  This cash received from financing activities was reduced by     
the repayment of ($81,485) of long term debt and reduction of the bank line of  
credit by $(74,442).                                                            

As of March 31, 1997, the Company had a working capital deficit of    
$(1,285,105) compared to a deficit of $(321,979) at March 31, 1996.  The        
reduction in working capital is primarily due to the use of Company resources   
to develop the gas properties including accounts payable at March 31, 1997,     
which included development costs totaling $461,255.  Production from 19 wells   
had started by June 30, 1997.                                                   

During the year ended March 31, 1997, cash generated by operating     
activities was $892,989 compared to cash used of $(713,140) for the year ended  
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March 31, 1996.  The primary reason for the improvement was the fact that the   
Company had net income of $219,847 in the year ended March 31, 1997, as         
compared to a net loss of $1,826,439 for the year ended March 31, 1996.         

  Net cash provided by the operation of the oil field services segment was
$1,188,927.  Net cash generated by the operation of the environmental           
technology segment was $104,942.  Net cash used by the operation of corporate   
activities was $(262,202) plus $104,942 of interest expense paid.               

 Cash used in investing activities during the year ended March 31, 1997,
was $1,800,988 as compared to $749,172 for the year ended March 31, 1996.  The  
majority of cash used in investing activities for both years was used to        
develop the coal methane gas production in the Raton Basin in Southeastern      
Colorado and to replace and upgrade equipment for oil field services.  An       
additional $57,140 was spent to pursue patent filings and financing and lease   
transactions.  These expenditures were offset by proceeds of selling surplus    
equipment of $70,378.                                                           

  During the year ended March 31, 1997, the Company received $812,500 from
the sale of common stock, through exercise of warrants and options and drew     
$284,000 on a bank line of credit.                                              

  The Company presently has outstanding publicly-held warrants to purchase
shares of common stock, which if all were to be exercised, could result in      
gross proceeds of approximately $2,800,000.  (This does not include the         
warrants to purchase 1,250,000 shares held by Seymour, Inc.)                    

   At March 31, 1997, the Company's CIS subsidiary held a $300,000 revolving
line of credit with a maturity date of August 1997, and the interest rate of    
2% over the lender's base corporate rate.  The line of credit is secured by a   
first lien on certain vehicles owned by CIS and accounts receivable.            

 On May 31, 1995, the Company obtained $2,500,000 of long-term financing
from Seymour, Inc., a manufacturer of equipment for the food processing         
industry.  This note payable requires monthly payments of interest at an        
annual rate of 10% and monthly installments of principal beginning January 1,   
1996.  The remaining principal balance matures June 1, 1998.  This note         
payable is secured by a first lien on substantially all equipment and vehicles  
of the Company's CIS subsidiary.  Seymour, Inc. also holds a warrant which      
allows it to purchase up to 1,250,000 shares of the Company's common stock at   
a price of $2.00 per share.  This warrant is exercisable until ninety days      
after the promissory note is fully paid.                                        

The Company does not have any material commitments for capital        
expenditures as of the date of this Prospectus.  However, the Company is        
required to drill ten gas wells in its Raton Basin property in order to retain  
its rights to further develop this leased property.  The Company intends to     
drill an additional ten gas wells in southeastern Colorado prior to December    
31, 1997, and at least ten additional wells during each of the next three       
years.  This pace of development will meet lease requirements to allow the      
Company to continue to develop the property.  Financing for this future         
development will be necessary and is expected to be obtained by borrowing       
based on the production and reserves of the existing wells or by preselling     
the gas produced by these wells.  However, there is no assurance that the       
Company will be successful in obtaining such financing.                         

Management believes that the revenues being generated by gas sales    
together with the proceeds from the sale of common stock will provide           
sufficient liquidity to meet the Company's working capital needs for the        
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remainder of the fiscal year ended March 31, 1998.  Additional gas wells will   
be drilled and completed only when additional financing is obtained             
specifically for that purpose.                                                  

RECENT CHANGES IN ACCOUNTING RULES                                              

   The Financial Accounting Standards Board (the "FASB") recently adopted or
issued proposals and guidelines which may have a significant impact on the      
accounting practices of commercial enterprises.                                 

   Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128") has been issued effective for both interim and annual periods      
ending after December 15, 1997.  SFAS No. 128 establishes standards for         
computing and presenting earnings per share.  The Company is required to adopt  
the provisions of SFAS No. 128 in the quarter ending December 31, 1997.  Under  
the standards established by SFAS 128, earnings per share is measured at two    
levels:  basic earnings per share and diluted earnings per share.  Basic        
earnings per share is computed by dividing net income by the weighted average   
number of common shares outstanding during the period.  Diluted earnings per    
share is computed by dividing net income by the weighted average number of      
common shares after considering the additional dilution related to preferred    
stock, convertible debt, options and warrants.                                  

SFAS No. 130, "Reporting Comprehensive Income" will be adopted for the
year ending March 31, 1998.  This statement provides accounting and reporting   
standards to report a measure of all changes in equity of an enterprise that    
results from recognized transactions and economic events of the period          

    Management believes adoption of SFAS No. 128 and 130 will not have a
material effect on the financial position or results of operations, nor will    
adoption require additional capital resources.                                  

   The foregoing does not constitute a comprehensive summary of all material
changes or developments affecting the manner in which the Company keeps its     
books and records and performs its financial accounting responsibilities.  It   
is intended only as a summary of some of the recent pronouncements made by the  
FASB which are of particular interest.                                          
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BUSINESS    

BACKGROUND                                                                      

   Infinity, Inc. (the "Company") was organized as a Colorado corporation on
April 2, 1987, for the purpose of searching for and acquiring a business        
combination candidate.                                                          

On August 17, 1988, the Company completed a public offering of Units  
consisting of stock and warrants, for net proceeds of approximately $369,716.   

 On March 10, 1992, the Company acquired all of the outstanding stock of
Infinity Research and Development, Inc. ("IRD"), formerly named Phoenix         
Research & Development Corporation, in exchange for the issuance of shares of   
the Company's Common and Preferred Stock.  IRD was incorporated under the laws  
of the State of Missouri on December 18, 1991, for the purpose of acquiring     
the rights to a technology to remove contaminants from waste-water, and to      
manufacture and market products using this technology.                          

 On December 15, 1993, the Company acquired all of the outstanding stock
of L.D.C. Food Systems, Inc. ("LDC"), a New Jersey corporation, in exchange     
for the issuance of shares of the Company's Common Stock.  LDC holds the        
rights to patents relating to a poultry carcass chiller system for purifying    
contaminated waste water from poultry processing operations.  During the year   
ended March 31, 1995, the Company obtained orders for two systems               
incorporating this technology.  During the year ended March 31, 1996 this       
prototype system was sold to The BOC Group, Inc. ("BOC") in conjunction with a  
licensing agreement under which BOC will complete the pursuit of necessary      
government approvals and market the systems internationally to the food         
industry.                                                                       

On January 21, 1994, Consolidated Industrial Services, Inc.           
("Consolidated"), a newly-formed, wholly-owned subsidiary of the Company,       
acquired substantially all of the assets and operations, and assumed certain    
liabilities, of Consolidated Oil Well Services, Inc. ("COWS") pursuant to an    
Asset Purchase Agreement dated January 7, 1994 ("Agreement"), among the         
Company, Consolidated, COWS and Edsel E. Noland, the President and sole         
shareholder of COWS, for consideration valued at $5,000,000.  The               
consideration consisted of $1,000,000 in cash, 555,556 shares of the Company's  
authorized but previously unissued Common Stock, and promissory notes from      
Consolidated totaling $2,000,000.  During the 3 months ended March 31, 1994,    
$600,000 was paid toward the $2,000,000 in notes.  During the year ended March  
31, 1995, the remainder of the $2,000,000 in notes was settled.                 

  COWS was established in 1957 by Edsel E. Noland, and has been engaged in
providing services to the oil and gas well industry in Kansas and portions of   
surrounding states.  This business has included providing fracturing,           
cementing, acidizing, and nitrogen services as well as trucking of fluids.  As  
a result of the acquisition, Consolidated now operates approximately 130        
pieces of oil field equipment, and employs approximately 70 people.             
Consolidated continued the oil field services business acquired and expanded    
such services to include on-site hazardous and non-hazardous waste              
stabilization services for private industry and government agencies.            
Consolidated uses some of the trucks acquired from COWS to haul waste water     
from customers' sites to a 20,000 gallon per day waste water treatment          
facility constructed on COWS' 17.5 acre site in Chanute, Kansas.  This          
facility is the first centralized waste water treatment facility in Kansas.     
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  Consolidated also built a waste water and brine water treatment plant in
the Silo oil field near Cheyenne, Wyoming.  This plant treats nonhazardous      
industrial waste water and the brine water which is a by-product of a           
producing oil field to meet standards necessary for surface discharge.          

During October 1996, the Company entered into a management and lease  
agreement with an environmental services company which operates both the        
Chanute, Kansas and the Cheyenne, Wyoming water treatment facilities.           

   In September 1995, Infinity Oil & Gas, Inc. ("IOG") was created to pursue
exploration and development opportunities in the oil and gas industry.  The     
Company owned 55% of the common shares of IOG for which it paid $550 and        
during the year ended March 31, 1996, invested $120,000 in Preferred Stock.     
From April 1, 1996 through February 1997, the Company invested an additional    
$59,000 in preferred stock.                                                     

 During February 1997, the Company and IOG agreed to the cancellation of
the Company's Preferred Stock and a portion of its Common Stock, reducing the   
Company's ownership in IOG to 10% of its Common Stock.  In exchange for such    
cancellation, the Company received a promissory note in the amount of $50,000   
due in full in February 2000 and bearing interest at 12% per annum, secured by  
stock  held in IOG's treasury.  In addition, the Company will receive an        
overriding royalty on certain oil and gas leases held by IOG known as the       
"Redstone Project."  The amount of the overriding royalty will be based on the  
terms of the sale of the Redstone Project by IOG.  In July 1997, the Company    
agreed to the cancellation of its remaining 10% stock ownership in IOG in       
connection with the acquisition of a mineral lease on 17,300 acres in Las       
Animas County, Colorado from IOG.                                               

In November 1995, CIS Oil and Gas, Inc. ("COG"), a wholly-owned       
subsidiary, was created to acquire mineral rights and to develop and operate    
properties.  During the year ended March 31, 1996 COG acquired rights to        
approximately 24,000 acres of land in the Raton Basin in Southeastern           
Colorado, and drilled fifteen wells to produce coal methane gas from this       
property.  During the year ended March 31, 1997, the Company drilled an         
additional five wells and built a pipeline system on the property to connect    
the wells to the Colorado Interstate Gas pipeline.  The Company anticipates     
increasing gas production from these wells and four preexisting wells during    
the coming year while it continues to develop the property.  In July 1997, CIS  
acquired mineral rights on 17,300 additional acres in the Raton Basin and       
intends to develop this property as well.                                       

In January 1997, Consolidated Pipeline, Inc. ("CPI"), a wholly-owned  
subsidiary, was reorganized to operate the Company's gas gathering pipeline     
system constructed to connect the wells on the Raton property to the Colorado   
Interstate Gas pipeline.                                                        

Unless the context otherwise requires, Infinity, Inc. and its         
subsidiaries, Consolidated, IRD, LDC, COG and CPI are referred to herein        
collectively as the "Company."                                                  

On November 30, 1993, the Company effected a 1 for 12 reverse split of
its outstanding Common Stock.  All financial information and share data in      
this Report give retroactive effect to this reverse split.                      

THE COMPANY                                                                     

 Infinity, Inc. (the "Company"), through its subsidiaries, is engaged in
providing oil field services, and in developing and operating oil and gas       
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properties.  The Company also leases and licenses water treatment facilities    
and technologies which it previously developed and operated.                    

The Company's CIS Oil & Gas, Inc. ("COG") subsidiary leases mineral   
rights to approximately 24,000 acres of land in the Raton Basin area of         
Southeastern Colorado, and has drilled twenty (20) wells on this property.      
COG will continue to develop and operate this property while seeking            
additional properties to develop.  The Company's Consolidated Pipeline, Inc.    
("CPI") subsidiary operates the pipeline used to transport gas produced in the  
Company's Raton Basin property from the wells to the interstate carrier.        

The Company's Consolidated Industrial Services, Inc. ("Consolidated") 
subsidiary provides services associated with drilling and completion of oil     
and gas wells, including cementing, acidizing, fracturing, nitrogen pumping     
and water hauling.  Consolidated previously provided on-site remediation        
services for hazardous and non-hazardous waste, and operated a centralized      
water treatment facility and facilities to treat brine water produced by oil    
and gas wells.  These facilities are now leased to and operated by an           
unrelated environmental services company.                                       

The Company's Infinity Research and Development, Inc. ("IRD") and LDC 
Food Systems, Inc. ("LDC") subsidiaries have developed two specialized water    
treatment technologies: (1) thin film electrocoagulation and (2) chiller loop   
filtration and ozone sanitation (or "chiller loop technology").  These          
technologies are being used by the Company to custom design and install custom  
water treatment equipment.  The Company believes that these technologies are    
adaptable for use in the food processing, garment, textile, gas pipeline,       
metal finishing and paint manufacturing industries.  The Company developed,     
manufactured and installed one system with the Company's chiller loop           
technology, which was installed at a major poultry processing plant and         
obtained final approval by the United States Department of Agriculture          
(USDA).  The Company sold this operating system to The BOC Group, Inc. ("BOC")  
in February 1996 in conjunction with a licensing and marketing agreement under  
which BOC will pursue final regulatory approvals and will market the chiller    
loop technology to the food industry both nationally and internationally.       

BUSINESS OF COG AND CPI                                                         

COG identifies and pursues development, exploration and operating     
opportunities in the oil and gas industry.  CPI operates the internal pipeline  
which transports produced gas from each well on the Raton Basin property to     
the interstate carrier.                                                         

RATON BASIN                                                           

The Company has acquired through lease the mineral rights to          
approximately 24,000 acres of land in the Raton Basin of Southeastern           
Colorado.  This area has seen significant growth in activity in recent years    
as several major companies in the energy exploration industry have started      
development work.  This activity was spurred by the completion through the      
area of the Colorado Interstate Gas ("CIG") pipeline which provides a means to  
sell gas produced in the area to eastern markets where prices are generally     
higher than in the Rocky Mountain area.                                         

 The property leased by the Company is over several strata of known coal
deposits at depths of less than 1,200 feet.  This allows the Company to drill   
to these shallow levels to retrieve the coal methane gas using techniques       
developed over many years in the coal fields of Southeastern Kansas where       
available resources were relatively small.  These techniques applied to these   
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shallow wells in Colorado provide the Company with significant cost advantages  
over other companies whose techniques are based on deeper wells and larger      
resources.                                                                      

 The Company has drilled twenty wells on this property and has connected
19 of the 20 wells to the CIG pipeline.  Production on all 19 wells had         
started by June 30, 1997.                                                       

The Company anticipates drilling no fewer than ten additional wells in
1997 and no fewer than ten additional wells each year through the year 2000 to  
maintain rights to develop the entire property.                                 

Under current regulations this property could support more than 130   
wells, so the Company anticipates that development will occur faster than       
these minimum levels.                                                           

    On July 31, 1997, the Company acquired the rights to a lease of 53.46%
of the mineral rights on approximately 17,300 additional acres near the 24,000  
acre block described above.  These rights were acquired from Infinity Oil &     
Gas, Inc. ("IOG") which is no longer affiliated with the Company.  The Company  
paid $50,000 as an advance on the landowner royalty of 15% and granted IOG a    
3% overriding royalty.  The Company also agreed to cancel its 10% stock         
ownership in IOG in connection with this transaction.  The lease requires that  
the Company drill at least 10 wells on the property in each of the first two    
years and 20 wells during the third year to maintain rights to develop the      
property.  There are currently four gas wells on the property owned by Amoco    
which are not operating.  If the Company acquires these wells and sustains      
production from them, the four wells will count toward the ten wells required   
to be drilled in the first year.  Up to 80 coal methane gas wells may be        
drilled on the 17,300 acre block.                                               

The Company's development of the additional 17,300 acre block may be  
adversely impacted by the fact that another party holds the rights to the       
remaining 46.54% of the mineral rights.  The Company will use its best efforts  
to work with the other interest holder, but there can be no assurance that the  
Company will be successful in doing so.  If the Company is unable to            
satisfactorily obtain such cooperation, the Company may be required to apply    
to the Colorado Oil and Gas Conservation Commission to request a forced         
pooling of the property.  If such an order were to be granted, the Company      
would be required to pay all costs of drilling and completion of the wells and  
only pay the other interest holder a one-eighth royalty on production until     
the Company recovers its cost plus 200%, after which the other party would      
also receive a 46.54% working interest in the property.                         

CURRENT DRILLING OPERATIONS                                           

  The Company has drilled twenty coal methane gas wells in the Raton Basin
in Southeastern Colorado.  Fifteen of these wells were drilled during February  
1996 and five were drilled during December 1996.                                

The Company completed these wells and related gathering systems and   
commenced production in April 1997.  The Company intends to drill a minimum of  
an additional ten wells in this area by December 31, 1997.                      

The Company owned no oil or gas properties and had no drilling or     
production activities prior to the drilling of the fifteen wells during the     
year ended March 31, 1996.  All twenty of the development wells which the       
Company has drilled thus far were completed and nineteen are hooked up and are  
producing gas.                                                                  
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OIL AND GAS INTERESTS IN LEASEHOLD ACREAGE                                      

The Company holds oil and gas interests in the Raton Basin in         
Southeastern Colorado as of March 31, 1997 as follows:                          

Undeveloped Acreage                         
Gross                   20,160  
Net                     20,160  

Developed Acreage                           
Gross                    3,840  
Net                      2,880  

GAS WELLS                                                             

   At March 31, 1997, the Company had both gross and net interests in twenty
gas wells based on working interests currently in effect.                       

 The group which assigned the leases on this property to the Company has
an option to obtain a twenty-five percent working interest in these wells       
within six months of the completion of twenty wells.  This option, if           
exercised, would reduce the number of net wells to 15.  In addition, the        
Company will receive a seventy-five percent working interest in four existing   
wells when the wells are connected to the pipeline and begin production.  If    
all twenty-four existing wells are connected to the pipeline and begin          
production and the twenty-five percent back-in option is exercised, the         
Company will have 24 gross gas wells and 18 net gas wells.                      

PRODUCTION, PRICE AND COST DATA                                       

  The Company began acquisition and development activities relating to oil
and gas properties in January 1996.  During the years ended March 31, 1996 and  
March 31, 1997, no oil or gas had been produced by the Company, and average     
selling prices and average production costs had not been established.           

 During the year ended March 31, 1997, the Company incurred no operating
expenses in conjunction with oil and gas production activities.  Information    
concerning the Company's reserves appears as Unaudited Supplemental             
Information Pursuant to Oil and Gas Activities following the notes to           
financial statements.  Information regarding the Company's oil and gas          
reserves was determined by Fairchild, Ansell & Wells, Inc., petroleum and       
environmental consultants.                                                      

The Company presently has no agreements or commitments to provide     
quantities of oil or gas in the future.  The Company has not reported           
information on oil or gas reserves to any federal agency or authority.          

OTHER PROPERTIES                                                      

The Company continues to evaluate opportunities of both developed and 
undeveloped properties where the experienced employees and specialized          
equipment of Consolidated can enhance the value of the property.  Potential     
properties may be relatively shallow deposits to be recovered or could be       
neglected fields which will benefit from some form of enhancement.              

BUSINESS OF CONSOLIDATED                                                        

   The Company's Consolidated subsidiary, based in Chanute, Kansas, has been
organized into two divisions:  Oil field Services and Waste Treatment           
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Services, including On-site Remediation, Wastewater Treatment and Brine Water   
Treatment.  In October 1996, operation of the waste treatment services          
division was transferred to an environmental services company under a           
management and lease agreement.                                                 

OIL FIELD SERVICES                                                    

 The Oil Field Services Division is based on the business and operations
acquired from Consolidated Oil Well Services, Inc. in January 1994.  This       
division provides a number of services relating to the drilling and completion  
of oil and gas wells, including cementing, acidizing, fracturing, nitrogen      
pumping, and water hauling.  Consolidated provides these services out of        
service facilities located in Chanute and Ottawa, Kansas; Bartlesville,         
Oklahoma; and Trinidad, Colorado, using a fleet of approximately 130 vehicles.  

Consolidated also provides services and expertise to the Company's COG
and CPI subsidiaries in support of the exploration, development and operation   
activities of these subsidiaries.                                               

WASTE TREATMENT SERVICES                                              

The On-site Remediation Services Division offered environmental       
remediation services to companies which generate hazardous and non-hazardous    
waste.  The waste water treatment facility in Chanute, Kansas accepted          
non-hazardous waste waters from industrial generators for treatment and         
disposal.  The brine water treatment facility near Cheyenne, Wyoming accepted   
non-hazardous oilfield and industrial waste waters for treatment and            
disposal.  Each of these activities used technologies developed by the company  
in addition to traditional methods.                                             

In October 1996, in an effort to focus the Company on the oilfield    
services and oil and gas production activities, the Company entered into a      
management and lease agreement with Great Plains Environmental, Inc., an        
environmental services company, to operate these water treatment divisions.     
The initial term of the agreement is for five years and with minimum lease      
payments to be received of $80,000 per year.   In addition, the lease calls     
for percentage rents at 4-1/2% of revenues above a base level and includes      
options to extend the agreement for additional two and seven year terms.        

BUSINESS OF IRD AND LDC                                                         

IRD and LDC developed water treatment systems which utilize two       
specialized water treatment technologies in combination with conventional       
water treatment equipment.  Each of these technologies have been leased or      
licensed to other companies to pursue additional development.                   

THIN FILM ELECTROCOAGULATION                                

Prior to the acquisition of LDC, IRD developed a thin film  
electrocoagulation ("TFEC") wastewater treatment technology that accomplishes   
the removal of suspended as well as soluble pollutants using sound              
electrochemical and physical chemistry principles.  This technology was         
included in the management and lease agreements involving the water treatment   
divisions.                                                                      

CHILLER LOOP (OZONE SANITATION) TECHNOLOGY                  

        LDC holds the rights to patent processes for use in treating poultry
industry waste water to allow for the reuse of the waste water. The Company     
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believes that the chiller loop technology offers the following benefits:        

   1.     Large poultry processing plants would be able to reuse a
greater portion of the water they use.  Currently, such plants often use over   
2 million gallons of water per day.                                             

2.     Waste products can be removed from waste water more  
economically than the systems presently used in the industry.                   

     3.     The amount of biological contamination which occurs in the
processing of poultry is reduced.                                               

       The Company obtained a purchase order for one of these chiller loop
filtration and ozone sanitation systems.  This first system was fabricated and  
installed in a poultry processing facility in Gainesville, Georgia.  The        
Company sold this operating system to BOC Group, Inc. ("BOC") in February 1996  
in connection with the license agreement described below, and BOC will pursue   
the final approvals of the United States governmental regulatory agencies and   
this customer.                                                                  

LICENSE AGREEMENT WITH BOC GROUP, INC.                      

  In January 1996, the Company entered into an Exclusive License
Agreement with BOC Group, Inc. ("BOC") pursuant to which BOC received the       
exclusive right to make, use and sell products using technology based on a      
patent and a patent application owned by the Company for the Chiller Loop       
technology in the food and animal processing industry.  In exchange for this    
license, the Company will receive royalties on the sale of licensed products    
using the patent and/or patent application technologies.  Subsequently, the     
license agreement was amended to expand the exclusive rights of BOC to include  
all industries.  The royalties will be from $8,000 to $15,000 per product,      
depending on the technologies used, until 1998, and $5,000 to $10,000 per       
product thereafter.  In order to keep the license exclusive, BOC will be        
required to sell at least ten licensed products per year with the year          
starting when the first product is sold.  As of June 30, 1997, BOC had not      
sold any products.  If less than ten licensed products are sold in a year, BOC  
may make minimum royalty payments of $80,000 per year to keep the license       
exclusive.                                                                      

       The Company retained the rights to make and sell products using the
technologies in the licensed fields to companies related to Seymour, Inc., an   
affiliate of the Company.                                                       

ENVIRONMENTAL REGULATION                                                        

  The waste water treatment services and systems operated by the Company's
licensee are designed to assist industrial, commercial and other entities in    
complying with complex sets of federal and local environmental regulations.     
These regulations are monitored by several levels of government including the   
EPA, state regulatory agencies, and municipal authorities.  Although the EPA    
establishes maximum limits for discharge of pollutants into surface waters,     
some states have more stringent requirements.  There can be no assurance that   
the Company's services or systems will be able to meet all of the standards     
now or hereafter set by every regulatory authority.                             

   In addition, demand for water treatment products is driven in part by the
increasingly stringent requirements for the discharge of pollutants.  If        
regulatory authorities decided to reverse the trend and reduce those            
requirements, the Company's business could be adversely affected.               
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COMPETITION                                                                     

In the oil field services division the Company has only limited       
competition in southeastern Kansas, whereas in northeastern Oklahoma and        
Colorado the Company competes with Halliburton Services, a major oil field      
services company, and two small local companies.  If conditions in the          
industry improve, it is likely that other companies could enter the markets     
where the Company operates.  When compared to Halliburton Services which is a   
well established company with substantial financial resources, the Company may  
be at a competitive disadvantage.                                               

 There are many companies in the waste water treatment industry, many of
which possess far greater financial resources, name recognition, manufacturing  
capabilities and marketing experience than the Company.  The Company intends    
to compete with these companies through its management and lease agreement      
with the environmental services company and through its licensing and           
marketing agreement with BOC.                                                   

There are several other companies, universities and research          
organizations which actively engage in the research and development of          
products which may be competitive with those of the Company.  All of these      
potential competitors, in the future, may offer products which by reason of     
price or effectiveness may be superior to any of the Company's existing or      
future products.                                                                

MAJOR CUSTOMERS                                                                 

During the fiscal year ended March 31, 1996, the Company had no       
individual customer which accounted for more than 10% of the Company's net      
sales.  During the fiscal year ended March 31, 1997, the Company billed Stroud  
Oil Properties $646,488 which represents 13% of the Company's net sales.        

PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION                                  

 The Company, through its LDC subsidiary, owns the rights to two patents
issued by United States Patent and Trademark Office which name Louis D.         
Caracciolo, Jr. as inventor.  The patents are entitled "Carcass Chiller and     
Sterilizer" (U.S. Patent No. 4,827,727 issued May 9, 1989) and "Ozonation of    
Containers" (U.S. Patent No. 4,874,435, issued October 17, 1989).  The          
duration of these patents is seventeen years from the date of issuance.  In     
addition, the Company has pursued additional patent applications in the         
current year.                                                                   

There can be no assurance that the patents held by the Company or     
recently applied for are enforceable, particularly in view of the high cost of  
patent litigation, nor can there be any assurance that the Company will derive  
any competitive advantages therefrom.  The patents may be insufficient to       
prevent competitors from essentially duplicating the product by designing       
around the patent aspects.  In addition, there can be no assurance that the     
Company's products will not infringe on patents owned by others, license to     
which may not be available to the Company, nor that competitors will not        
develop functionally similar products outside the protection of any patents     
the Company has or may obtain.  The Company has obtained no patent              
infringement abatement insurance policies on its patents.                       

The Company does not presently hold any patents on the thin-film      
electrocoagulation technology used in its waste-water treatment system.  The    
Company does not believe that this technology violates any patents held by      
others, but there can be no assurance that claims of patent infringement will   
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not be asserted against the Company in the future.  The Company presently does  
not carry insurance which would provide coverage for defense against such       
claims.                                                                         

EMPLOYEES                                                                       

The Company and its subsidiaries currently have approximately 55      
employees.  The Company intends to hire additional employees as the             
development of its business requires.                                           

PROPERTY                                                                        

The Company's headquarters is located in leased facilities at 211 West
14th Street, Chanute, Kansas 66720, along with operating facilities of          
Consolidated's oil field services division.                                     

The Company leases facilities in Chanute and Ottawa, Kansas, and      
Bartlesville, Oklahoma, pursuant to a lease from Consolidated Oil Well          
Services, Inc., a shareholder of the Company.   The monthly rent is $3,534,     
and the Company also pays all insurance, taxes and operating expenses of these  
facilities.  The lease expires on January 6, 2001.  The lease provides the      
Company with the option to extend the lease for one additional five year        
period and to purchase these facilities for $496,135 during the term of the     
lease.  In the event the Company exercises this option, all rent paid under     
the lease will be applied to the purchase price.                                

   The Company leases facilities in Trinidad, Colorado.  The monthly rent is
$1,000.  The lease began in October 1994, currently expires in October 1997,    
and contains the option to extend the lease for seven additional one-year       
periods and to purchase the facility during the term of the lease.  In the      
event the Company exercises this option, all rent paid under the lease will be  
applied to the purchase price up to a maximum of $60,000.                       

The Company also leases property near Cheyenne, Wyoming, which is the 
site of the brine water treatment facility.  Rent on this land lease is $1,000  
per year for a term of twenty-five years beginning July 1994.  This rent is     
reimbursed under the management and lease agreement for the water treatment     
facilities.                                                                     

From May 20, 1994 until June 1996, the Company leased office space in 
Lenexa, Kansas for which it paid $2,105 per month in base rent, and paid a      
proportionate share of the taxes, insurance and common area charges of the      
building.  The lease expired in June 1996 and was not renewed.                  

During the year ended March 31, 1996, the Company acquired direct     
interests in oil and gas leases on approximately 24,000 acres of land in the    
Raton Basin in Southeastern Colorado, and in July 1997 acquired an interest in  
an additional 17,300 acres in this area.  The Company believes it has           
satisfactory title to these properties based upon generally accepted industry   
standards.  Prior to the commencement of drilling specific sites, however, a    
thorough examination is conducted and material defects, if any, are corrected   
before proceeding with operations.                                              

   These properties acquired by the Company are leases which require certain
drilling activity to retain the Company's interest in the lease.  The Company   
must drill ten additional wells before December 31, 1997, and it must drill     
ten additional wells during each of the subsequent three years in order to      
earn the right to develop the entire acreage.                                   
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LEGAL PROCEEDINGS                                                               

A former employee of Consolidated Oil Well Services, Inc. and         
Consolidated Industrial Services, Inc. has alleged that he was unfairly         
discharged in 1995, when the Company consolidated operations and closed one     
location and has claimed damages in excess of $10,000.  The Company is          
contesting this claim and expects to be successful in its defense.              

There are no other pending legal proceedings to which the Company is a
party.                                                                          
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MANAGEMENT    

DIRECTORS AND OFFICERS                                                          

The Directors and Executive Officers of the Company are as follows:   

NAME          AGE             POSITIONS HELD              
----          ---             --------------              
Stanton E. Ross     35      President, Treasurer and Director         

Don W. Appleby      44      President of Subsidiary and Director      

John C. Garrison    45      Secretary and Director                    

 STANTON E. ROSS.  Mr. Ross has been President, Treasurer and a Director
of the Company since March 1992, and serves as an officer and director of each  
of the Company's subsidiaries.  From 1991 until March 1992, he also founded     
and served as President of Midwest Financial, a financial services corporation  
involved in mergers, acquisitions and financing for corporations in the         
Midwest.  From 1990 to 1991, Mr. Ross was employed by Duggan Securities, Inc.,  
an investment banking firm in Overland Park, Kansas, where he primarily worked  
in corporate finance.  From 1989 to 1990, he was employed by Stifel, Nicolaus   
& Co., a member of the New York Stock Exchange, where he was an investment      
executive.  From 1987 to 1989, Mr. Ross was self-employed as a business         
consultant.  From 1985 to 1987, Mr. Ross was President and founder of Kansas    
Microwave, Inc. which developed a radar detector product.  From 1981 to 1985,   
he was employed by Birdview Satellite Communications, Inc. which manufactured   
and marketed home satellite television systems, initially as a salesman and     
later as National Sales Manager.                                                

   DON W. APPLEBY.  Mr. Appleby has served as President of the Company's IRD
subsidiary and as a Director of the Company since August 1995.  He also served  
as President of Seymour, Inc. from October 1992 to August 1997, and served as   
Operations Manager for Seymour, Inc.'s equipment division from 1990 to 1992.    
Seymour, Inc. is a 100 year old company which manufactures equipment for the    
food processing industry.  From 1989 to 1990, he was Vice President (with       
responsibilities in finance and administration) of George E. Failing Company    
which was engaged in the manufacture of drilling equipment.  From 1987 until    
1989, Mr. Appleby was Vice President and Chief Financial Officer for            
Speedstar/AMCA International in Enid, Oklahoma, which was engaged in the        
manufacture of drilling equipment.  From 1975 to 1986, he was a Division        
Manager for Parker Drilling Company, a large oil well drilling company.  Mr.    
Appleby received a BS/BA degree in Accounting/Finance from the University of    
Tulsa in 1975.  Mr. Appleby devotes approximately 25% of his time to the        
business of the Company.                                                        

JOHN C. GARRISON.  Mr. Garrison has served as Secretary of the Company
since August 1994, and as a Director since May 1995.  He has been a Certified   
Public Accountant in public practice providing financial management and         
accounting services to a variety of businesses for over twenty years.  Mr.      
Garrison holds a Bachelor degree in Accounting from Kansas State University.    
He devotes over 50% of his time to the business of the Company.                 

  The Company's Directors hold office until the next annual meeting of the
shareholders and until their successors have been elected and qualified.        

  The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and      
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hold office until their death, or until they shall resign or have been removed  
from office.                                                                    

The Company has no audit, compensation or nominating committee.       

  The date of the next annual meeting of the Company will be determined by
the Company's Board of Directors in accordance with Colorado law.               

EXECUTIVE COMPENSATION                                                          

The following tables set forth information regarding executive        
compensation for the Company's President and Chief Executive Officer.  No       
executive officer received compensation in  excess of $100,000 for any of the   
years ended March 31, 1997, 1996 and 1995:                                      

                                                        [Enlarge/Download Table]
                          SUMMARY COMPENSATION TABLE                                  

                                                     LONG-TERM COMPENSATION           
                                                   --------------------------         
                            ANNUAL COMPENSATION        AWARDS         PAYOUTS         
                          ----------------------   -----------------  -------         
                                                             SECURI-                  
                                                             TIES                     
                                                   RE-       UNDERLY-                 
                                          OTHER    STRICT-   ING                ALL   
                                          ANNUAL   ED        OPTIONS           OTHER  
NAME AND PRINCIPAL                        COMPEN-  STOCK     /SARs    LTIP     COMPEN-
     POSITION       YEAR  SALARY   BONUS  SATION   AWARD(S)  (NUMBER) PAYOUTS  SATION 
------------------  ----  ------   -----  ------   --------  -------- -------  ------ 
                                                                                      
Stanton E. Ross,    1997  $60,000   -0-   $7,800*   -0-      150,000   -0-      $-0-  
 President and      1996  $60,000   -0-   $7,800*   -0-      -0-       -0-       -0-  
 Chief Execu-       1995  $60,000   -0-   $7,800*   -0-      -0-       -0-       -0-  
--------------------                                                                  
* Represents an automobile allowance.                                                 

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OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 1997 

PERCENT OF      
TOTAL OPTIONS/      
OPTIONS/     SARs GRANTED       EXERCISE    
             SARs       TO EMPLOYEES       OR BASE      EXPIRATION
NAME          (NUMBER)    IN FISCAL YEAR    PRICE ($/SH)      DATE      
----          --------    --------------    ------------   ----------   
Stanton E. Ross   150,000          35.7%           $1.31         2001           

 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

                    SECURITIES
                                          UNDERLYING      VALUE OF UNEXER-
              SHARES                   UNEXERCISED      CISED IN-THE
               ACQUIRED                   OPTIONS         MONEY OPTIONS/
                  ON                   SARs AT FY-END     SARs AT FY-END
             EXERCISE     VALUE       EXERCISABLE/      EXERCISABLE/
NAME           (NUMBER)    REALIZED     UNEXERCISABLE     UNEXERCISABLE 
----           --------    --------    --------------    ---------------
Stanton E. Ross      -0-         -0-       166,668 / 0       $123,231 / $0      

Effective February 1, 1992, Stanton E. Ross, the Company's President, 
entered into an employment agreement with the Company's subsidiary which        
provides for a base salary of $60,000 per year, plus commissions based on       
installations of the Company's products which result from the efforts of Mr.    
Ross.  Commissions of up to 10% of the sales price may be earned by Mr. Ross    
under these arrangements.  The term of this employment agreement was through    
February  1, 1994, but may be automatically extended for additional one year    
periods unless either party notifies the other at least 30 days prior to the    
expiration date.                                                                

 Effective May 31, 1995, the Company entered into a consulting agreement
with Don W. Appleby who is now a Director of the Company and President of a     
subsidiary.  The agreement was for a period of two years.  Mr. Appleby          
receives $1,500 per month for his services.  Mr. Appleby also received certain  
stock options in connection with this agreement.  Mr. Appleby is now working    
for the Company on a month-to-month basis.  (See "-- Stock Option Plan"         
below.)                                                                         

STOCK OPTION PLAN                                                               

   In February 1992, the Board of Directors adopted a Stock Option Plan (the
"Plan") which was approved by the Company's shareholders in March 1992.  The    
Plan allows the Board to grant stock options from time to time to employees,    
officers and directors of the Company and consultants to the Company.  The      
Board has the power to determine at the time the option is granted whether the  
option will be an Incentive Stock Option (an option which qualifies under       
Section 422 of the Internal Revenue Code of 1986) or an option which is not an  
Incentive Stock Option.  However, Incentive Stock Options will only be granted  
to persons who are employees or officers of the Company.  Vesting provisions    
are determined by the Board at the time options are granted.  The total number  
of shares of Common Stock subject to options under the Plan may not exceed      
833,334, subject to adjustment in the event of certain recapitalizations,       
reorganizations and so forth.  The option price must be satisfied by the        
payment of cash.  The Board of Directors may amend the Plan at any time,        
provided that the Board may not amend the Plan to materially increase the       
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benefits accruing to participants under the Plan, or materially change the      
eligible classes of participants without shareholder approval.                  

  In April 1995, the Board of Directors granted Incentive Stock Options to
John C. Garrison, Secretary and Director of the Company, to purchase 100,000    
shares at $2.00 per share.  The options vest as to 25,000 shares on July        
15,1995; 25,000 shares on October 24, 1995; 25,000 shares on April 24,1996;     
and 25,000 shares upon certain events, which have now occurred.  The options    
expire five years from the date of vesting.                                     

In August 1995, the Board of Directors granted Non-Qualified Stock    
Options to Don W. Appleby, a Director of the Company and President of the       
Company's IRD subsidiary, to purchase up to 100,000 shares of Common Stock at   
$2.00 per share.  The options vested as to 12,500 shares immediately and as to  
an additional 12,500 shares every three months after the date of grant.  The    
options expire five years from the date of grant.                               

In November 1996, the Board of Directors granted stock options to Don 
Appleby and John Garrison to each purchase 100,000 shares of common stock at a  
price of $0.93 per share.  These options were fully vested and were exercised   
during the year.                                                                

  In January 1997, the Board of Directors granted stock options to Stanton
Ross, Don Appleby and John Garrison to purchase up to 150,000, 25,000 and       
25,000 shares, respectively, of common stock at $1.31 per share.  The options   
for Mr. Ross vested immediately and the options for Messrs. Appleby and         
Garrison vest at a rate of 25% each quarter from the date of grant and expire   
five years from the date of grant.                                              
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 SECURITY OWNERSHIP OF MANAGEMENT,
PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDERS 

   The following table sets forth, as of the date of this Prospectus, and as
adjusted for the sale of the shares offered by the Selling Shareholders and     
the exercise of all of the Warrants, the stock ownership of each person known   
by the Company to be the beneficial owner of five percent or more of the        
Company's Common Stock, all Directors individually and all Directors and        
Executive Officers of the Company as a group, and the Selling Shareholders.     
Except as noted, each person has sole voting and investment power with respect  
to the shares shown.                                                            

                                                        [Enlarge/Download Table]

                                                                  PERCENTAGE OF CLASS
                                                                  -------------------
                                                                  AFTER              
                                           PERCENTAGE   NUMBER    SALES BY  AFTER    
                           AMOUNT OF       OF CLASS     OF        SELLING   EXERCISE 
NAME AND ADDRESS OF        BENEFICIAL      PRIOR TO     SHARES    SHARE-    OF       
BENEFICIAL OWNER           OWNERSHIP       SALES        OFFERED   HOLDERS   WARRANTS 
-------------------        ----------      ----------   -------   --------  -------- 
                                                                                     
Stanton E. Ross            1,802,285<FN1>    17.5%        -0-       17.5%    16.1%   
211 West 14th Street                                                                 
Chanute, KS 66720                                                                    

John C. Garrison             112,500<FN2>     1.1%        -0-        1.1%     1.0%   
7211 High Drive                                                                      
Prairie Village, KS 66208                                                            

Don W. Appleby               112,500<FN5>     1.1%        -0-        1.1%     1.0%   
3701 S.W. 36th                                                                       
Topeka, KS 66614                                                                     

All Directors and          2,027,285         19.2%        -0-       19.2%    17.8%   
Executive Officers as                                                                
a Group (3 persons)                                                                  

Irving Strickstein           534,000<FN3>     5.2%      100,000      4.2%     3.9%   
2267 Shankin Drive                                                                   
Walled Lake, MI 48390                                                                

Seymour, Inc.              1,250,000<FN4>    11.0%        -0-       11.0%    10.2%   
4225 S.W. Kirklawn                                                                   
Topeka, KS 66609                                                                     

Gaines, Berland Inc.         900,000<FN6>     8.1%      900,000       --       --    
6900 Jericho Turnpike                                                                
Syosset, NY  11791                                                                   

Scott Strickstein             25,000           *         25,000       --       --    
2267 Shankin Drive                                                                   
Walled Lake, MI 48390                                                                

Tara Strickstein              25,000           *         25,000       --       --    
2267 Shankin Drive                                                                   
Walled Lake, MI 48390                                                                
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Robert Strickstein            25,000           *         25,000       --       --    
2267 Shankin Drive                                                                   
Walled Lake, MI  48390                                                               

Susan Sadley                  25,000           *         25,000       --       --    
2267 Shankin Drive                                                                   
Walled Lake, MI  48390                                                               

Three Sticks Funds, L.P.     150,000          1.5%      150,000       --       --    
Suite 1600                                                                           
111 Congress Avenue                                                                  
Austin, TX  78701                                                                    

David J. Smith                75,000           *         75,000       --       --    
Suite 860                                                                            
150 2nd Avenue North                                                                 
St. Petersburg, FL 33701                                                             

Apollo Capital Management    125,000           *        125,000       --       --    
  Group L.P.                                                                         
Suite 860                                                                            
150 2nd Avenue North                                                                 
St. Petersburg, FL  33701                                                            

---------------------                                                                
<FN>                                                                                 
*  Less than 1%.                                                                     
<FN1>                                                                                
Includes 166,668 shares which may be purchased within 60 days under stock            
options held by Mr. Ross.                                                            
<FN2>                                                                                
Represents 112,500 shares which may be purchased within 60 days under stock          
options held by Mr. Garrison.                                                        
<FN3>                                                                                
Includes 200,000 shares which may be purchased within 60 days under stock            
options held by Mr. Strickstein.                                                     
<FN4>                                                                                
Represents shares underlying warrants to purchase 1,250,000 shares of common         
stock.                                                                               
<FN5>                                                                                
Represents 112,500 shares which may be purchased within 60 days under stock          
options held by Mr. Appleby.  Does not include 1,250,000 shares of common            
stock underlying warrants held by Seymour, Inc. of which Mr. Appleby is              
President.                                                                           
<FN6>                                                                                
Represents shares underlying warrants to purchase 900,000 shares of common           
stock.                                                                               
</FN>                                                                                

   There are no known agreements, the operation of which may at a subsequent
date result in a change in control of the Company.                              

   Except for Irving Strickstein, none of the selling shareholders have held
any office or position, or had any other material relationship with the         
Company within the past three years.  Mr. Strickstein is a beneficial owner of  
over 5% of the Company's Common Stock and has been serving as a                 
consultant/advisor for the Company.                                             
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TRANSACTIONS WITH MANAGEMENT AND OTHERS   

  Stanton E. Ross, President, Treasurer and a Director of the Company, has
made loans to the Company to provide working capital.  As of March 31, 1997,    
these amounts totaled $309,968.  The notes bear interest at 9%.  One note with  
a principal amount of $9,968 was due in April 1996 and the other note with a    
principal amount of $300,000 is due in June 1998.  The notes are subordinated   
to the Seymour, Inc. note.   The $9,968 note has not been repaid at this date.  

On April 24, 1995, the Company issued a total of 202,000 shares of its
common stock to three persons for services rendered during the last fiscal      
year which were valued at a total of $386,200.  These services include          
assisting the Company develop its business plan, advice regarding allocation    
of funds between the Company's two primary business segments, and               
miscellaneous ongoing consulting services.  Included among the persons          
receiving stock were two shareholders who beneficially owned more than 5% of    
the Company's Common Stock:  Joe Conner who received 84,000 shares, and Irving  
Strickstein who received 34,000 shares.                                         

On April 24, 1995, the Company's Board of Directors also approved     
granting 800,000 options to three persons who have agreed to serve as an        
informal advisory board for the Company.  The options are exercisable at $2.00  
per share.  The persons receiving the options were as follows:                  

Irving Strickstein      400,000(1)          
Joe Conner              200,000             
Mitch Fazekas           200,000             
----------                                                                      
(1)  During the year ended March 31, 1997, the exercise price on 200,000 of     
these options was reduced for a short time and Mr. Strickstein transferred      
200,000 options to a non-affiliated person who exercised them at a price of     
$.9375 per share.                                                               

On May 31, 1995, the Company closed on a Loan Agreement with Seymour, 
Inc. ("Seymour") pursuant to which Seymour loaned the Company $2,500,000 to be  
repaid over  three years in accordance with the terms of a promissory note.     
The promissory note requires interest only payments for the first six months    
of the loan.  Commencing January 1, 1996, and for the following thirty (30)     
months, the Company must pay $41,503 per month assuming a 10% interest rate.    
All unpaid principal and interest will be due on June 1, 1998, and this amount  
is expected to be approximately $1,825,100.  The promissory note is secured by  
certain property, equipment and machinery described in the Security Agreement.  

In connection with the loan financing, the Company issued to Seymour  
warrants to purchase up to 1,250,000 shares of the Company's common stock at    
an exercise price of $2.00 per share.  The warrants expire 90 days after the    
payment of all principal and interest on the promissory note.  As a result of   
its ownership of the warrants, Seymour is deemed to be a principal shareholder  
of the Company.   Don W. Appleby, who became a Director of the Company and a    
President of a subsidiary of the Company in August 1995, is President of        
Seymour.                                                                        
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DESCRIPTION OF SECURITIES   

COMMON STOCK                                                                    

The authorized capital stock of the Company consists of 300,000,000   
shares of Common Stock, $.0001 par value.  All shares have equal voting rights  
and are not assessable.  Voting rights are not cumulative, and, therefore, the  
holders of more than 50% of the Common Stock of the Company could, if they      
chose to do so, elect all the Directors.                                        

   Upon liquidation, dissolution or winding up of the Company, the assets of
the Company, after the payment of liabilities and any liquidation preferences   
on outstanding preferred stock, will be distributed pro rata to the holders of  
the Common Stock.  The holders of the Common Stock do not have preemptive       
rights to subscribe for any securities of the Company and have no right to      
require the Company to redeem or purchase their shares.  The shares of Common   
Stock presently outstanding are, and the shares of Common Stock to be sold      
pursuant to this offering will be, upon issuance, fully paid and                
nonassessable.                                                                  

  Holders of Common Stock are entitled to share equally in dividends when,
as and if declared by the Board of Directors of the Company, out of funds       
legally available therefor.  The Company has not paid any cash dividends on     
its Common Stock, and it is unlikely that any such dividends will be declared   
in the foreseeable future.                                                      

CLASS A AND CLASS B WARRANTS                                                    

The Company has outstanding Class A and Class B Warrants which were   
issued in connection with the Company's initial public offering which was       
completed in August, 1988.  Subject to redemption by the Company and to the     
current registration statement requirement, both of which limitations are       
described below, twelve (12) Class A Warrants may be exercised to purchase one  
share of Common Stock through December 31, 1997, at a price of $1.80 per        
share.  Twelve (12) Class B Warrants may be exercised to purchase one share of  
Common Stock through September 30, 1998, at a price of $3.00 per share.  The    
Class A and Class B Warrant expiration dates (and the period during which the   
Warrants are exercisable) may be extended indefinitely, or the exercise price   
thereof reduced, at the discretion of the Company, upon giving written notice   
to the Warrant Agent and the warrantholders.                                    

All or any number of the Class A or Class B Warrants can be called for
redemption at a redemption price of $.01 per Class A Warrant and at $.02 per    
Class B Warrant by the Company at any time during their exercise term upon a    
minimum of thirty (30) days' prior written notice mailed to the registered      
holders of such Warrants, subject to the right of the holders of such Warrants  
to exercise their purchase rights between the date of any notice of redemption  
up to and including the redemption date given by the Company.                   

  The Class A and Class B Warrants may not be exercised or redeemed unless
the Company maintains a current registration statement in effect during the     
respective exercise or redemption periods of the Warrants.  The Company has     
undertaken to use its best efforts to file post-effective amendments to the     
related registration statement to keep information on the Company current       
during the period during which the Warrants may be exercised or redeemed.       
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UNDERWRITERS' WARRANTS                                                          

In connection with the Company's initial public offering in September,
1988, the Company issued Underwriters' Warrants to purchase up to 40,567        
shares of Common Stock at $1.44 per share.  The expiration date of these        
Warrants has been extended through December 31, 1997.                           

OTHER WARRANTS AND OPTIONS                                                      

  During 1995, the Company issued warrants to purchase 1,250,000 shares of
its Common Stock to Seymour, Inc.  These warrants are exercisable at $2.00 per  
share and expire 90 days after the payment of all principal and interest is     
paid by the Company on a $2,500,000 promissory note which is due on June 1,     
1998.                                                                           

During 1996, the Company issued warrants to purchase 900,000 shares of
Common Stock to Gaines, Berland Inc.  These warrants are exercisable at $0.88   
per share and expire on August 1, 2001.                                         

 During 1996, the Company also issued warrants to investors in a private
offering.  As of the date of this Prospectus, warrants to purchase 41,667       
shares at $.60 per share remain outstanding. These warrants expire on November  
30, 1997.                                                                       

As of the date of this Prospectus, the Company has outstanding options
granted under its Stock Option Plan and options granted outside of that Plan    
to purchase an aggregate of 1,686,670 shares of the Company's Common Stock.     
These options are exercisable at prices ranging from $0.60 to $3.84 per share.  

TRANSFER AND WARRANT AGENT                                                      

American Securities Transfer, Inc., 1825 Lawrence Street, Suite 444,  
Denver, Colorado 80202, serves as the Transfer Agent of the Company.            

REPORTS TO STOCKHOLDERS                                                         

 The Company plans to furnish its stockholders for each fiscal year with
an annual report containing financial statements audited by its independent     
certified public accountants.  Additionally, the Company may, in its sole       
discretion, issue unaudited quarterly or other interim reports to its           
stockholders when it deems appropriate.                                         

PREFERRED STOCK                                                                 

 The Company is authorized to issue 5,000,000 shares of Preferred Stock,
no par value.  The Preferred Stock may be issued in series from time to time    
with such designation, rights, preferences and limitations as the Board of      
Directors of the Company may determine by resolution.  The rights, preferences  
and limitations of separate series of Preferred Stock may differ with respect   
to such matters as may be determined by the Board of Directors, including,      
without limitation, the rate of dividends, method and nature of payment of      
dividends, terms of redemption, amounts payable on liquidation, sinking fund    
provisions (if any), conversion rights (if any), and voting rights.  The        
potential exists, therefore, that preferred stock might be issued which would   
grant dividend preferences and liquidation preferences to preferred             
shareholders over common shareholders.  Unless the nature of a particular       
transaction and applicable statutes require such approval, the Board of         
Directors has the authority to issue these shares without shareholder           
approval.  The issuance of Preferred Stock may have the affect of delaying or   
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preventing a change in control of the Company without any further action by     
shareholders.                                                                   

The Company previously established Series A, Series B and Series C    
Preferred Stock.  However, these shares of preferred stock have now been        
cancelled.                                                                      
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PLAN OF DISTRIBUTION  

RESALE OF COMMON STOCK                                                          

 The 1,450,00 Shares offered hereby may be offered and sold from time to
time by the Selling Shareholders, or by pledgees, donees, transferees or other  
successors in interest.  Such offers and sales may be made from time to time    
in the over-the-counter market, or otherwise, at prices and on terms then       
prevailing or at prices related to the then-current market price, or in         
negotiated transactions.  The Shares may be sold by one or more of the          
following:  (a) a block trade in which the broker or dealer so engaged will     
attempt to sell the Shares as agent but may position and resell a portion of    
the block as principal to facilitate the transaction; (b) purchases by a        
broker or dealer as principal and resale by such broker or dealer for its       
account; (c) an exchange distribution in accordance with the rules of such      
exchanges; (d) ordinary brokerage transactions and transactions in which the    
broker solicits purchasers; (e) privately negotiated transactions; and (f) a    
combination of any such methods of sale.  In effecting sales, brokers or        
dealers engaged by the Selling Shareholders may arrange for other brokers or    
dealers to participate.  Brokers or dealers may receive commissions or          
discounts from Selling Shareholders or from the purchasers in amounts to be     
negotiated immediately prior to the sale.  The Selling Shareholders may also    
sell such shares in accordance with Rule 144 under the 1933 Act.                

  The Selling Shareholders and any brokers participating in such sales may
be deemed to be underwriters within the meaning of the 1933 Act.  There can be  
no assurance that the Selling Shareholders will sell any or all of the shares   
of Common Stock offered hereunder.                                              

All proceeds from such sales will be the property of the Selling      
Shareholders who will bear the expense of underwriting discounts and selling    
commissions, if any, and their own legal fees.                                  

EXERCISE OF CLASS A AND CLASS B WARRANTS                                        

  The shares of the Company's Common Stock which may be purchased upon the
exercise of the outstanding Class A and Class B Warrants are being offered by   
the Company on a "best efforts" basis.  No commissions or fees will be paid to  
anyone for the solicitation of the exercise of the Class A and Class B          
Warrants.                                                                       

 Twelve Class A Warrants are exercisable to purchase one share of Common
Stock at a price of $1.80 per share until December 31, 1997, and twelve Class   
B Warrants are exercisable to purchase one share of Common Stock at a price of  
$3.00 per share until September 30, 1998.                                       

 Persons who wish to exercise their Class A and/or Class B Warrants must
deliver an executed Warrant with the form of Election to Purchase, duly         
executed, accompanied with payment in check or money order payable to           
Infinity, Inc. for the number of shares subscribed to American Securities       
Transfer, Inc. (the "Warrant Agent").  All payments must be received by the     
Warrant Agent prior to the termination of the exercise period, and Class A and  
Class B Warrants not exercised prior to the termination of the exercise period  
will expire.  (See "DESCRIPTION OF SECURITIES.")                                

EXERCISE OF UNDERWRITERS' WARRANTS                                              

  The shares of the Company's Common Stock which may be purchased upon the
exercise of the outstanding Underwriters' Warrants are being offered by the     
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Company on a "best efforts" basis.  No commissions or fees will be paid to      
anyone for the solicitation of the exercise of the Underwriters' Warrants.      
Twelve Underwriters' Warrants are exercisable to purchase one share of Common   
Stock at a price of $1.44 per share until December 31, 1997.                    

   Persons who wish to exercise their Underwriters' Warrants must deliver an
executed Warrant with the form of Election to Purchase, duly executed,          
accompanied with payment in check or money order payable to Infinity, Inc. for  
the number of shares subscribed to the Company.  All payments must be received  
by the Company prior to the termination of the exercise period, and             
Underwriters' Warrants not exercised prior to the termination of the exercise   
period will expire.                                                             

LEGAL MATTERS     

 The legality of the securities of the Company offered will be passed on
for the Company by Krys Boyle Freedman Scott & Sawyer, P.C., 600 17th Street,   
Suite 2700 South Tower, Denver, Colorado 80202.                                 

EXPERTS     

 The financial statements of the Company included in this Prospectus, to
the extent and for the periods indicated in their report, have been audited by  
Mayer Hoffman McCann L.C., Certified Public Accountants, and are included       
herein in reliance on the authority of such firm as experts in accounting and   
auditing in giving such reports.                                                
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INDEX TO FINANCIAL STATEMENTS   

                                                        PAGE
Consolidated Balance Sheet as of June 30, 1997 (unaudited)                      
and March 31, 1997 . . . . . . . . . . . . . . . . . . . . . . .  F-1           

Consolidated Statements of Operations for the three months                      
ended June 30, 1997 and 1996 (unaudited) . . . . . . . . . . . .  F-3           

Consolidated Statements of Cash Flows for the three months                      
ended June 30, 1997 and 1996 (unaudited) . . . . . . . . . . . .  F-4           

Notes to Financial Statements (unaudited). . . . . . . . . . . .  F-5           

Independent Auditors' Report . . . . . . . . . . . . . . . . . .  F-7           

Consolidated Balance Sheets as of March 31, 1997 . . . . . . . .  F-8           

Consolidated Statements of Operations for the years ended                       
March 31, 1997 and 1996. . . . . . . . . . . . . . . . . . . . .  F-9           

Consolidated Statements of Stockholders' Equity for the                         
years ended March 31, 1997 and 1996. . . . . . . . . . . . . . .  F-10          

Consolidated Statements of Cash Flows for the                                   
years ended March 31, 1997 and 1996. . . . . . . . . . . . . . .  F-11          

Notes to Financial Statements. . . . . . . . . . . . . . . . . .  F-13          
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INFINITY, INC. AND SUBSIDIARIES                                                 
CONSOLIDATED BALANCE SHEETS                                                     

ASSETS                                                            (Note)        
                                            JUNE 30,       MARCH 31,
                                           1997           1997
CURRENT ASSETS                                  -----------    -----------      
Cash                                         $    44,240    $    52,725   
Accounts Receivable, less allowance                                       
for doubtful accounts                           454,986        400,274  
Inventories                                      200,124        197,731   
Prepaid Expenses                                  65,640         18,220   
                                          -----------    -----------
TOTAL CURRENT ASSETS                           764,990        668,950 

PROPERTY AND EQUIPMENT, at cost, less                                           
accumulated depreciation                         4,110,017      4,192,684     
OIL AND GAS PROPERTIES NOT SUBJECT TO                                           
AMORTIZATION, using the full cost method         3,047,883      2,638,126     
INTANGIBLE ASSETS, at cost, less accumulated                                    
amortization                                       228,189        246,856     
INVESTMENT unconsolidated subsidiary                 82,545         82,545      
                                          -----------    -----------
TOTAL ASSETS                                 8,233,624      7,829,161 

The consolidated balance sheet at March 31, 1997 has been derived from the      
audited financial statements at that date.                                      

See Notes to Financial Statements                                               
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INFINITY, INC. AND SUBSIDIARIES                                                 
CONSOLIDATED BALANCE SHEETS                                                     

LIABILITIES                                                       (Note)        
                                            JUNE 30,       MARCH 31,
                                           1997           1997
CURRENT LIABILITIES                             -----------    -----------      
Accounts Payable                                  768,975        988,026    
Accrued Expenses                                  290,766        303,386    
Current portion of deferred revenue                60,000         60,000    
Notes payable                                     209,558        284,000    
Current portion of long-term debt               2,127,770        318,643    
                                          -----------    -----------
TOTAL CURRENT LIABILITIES                    3,457,069      1,954,055 

LONG-TERM LIABILITIES                                                           
Long-term debt, less current portion above         112,963      1,897,280     
Note payable, related party                        309,968        309,968     
Deferred revenue, less current portion above       145,378        167,936     
                                          -----------    -----------
TOTAL LIABILITIES                            4,025,378      4,329,239 

STOCKHOLDERS' EQUITY                                                            

CAPITAL CONTRIBUTED                                                             
Common stock, par value $.0001, authorized                                  
300,000,000 shares, issued and outstanding                                
10,160,939 shares; 9,860,564 shares                1,016                  
986                                                                             
Additional paid-in-capital                      8,378,144      7,927,855    
                                          -----------    -----------
TOTAL CAPITAL CONTRIBUTED                    8,379,160      7,928,841 

RETAINED EARNINGS (DEFICIT)                      (4,170,914)    (4,428,919)     
                                          -----------    -----------
TOTAL STOCKHOLDERS' EQUITY                    4,208,246      3,499,922  
                                          -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 8,233,624    $ 7,829,161  

The consolidated balance sheet at March 31, 1997 has been derived from the      
audited financial statements at that date.                                      

See Notes to Financial Statements                                               
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INFINITY, INC. AND SUBSIDIARIES                                                 
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)                               

                                           Three Months Ended June 30,
                                         1997           1996
                                          -----------    -----------
NET SALES                                       $ 1,168,692    $ 1,260,036      
COST OF GOODS SOLD                                  485,842        650,916      
                                          -----------    -----------
GROSS PROFIT                                   682,850        609,120 

OPERATING EXPENSES                                                              
Salaries                                           87,209        160,999    
Taxes                                              56,938         53,726    
Consulting fees                                       845         11,902    
Professional Services                              18,142         27,136    
Research & Development                                235          1,967    
Travel & Entertainment                              6,180          9,510    
Insurance                                          46,136         69,781    
Advertising                                         2,999            671    
Office Supplies & Expense                           8,821         16,727    
Telephone                                          18,449         24,723    
Rent & Utilities                                   27,809         36,667    
Depreciation & Amortization                       168,435        166,730    
Other Expenses                                      9,473         33,122    
                                          -----------    -----------
TOTAL OPERATING EXPENSES                       451,671        613,661 

OPERATING INCOME (LOSS)                        231,179        ( 4,541)
                                          -----------    -----------
OTHER INCOME (EXPENSE)                                                          
Interest Income & Finance Charges                   2,345            519    
Interest Expense                                  (11,729)       (70,507)   
Rent and Other Income                              36,210           --      
                                          -----------    -----------
      TOTAL OTHER INCOME (EXPENSE)              26,825        (69,988)
                                          -----------    -----------
INCOME BEFORE PROVISION FOR INCOME TAXES   $   258,005    $   (74,529)

PROVISION (BENEFIT) FOR INCOME TAXES                 -              - 
                                          -----------    -----------
NET INCOME (LOSS)                          $   258,005    $   (74,529)
                                          -----------    -----------
NET INCOME (LOSS) PER COMMON SHARE         $      0.03    $     (0.01)
                                          -----------    -----------
Weighted Average Shares Outstanding          9,986,044      8,731,395 

See Notes to Financial Statements                                               
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INFINITY, INC. AND SUBSIDIARIES                                                 
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                               

                                           Three Months Ended June 30,
                                         1997           1996
                                          -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net Income (Loss)                             $   258,005    $   (74,529)   
Adjustments to reconcile net income (loss)                                  
to net cash used in operating activities                                    
Depreciation and amortization                   168,435        166,730  
(Increase) decrease in operating assets                                     
Accounts Receivable                             (54,712)        41,004  
Inventories                                      (2,393)         3,462  
Prepaid Expenses                                (47,420)         7,210  
Increase (decrease) in operating                                            
liabilities                                                               
Accounts Payable                                (43,125)        66,219  
Accrued Expenses                                (12,620)       (18,769) 
Deferred revenue                                (22,558)       (16,191) 
                                          -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES      243,612        175,136 
                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES                                            
Purchase of property and equipment                (67,101)       (62,309)   
Investment in oil and gas properties             (585,683)      (197,542)   
Investment in intangible assets                         0         (6,345)   
                                          -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES          (652,784)      (266,196) 

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Increase (decrease) in notes payable              (74,442)        80,000    
Increase in long-term debt                        106,295           -       
Proceeds from issuance of common stock            450,319           -       
Repayment of long-term debt                       (81,485)       (78,452)   
                                          -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES       400,687          1,548  

NET INCREASE (DECREASE) IN CASH                  (8,485)       (89,512) 

CASH, BEGINNING OF PERIOD                            52,725        183,402      
                                          -----------    -----------
CASH, END OF PERIOD                         $    44,240    $    93,890  

See Notes to Financial Statements                                               
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INFINITY, INC. AND SUBSIDIARIES                                                 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)                                       

(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              

  Organization - Infinity, Inc. (Infinity) was organized under the laws of
the State of Colorado on April 2, 1987, primarily for the purpose of engaging   
in any lawful business, but intending to acquire business opportunities.        

Principles of consolidation - The accompanying consolidated financial 
statements include the accounts of the following companies:                     

PARENT COMPANY                                                                  

Infinity, Inc.                                                        

WHOLLY-OWNED SUBSIDIARIES                                                       

Infinity Research and Development, inc.                               
Consolidated Industrial Services, Inc.                                
(incorporated during the year ended March 31, 1994)                 
L.D.C. Food Systems, Inc.                                             
(acquired during the year ended March 31, 1994)                     
CIS Oil and Gas, Inc.                                                 
(incorporated during the year ended March 31, 1996)                 
Consolidated Pipeline, Inc.                                           
(incorporated during the year ended March 31, 1996)                 

(2)     EARNING (LOSS) PER SHARE                                                

Earnings or loss per share is based on the weighted average number of 
shares outstanding. The number of shares used in the calculation was            
9,986,044, and 8,731,395 for the periods ended June 30, 1997 and 1996,          
respectively.  Common stock equivalents are not included in the computation     
because their inclusion would be anti-dilutive.                                 

(3)     ACQUISITIONS                                                            

On December 15, 1993, Infinity, Inc. acquired all of the outstanding  
stock of L.D.C. Food Systems, Inc., a New Jersey Corporation, in exchange for   
the issuance of 74,405 shares of Infinity, Inc.'s common stock. This            
transaction has been accounted for as a pooling-of-interests, and accordingly,  
prior period financial statements have been restated as if the entities had     
been combined since inception.  Since both companies were development stage     
enterprises prior to the acquisition, neither company had recorded revenues     
prior to December 1993.                                                         

In January, 1994, the Company's wholly-owned subsidiary, Consolidated 
Industrial Services, Inc., purchased substantially all of the assets,           
operating rights and liabilities of Consolidated Oil Well Services, Inc.  The   
consolidated statements of operations include the results of operations         
related to this acquisition for the period subsequent to January 1, 1994.       

(4)     SHORT-TERM BORROWINGS                                                   

At June 30, 1997, the Company's subsidiary, Consolidated Industrial   
Services, Inc. (CIS), had a $300,000 line of credit available which expires     
February 1998.  The line of credit is collateralized by certain equipment with  
interest at 2% above the lender's corporate base rate.  As of June 30, 1997,    
CIS had $209,558 drawn on the line of credit.                                   
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(5)     LONG-TERM DEBT                                                          

 On May 31, 1995, the Company obtained $2,500,000 in long-term financing
from Seymour, Inc. (Seymour) collateralized by substantially all of the         
tangible property and equipment of its wholly owned subsidiary, Consolidated    
Industrial Services, Inc.  The note required monthly payments of interest at    
10% for a period of six months beginning July 1995.                             

 Thereafter, monthly payments of principal and interest in the amount of
$41,503 are due until maturity, June 1998.  The agreement also contains         
certain restrictive covenants with respect to dividends, acquisitions and       
capital expenditures.  Proceeds from the note were used to refinance            
$1,500,000 in short-term borrowings and provide additional working capital for  
the Company.                                                                    

   In connection with the agreement, the Company issued a warrant to Seymour
to purchase up to 1,250,000 shares of the Company's common stock at an          
exercise price of $2.00 per share.  The warrant expires 90 days after the       
payment of all principal and interest due on the Seymour note.                  

(6)     BASIS OF PRESENTATION                                                   

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for        
interim financial information.  Accordingly, they do not include all of the     
information and footnotes required by generally accepted accounting principles  
for complete financial statements.  In the opinion of management, all           
adjustments (consisting of normal recurring accruals) considered necessary for  
a fair presentation have been included.                                         
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INDEPENDENT AUDITORS' REPORT        

To the Board of Directors                                                       

INFINITY, INC.                                                                  

We have audited the consolidated balance sheet of Infinity, Inc. and            
Subsidiaries as of March 31, 1997 and the consolidated statements of            
operations, changes in stockholders' equity and cash flows for the years ended  
March 31, 1997 and 1996.  These consolidated financial statements are the       
responsibility of the Company's management.  Our responsibility is to express   
an opinion on these consolidated financial statements based on our audits.      

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audits to      
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement.  An audit includes examining, on  
a test basis, evidence supporting the amounts and disclosures in the            
consolidated financial statements.  An audit also includes assessing the        
accounting principles used and significant estimates made by management, as     
well as evaluating the overall consolidated financial statement presentation.   
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the consolidated financial statements referred to above         
present fairly, in all material respects, the financial position of Infinity,   
Inc. and Subsidiaries, as of March 31, 1997, and the results of their           
operations and their cash flows for the years ended March 31, 1997 and 1996 in  
conformity with generally accepted accounting principles.                       

/s/ Mayer Hoffman McCann L.C.                                                   
MAYER HOFFMAN MCCANN L.C.                                                       

Kansas City, Missouri                                                           
May 22, 1997, except for Note (17) for                                          
which the date is May 28, 1997                                              
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INFINITY, INC. AND SUBSIDIARIES       
CONSOLIDATED BALANCE SHEET        
March 31, 1997        

A S S E T S         

CURRENT ASSETS                                                                  
Cash                                                         $   52,725       
Accounts receivable, less allowance for doubtful                              
accounts                                                       400,274      
Inventories                                                     197,731       
Other current assets                                             18,220       
                                                      ----------
TOTAL CURRENT ASSETS                                       668,950  

PROPERTY AND EQUIPMENT, at cost, less accumulated                               
depreciation                                                  4,192,684       
OIL AND GAS PROPERTIES NOT SUBJECT TO AMORTIZATION,                             
using the full cost method                                    2,638,126       
INTANGIBLE ASSETS, at cost, less accumulated amortization        246,856        
OTHER ASSETS                                                      82,545        
                                                      ----------
TOTAL ASSETS                                            $7,829,161  

L I A B I L I T I E S       

CURRENT LIABILITIES                                                             
Accounts payable                                             $  988,026       
Accrued expenses                                                303,386       
Short-term borrowings                                           284,000       
Current portion of long-term debt                               318,643       
Current portion of deferred revenue                              60,000       
                                                      ----------
TOTAL CURRENT LIABILITIES                                1,954,055  

LONG-TERM LIABILITIES                                                           
Long-term debt, less current portion above                    1,897,280       
Notes payable, related party                                    309,968       
Deferred revenue, less current portion above                    167,936       
                                                      ----------
TOTAL LIABILITIES                                       $4,329,239  

S T O C K H O L D E R S'   E Q U I T Y        

CAPITAL CONTRIBUTED                                                             
Common stock, par value $.0001, authorized 300,000,000                        
shares issued and outstanding 9,860,564 shares             $      986     
Additional paid-in-capital                                    7,927,855       
                                                      ----------
TOTAL CAPITAL CONTRIBUTED                                7,928,841  

RETAINED EARNINGS (DEFICIT)                                   (4,428,919)       
                                                      ----------
TOTAL STOCKHOLDERS' EQUITY                               3,499,922  
                                                      ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $7,829,161  

See Notes to Financial Statements.                                              

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INFINITY, INC. AND SUBSIDIARIES         
CONSOLIDATED STATEMENTS OF OPERATIONS         
Years Ended March 31, 1997 and 1996         

                                     1997           1996
                                     ----------     ----------
NET SALES                                     $5,035,338     $ 4,907,070        

COST OF SALES                                  2,670,345       3,327,738        
                                      ----------     -----------
GROSS PROFIT                             2,364,993       1,579,332  

OPERATING EXPENSES                             2,082,713       3,017,850        
                                      ----------     -----------
OPERATING INCOME (LOSS)                    282,280      (1,438,518) 

OTHER INCOME (EXPENSE)                                                          
Interest income and finance charges              7,405           9,541      
Interest expense                              (135,419)       (266,303)     
Gain (loss) on disposal of assets               24,786        (131,159)     
Rent income                                     40,795            --        
                                      ----------     -----------
TOTAL OTHER INCOME (EXPENSE)               (62,433)       (387,921) 
                                      ----------     -----------
INCOME (LOSS) BEFORE INCOME TAXES          219,847      (1,826,439) 

INCOME TAXES                                        --              --          
                                      ----------     -----------
NET INCOME (LOSS)                      $  219,847     $(1,826,439)

PER SHARE DATA                                                                  
Net income (loss)                           $     0.02     $     (0.23)     
                                      ----------     -----------
Average shares outstanding                   8,915,163       8,028,589      

See Notes to Financial Statements                                               
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INFINITY, INC. AND SUBSIDIARIES     
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY    
Years Ended March 31, 1997 and 1996   

                                                                [Download Table]

                       COMMON STOCK                                            
                    ------------------  ADDITIONAL   RETAINED         TOTAL    
                     SHARES              PAID-IN     EARNINGS     STOCKHOLDERS'
                     ISSUED     AMOUNT   CAPITAL     (DEFICIT)    EQUITY       
                    ---------   ------  ----------  ------------  ------------ 
                                                                               
Balance, March 31,                                                             
 1995               7,625,226   $ 763   $6,187,952  $(2,822,327)  $ 3,366,388  

Issuance of common                                                             
 stock              1,106,169     110      927,516         --         927,626  

Net loss                 --        --         --     (1,826,439)   (1,826,439) 
                    ---------   -----   ----------  -----------   -----------  

Balance, March 31,                                                             
 1996               8,731,395     873    7,115,468   (4,648,766)    2,467,575  

Issuance of common                                                             
 stock              1,129,169     113      812,387         --         812,500  

Net income               --        --         --        219,847       219,847  
                    ---------   -----   ----------  -----------   -----------  

Balance, March 31,                                                             
 1997               9,860,564   $ 986   $7,927,855  $(4,428,919)  $ 3,499,922  

See Notes to Financial Statements.                                              
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     INFINITY, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CASH FLOWS
       Years Ended March 31, 1997 and 1996

                                     1997           1996
                                      -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net income (loss)                            $   219,847    $(1,826,439)      
Adjustments to reconcile net income (loss)                                    
to net cash provided by (used in)                                           
operating activities                                                        
Depreciation                                   599,079        587,753     
Amortization                                    80,657         72,907     
(Gain) loss on sale of property and                                       
equipment                                     (24,786)       131,159    
Decrease (increase) in operating assets                                   
Accounts receivable                            65,864        (71,813)   
Inventories                                    11,248        (47,911)   
Equipment held for sale                          --          294,252    
Other current assets                            5,665         14,860    
Other non-current assets                         --            3,887    
Increase (decrease) in operating liabilities                              
Accounts payable                               12,607        163,700    
Accrued expenses                              (38,910)        (5,686)   
Deferred revenue                              (38,272)       (29,809)   
                                      -----------    -----------
NET CASH PROVIDED BY (USED IN)                                      
OPERATING ACTIVITIES                       892,989       (713,140)
                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Investment in property and equipment            (259,423)      (264,235)      
Proceeds from sale of property and equipment      70,378        157,292       
Investment in oil and gas properties          (1,554,803)      (616,755)      
Investment in intangible assets                  (57,140)       (25,474)      
                                      -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES    (1,800,988)      (749,172) 

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Repayment of related party advances                 --          (28,632)      
Proceeds from issuance of common stock           812,500        537,626       
Net change in short-term borrowings              284,000           --         
Proceeds from long-term debt                        --        2,500,000       
Repayment of long-term debt                     (319,178)    (1,593,563)      
                                      -----------    -----------
NET CASH PROVIDED BY FINANCING                                      
ACTIVITIES                                 777,322      1,415,431 
                                      -----------    -----------
NET DECREASE IN CASH                       (130,677)       (46,881) 
CASH, BEGINNING OF YEAR                     183,402        230,283  
                                      -----------    -----------
CASH, END OF YEAR                       $    52,725    $   183,402  

See Notes to Financial Statements.                                              
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INFINITY, INC. AND SUBSIDIARIES     
CONSOLIDATED STATEMENTS OF CASH FLOWS   
Years Ended March 31, 1997 and 1996   
(Continued) 

                                     1997           1996
                                      -----------    -----------
SUPPLEMENTAL CASH FLOW DISCLOSURES                                              
Cash paid for interest, net of amounts                                        
capitalized                                 $   104,942    $   340,278      

Noncash investing and financing                                               
activities:                                                                 
Notes payable issued in exchange for                                      
property and equipment                    $      --      $   121,721    

Common stock issued in payment of                                         
accrued expenses                          $      --      $   390,000    

Note payable assumed by lessee of                                         
water treatment facilities                $    14,870    $      --      

Equity investment in unconsolidated                                       
subsidiary                                $    82,545    $      --      

Investment in oil and gas properties                                      
through trade accounts payable            $   461,255    $    82,681    

See Notes to Financial Statements.                                              

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INFINITY, INC. AND SUBSIDIARIES 
NOTES TO FINANCIAL STATEMENTS 

(1)   Summary of significant accounting policies                                

Nature of operations - The Company and its subsidiaries are engaged in          
providing waste water treatment services, oil and gas production enhancement    
services and oil and gas exploration, development and production activities.    
The consolidated financial statements include the accounts of Infinity, Inc.    
and its majority owned subsidiaries.  All significant intercompany balances     
and transactions have been eliminated in consolidation.                         

Revenue producing activities are conducted primarily in Kansas, Oklahoma,       
Wyoming and Colorado.  The Company grants credit to all qualified customers     
which potentially subjects the Company to credit risk resulting from, among     
other factors, adverse changes in the industries in which the Company operates  
and the financial condition of its customers.  However, management regularly    
monitors its credit relationships and provides adequate allowances for          
potential losses.                                                               

Revenue recognition - Generally, sales are recognized when products are         
delivered or services are rendered.                                             

Environmental costs - The Company expenses, on a current basis, recurring       
costs associated with managing hazardous substances and pollution in ongoing    
operations. The Company also accrues for costs associated with the remediation  
of environmental pollution when it becomes probable that a liability has been   
incurred and its proportionate share of the amount can be reasonably            
estimated.                                                                      

Management 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.                                                                      

Estimates that may be particularly sensitive to changes in the near term        
relate to the determination of oil and gas reserve quantities used for          
purposes of depreciating and depleting costs associated with the development    
of oil and gas properties.  While management uses available information and     
techniques to estimate oil and gas reserve quantities, inherent uncertainties   
in, and the limited nature of, the data base upon which the estimates are       
based may cause these estimates to change materially in the near term.          

Inventory valuation - Inventories, consisting primarily of cement mix, sand,    
fuel and chemicals, are stated at the lower of cost or market.  Cost has been   
determined on the first-in, first-out method.  Market is based upon realizable  
value less allowance for selling and distribution expenses and normal gross     
profit.                                                                         

Oil and gas properties - The Company follows the full cost method of            
accounting for oil and gas properties.  Accordingly, all costs associated with  
acquisition, exploration and development of oil and gas reserves, including     
directly related overhead costs, are capitalized.                               
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All capitalized costs of oil and gas properties are to be amortized on the      
unit-of-production method using estimates of proved reserves.  Investments in   
unproved properties and major development projects are not amortized until      
proved reserves associated with the projects can be determined or until         
impairment occurs.  If the results of an assessment indicate that the           
properties are impaired, the amount of the impairment is added to the           
capitalized costs to be amortized.                                              

In addition, the capitalized costs are subject to a "ceiling test," which       
limits such costs to the aggregate of the "estimated present value,"            
discounted at a 10-percent interest rate of future net revenues from proved     
reserves, based on current economic and operating conditions, plus the lower    
of cost or fair market value of unproved properties.                            

Sales of proved and unproved properties are accounted for as adjustments of     
capitalized costs with no gain or loss recognized, unless such adjustments      
would significantly alter the relationship between capitalized costs and        
proved reserves of oil and gas, in which case the gain or loss is recognized    
in income.  Abandonments of properties are accounted for as adjustments of      
capitalized costs with no loss recognized.                                      

Capitalized interest - The Company capitalizes interest on expenditures made    
in connection with exploration and development projects that are not subject    
to current amortization.  Interest is capitalized only for the period that      
activities are in progress to bring these projects to their intended use.       
Total interest incurred for the years ended March 31, 1997 and 1996 was         
$272,869 and $266,303, respectively.  Interest costs capitalized was $137,450   
and $ 0, respectively.                                                          

Depreciation and amortization - Depreciation and amortization are computed      
using the straight-line method over the following estimated useful lives:       

 Assets                     Useful Lives
 ------                     ------------
Site improvements                        15 years         
Machinery, equipment and vehicles    5 - 10 years         
Office furniture and equipment       5 - 10 years         
Technical data and rights                 5 years         
Organization and merger costs             5 years         
Non-compete agreement                     5 years         
Loan costs                              Loan term         
Goodwill                                 20 years         

Intangible assets - Technical data and rights consist of certain legal fees     
incurred in connection with the Company's "Thin Film Electrocoagulation"        
technology to be used in the treatment of waste water, and "Chiller Loop"       
technology to be used in the food processing industry.  The carrying values of  
these assets are periodically reviewed by the Company and impairments are       
recognized when the expected future operating cash flows derived from such      
intangible assets is less than their carrying value.                            

Organization and merger costs consist of costs incurred in connection with      
acquisitions accounted for as a purchase.  Costs incurred in connection with    
acquisitions accounted for as pooling-of-interests have been expensed.          
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Public offering costs - Costs and expenses incurred in connection with a        
public offering of securities are deferred until the offering is complete, at   
which time, such costs are charged against the proceeds of the offering as a    
reduction of stockholders' equity.  Costs incurred in connection with failed    
public offerings are charged to operations.                                     

Deferred revenue - Deferred revenue represents credits for future oil well      
services granted to a stockholder of the Company in connection with an          
acquisition.  Revenues from these services are recognized when the services     
are performed.  The credits are scheduled to expire in March 1999 if not used   
prior to that date.                                                             

Research and development costs - Research and development costs incurred in     
connection with the Company's development of environmental control products     
and services are expensed as incurred.  Research and development expense        
totaled $ 0 and $51,152 for the years ended March 31, 1997 and 1996,            
respectively.                                                                   

Per share information - The computation of income (loss) per share in each      
year is based on the weighted average number of common shares outstanding.      
Common stock equivalents are not included in the computation because their      
inclusion would be anti-dilutive.                                               

Cash - For purposes of reporting cash flows, cash generally consists of cash    
on hand and demand deposits with financial institutions.                        

Reclassifications - Certain reclassifications have been made to the 1996        
financial statements to conform with the 1997 presentation.                     

(2)   Accounting changes                                                        

Accounting for impairment of long-lived assets - The Financial Accounting       
Standards Board issued SFAS No. 121, "Accounting for the Impairment of          
Long-Lived Assets."  This Statement, which was effective for the Company on     
April 1, 1996, established accounting standards for the impairment of           
long-lived assets, certain intangibles, and goodwill related to those assets.   
This Statement did not have a material effect on the consolidated financial     
statements.                                                                     

Accounting for stock-based compensation - Effective for the Company on April    
1, 1996, SFAS No. 123, "Accounting for Stock-Based Compensation," requires      
increased disclosure of compensation expense arising from both fixed and        
performance stock compensation plans.  Compensation is measured as the fair     
value of the award at the date it is granted using an option-pricing model      
that takes into account the exercise price and expected term of the option,     
the current price of the underlying stock, its expected volatility, expected    
dividends on the stock and the expected risk-free rate of return during the     
term of the option.  The compensation cost is recognized over the service       
period, usually the period from the grant date to the vesting date.  SFAS No.   
123 encourages, rather than requires, companies to adopt a new method that      
accounts for stock compensation awards based on their estimated fair value at   
the date they are granted.  Companies are permitted, however, to continue       
accounting under APB Opinion 25, which requires compensation cost for           
stock-based employee compensation plans be recognized based on the difference,  
if any, between the quoted market price of the stock and the amount an          
employee must pay to acquire the stock.  The Company continues to apply APB     
Opinion No. 25 in its financial statements and discloses proforma net income    
and earnings per share in a footnote to the financial statements, determined    
as if the Company applied the new method.                                       
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(3)   Property and equipment                                                    

Cost                                                        
Site improvements                              $ 2,100,217
Machinery, equipment and vehicles                3,697,915
Office furniture and equipment                     102,204
                                               -----------
   Total cost                                    5,900,336

Accumulated depreciation                         (1,707,652)
                                               -----------
   Net property and equipment                  $ 4,192,684

The cost of property and equipment leased to others under operating leases at   
March 31, 1997 totaled $1,318,569.  Accumulated depreciation on such equipment  
was $297,453 at March 31, 1997.                                                 

(4)   Oil and gas properties not subject to amortization                        

The Company is currently conducting gas exploration and development activities  
on acreage in Southeastern Colorado.  At March 31, 1997, the Company had not    
generated revenue from its gas producing properties proved reserves.            
Consequently, the related acquisition and development costs are not subject to  
amortization.  The Company will begin to amortize these costs when oil and gas  
production begins, which is currently estimated to be during the year ending    
March 31, 1998.  Costs incurred in connection with the Company's oil and gas    
activities at March 31, 1997 consist of the following:                          

Acquisition costs                               $  150,000  
Development costs                                2,350,676  
Capitalized interest                               137,450  
                                              ----------
Total                                         $2,638,126

The lease agreement requires certain drilling activity to retain the Company's  
interest in the lease.  The Company is committed to drill ten wells before      
December 31, 1997 and ten additional wells during each of the subsequent three  
years to earn the right to develop the entire acreage.  As of March 31, 1997,   
twenty production wells had been drilled.                                       

Recovery of the above acquisition and development costs is dependent on a       
variety of factors, including actual production results and market conditions.  

(5)   Intangible assets                                                         

Cost                                                        
Technical data and rights                      $    67,919
Organization and merger costs                       74,603
Non-compete agreement                              300,000
Loan costs                                          28,532
Goodwill                                            25,000
                                                ----------
   Total cost                                      496,054

Accumulated amortization                           (249,198)
                                                ----------
   Net intangible assets                        $  246,856
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(6)   Other assets                                                              

At March 31, 1996 the Company owned a 55% equity interest in Infinity Oil and   
Gas, Inc. (IOG) which is engaged in the exploration and development of oil and  
gas properties.  During the year ended March 31, 1997, the Company exchanged    
45% of its equity interest in IOG for a 12%, $50,000 note receivable. Monthly   
interest payments are to begin February 15, 1998 with the face amount due at    
maturity, February 2000.                                                        

The Company's remaining 10% equity interest in IOG is valued on the cost basis  
which approximates fair value.  The Company's equity interest and note          
receivable are included in other assets on the accompanying balance sheet as    
follows:                                                                        

Note receivable                                 $   50,000  
10% Equity investment                               32,545  
                                              ----------
  Total other assets                          $   82,545

(7)   Short-term borrowings                                                     

At March 31, 1997, the Company's subsidiary, Consolidated Industrial Services,  
Inc. (CIS), had a $300,000 line of credit available which expires August        
1997.  The line of credit is collateralized by accounts receivable and certain  
equipment with interest at 2% above the lender's corporate base rate.           

(8)   Long-term debt                                                            

10% note; payable in monthly installments                           
of $41,503 until maturity, June 1998; col-                          
lateralized by substantially all of the                             
assets of the Company's wholly owned sub-                           
sidiary, Consolidated Industrial Services,                          
Inc.  The loan agreement contains, among other                      
items, certain restrictive covenants with                           
respect to dividends, acquisitions and capital                      
expenditures.  In connection with the loan                          
agreement, the Company issued a warrant to the                      
lender to purchase up to 1,250,000 shares of the                    
Company's common stock at $2.00 per share.  The                     
warrant expires 90 days after payment of all                        
principal and interest due on the note.               $ 2,171,200   

9.5% fixed rate note, payable in monthly in-                        
stallments of principal and interest until                          
maturity, January 2001; collateralized by a                         
company vehicle.                                           26,181   

3% fixed rate note, payable to the Federal                          
Highway Administration in settlement of                             
Company violations of Department of                                 
Transportation regulations; payable in monthly                      
installments of $3,116, including interest,                         
through maturity, September 1997.                          18,542   
                                                   -----------
 Total long-term debt                                2,215,923
    Less:  Current portion                             (318,643)
 Non-current portion                               $ 1,897,280
                                                   -----------
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Maturities for long-term debt are as follows:                         

Years Ending March 31,                                Total 
   1998                                            $   318,643
   1999                                              1,883,577
   2000                                                  7,180
   2001                                                  6,523
                                                   -----------
   Total long-term debt                            $ 2,215,923

(9)  Operating Leases                                                           

The Company leases operating facilities under operating leases. The future      
minimum rental payments required under operating leases that have initial or    
remaining noncancellable lease terms in excess of one year are as follows:      

Years Ending March 31,                                Total   
   1998                                            $    54,408
   1999                                                 54,708
   2000                                                 56,508
   2001                                                 51,540
   2002                                                 29,400
   Later Years                                          40,500
                                                   -----------
      Total                                        $   287,064

Total rent expense for all operating leases was $63,329 and $103,388 for the    
years ended March 31, 1997 and 1996, respectively.                              

The Company is a lessor of its water treatment facilities under an operating    
lease which expires in 2001 with options to extend for additional two and       
seven year periods. Additionally, the lessee has the right to exercise a        
purchase option at the end of the initial five year period or at the end of     
each of the two extension periods.  Minimum rentals receivable under existing   
leases as of March 31, 1997 are as follows:                                     

Years Ending March 31,                                Total   
  1998                                             $    66,667
  1999                                                  80,000
  2000                                                  80,000
  2001                                                  80,000
  2002                                                  60,000
                                                   -----------
      Total                                        $   366,667

Total rental income was $40,795 and $ 0 for the years ended March 31, 1997 and  
1996, respectively.                                                             
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(10)  Common stock                                                              

Warrants - The Company, in conjunction with a 1988 public stock offering,       
issued Class A, Class B and underwriter warrants to purchase 851,834 shares of  
Infinity common stock.  Under the terms of the warrant agreements, the Class A  
warrants are subject to redemption by the Company, upon thirty days notice, at  
a price of $.01 per warrant. The Class B warrants are subject to redemption by  
the Company, upon thirty days notice, at a price of $.02 per warrant.  The      
Class A and B warrants expire September 30, 1997 and the underwriter warrants   
expire September 22, 1997.                                                      

The Company issued warrants in conjunction with the 1995 10% financing (see     
Note (8)), to purchase 1,250,000 shares of common stock (Seymour warrants).     
The warrants expire 90 days after payment of all principal and interest due on  
the 10% note.                                                                   

The Company issued Class C warrants to purchase 766,668 shares of Infinity      
common stock in conjunction with stock issuances during the year ended March    
31, 1996. During the year ended March 31, 1997 725,001 warrants were            
exercised.  The remaining warrants expire on November 30, 1997.                 

During the year ended March 31, 1997 the Company issued warrants to purchase    
900,000 shares of Infinity common stock (1997 warrants).  The warrants expire   
August 1, 2001.                                                                 

At March 31, 1997, the following warrants were outstanding.                     

                             Number         Number      Exercise
Class                        of Warrants     of Shares      Price     
-----                        -----------     ---------     --------   
A                            4,868,000         405,667      $ 1.80    
B                            4,868,000         405,667      $ 3.00    
C                               41,667          41,667      $ 0.60    
Underwriters warrants          486,000          40,500      $ 1.44    
Seymour warrants             1,250,000       1,250,000      $ 2.00    
1997 warrants                  900,000         900,000      $ 0.88    

Options - In 1992, the Company adopted a stock option plan containing both      
incentive and nonstatutory stock options.  All options allow for the purchase   
of common stock at prices not less than the fair market value of such stock at  
the date of grant.  The option price under the incentive stock option           
provisions of the plan if the optionee owns more than 10% of the total          
combined voting power of all classes of the Company's stock will not be less    
than 110% of the fair market value of such stock at the date of grant.          
Options granted under the plan become exercisable immediately or as directed    
by the Board of Directors and generally expire ten years after the date of      
grant, unless the employee owns more than 10% of the total combined voting      
power of all classes of the Company's stock, in which case they must be         
exercised within five years of the date of grant. Pursuant to the plan, an      
aggregate of 833,333 shares of common stock is available for issuance upon the  
exercise of such options.  At March 31, 1997, options to purchase 4,990 shares  
were available for grant under the plan.  A summary of stock option activity    
is as follows:                                                                  
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                                                        Weighted
                           Number of    Option Price   Average Price
                          Shares        Per Share      Per Share
                          -----------   ------------   -------------
Outstanding, March 31, 1995        691,680    $0.60-$7.00        $ 2.19         
Granted                         1,300,000     0.85- 2.00          1.96        
Canceled                          (16,666)          7.00          7.00        
Exercised                        (137,507)    0.60- 1.20          0.78        
                        ---------    -----------        ------
Outstanding, March 31, 1996      1,837,507    $0.60-$6.00        $ 2.09         
Granted                           420,000     0.94- 1.31          1.13        
Canceled                         (166,670)    1.20- 6.00          3.60        
Exercised                        (404,167)    0.60- 2.00          1.46        
                        ---------    -----------        ------
Outstanding, March 31, 1997      1,686,670    $0.66-$3.84        $ 1.85         

                Options Outstanding            Options Exercisable
        -------------------------------------   ----------------------
Weighted                
                        Average     Weighted                  Weighted
Range of       Number       Remaining    Average       Number      Average      
Exercise     Outstanding   Contractual   Exercise    Exercisable   Exercise     
Prices      at 3/31/97       Life        Price      at 3/31/97     Price      
----------   -----------   -----------   --------    -----------   --------     
$2.88             8,334      1 year      $ 2.88           8,334    $ 2.88       
0.66-3.84    1,208,336      2 years       1.96       1,208,336      1.96      
0.85-2.00      250,000      4 years       1.77         205,000      1.97      
1.31           220,000      5 years       1.31          55,000      1.31      
---------                               ---------   
1,686,670                               1,476,670   

The Company applies Accounting Principles Board Opinion No. 25 "Accounting for  
Stock Issued to Employees," and related interpretations in accounting for its   
plan.  Accordingly, no compensation cost has been recognized for the stock      
option plan.  Had compensation costs for the Company's plan been determined     
based upon the fair value at the grant date for awards under the plan           
consistent with the methodology prescribed under Statement of Financial         
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," the    
Company's net income (loss) and earning (loss) per share would have been        
respectively, $833 and $ 0 for the year ended March 31, 1997 and ($1,955,733)   
and $(0.24) for the year ended March 31, 1996.                                  

For options granted during the year ended March 31, 1997, the estimated fair    
value of the options granted utilizing the Black-Scholes pricing model under    
the Company's plan was based on a weighted average risk-free interest rate of   
6.75%, expected option life of 3.68 years, expected volatility of 48.25% and    
no expected dividend yield.  For options granted during the year ended March    
31, 1996, the estimated fair value of options granted under the Company's plan  
was based on a weighted average risk-free interest rate of 6.03%, expected      
option life of 4.38 years, expected volatility of 57.19% and no expected        
dividend yield.                                                                 

Employee stock bonus plan - The Company may award shares of common stock to     
employees at the discretion of the Board of Directors.  Pursuant to the plan,   
an aggregate of 50,000 shares of common stock were initially available for      
issuance.  As of March 31, 1997, 40,000 shares of common stock were available   
for issuance to employees.                                                      
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(11)  Income taxes                                                              

The provision for income taxes for the years ended March 31, 1997 and 1996      
consists of the following:                                                      

                                     1997           1996
                                     ----------     ----------
Current income tax expense               $   --         $    --       
Deferred income tax expense (benefit)      85,409        (623,230)    
Change in deferred tax asset valuation                                
allowance                                (85,409)        623,230    
                                    --------       ---------
Total income taxes                   $   --         $    --   

The effective income tax rate varies from the statutory federal income tax      
rate as follows:                                                                
                                     1997           1996
                                     ----------     ----------
Federal income tax rate                      34%            34%       
Net operating losses for which no                                     
tax benefit is currently available         (34%)          (34%)     
                                    ---            ---
Effective tax rate                       --%            --%   

The significant temporary differences and carryforwards and their related       
deferred tax asset (liability) and deferred tax asset valuation allowance       
balances as of March 31, 1997 are as follows:                                   

Deferred tax                                                          
Accounts receivable                                 $   30,517      
Net operating loss carryforward                      2,379,206      
                                              ----------
Gross deferred tax debits                          2,409,723    
Deferred tax credits:                                                 
Property and equipment                                (463,609)     
Intangible drilling costs                             (426,445)     
                                              ----------
Gross deferred tax credits                          (890,054)   
                                              ----------
Deferred tax asset valuation allowance               (1,519,669)      
                                              ----------
Total deferred taxes                              $     --      

No deferred income taxes have been recognized in the accompanying financial     
statements due to uncertainties in connection with the realization of the       
potential tax benefits associated with the net operating loss carryforwards.    

For Federal income tax purposes, the Company has tax carryforwards expiring     
in the following manner:                                                        
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Net operating                                                       
losses expiring                                                       
March 31,                                                       
---------------                                                       
2004                                           $   48,737       
2005                                               36,931       
2006                                              111,341       
2007                                               20,382       
2008                                              331,374       
2009                                              852,463       
2010                                            2,193,217       
2011                                            2,225,708       
2012                                            1,177,511       
                                        ----------
Total                                       $6,997,664    

The availability of the net operating loss carryforwards for Federal income     
tax purposes may be limited pursuant to provisions of the Internal Revenue      
Code as amended by the Tax Reform Act of 1986.  The potential limitation is     
dependent on changes in stock ownership while a net operating loss exists, the  
fair market value of the Company's stock at the date of stock ownership         
changes and certain other factors.                                              

(12)  Retirement plan                                                           

The Company's wholly-owned subsidiary, Consolidated Industrial Services, Inc.,  
has a 401(k) plan covering substantially all of its employees.  There were no   
Company contributions made to the plan during the years ended March 31, 1997    
and 1996.                                                                       

(13)  Related party transactions                                                

The Company had unsecured notes payable to an officer and stockholder of the    
Company totaling $309,968 at March 31, 1997 and 1996, respectively. The notes   
bear interest at 9% and are due June 1998; however, the notes are subordinated  
to the 10% note described in Note (8).  Interest expense of $27,897 was         
recognized on these notes during the years ended March 31, 1997 and 1996,       
respectively.                                                                   

Consolidated Oil Well Services, Inc. (COWS) is owned by a minority stockholder  
of Infinity, Inc.  In connection with the Company's acquisition of COWS assets  
in 1994, the Company is obligated to provide certain oil well services to this  
stockholder.  During the years ended March 31, 1997 and 1996, the fair value    
of such services provided to the stockholder was $35,507 and $29,809,           
respectively.                                                                   

The Company leases certain real estate from COWS.  The related amount charged   
to operations for the years ended March 31, 1997 and 1996 was $42,408 and       
$42,408, respectively.                                                          

(14)  Industry segments                                                         

The Company's operations have been classified into three industry segments:     
(I) Oil Field Services which includes operations in Kansas, Oklahoma and        
Colorado directed at maintaining and enhancing production obtained from oil     
and gas wells;  (ii) Oil and Gas Production which includes exploration,         
development and production of oil and gas reserves in Colorado; and (iii)       
Environmental                                                                   
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Technology which includes development and application of wastewater treatment   
technologies including "electrocoagulation" and "chiller loop" technologies     
and  disposal of solid waste byproducts.  Operations are conducted primarily    
in Wyoming and Kansas.  Operating income (loss) represents net sales less       
direct costs and operating expenses before interest and finance charges.        
Identifiable assets consist of assets specifically used in the operations of    
each industry segment.  Information concerning the Company's industry segments  
in fiscal 1997 and 1996 is as follows:                                          

                                                                [Download Table]


                                            Environ-                            
                  Oil Field   Oil & Gas      mental                             
                  Services    Production   Technology   Corporate   Consolidated
                  ---------   ----------   ----------   ---------   ------------
                                                                                
Net Sales                                                                       
     1997         $4,688,793  $      -     $  346,545   $    -      $ 5,035,338 
     1996          3,814,456         -      1,092,614        -        4,907,070 
Operating Income                                                                
  (Loss)                                                                        
     1997            692,780         -       (136,209)   (274,291)      282,280 
     1996             49,330     (100,604)   (951,797)   (435,447)   (1,438,518)
Identifiable                                                                    
  Assets, Net                                                                   
     1997          3,878,901    2,771,718   1,144,982      33,560     7,829,161 
     1996          4,389,490      718,319   1,245,749      96,624     6,450,178 
Capital                                                                         
  Expenditures                                                                  
     1997            256,695    2,007,697       2,728        -        2,267,120 
     1996            249,290      704,936     125,321       5,845     1,085,392 
Depreciation and                                                                
  Amortization                                                                  
     1997            496,147         -        171,500      12,089       679,736 
     1996            490,517        1,125     157,539      11,479       660,660 

15) Significant customers                                                       

During the year ended March 31, 1997, the Company provided services to Stroud   
Oil Properties resulting in revenues of $646,488 which represents 13% of the    
Company's net sales.  Receivables outstanding from these sales were not         
material at March 31, 1997. There were no significant concentrations of sales   
to customers for the year ended March 31, 1996.                                 

(16) Fair value of financial instruments                                        

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair    
Value of Financial Instruments", requires disclosure about the fair value of    
financial instruments for which it is practicable to estimate fair value.  The  
following assumptions were used to estimating the fair value of the Company's   
financial instruments.                                                          

The carrying amount of the Company's cash balances represent fair value as of   
March 31, 1997.  The fair value of the Company's long-term debt is estimated    
based on the present value of estimated future cash flows using a discount      
rate commensurate with the risks involved.  However, the estimated fair value   
was not materially different from the carrying amount at March 31, 1997.        
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It was not practicable to estimate the fair value of the Company's related      
party notes payable due to the lack of adequate "market" information with       
which to base estimates of fair value for this financial instrument.            
Information regarding the carrying amount, interest rate, repayment terms and   
maturity is included in footnote (13).                                          

(17) Subsequent event                                                           

On May 28, 1997, the Company raised $450,000 of equity through the sale of its  
stock in a private offering to three investors.                                 
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 INFINITY, INC. AND SUBSIDIARIES
  SUPPLEMENTAL INFORMATION (UNAUDITED)
   Year Ended March 31, 1997

Capitalized Costs Relating to Oil and                                           
Gas Producing Activities at March 31, 1997                                      

Unproved oil and gas properties                         $     -             
Proved oil and gas properties                            1,914,860          
Support equipment and facilities                           723,266          
                                              ----------
Total Capitalized Costs                               2,638,126       

Less accumulated depreciation, depletion and                                
amortization                                                 -            
                                              ----------
Net capitalized costs                                   $2,638,126          

Costs Incurred in Oil and Gas Producing                                         
Activities for the Year Ended March 31, 1997                                    

Property acquisition costs                                                  
Proved                                                $      -            
Unproved                                                     -            
Exploration costs                                             -             
Development costs                                        2,007,697          

Results of Operations for Oil and                                               
Gas Producing Activities for the                                                
Year Ended March 31, 1997                                                       

The Company is currently conducting oil and gas exploration and development     
activities in Southeastern Colorado.  At March 31, 1997, the Company had not    
commenced production from its oil and gas properties.                           

Reserve information                                                             

The following estimates of proved and proved developed reserve quantities and   
related standardized measures of discounted net cash flow are estimates only,   
and do not purport to reflect realizable values or fair market values of the    
Company's reserves.  The Company emphasizes that reserve estimates are          
inherently imprecise.  Accordingly, these estimates are expected to change as   
future information becomes available.  All of the Company's reserves are        
located in the United States.                                                   

Proved reserves are estimated reserves of methane gas that geological and       
engineering data demonstrate with reasonable certainty to be recoverable in     
future years from known reservoirs under existing economic and operating        
conditions.  Proved developed reserves are those expected to be recovered       
through existing wells, equipment, and operating methods.                       
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The standardized measure of discounted future net cash flows is computed by     
applying year-end prices (with consideration of price changes only to the       
extent provided by contractual arrangements) to the estimated future            
production of proved oil and gas reserves, less estimated future expenditures   
(based on year-end costs) to be incurred in developing and producing the        
proved reserves, less estimated future income tax expenses (based on year-end   
statutory tax rates, with consideration for future tax rates already            
legislated) to be incurred on pretax net cash flows less tax basis of the       
properties and available credits, and assuming continuation of existing         
economic conditions.  The estimated future net cash flows are then discounted   
using a rate of 10 percent a year to reflect the estimated timing of the        
future cash flows.                                                              

Proved Developed and Undeveloped Reserves            Gas (MMCF)       

Beginning of year                                   4,409.526     
Revisions of previous estimates                    11,114.021     
Extensions and discoveries                         18,400.518     
Production                                               -        
                                             -----------
End of year                                        33,924.065     

Proved Developed Reserves                                             

Beginning of year                                   4,409.526     
End of year                                        19,199.035     

Standardized Measure of Discounted                                    
Future Net Cash Flows at March 31, 1997                               

Future cash inflows                              $ 54,956,992     
Future production costs including production                      
taxes                                            (24,177,147)   
Future development costs                           (1,860,000)    
                                             -----------
Future Net Cash Flows                              28,919,845     

10% annual discount for estimated timing of                       
cash flows                                       (17,043,643)   
                                             -----------

Standardized Measures of Discounted                     
Future Net Cash Flows Relating to                     
 Proved Oil and Gas Reserves                $ 11,876,202
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The following reconciles the change in the standardized measure of discounted   
future net cash flow during the year ended March 31, 1997:                      

Beginning of year                                  $  3,275,970       
Sales of gas produced, net of production costs             -          
Net changes in prices and production costs             (929,112)      
Extensions, discoveries, and improved recovery,                       
less related costs                                  16,475,861      
Development costs incurred during the year                            
which were previously estimated                        160,000      
Net change in estimated future development costs     (1,850,000)      
Revisions of previous quantity estimates             10,312,310       
Net change from purchases and sales of minerals                       
in place                                                  -         
Accretion of discount                               (15,568,827)      
Net change in income taxes                                 -          
Other                                                      -          
                                             -----------
End of year                                         $11,876,202       
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PART II     
INFORMATION NOT REQUIRED IN PROSPECTUS    

ITEM 24.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.                         

The only statute, charter provision, bylaw, contract, or other        
arrangement under which any controlling person, Director or Officer of the      
Company is insured or indemnified in any manner against any liability which he  
may incur in his capacity as such, is as follows:                               

   (a)     The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made   
a party to any action, whether civil, criminal, administrative or               
investigative, by reason of the fact that such person is or was a Director,     
Officer, employee, fiduciary, or agent of the Company or was serving at its     
request in a similar capacity for another entity, against expenses (including   
attorneys' fees), judgments, fines and amounts paid in settlement actually and  
reasonably incurred by him in connection therewith if he acted in good faith    
and in a manner he reasonably believed to be in the best interest of the        
corporation and, with respect to any criminal action or proceeding, had no      
reasonable cause to believe his conduct was unlawful.  In case of an action     
brought by or in the right of the Company such persons are similarly entitled   
to indemnification if they acted in good faith and in a manner reasonably       
believed to be in the best interests of the Company but no indemnification      
shall be made if such person was adjudged to be liable to the Company for       
negligence or misconduct in the performance of his duty to the Company unless   
and to the extent the court in which such action or suit was brought            
determines upon application that despite the adjudication of liability, in      
view of all circumstances of the case, such person is fairly and reasonably     
entitled to indemnification.  In such event, indemnification is limited to      
reasonable expenses.  Such indemnification is not deemed exclusive of any       
other rights to which those indemnified may be entitled under the Articles of   
Incorporation, Bylaws, agreement, vote of shareholders or disinterested         
directors, or otherwise.                                                        

   (b)     The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed   
by law.                                                                         

ITEM 25.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                       

 The estimated expenses of the offering, all of which are to be borne by
the Company, are as follows:                                                    

SEC Filing Fee ................................ $ 1,016.10            
Printing Expenses .............................   2,500.00            
Accounting Fees and Expenses ..................   2,500.00            
Legal Fees and Expenses .......................   5,000.00            
Blue Sky Fees and Expenses ....................   2,500.00            
Miscellaneous .................................   1,483.90            

Total .................................... $15,000.00       

ITEM 26.     RECENT SALES OF UNREGISTERED SECURITIES.                           

During its past three fiscal years, the Registrant issued securities  
which were not registered under the Securities Act of 1933, as amended (the     
"Act"), as follows.                                                             
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 In July 1994, the Company sold an aggregate of 400,000 shares of Common
Stock in offshore transactions, as defined in Rule 902(i) of Regulation S, to   
two foreign investors for a total of $400,000 in cash.  In connection with      
such sales, the Company complied with the requirements of Rule 903 of           
Regulation S in that all sales were made in offshore transactions, no directed  
selling efforts were made in the United States, the Company is a reporting      
issuer, offering restrictions were implemented, offers and sales were not made  
to any U.S. persons or for the account or benefit of any U.S. persons, and      
40-day restricted periods were implemented.                                     

 From December 1994 through March 1995, the Company sold an aggregate of
358,000 shares of Common Stock to 19 sophisticated investors in a private       
offering pursuant to Rule 506 of Regulation D under the Securities Act of       
1933, as amended.  The Company had reasonable grounds to believe that these     
persons (1) were acquiring the shares for investment and not with a view to     
distribution, and (2) had such knowledge and experience in financial and        
business matters that they were capable of evaluating the merits and risks of   
their investment and were able to bear those risks.  Such persons had access    
to pertinent information enabling them to ask informed questions.  An           
appropriate restrictive legend is noted on the certificates representing such   
shares, and stop-transfer instructions have been noted in the Company's         
transfer records.                                                               

 In February 1995, the Company sold 260,000 shares of Common Stock in an
offshore transaction, as defined in Rule 902(i) of Regulation S, to one         
foreign investor for a total of $260,000 in cash.  In connection with such      
sale, the Company also issued an aggregate of 32,000 shares of Common Stock to  
one foreign investor as a finder's fee in an offshore transaction for services  
valued at $32,000.  In connection with such sales, the Company complied with    
the requirements of Rule 903 of Regulation S in that all sales were made in     
offshore transaction, no directed selling efforts were made in the United       
States, the Company is a reporting issuer, offering restrictions were           
implemented, offers and sales were not made to any U.S. persons or for the      
account or benefit of any U.S. persons, and 40-day restricted periods were      
implemented.                                                                    

On March 29, 1995, the Company granted an option to purchase 100,000  
shares of Common Stock at $1.50 per share through March 29, 1998, to Mark       
Depew, a consultant to the Company, pursuant to the terms of a consulting       
agreement with him.                                                             

 On April 24, 1995, the Company issued an aggregate of 202,000 shares of
Common Stock to three persons for services valued at an aggregate of            
$386,200.  The Company also granted these persons options to purchase an        
aggregate of 800,000 shares of Common Stock at $2.00 per share.  (See           
"TRANSACTIONS WITH MANAGEMENT AND OTHERS.")                                     

   In June 1995, the Company issued 41,667 shares of its Common Stock to Joe
Conner for $20,000 in cash upon the exercise of a stock option.                 

The sales described above were made in reliance on the exemption from 
registration offered by Section 4(2) of the Securities Act of 1933.  The        
Company had reasonable grounds to believe that these persons (1) were           
acquiring the shares for investment and not with a view to distribution, and    
(2) had such knowledge and experience in financial and business matters that    
they were capable of evaluating the merits and risks of their investment and    
were able to bear those risks.  Such persons had access to pertinent            
information enabling them to ask informed questions.  An appropriate            
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restrictive legend is noted on the certificates representing such shares, and   
stop-transfer instructions have been noted in the Company's transfer records.   

During January and February 1996, the Company sold, in a private      
offering, 766,666 Units, each Unit consisting of one share of Common Stock and  
one warrant to purchase one share of Common Stock, at an offering price of      
$.60 per Unit, for an aggregate of $460,000 in cash.  Of the Units sold in      
this offering, 200,000 Units were sold to Irving Strickstein who is beneficial  
owner of over 5% of the Company's Common Stock.  The remaining 566,668 Units    
were sold to six foreign investors.                                             

   With regard to the sale to Mr. Strickstein, the Company relied on Section
4(2) of the Securities Act of 1933, as amended.  The Units were offered for     
investment only and not for the purpose of resale or distribution, and the      
transfer thereof was appropriately restricted by the Company.                   

  With regard to the sales made to foreign investors, the Company complied
with the requirements of Rule 903 of Regulation S in that all sales were made   
in offshore transactions, no directed selling efforts were made in the United   
States, the Company is a reporting issuer, offering restrictions were           
implemented, offers and sales were not made to any U.S. persons or for the      
account or benefit of any U.S. persons, and 40-day restricted periods were      
implemented.                                                                    

From August 1996 though October 1996, the Company sold an aggregate of
341,667 shares of its Common Stock to three foreign investors upon the          
exercise of warrants at an exercise price of $.60 per share, for an aggregate   
of $205,000 in cash.  In connection with such sales, the Company complied with  
the requirements of Rule 903 of Regulation S in that all sales were made in     
offshore transactions, no directed selling efforts were made in the United      
States, the Company is a reporting issuer, offering restrictions were           
implemented, offers and sales were not made to any U.S. persons or for the      
account or benefit of any U.S. persons, and 40-day restriction periods were     
implemented.                                                                    

   In October 1996, the Company issued 200,000 shares of its Common Stock to
a sophisticated investor upon the exercise of an option, for a total of         
$187,500 in cash.  In connection with these issuances, the Company relied on    
Section 4(2) of the Securities Act of 1933, as amended.  The shares were        
offered for investment only and not for the purpose of sale or distribution,    
and the transfer thereof was appropriately restricted by the Company.           

 In January 1997, the Company sold 183,334 shares of its Common Stock to
two foreign investors pursuant to Regulation S under the Securities Act of      
1933, as amended.  The sales were made upon the exercise of warrants held by    
these investors at an exercise price of $.60 per share for an aggregate of      
$110,000 in cash.  In connection with such sale, the Company complied with the  
requirements of Rule 903 of Regulation S in that all sales were made in         
offshore transactions, no directed selling efforts were made in the United      
States, the Company is a reporting issuer, offering restrictions were           
implemented, offers and sales were  not made to any U.S. persons or for the     
account or benefit of any U.S. persons, and 40-day restricted periods were      
implemented.                                                                    

 In March 1997, the Company issued 200,000 shares of its Common Stock to
Irving Strickstein, a beneficial owner of over 5% of the Company's Common       
Stock, upon the exercise of an option, for a total of $120,000 in cash.  In     
connection with this sale, the Company relied on Section 4(2) of the            
Securities Act of 1933, as amended.  The shares were offered for investment     
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only and not for the purpose of resale or distribution, and the transfer        
thereof was appropriately restricted by the Company.                            

   In May 1997, the Company sold 300,000 shares of its Common Stock to three
accredited investors at $1.50 per share for an aggregate of $450,000 in cash.   
In August 1997, the Company sold an additional 50,000 shares to two accredited  
investors at $1.84375 per share for an aggregate of $92,187.50 in cash.  In     
connection with these sales, the Company relied on Section 4(2) of the          
Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.  The   
shares were offered for investment purposes only and not for the purpose of     
resale or distribution and the transfer of the shares was restricted by the     
Company.  The Company filed a Form D with the Securities and Exchange           
Commission with respect to this offering.                                       

ITEM 27.     EXHIBITS.                                                          

 The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B:                                         

EXHIBIT                                                                         
NUMBER    DESCRIPTION                   LOCATION                                
-------   -----------                   --------                                
3       Articles of Incorporation     Incorporated by reference to          
   and Bylaws                    Exhibit No. 3 to the Registrant's
                                Form S-18 Registration Statement
                (No. 33-17416-D)

3.1     Articles of Amendment to      Incorporated by reference to          
     Articles of Incorporation     Exhibit No. 3.1 to the Registrant's
                              Annual Report on Form 10-K for
                               the fiscal year ended March 31,
                          1992 (File No. 33-17416-D)

5       Opinion of Krys Boyle         Filed herewith electronically         
Freedman Scott & Sawyer,                                    
P.C. regarding the legality                                 
of the securities being                                     
registered                                                  

10.1     Stock Option Plan             Incorporated by reference to           
                                    Exhibit No. 10.1 to the Registrant's
                                  Annual Report on Form 10-K for the
                                fiscal year ended March 31, 1992
                     (File No. 33-17416-D)

10.2     Agreement Concerning the      Incorporated by reference to           
Exchange of Common Stock      Exhibit No. 10 to Registrant's
                              Report on Form 8-K dated March
                              10, 1992 (File No. 33-17416-D)

10.4     Employment Agreement          Incorporated by reference to           
      with Stanton E. Ross          Exhibit No. 10.4 to the Registrant's
                                  Annual Report on Form 10-K for the
                                fiscal year ended March 31, 1992
                     (File No. 33-17416-D)
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10.5     Settlement Agreement          Incorporated by reference to           
      and Mutual Release            Exhibit No. 10.5 to the Registrant's
                                  Annual Report on Form 10-K for the
                                fiscal year ended March 31, 1992
                     (File No. 33-17416-D)

10.6     Asset Purchase Agreement      Incorporated by reference to           
dated January 7, 1994,        Registrant's Current Report on
 among Infinity, Inc., Con-    Form 8-K dated January 21, 1994
solidated Industrial Ser-     (File No. 0-17204)            
vices, Inc., Consolidated                                   
Oil Well Services,                                          
Inc. and Edsel E. Noland                                    

10.7     Employment Agreement with     Incorporated by reference to           
  Thomas G. Holzbaur            Exhibit 10.7 to the Registrant's
                            Annual Report on Form 10-KSB
                                   for the fiscal year ended March 31,
                       1994 (File No. 0-17204)

10.8     Employment Agreement with     Incorporated by reference to           
  Maitland DuBois               Exhibit 10.8 to the Registrant's
                                Annual Report on Form 10-KSB for
                               the fiscal year ended March 31,
                       1994 (File No. 0-17204)

10.9     Agreement Concerning the      Incorporated by reference to           
Exchange of Common Stock      Registrant's Current Report on
  with L.D.C. Food Systems,     Form 8-K dated December 15, 1993
Inc., et al.                  (File No. 0-17204)            

10.10    Employment Agreement with     Incorporated by reference to           
Louis D. Caracciolo, Jr.      Registrant's Current Report on
                                Form 8-K dated December 15, 1993
                  (File No. 0-17204)

10.11    Sublease Agreement on         Incorporated by reference to           
   Lenexa, Kansas facility       Exhibit 10.11 to the Registrant's
                                Annual Report on Form 10-KSB for
                               the fiscal year ended March 31,
                       1994 (File No. 0-17204)

10.12    Loan Agreement dated May 25,  Incorporated by reference to           
1995, between the Company     Exhibit 10.1 to Registrant's  
  and Seymour, Inc.             Current Report on Form 8-K dated
                               May 31, 1995 (File No. 0-17204)

10.13    Promissory Note dated         Incorporated by reference to           
May 25, 1995, payable to      Exhibit 10.2 to Registrant's  
  Seymour, Inc.                 Current Report on Form 8-K dated
                               May 31, 1995 (File No. 0-17204)

10.14    Security Agreement dated      Incorporated by reference to           
May 25, 1995                  Exhibit 10.3 to Registrant's  
                                Current Report on Form 8-K dated
                               May 31, 1995 (File No. 0-17204)
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10.15    Exclusive License Agreement   Incorporated by reference to           
with BOC Group, Inc.          Exhibit 10.15 to Registrant's 
                          Annual Report on Form 10-K
                         for the fiscal year ended
                                 March 31, 1996 (File No. 0-17204)

10.16    Consulting Agreement with     Incorporated by reference to           
Don Appleby                   Exhibit 10.16 to Registrant's 
                          Annual Report on Form 10-K
                         for the fiscal year ended
                                 March 31, 1996 (File No. 0-17204)

10.17    Agreement with H. Huffman     Incorporated by reference to           
& Co., et al.                 Exhibit 10.17 to Registrant's 
                          Annual Report on Form 10-K
                         for the fiscal year ended
                                 March 31, 1996 (File No. 0-17204)

10.18    Operating Lease with Great    Incorporated by reference to           
Plains Environmental, Inc.    Exhibit 10.18 to Registrant's 
                            Annual Report on Form 10-KSB
                         for the fiscal year ended
                                 March 31, 1997 (File No. 0-17204)

10.19    Amendment to Exchange         Incorporated by reference to           
License Agreement with        Exhibit 10.19 to Registrant's 
BOC Group, Inc.               Annual Report on Form 10-KSB  
                         for the fiscal year ended
                                 March 31, 1997 (File No. 0-17204)

21       Subsidiaries of the           Incorporated by reference to           
Registrant                    Exhibit 21 to Registrant's    
                            Annual Report on Form 10-KSB
                         for the fiscal year ended
                                 March 31, 1997 (File No. 0-17204)

23.1     Consent of Krys Boyle         Contained in Exhibit 5                 
Freedman Scott & Sawyer,                                    
P.C.                                                        

23.2     Consent of Mayer Hoffman      Filed herewith electronically          
McCann L.C., Certified                                      
Public Accountants                                          

ITEM 28.  UNDERTAKINGS.                                                         

 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the small business issuer pursuant to the foregoing provisions, or otherwise,   
the small business issuer has been advised that in the opinion of the           
Securities and Exchange Commission such indemnification is against public       
policy as expressed in the Act and is, therefore, unenforceable.                
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or    
paid by a director, officer or controlling person of the small business issuer  
in the successful defense of any action, suit or proceeding) is asserted by     
such director, officer or controlling person in connection with the securities  
being registered, the small business issuer will, unless in the opinion of its  
counsel the matter has been settled by controlling precedent, submit to a       
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court of appropriate jurisdiction the question whether such indemnification by  
it is against public policy as expressed in the Act and will be governed by     
the final adjudication of such issue.                                           

The undersigned small business issuer will:                           

  (1)     File, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to:                   

 (I)Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                                         

  (ii)Reflect in the prospectus any facts or events which, individually or
in the aggregate, represent a fundamental change in the information set forth   
in the registration statement; and                                              

(iii)Include any additional or changed material information on the plan of      
distribution.                                                                   

(2)     For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities      
offered,  and the offering of securities at that time to be the initial bona    
fide offering.                                                                  

 (3)     File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.                
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SIGNATURES      

Pursuant to the requirements of the Securities Act of 1933, the       
Registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements for filing on Form SB-2, and authorized this            
Registration Statement to be signed on its behalf by the undersigned thereunto  
duly authorized, in the City of Chanute, State of Kansas, on the 8th day of     
September, 1997.                                                                

      INFINITY, INC.

             By/s/ Stanton E. Ross
                      Stanton E. Ross, President

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

 SIGNATURE                  TITLE                   DATE

/s/ Stanton E. Ross               President, Treasurer   September 8, 1997      
Stanton E. Ross                   Principal Financial                           
         Officer) and Director

/s/ Don W. Appleby                Director               September 8, 1997      
Don W. Appleby                                                                  

/s/ John C. Garrison              Secretary (Principal   September 8, 1997      
John C. Garrison                  Accounting Officer)                           
and Director

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		8/1/01		39		62
		1/6/01		29
		9/30/98		3		41			10QSB
		6/1/98		18		39
		3/31/98		20		59			10KSB40,  NT 10-K
		3/29/98		72
		2/15/98		60
		12/31/97		3		59			10QSB,  NT 10-Q
		12/15/97		20
		11/30/97		39		62
		9/30/97		62					10QSB,  NT 10-Q
		9/22/97		62
Filed on:		9/10/97		1		3
		9/8/97		4		78
		9/3/97		1
		7/31/97		24
		6/30/97		8		48			10-Q,  NT 10-Q
		6/17/97		13
		5/28/97		50		67
		5/22/97		50
		3/31/97		7		76			10-K,  NT 10-K
		12/31/96		13					10QSB
		9/30/96		13					10QSB
		6/30/96		13		48			10QSB
		4/1/96		22		58
		3/31/96		7		76
		1/1/96		19		37
		12/31/95		13
		10/24/95		34
		9/30/95		13
		6/30/95		13
		5/31/95		19		75
		5/25/95		75
		4/24/95		37		72
		3/31/95		21		32
		3/29/95		72
		6/29/94		13
		5/20/94		29
		3/31/94		16		75
		2/1/94		33
		1/21/94		16		75
		1/7/94		21		75
		1/1/94		16		48
		12/15/93		15		75
		11/30/93		22
		3/31/92		74		75
		3/10/92		15		74
		2/1/92		33
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