<PAGE>

As filed with the Securities and Exchange Commission on June 1, 2000.

                                                    Registration No. __________
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------
                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                 ---------------

                              2-INFINITY.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Colorado                                58-2230297
  (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
  INCORPORATION OR ORGANIZATION)

                       4828 Loop Central Drive, Suite 150
                              Houston, Texas 77081
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 ---------------
                        RESTRICTED STOCK AWARD AGREEMENTS
                            (FULL TITLE OF THE PLANS)
                                 ---------------

                                  MAJED JALALI
                             Chief Executive Officer
                       4828 Loop Central Drive, Suite 150
                              Houston, Texas 77081
                     (Name and address of agent for service)

                                 (713) 592-0371
          (Telephone number, including area code, of agent for service)
                                 ---------------
                                    COPY TO:
                              RICHARD S. ROTH, ESQ.
                              Jackson Walker L.L.P.
                           1100 Louisiana, Suite 4200
                              Houston, Texas 77002
                                 (713) 752-4200

       APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
        From time to time after this Registration Statement becomes effective.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
               Title of                      Amount          Proposed Maximum    Maximum Offering       Amount of
              Securities                      to be         Offering Price Per       Price(1)         Registration
           to be Registered                Registered           Share(1)                                  Fee(1)
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                  <C>                  <C>
Common Stock, no par value per share    4,440,000 shares          $0.36             $1,598,400           $320.00
=====================================================================================================================
</TABLE>

-----------------
(1)     Estimated solely for the purpose of calculating the registration fee.
        Pursuant to Rule 457(c) and 457(h), the offering price and registration
        fee are based on a price of $.36 per share, which price is an average
        of the high and low prices of the common stock on the NASDAQ
        Over-The-Counter Bulletin Board on May 30, 2000.

<PAGE>

                                EXPLANATORY NOTE


         2-Infinity.com, Inc. has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register certain shares of common stock, no
par value, for reoffers and resales of shares of common stock by employees and
consultants of 2-Infinity.com that constitute "restricted securities" (as
defined in Rule 144(a)(3) promulgated under the 1933 Act), as contemplated by
Instruction C to Form S-8 under the 1933 Act. The form of Reoffer Prospectus
is included herein immediately following this explanatory note, prepared in
accordance with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus
may be utilized for reofferings and resales of up to 4,440,000 shares of
common stock acquired by the selling shareholders.

<PAGE>

                                     PART I

                               REOFFER PROSPECTUS

                              2-INFINITY.COM, INC.
                       4828 LOOP CENTRAL DRIVE, SUITE 150
                              HOUSTON, TEXAS 77081
                                 (713) 592-0371

                        4,440,000 SHARES OF COMMON STOCK

         The selling shareholders pursuant to the Restricted Stock Award
Agreements may offer up to 4,440,000 shares of the common stock, no par value,
of 2-Infinity.com, Inc.

         The selling shareholders may sell their shares of common stock after
delivery of this prospectus to purchasers, from time to time, at the
prevailing market price as listed on the NASDAQ OTC Bulletin Board under the
symbol "TWIC." 2-Infinity.com will not receive proceeds from the secondary
offering and sale of the shares of common stock. 2-Infinity.com is paying for
the expenses incurred in registering the shares of common stock.

         The shares are "restricted securities" under the Securities Act of
1933 (the "1933 Act") before their sale under the Reoffer Prospectus. The
Reoffer Prospectus has been prepared for the purpose of registering the shares
under the 1933 Act to allow for future sales by the selling shareholders to
the public without restriction. To the knowledge of the 2-Infinity.com, Inc.,
the selling shareholders have no arrangement with any brokerage firm for the
sale of the shares. The selling shareholders may be deemed to be an
"underwriter" within the meaning of the 1933 Act. Any commissions received by
a broker or dealer in connection with resales of the shares may be deemed to
be underwriting commissions or discounts under the 1933 Act.

                              --------------------

         This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 5.

         THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              --------------------
                                  June 1, 2000

<PAGE>

                                TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION............................2
INCORPORATED DOCUMENTS.........................................2
RISK FACTORS...................................................3
THE COMPANY....................................................9
USE OF PROCEEDS...............................................17
SELLING SHAREHOLDERS..........................................17
PLAN OF DISTRIBUTION..........................................18
LEGAL MATTERS.................................................19
EXPERTS.......................................................19


                              --------------------

         You should only rely on the information incorporated by reference or
provided in this Reoffer Prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this Reoffer Prospectus or any supplement is
accurate as of any date other than the date on the front of this Reoffer
Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

         2-Infinity.com is required to file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC") as required by the Securities Exchange Act of
1934, as amended (the "1934 Act"). You may read and copy any reports,
statements or other information we file at the SEC's Public Reference Rooms at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

         The SEC allows 2-Infinity.com to "incorporate by reference"
information into this Reoffer Prospectus, which means that 2-Infinity.com can
disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is
deemed to be part of this Reoffer Prospectus, except for any information
superseded by information in this Reoffer Prospectus.

         2-Infinity.com's Current Reports on Form 8-K, dated January 18, 2000,
April 12, 2000 and May 5, 2000, Annual Report on Form 10-KSB for the year
ended December 31, 1999 and Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2000 are incorporated herein by reference.


                                       2

<PAGE>

In addition, all documents filed or subsequently filed by us under Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, before the termination of this
offering, are incorporated by reference.

         We will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any
or all documents incorporated by reference into this Reoffer Prospectus
(excluding exhibits unless the exhibits are specifically incorporated by
reference into the information the Reoffer Prospectus incorporates). Requests
should be directed to the Chief Financial Officer at our executive offices,
located at 4828 Loop Central Drive, Suite 150, Houston, Texas 77081.
2-Infinity.com's telephone number is (713) 838-8853.

                                  RISK FACTORS

         In this section we highlight some of the risks associated with our
business and operations. Prospective investors should carefully consider the
following risk factors when evaluating an investment in the common stock
offered by this Reoffer Prospectus.

RISKS RELATED TO OUR OIL AND GAS BUSINESS AS WELL AS OUR INTERNET AND
TECHNOLOGY BUSINESS

         YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT
PURPOSES BECAUSE OUR OIL AND GAS EXPLORATION AND INTERNET TECHNOLOGY
BUSINESSES HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME. We began in the oil
and gas exploration business in 1995, and our Internet and technology
subsidiaries have been in operation since early 1999. As a result, we have
only a limited operating history upon which you may evaluate our business and
prospects. In addition, you must consider our prospects in light of the risks
and uncertainties encountered by companies in an early stage of development in
new and rapidly evolving markets.

         YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO
BECOME PROFITABLE. We have incurred losses in our business operation since
inception. We expect to continue to lose money for the foreseeable future, and
we cannot be certain when we will become profitable, if at all. Failure to
achieve and maintain profitability may adversely affect the market price of
our common stock.

         WE ARE PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES
INVESTMENT IN OUR SECURITIES HIGHLY RISKY. Our financial statements include an
auditor's report containing a modification regarding an uncertainty about our
ability to continue as a going concern. Our financial statements also include
a shareholders' deficit of $8,482,502 as of December 31, 1999 and other
indications of weakness in our present financial position. We have been
operating primarily through the issuance of our common stock for services by
entities, including affiliates, that we could not afford to pay in cash. We
are consequently deemed by state securities regulators to presently be in
unsound financial condition. No person should purchase shares in this offering
unless they can afford to lose their entire investment.

         OUR BUSINESS DEPENDS ON A FEW KEY INDIVIDUALS AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL. Our


                                       3

<PAGE>

future success depends in large part on the skills, experience and efforts of
our key marketing and management personnel. The loss of the continued services
of any of these individuals could have a very significant negative effect on
our business. In particular, we rely upon the experience of Majed Jalali and
Patrick Cody Morgan, our chief executive officer and vice president/secretary,
respectively. We do not currently maintain a policy of key man life insurance
on any of our employees or management team.

         OUR BUSINESS PLAN REQUIRES ADDITIONAL PERSONNEL AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL. Qualified
personnel are in great demand throughout the software and Internet start-up
industries. Our success depends in large part upon our ability to attract,
train, motivate and retain highly skilled sales and marketing personnel, web
designers, software engineers and other senior personnel. Our failure to
attract and retain the highly trained technical personnel that are integral to
our direct sales, product development, service and support teams may limit the
rate at which we can generate sales and develop new products and services or
product and service enhancements. This could hurt our business, operating
results and financial condition.

         OUR TECHNOLOGY BUSINESSES OWN PROPRIETARY TECHNOLOGY AND OUR SUCCESS
DEPENDS ON OUR ABILITY TO PROTECT THAT TECHNOLOGY. The unauthorized
reproduction or other misappropriation of our proprietary technology could
enable third parties to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results
and financial condition. We have relied primarily on the use of trade secrets
to protect our proprietary technology, which may be inadequate. We do not know
whether we will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in
Internet-related industries are uncertain and still evolving. Moreover, the
laws of some foreign countries are uncertain and may not protect intellectual
property rights to the same extent as the laws of the United States. If we
resort to legal proceedings to enforce our intellectual property rights, the
proceedings could be burdensome and expensive and could involve a high degree
of risk.

         WE WILL INCUR SIGNIFICANT EXPENSES IF OTHER COMPANIES CLAIM WE HAVE
INFRINGED ON THEIR PROPRIETARY RIGHTS. Although we attempt to avoid infringing
known proprietary rights of third parties, we are subject to the risk of
claims alleging infringement of third-party proprietary rights. If we were to
discover that any of our products violated third-party proprietary rights,
there can be no assurance that we would be able to obtain licenses on
commercially reasonable terms to continue offering the product without
substantial reengineering or that any effort to undertake such reengineering
would be successful. We do not conduct comprehensive searches to determine
whether the technology used in our products infringes patents, trademarks,
tradenames or other protections held by third parties. In addition, product
development is inherently uncertain in a rapidly evolving technological
environment in which there may be numerous patent applications pending, many
of which are confidential when filed, with regard to similar technologies. Any
claim of infringement could cause us to incur substantial costs defending
against the claim, even if the claim is invalid, and could distract our
management from our business. Furthermore, a party making such a claim could
secure a judgment that requires us to pay substantial damages. A judgment
could also include an injunction or other court order that could


                                       4

<PAGE>

prevent us from selling our products. Any of these events could have a
material adverse effect on our business, operating results and financial
condition.

         IF WE ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY
NOT BE ABLE TO STAY IN BUSINESS. Currently, our capital is insufficient to
conduct our business and if we are unable to obtain needed financing, we will
be unable to promote our products and services, engage in and exploit
potential business opportunities and otherwise maintain our competitive
position. Since we intend to grow our business rapidly, it is certain that we
will require additional capital. We have not thoroughly investigated whether
this capital would be available, who would provide it, and on what terms. If
we are unable to raise the capital required to fund our growth, on acceptable
terms, our business may be seriously harmed or even terminated.

         WE MAY NOT HAVE SUFFICIENT CUSTOMER INTEREST IN OUR INTERNET
BUSINESSES TO MAKE MONEY. If the market for the services offered by
2-Infinity.com, Inc. and AirNexus, Inc. do not grow at a significant rate, our
business, operating results and financial condition will be negatively
affected. Our Internet-related services are a relatively new concept. Future
demand for recently introduced technologies is highly uncertain, and therefore
we cannot guaranty that our business will grow as we expect.

         OUR INTERNET BUSINESSES ARE IN HIGHLY COMPETITIVE INDUSTRIES, AND
THUS THERE MAY NOT BE ENOUGH DEMAND FOR OUR PRODUCTS OR SERVICES FOR US TO
MAKE MONEY. There are numerous competitors offering the services of
2-Infinity.com, Inc. and AirNexus, Inc. Many of our current and potential
competitors have longer operating histories, larger customer bases, greater
brand recognition and significantly greater financial, marketing and other
resources than we do and may enter into strategic or commercial relationships
with larger, more established and well-financed companies. Some of our
competitors may be able to enter into such strategic or commercial
relationships on more favorable terms. In addition, new technologies and the
expansion of existing technologies may increase competitive pressures on us.
Increased competition may result in reduced operating margins and loss of
market share.

         REVENUES FROM OUR INTERNET BUSINESSES WILL BE LESS LIKELY TO DEVELOP
IF THE INTERNET DOES NOT REMAIN A VIABLE COMMERCIAL MARKETPLACE. Our ability
to generate revenues is substantially dependent upon continued growth in the
use of the Internet and the infrastructure for providing Internet access and
carrying Internet traffic. We don't know if the necessary infrastructure or
complementary products will be developed or that the Internet will prove to be
a viable commercial marketplace. To the extent that the Internet continues to
experience significant growth in the level of use and the number of users, we
cannot guaranty that the infrastructure will continue to be able to support
the demands placed upon it by such potential growth. In addition, delays in
the development or adoption of new standards or protocols required to handle
levels of Internet activity, or increased governmental regulation may restrict
the growth of the Internet. If the necessary infrastructure or complementary
products and services are not developed or if the Internet does not become a
viable commercial marketplace, our business, operating results and financial
condition would be negatively affected.

         WE MAY INCUR A LOSS OF REVENUES AND SIGNIFICANT COSTS IF WE CANNOT
MAINTAIN THE SECURITY OF OUR INTERNET PRODUCTS AND SERVICES.


                                       5

<PAGE>

Internet companies rely on encryption and authentication technology to provide
the security and authentication necessary to effect secure transmission of
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography or other
developments will not result in a compromise or breach of the algorithms used
by companies to protect consumer's transaction data. If any such compromise of
this security were to occur, it could have a material adverse effect on our
potential clients, business, prospects, financial condition and results of
operations. A party who is able to circumvent security measures could
misappropriate proprietary information or cause interruptions in operations.
We may be required to expend significant capital and other resources to
protect against such security breaches or to alleviate problems caused by such
breaches. Concerns over the security of transactions conducted on the Internet
and the privacy of users may also hinder the growth of online services
generally. To the extent that our activities or third-party contractors
involve the storage and transmission of proprietary information, such as
credit card numbers, or personal data information, security breaches could
damage our reputation and expose us to a risk of loss or litigation and
possible liability. We cannot be sure that our security measures will not
prevent security breaches or that failure to prevent such security breaches
will not have a material adverse effect on our business.

RISKS RELATED TO OUR OIL AND GAS EXPLORATION BUSINESS

         IF LOCAL OPERATORS DO NOT EFFECTIVELY MANAGE OUR PROPERTIES, WE MAY
SUFFER A LOSS OF REVENUES OR SIGNIFICANT ADDITIONAL EXPENSES. None of our oil
and gas properties are operated by us. As a result, we have limited control
over the manner in which operations are conducted on such properties,
including the safety and environmental standards. Under the terms of the
operating agreements governing operations on the properties in which we have
an interest, we do not have any measurable influence or control over the
nature and timing of exploration and development activities. As a result, the
operators of such properties could undertake exploration or development
projects at a time when we and our joint partners do not have the funds
required to finance our share of the costs of such projects. In such event, in
accordance with the operating agreements relating to properties in which we
have an interest, the other parties to such agreements who fund their share of
the cost of such a project are generally entitled to receive all cash flow
from such project, subject to rights of third-party royalty or other interest
owners, until they have recovered a multiple of the costs of such project
prior to our receipt of any production or revenues from such project or, in
the event drilling is necessary to maintain leasehold interests, we may be
required to forfeit our interests in such projects. Conversely, the operators
of such properties could refuse to initiate exploration or development
projects, in which case we would be required to propose such activities and
may be required to proceed with such activities at much higher levels of
participation than expected and without receiving any funding from the other
interest owners or the operators may initiate exploration or development
projects on a slower schedule than we prefer. Any of these events could have a
significant effect on our anticipated exploration and development activities
and financing thereof.

         OUR REVENUES AND PROFITABILITY WILL BE NEGATIVELY AFFECTED IF THERE
ARE OPERATIONAL ACCIDENTS OR OTHER UNFORSEEN LIABILITIES. Our operations are
subject to risks inherent in the oil and gas industry, such as blowouts,
cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires,
pollution and other environmental risks. These risks could result in
substantial losses to us due to injury and loss of life, severe damage


                                       6

<PAGE>

to and destruction of property and equipment, pollution and other
environmental damage and suspension of operations. In accordance with
customary industry practice, we are not fully insured against all risks
incident to its business. Because of the nature of industry hazards, it is
possible that liabilities for pollution and other damages arising from a major
occurrence could exceed insurance coverage or policy limits. Any such
liabilities could have a materially adverse effect on our operations and
profitability.

         IF GOVERNMENTAL REGULATIONS CHANGE, WE MAY INCUR SUBSTANTIAL
INCREASED EXPENSES. Our oil and gas business is subject to a number of
federal, state and local laws and regulations relating to the exploration for
and development and production of oil and gas, as well as environmental and
safety matters. Such laws and regulations have generally become more stringent
in recent years, often imposing greater liability on a larger number of
potentially responsible parties. Because the requirements imposed by such laws
and regulations are frequently changed, we are unable to predict the ultimate
cost of compliance with such requirements and their effect on us.

RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF OUR STOCK.

         OUR BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITHOUT SHAREHOLDER
CONSENT AND DILUTE OR OTHERWISE SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS. Our articles of incorporation provide that preferred stock may
be issued from time to time in one or more series. Our board of directors is
authorized to determine the rights, preferences, privileges and restrictions
granted to and imposed upon any wholly unissued series of preferred stock and
the designation of any such shares, without any vote or action by our
shareholders. The board of directors may authorize and issue preferred stock
with voting power or other rights that could adversely affect the voting power
or other rights of the holders of common stock. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control, because the terms of preferred stock that might be issued
could potentially prohibit the consummation of any merger, reorganization,
sale of substantially all of its assets, liquidation or other extraordinary
corporate transaction without the approval of the holders of the outstanding
shares of the preferred stock. We will not offer preferred stock to promoters
except on the same terms as it is offered to all other existing shareholders
or to new shareholder or unless the issuance is approved by a majority of our
independent directors who do not have an interest in the transactions and who
have access, at our expense, to our legal counsel or independent legal counsel.

         YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT
REDUCED PRICES, BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE. Our
stock is presently trading on the Over-The-Counter Bulletin Board maintained
by NASDAQ under the symbol TWIC. Nevertheless, there has been limited volume
in trading in the public market for the common stock, and there can be no
assurance that a more active trading market will develop or be sustained. The
market price of the shares of common stock is likely to be highly volatile and
may be significantly affected by factors such as fluctuations in our operating
results, announcements of technological innovations or new products and/or
services by us or our competitors, governmental regulatory action,
developments with respect to patents or proprietary rights and general market
conditions.


                                       7

<PAGE>

         YOU MAY NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK
RULES. The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection
with trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issued by an issuer that has

         -       net tangible assets of at least $2,000,000, if such issuer has
                 been in continuous operation for three years.

         -       net tangible assets of at least $5,000,000, if such issuer has
                 been in continuous operation for less than three years, or

         -       average annual revenue of at least $6,000,000, if such issuer
                 has been in continuous operation for less than three years.

Unless an exception is available, the regulations require the delivery, prior
to any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the risks associated therewith.

         FORWARD LOOKING STATEMENTS. Except for historical information, the
discussion in this registration statement contains some forward-looking
statements that involve risks and uncertainties. These statements may refer to
our future plans, objectives, expectations and intentions. These statements
may be identified by the use of the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ
materially from those anticipated in such forward-looking statements.

                                   THE COMPANY

COMPANY OVERVIEW

         2-Infinity.com's primary business is involved in the technology
sectors of Internet access and voice and data product sales and services. Our
secondary business, which we have been involved in since 1995, is oil and gas
exploration and operations. In April 2000, we approved a plan to dispose of
all our oil and gas assets and, if necessary, plug and abandon all
non-producing wells that cannot be sold.

         In May and June 1999, we acquired two entities that provided the
entrance into the technology sector. Our subsidiary, 2-Infinity.com, Inc., a
Texas corporation ("2-Infinity-Texas"), is a provider of digital bundled
services to the commercial and residential market. Current services include
digital subscriber line (DSL), voice-over Internet protocol (IP), virtual
private networking (VPN) and real private networking (RPN). Digital cable and
RPN are projected for release in the 3rd quarter of 2000. A predecessor
business that has been merged into 2-Infinity.com.-Texas, AirNexus, Inc., is a
retail provider of commercial voice and data products and services with an
emphasis on LAN based telephony solutions.


                                       8

<PAGE>

         2-Infinity-Texas, as a result of this merger, now possesses a direct
sales force to market digital bundled services to commercial building tenants.
2-Infinity and AirNexus merged on January 27, 2000 and formed the "2-I Voice
Solutions" division to continue the business formerly conducted by AirNexus.

         Our subsidiary, Lakota Oil and Gas, Inc., has historically invested
in oil and gas exploration projects with joint partners.

HISTORICAL BUSINESS AND EVOLUTION OF THE BUSINESS STRATEGY

         On November 14, 1995, Lakota Energy, Inc. ("Lakota Energy") was
formed in the State of Colorado for the purpose of engaging in oil and gas
exploration and operations. On November 6, 1996, Lakota Energy was merged with
and into Chancellor Trading Group, Inc., a Colorado corporation. As part of
the merger agreement, Chancellor issued 9,187,500 shares to the shareholders
of Lakota Energy in exchange for 4,593,750 shares of Lakota Energy common
stock and an additional 118,000 shares were issued to third parties who
assisted in closing the transaction. Chancellor was a publicly traded
corporation and had no significant operations prior to the merger with the
company. Immediately following the merger, the shareholders of Chancellor
approved the name change to Lakota Energy, Inc.

         Historically, the strategic plan of the company was to participate in
oil and gas exploration projects that have been developed by other successful,
well-financed companies. The company narrowed its interest to projects in
certain confined geological areas, primarily in Texas and Louisiana, since
they were able to work with consultants that were familiar with the nuances of
these geological provinces. However, as a result of continued losses from
these ventures, we decided to diversify into other markets, primarily
technology and the Internet.

         On August 4, 1999, we changed its name to Lakota Technologies, Inc.
to further promote its new diversified strategies.

         On May 28, 1999, the company acquired all of the outstanding stock of
2-Infinity-Texas. As consideration for the acquisition, the company issued
3,000,000 shares of its common stock to Majed Jalali, the sole shareholder of
2-Infinity-Texas. The acquisition of 2-Infinity-Texas triggered the beginning
of the company's desire to diversify into the technology and Internet markets.
2-Infinity-Texas offers digital bundled services, focusing on the Texas market
during the next 12 months, and with plans to expand into six additional
markets in the near future.

         On June 8, 1999, we acquired Voice Design, Inc., a Texas corporation
which later changed its name to AirNexus, Inc. ("AirNexus"). As consideration
for the acquisition, the company issued 3,000,000 shares of its common stock
and $60,000 cash to the owners of AirNexus. This acquisition of a
Houston-based provider of business telephone and voice mail systems furthered
the business strategy to diversify into technology and Internet markets. We
also resell equipment manufactured by third parties, such as 3Com, Panasonic
and Estech Systems, Inc. through our 2-I Voice Solutions division. Currently,
2-I Voice Solutions has approximately 130 customers.


                                       9

<PAGE>

         On June 9, 1999, the company organized a wholly owned Texas
corporation named Lakota Oil and Gas, Inc. ("Lakota Oil"). Subsequently, on
June 14, 1999, we transferred our interest in two oil exploration projects,
which constituted all of our oil and gas related assets at the time, to Lakota
Oil. The purpose of forming Lakota Oil was to organize the oil and gas related
business into one operating subsidiary, separate and distinct from the other
operating subsidiaries, in order to more accurately reflect the diversified
operations.

         On January 18, 2000, we entered into an agreement with the majority
shareholders of AGM, Inc., a Nevada corporation ("AGM"), pursuant to which we
issued 2,200,000 shares of common stock to acquire 100% of AGM. We acquired
AGM in order to become a reporting company with the SEC. As part of the
acquisition, we elected to have successor issuer status under Rule 12g-3 of
the Securities Exchange Act of 1934, to be a SEC reporting entity.

         On January 27, 2000, AirNexus and 2-Infinity-Texas merged, with
2-Infinity-Texas being the surviving corporation. Although the merger is
expected to result in a reduced amount of overhead expenses, it is not
expected to have a material effect on operations. The voice and data products
and services originally sold by AirNexus now constitute our 2-I Voice
Solutions division.

         On April 12, 2000, the company changed its name from Lakota
Technologies, Inc. to 2-Infinity.com, Inc. to further promote its focus on its
telecommunications business.

INDUSTRY OVERVIEW

         The DSL industry is still in its infancy. Industry analysts estimate
that there are less than one million DSL subscribers nationwide. Projections
estimate an approximate 180 percent growth rate by the end of year 2000. The
Telecommunications Act of 1996 and the demand for a cost-effective solution
for high-speed dedicated access have spawned a new breed of Competitive Local
Exchange Carriers (CLECs). These new facility-based providers known as data
CLECs are leveraging DSL to obtain market share and increase margins.
Companies such as Covad, Rhythms and Northpoint have deployed DSL networks in
more than 25 major US cities. As a result, traditional local Internet service
providers have forged agreements to resell DSL services in an attempt to
increase margins and curtail the high rate of churn amongst existing dial-up
customers.

         We anticipate the market for new DSL technologies will increase. We
believe the amount of data business and residential customers pass across the
Internet will be a major growth factor. Another is the recent surge in
telecommuters who demand broadband access to support desktop voice, data and
video applications. An effect of the 1996 Telecommunications Act has been an
increase of companies ready to deliver services to this market. Incumbent
local exchange carriers (ILECs), interexchange carriers (IXCs), Internet
service providers (ISPs), CLECs, and satellite and cable companies have
restructured to meet the demand. The need for affordable broadband
transmission rates, and a competitive telecom service environment all
contribute to making DSL attractive. DSL will dramatically increase the speed
of copper wire-based transmission systems without a major overhaul to the
existing telephone infrastructure. New DSL services are in the process of
development that will require lower capital requirements and generate a higher
return on investment.


                                      10

<PAGE>

         The recent trend of converging voice and data is reshaping the
telecom industry. National and local telephone equipment resellers have seen
the demand for integrated systems continue to grow. Traditional voice solution
providers have been slow to incorporate the newer technology into their
product lines. Data value added resellers (VARs) and network integrators have
historically remained isolated from voice services. With the introduction of
Voice over IP and Computer Telephony, network integrators have been drawn into
the demand to provide integrated applications. Today's voice solution
providers are required to be versed in network topology and telephone
application programming interface (TAPI).

         Tomorrow's business phone systems will integrate with PCs and
networks and provide the highest level of integration between voice and data.
Manufacturers such as 3COM, Cisco, Nortel and AT&T have already unveiled their
versions of integrated solutions. Today's businesses have the ability to route
voice traffic across multiple broadband technologies. The corporate intranet
must be robust enough to support the bandwidth requirements of integrated
business phone systems.

         The demand for LAN based business phone systems will continue to
generate phenomenal growth in the telecom industry. Resellers are now able to
offer organizations with multiple locations a true voice and data intranet for
a minimum monthly expense. As the cost of expensive leased network lines
continues to drop, small businesses are able to take advantage of technology
and compete at higher levels.

THE MARKET

High Speed Internet Access

         We have entered into a Channel Partners Agreement with Tut Systems,
Inc. ("Tut"), which gives us the non-exclusive right to sell Tut's products.
Under the terms of that agreement, we have the right to purchase Tut's
products at prices according to regularly published price lists from Tut
Systems and re-sell them to their customers. There are no limits on the
re-sale prices we may charge on the products. The agreement is automatically
renewed for successive one year terms, but can be terminated by either party
on 90 days notice or by Tut if we fail to purchase a minimum of $1,000,000 in
products per year.

         Tut's is in the business of delivering plug-and-play network
solutions across standard telephone lines. Tut's products deliver high-speed
data over normal telephone wires using their FastCopper (tm) technology. Tut's
products are easy to install and use, providing customers with a dedicated
connection 24 hours a day, while still allowing full use of the telephone line
for voice use. More importantly, Tut's products require no additional wiring
or modifications to the telephone lines. Through the Channel Partners
Agreement, we can offer our clients Tut's-enhanced Internet access at what we
believe to be a very reasonable price.

         We will market the Tut's products through existing contacts and
personal introductions, and is seeking to enter into agreements with the
owners and managers of multi-dwelling units, such as commercial properties,
apartment complexes, hotels, high rise apartment buildings, and residential
developers to become the Internet service provider for the entire developments.


                                      11

<PAGE>

         We offer our digital bundled services in two different packages. The
first option allows the subscriber to rent equipment monthly on a low
cost-per-unit basis. The second option allows the subscriber to purchase the
equipment. In addition to the basic high speed Internet access, subscribers can
purchase services including:

         -       Local dial tone
         -       Voice over IP
         -       Creation of web sites

Voice and Data Products and Services

         Our 2-I Voice Solutions division continues to market the 3COM NBX 100
LAN based business phone system. INTERNET TELEPHONY magazine deemed the NBX
100 communications system one of the "Products of the Year." In November 11,
1999, PC MAGAZINE awarded the NBX 100 communications system with the "1999
Technical Excellence Award." Because the NBX 100 uses standard network cabling
to support voice traffic, it affords businesses the ability to consolidate
voice, video and data on one single cable. We believe the NBX100 permits
computers, telephone networks and the Internet to be integrated in a more
functional manner.

         Under the terms of an agreement between us and 3COM, we have the
non-exclusive rights to license and distribute specific 3COM products in
Houston, Texas and surrounding areas. 3COM may terminate the agreement under
certain circumstances, including after our breach of the agreement or our
failure to purchase a minimum of $200,000 of product per year.

         The target market for our 2-I Voice Solutions division are businesses
between 20-100 employees. This sector of the market typically does not have a
systems manager or network administrator on staff and requires outsourcing of
the expertise to maintain these services. A high percentage of these companies
have a network in place and are receptive to new advancements and technology.
We intend to provide this sector with a convenient and easily acceptable
avenue to outsource voice, data and Internet services by utilizing our product
line and by continually seeking business solutions the customer desires.

         We obtain leads for potential customers in the following ways:

         -       Manufacturers provide leads from their customers;
         -       Internal sales force;
         -       Outside telemarketers are utilized;
         -       Referrals from existing customers;
         -       Marketing lists are purchased;
         -       Yellow Pages advertising; and
         -       Print advertising.

         All leads are given to individual account managers to follow-up with
each customer. Once a customer has agreed to purchase the equipment and
services, our 2-I Voice Solutions division does the installation and provides
all the follow-up customer support.


                                      12

<PAGE>

         We have designed the following strategy intended to make our 2-I
Voice Solutions division a leader in the telephone marketplace:

         -       Market product lines which give clients the latest features
                 at a discount over competing systems.

         -       Focus on LAN based business phone systems
         -       Build an interactive demonstration room that provides
                 potential clients a hands-on approach to the products and
                 services.

Oil and Gas Exploration Projects and Operations

         On April 18, 2000, we approved a plan to sell all remaining assets
relating to the oil and gas exploration projects and, where necessary, to plug
and abandon all other non-producing wells that cannot be sold. We have
contacted three entities to sell our interest in the Union Central Life
Insurance Co. Well No. 1, and all other non-producing wells are to be plugged
and abandoned. We expect to complete this process by June 30, 2000. We have
recorded a provision for estimated losses to be incurred on the sale and
disposal of the assets of $31,000. The amounts we will ultimately realize, if
any, could differ from the amounts assumed in arriving at the loss anticipated
on disposal of the oil and gas assets.

         We invested in the South Halter Island Prospect, located in St. Mary
and Tennebonne Parishes, Louisiana, in which the company is under contract
with Panaco, Inc., York Resources, Inc., Janivo Realty, Inc., and Carson
Energy, Inc., which entitles us to a 7.5% working interest and a 75% net
revenue interest in a specific oil well. Our initial investment into the
project was $24,000, plus an additional $163,748, which represented the
company's share of the operating expenses. On July 27, 1999, this well was
plugged and abandoned. We accrued an additional $17,772 at December 31, 1999
for our portion of the costs to complete the plug and abandonment of the well.

         We invested in the Union Central Life Insurance Co. Well No. 1,
located in Colorado County, Texas, in which we contracted with Everest
Minerals Corporation and Cummins & Walker Oil Company, Inc. We own a 20%
working interest and a 75% net revenue interest in this oil well. Our initial
investment into the project was $57,225, plus an additional $36,649, which
represented our share of the operating expenses. Development of this well is
currently ongoing.

         We invested in the VUA: Bernard #1 Well, located in Lafayette Parish,
Louisiana, and own a 100% working interest and a 73.74% net revenue interest
in this oil well. Our initial investment in this project was, $35,000, plus an
additional $55,112, which represented the operating and work-over expenses. We
received $8,765 for our portion of the revenue from production in 1999.
Production on the well has ceased and we plan to plug and abandon the well in
2000.

COMPETITION

         The markets in which we operate are highly competitive and we believe
that competition is increasing. We may not be able to compete in those markets
effectively, especially against


                                      13

<PAGE>

established industry leaders competitors with greater marketplace presence and
financial resources. The competitive environments for our different sectors
are as follows:

Internet Access and Voice and Data Product Sector

         Presently, there are no direct competitors in the Houston, Texas
market to our approach to digital bundled services. However, there are many
competitors offering DSL services in the Houston, Texas market and elsewhere.
For instance, two of our competitors outside the Houston, Texas market would
include CAIS Internet, Inc. and LMKI, Inc. Additionally, we compete with many
other companies offering alternative forms of Internet access, such as coaxial
cable, wireless facilities and fiber optic cable. Lastly, we also compete with
smaller, regional Internet service providers and cable companies that operate
in the same geographical areas that we serve. The lack of substantial barriers
to entry into the Internet services market will likely result in additional
competition. There can be no assurance that the public will accept, on a
widespread basis, our products and services over the available alternatives.
Likewise, it is not certain that we will be able to compete in our current
marketplace against some of our competitors who are larger, well-financed, and
currently hold stronger market positions.

Oil and Gas Exploration Sector

         All phases of the oil and gas industry are highly competitive. Our
competitors include major oil and gas companies, as well as numerous other
independent oil and gas concerns and individual producers and operators. Many
of these competitors have financial and other resources that are substantially
greater than those available to us. Oil and gas producers also compete with
other industries that supply energy and fuel.

GOVERNMENT REGULATIONS

Internet Access and Voice and Data Product Sector

         As an Internet service provider, we are not currently subject to
direct regulation by the Federal Communications Commission ("FCC").
Nevertheless, Internet-related regulatory policies are continuing to develop
and vigorous public debates regarding the costs and benefits of regulating the
Internet have emerged in federal, state and local legislative, executive and
regulatory agency forums. It is possible that we could be exposed to
regulation in the future. For example, the FCC has stated its intention to
consider whether to regulate voice and fax telephony services provided over
the Internet as "telecommunications" even though Internet access itself would
not be regulated; and the FCC recently initiated a Notice of Inquiry to
examine this issue. The FCC is also considering whether such Internet-based
telephone service should be subject to universal service support obligations,
or pay carrier access charges on the same basis as traditional
telecommunications companies.

         A decision by Congress or the FCC to regulate Internet telephony or
Internet access services may limit the growth of the Internet, increase our
cost of doing business or increase our legal exposure, any of which could
cause our revenues to decrease.


                                      14

<PAGE>

         We also face government regulation regarding the content and
communications provided by third parties and carried over, or hosted on, our
facilities. For instance, we are obligated to comply with the requirements of
the Digital Millennium Copyright Act concerning responses to claims of
copyright infringement. We also are required to comply with state and federal
privacy requirements, including the Electronic Communications Privacy Act
("ECPA") and the Children's Online Privacy Protection Act ("COPPA"). The ECPA
imposes limitations on the interception, disclosure and use of communications
transmitted over and stored on our facilities. COPPA, and the Federal Trade
Commission rules implementing that statute, requires us to safeguard personal
information that we know to be transmitted to our web site by children under
13.

         We also are subject to federal and state laws that regulate the
advertising and sale of certain products and services over the Internet. In
addition to existing statutes of this kind, such as state statutes that
prohibit advertisement of gambling, a number of bills are pending in the
Congress and state legislatures that would prohibit or regulate particular
marketing practices (such as the transmission of unsolicited commercial email)
or the advertisement or sale of certain goods and services.

Oil and Gas Exploration Sector

         The oil and gas industry is extensively regulated by federal, state
and local authorities. Legislation affecting the oil and gas industry is under
constant review for amendment or expansion. Numerous departments and agencies,
both federal and state, have issued rules and regulations binding on the oil
and gas industry and its individual members, some of which carry substantial
penalties for the failure to comply. Because these laws and regulations are
frequently amended, reinterpreted or expanded, we are unable to predict the
future cost or impact of complying with such laws and regulations.

         The production of oil and gas in Texas is regulated by The Texas
Railroad Commission, and in Louisiana, by The Louisiana Department of Natural
Resources. Both agencies have enacted various levels of regulations governing
various actions in the oil and gas industry, such as requiring permits for the
drilling of wells, maintaining bonding requirements in order to drill or
operate wells, regulating the location of wells, the method of drilling and
casing wells, the surface use and restoration of properties upon which wells
are drilling and the plugging and abandonment of wells.

         Our operations are also subject to various conservation laws and
regulations. These include the regulation of the size of drilling and spacing
units or proration units and the density of wells which may be drilled and
unitization or pooling of oil and gas properties. In addition, conservation
laws establish maximum rates of production requirements regarding the
ratability of production.

         Our oil and gas operations are subject to extensive federal, state
and local laws and regulations dealing with environmental protection,
including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), also known as "Superfund," and
similar state statutes. Failure to comply with these laws and regulations may
result in the assessment of administrative, civil, or criminal penalties.


                                      15

<PAGE>

         Our onshore operations are subject to numerous laws and regulations
controlling the discharge of materials into the environment or otherwise
relating to the protection of the environment. These laws and regulations,
among other things, may: impose absolute liability on the lessee under a lease
for the cost of clean-up of pollution resulting from a lessee's operations;
subject the lessee to liability for pollution damages; require suspension or
cessation of operations in affected areas; and impose restrictions on the
injection of liquids into subsurface aquifers that may contaminate
groundwater. Persons who are or were responsible for releases of hazardous
substances under CERCLA may be subject to joint and several liability for the
remediation and clean-up costs and for damages to natural resources.

         Our oil and gas operations are also subject to the Clean Water Act
and the Clean Air Act, as amended, and comparable state statutes. Our
operations may generate or transport both hazardous and nonhazardous solid
wastes that are subject to the requirements of the Resource Conservation and
Recovery Act ("RCRA") and comparable state laws and regulations. In addition,
we currently own or lease, and have in the past owned or leased, properties
that have been used for oil and gas operations for many years. Although we
have utilized operating and disposal practices that were standard in the
industry at the time, hydrocarbons or other wastes may have been disposed of
or released on or under the properties owned or leased by us or on or under
other locations where such wastes have been taken for disposal. Many of these
properties have been operated by third parties whose operations were not under
our control. These properties and the wastes disposed thereon may be subject
to CERCLA, RCRA, and analogous state laws, and we could be required to remove
or remediate previously disposed wastes or property contamination or perform
remedial plugging operations to prevent future contamination.

EMPLOYEES

         As of April 12, 2000, the company had 28 full-time employees. None of
our employees is covered by any collective bargaining agreement. We believe
that our relations with our employees are good.

FACILITIES

         The company's principal executive offices are located at 4828 Loop
Central Drive, Suite 150, Houston, Texas 77081, which is occupied under a
lease ending October 31, 2007 for $18,318.07 per month. At the end of such
term, we believe that we can lease the same or comparable offices at
approximately the same monthly rate.

         AirNexus maintains executive offices located at 333 N. Sam Houston
Parkway East, Suite 870, Houston, Texas 77060, which they occupy under a lease
ending October 1, 2004 for $5,492.00 per month. The company is currently
involved in negotiations to sublease this space.

         Lakota Oil maintains executive offices located at 3303 FM 1960 West
Suite F, Houston, Texas 77068, which they occupy under a lease ending July 31,
2000 for $495.00 per month. At the end of such term the lease will be
terminated and all operations will move to the executive offices.


                                      16

<PAGE>

                                 USE OF PROCEEDS

         2-Infinity.com will not receive any of the proceeds from the sale of
shares of common stock by the selling shareholders.

                              SELLING SHAREHOLDERS

         The shares of the company to which this Reoffer Prospectus relates
are being registered for reoffers and resales by the selling shareholders, who
acquired the shares pursuant to compensatory benefit plans with 2-Infinity.com
for services they provided to 2-Infinity.com. The selling shareholders may
resell all, a portion or none of such shares from time to time.

         The table below sets forth with respect to the selling shareholders,
based upon information available to the company as of May 15, 2000 the number
of shares owned, the number of shares registered by this Reoffer Prospectus
and the number and percent of outstanding shares that will be owned after the
offering assuming the sale of all the shares.

<TABLE>
<CAPTION>
                           Number of Shares                                                   % of Shares Owned
        Selling              Owned Before        Number of Shares       Number of Shares       By Shareholder
     Shareholders              Offering             To be Sold        Owned After Offering     After Offering
     ------------              --------             ----------        --------------------     --------------
<S>                        <C>                   <C>                  <C>                     <C>

Majed Jalali                  4,500,000              1,500,000              3,000,000              4.724%

Patrick Cody Morgan           2,500,000              1,500,000              1,000,000              1.575%

Charlie Downey                1,400,000                400,000              1,000,000              1.575%

Jason Miller                    400,000                400,000                     __                  0%

David Bodie                     200,000                200,000                     __                  0%

Kelly Nispel                    100,000                100,000                     __                  0%

Ahmed Alumran                   100,000                100,000                     __                  0%

Andrea Gonzales                  50,000                 50,000                     __                  0%

Sherri Mercer                    50,000                 50,000                     __                  0%

Candus Morgan                 1,050,000                 50,000              1,000,000              1.575%

Nick Escobedo                    30,000                 30,000                     __                  0%

David Marron                     30,000                 30,000                     __                  0%

Mike Virata                      30,000                 30,000                     __                  0%
                             ----------             ----------             ----------            --------

         TOTAL               10,440,000              4,440,000              6,000,000              9.449%

</TABLE>
                              PLAN OF DISTRIBUTION

         The selling shareholders may sell the shares for value from time to
time under this Reoffer Prospectus in one or more transactions on the
Over-the-Counter Bulletin Board maintained by NASDAQ, or other exchange, in a
negotiated transaction or in a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. The selling shareholders may
effect such transactions by selling


                                      17

<PAGE>

the shares to or through brokers-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling shareholders and/or the purchasers of the shares for whom
such broker-dealers may act as agent (which compensation may be less than or
in excess of customary commissions).

         The selling shareholders and any broker-dealers that participate in
the distribution of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act, and any commissions received by them
and any profit on the resale of the shares sold by them may be deemed be
underwriting discounts and commissions under the 1933 Act. All selling and
other expenses incurred by the selling shareholders will be borne by the
selling shareholders.

         In addition to any shares sold hereunder, the selling shareholders
may, at the same time, sell any other shares of common stock, owned by him or
her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.

         There is no assurance that the selling shareholders will sell all or
any portion of the shares offered.

         The selling shareholders may not sell any shares being registered by
this registration statement, during any three month period, more than:

         -       one percent of the then outstanding shares of the company;

         -       the average weekly reported trading volume of the shares of
                 the common stock of the company on all national securities
                 exchanges and/or as reported through the automatic quotation
                 system of a registered securities association during the four
                 calendar weeks preceding the date of receipt of the order to
                 execute the transaction by the broker or the date of execution
                 of the transaction directly with a market maker; or

         -       the average weekly trading volume of the shares of the common
                 stock of the company reported through the consolidated
                 transaction reporting system during the same four week period
                 specified above.

         2-Infinity.com will pay all expenses in connection with this offering
and will not receive any proceeds from sales of any shares by the selling
shareholders.

                                  LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon
for the company by Holme Roberts & Owen LLP.

                                     EXPERTS

         The balance sheets as of December 31, 1999 and the statements of
operations, shareholders' equity and cash flows for the periods ended December
31, 1999 of 2-Infinity.com, Inc., have been


                                      18

<PAGE>

incorporated by reference in this Registration Statement in reliance on the
report of Jones, Jensen & Company, LLC, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
























                                      19

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission") by 2-Infinity.com, are incorporated
herein by reference and made a part hereof: (i) Current Reports on Form 8-K
dated January 18, 2000, April 12, 2000 and May 5, 2000; (ii) Annual Report on
Form 10-KSB, for the year ended December 31, 1999; and (iii) Quarterly Report
on Form 10-QSB of the quarter ended March 31, 2000.

         All documents filed by 2-Infinity.com pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Corporation Laws of the State of Colorado and 2-Infinity.com's
Bylaws provide for indemnification of 2-Infinity.com's Directors for
liabilities and expenses that they may incur in such capacities. In general,
Directors and Officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of 2-Infinity.com, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful. Furthermore, the personal liability of the Directors is limited
as provided in 2-Infinity.com's Articles of Incorporation.


                                     II-1

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The shares were issued for employment services rendered. These sales
were made in reliance of the exemption from the registration requirements of
the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale."

ITEM 8.  EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit
Number              Description of Exhibit
-------             ----------------------

3.1      Articles of Incorporation of Chancellor Trading Group, Inc. filed July
         14, 1995 (incorporated herein by reference to Exhibit 3.1 of
         2-Infinity.com's Registration Statement on Form S-8 (File No.
         333-95021), (the "Company's Form S-8").

3.2      Articles of Merger between Lakota Energy, Inc. and Chancellor Trading
         Group, Inc. filed December 27, 1996 (incorporated herein by reference
         to Exhibit 3.2 of the Company's Form S-8).

3.3      Articles of Amendment to the Articles of Incorporation of Lakota
         Energy, Inc. filed August 4, 1999 (incorporated herein by reference to
         Exhibit 3.3 of the Company's Form S-8).

3.4      Bylaws of Lakota Energy Inc.(incorporated herein by reference to
         Exhibit 3.4 of the Company's Form S-8).

3.5      Articles of Amendment to the Articles of Incorporation of Lakota
         Technologies, Inc. (incorporated by reference herein to Exhibit 3.5 of
         the Company's Quarterly Report on Form 10-QSB for the quarter ended
         March 31, 2000).

5.1      Opinion of Holme Roberts & Owen LLP with respect to legality of the
         securities of 2-Infinity.com being registered.

10.1     Restricted Stock Award Agreement Between 2-Infinity.com and Jason
         Miller, dated April 18, 2000.

10.2     Restricted Stock Award Agreement Between 2-Infinity.com and Andrea
         Gonzales, dated April 18, 2000.

10.3     Restricted Stock Award Agreement Between 2-Infinity.com and Sherri
         Mercer, dated April 18, 2000.


                                     II-2

<PAGE>

10.4     Restricted Stock Award Agreement Between 2-Infinity.com and David
         Marron, dated April 18, 2000.

10.5     Restricted Stock Award Agreement Between 2-Infinity.com and Nick
         Escobedo, dated April 18, 2000.

10.6     Restricted Stock Award Agreement Between 2-Infinity.com and Mike
         Virata, dated April 18, 2000.

10.7     Restricted Stock Award Agreement Between 2-Infinity.com and Cody
         Morgan, dated April 18, 2000.

10.8     Restricted Stock Award Agreement Between 2-Infinity.com and Majed
         Jalali, dated April 18, 2000.

10.9     Restricted Stock Award Agreement Between 2-Infinity.com and Candus
         Morgan, April 18, 2000.

10.10    Restricted Stock Award Agreement Between 2-Infinity.com and Charlie
         Downey, dated April 18, 2000.

10.11    Restricted Stock Award Agreement Between 2-Infinity.com and David
         Bodie, dated April 18, 2000.

10.12    Restricted Stock Award Agreement Between 2-Infinity.com and Kelly
         Nispel, dated April 18, 2000.

10.13    Restricted Stock Award Agreement Between 2-Infinity.com and Ahmed
         Alumran, dated April 18, 2000.

23.1     Consent of Jones, Jensen & Company, LLC Certified Public Accountants.

23.3     Consent of Holme Roberts & Owen LLP (contained in Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page of this
         Registration Statement).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned 2-Infinity.com hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.


                                     II-3

<PAGE>

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial BONA FIDE offering
         thereof.

         (b) The undersigned, 2-Infinity.com, hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of 2-Infinity.com's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of 2-Infinity.com pursuant to the foregoing provisions, or otherwise,
2-Infinity.com 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
2-Infinity.com of expenses incurred or paid by a director, officer or
controlling person of 2-Infinity.com 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, 2-Infinity.com
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.





                                     II-4

<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below authorizes each of Majed
Jalali or Kelly Nispel, or any one of them, to execute in the name of each
such person who is then an officer or director of 2-Infinity.com, and to file
any amendments to this Registration Statement necessary or advisable to enable
2-Infinity.com to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities that
are the subject of this Registration Statement, which amendments may make such
changes to such Registration Statement as such attorney may deem appropriate.

                                   SIGNATURES

THE REGISTRANT

         Pursuant to the requirements of the Securities Act, 2-Infinity.com
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on the 31st day of May,
2000.

                               2-INFINITY.COM, INC.


                               By: /s/ Majed Jalali
                                   --------------------------------------------
                                        Majed Jalali, Chief Executive Officer

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

<TABLE>
<CAPTION>

                 Signatures                                   Title                               Date
                 ----------                                   -----                               ----
<S>                                            <C>                                            <C>

/s/ Majed Jalali                               Chairman and Chief Executive Officer           May 31, 2000
--------------------------------
Majed Jalali


/s/ Patrick Cody Morgan                        Director, Vice President, Secretary            May 31, 2000
--------------------------------
Patrick Cody Morgan


/s/ Kelly Nispel                               Director and Chief Financial Officer
--------------------------------               (principal financial and accounting            May 31, 2000
Kelly Nispel                                                 officer)

</TABLE>



                                                  II-5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.       Exhibit
-----------       -------

3.1      Articles of Incorporation of Chancellor Trading Group, Inc. filed July
         14, 1995 (incorporated herein by reference to Exhibit 3.1 of
         2-Infinity.com's Registration Statement on Form S-8 (File No.
         333-95021) (the "Company's Form S-8").

3.2      Articles of Merger between Lakota Energy, Inc. and Chancellor Trading
         Group, Inc. filed December 27, 1996 (incorporated herein by reference
         to Exhibit 3.2 of the Company's Form S-8).

3.3      Articles of Amendment to the Articles of Incorporation of Lakota
         Energy, Inc. filed August 4, 1999 (incorporated herein by reference to
         Exhibit 3.3 of the Company's Form S-8).

3.4      Bylaws of Lakota Energy Inc.(incorporated herein by reference to
         Exhibit 3.4 of the Company's Form S-8).

3.5      Articles of Amendment to the Articles of Incorporation of Lakota
         Technologies, Inc. (incorporated by reference herein to Exhibit 3.5 of
         the Company's Quarterly Report on Form 10-QSB for the quarter ended
         March 31, 2000).

5.1      Opinion of Holme Roberts & Owen LLP with respect to legality of the
         securities of 2-Infinity.com being registered.

10.1     Restricted Stock Award Agreement Between 2-Infinity.com and Jason
         Miller, dated April 18, 2000.

10.2     Restricted Stock Award Agreement Between 2-Infinity.com and Andrea
         Gonzales, dated April 18, 2000.

10.3     Restricted Stock Award Agreement Between 2-Infinity.com and Sherri
         Mercer, dated April 18, 2000.

10.4     Restricted Stock Award Agreement Between 2-Infinity.com and David
         Marron, dated April 18, 2000.

10.5     Restricted Stock Award Agreement Between 2-Infinity.com and Nick
         Escobedo, dated April 18, 2000.

10.6     Restricted Stock Award Agreement Between 2-Infinity.com and Mike
         Virata, dated April 18, 2000.

10.7     Restricted Stock Award Agreement Between 2-Infinity.com and Cody
         Morgan, dated April 18, 2000.

<PAGE>

10.8     Restricted Stock Award Agreement Between 2-Infinity.com and Majed
         Jalali, dated April 18, 2000.

10.9     Restricted Stock Award Agreement Between 2-Infinity.com and Candus
         Morgan, April 18, 2000.

10.10    Restricted Stock Award Agreement Between 2-Infinity.com and Charlie
         Downey, dated April 18, 2000.

10.11    Restricted Stock Award Agreement Between 2-Infinity.com and David
         Bodie, dated April 18, 2000.

10.12    Restricted Stock Award Agreement Between 2-Infinity.com and Kelly
         Nispel, dated April 18, 2000.

10.13    Restricted Stock Award Agreement Between 2-Infinity.com and Ahmed
         Alumran, dated April 18, 2000.

23.1     Consent of Jones, Jensen & Company, LLC Certified Public Accountants.

23.3     Consent of Holme Roberts & Owen LLP (contained in Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page of this
         Registration Statement).










                                      ii
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 79106}]
{"company-data": {"conformed-name": "2 INFINITY COM INC", "cik": "0001097618", "assigned-sic": "9995", "irs-number": "582230297", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38304", "film-number": "647708"}, "business-address": {"street1": "4828 LOOP CENTRAL DRIVE", "street2": "SUITE 150", "city": "HOUSTON", "state": "TX", "zip": "77081", "phone": "7135920371"}, "mail-address": {"street1": "4828 LOOP CENTRAL DRIVE, SUITE 150", "city": "HOUSTON", "state": "TX", "zip": "77081"}, "former-company": [{"former-conformed-name": "LAKOTA TECHNOLOGIES INC", "date-changed": "20000118"}, {"former-conformed-name": "AGM INC", "date-changed": "19991025"}]}
As filed with the Securities and Exchange Commission on June 1, 2000.

                                                    Registration No. __________
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------
                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                 ---------------

                              2-INFINITY.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Colorado                                58-2230297
  (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
  INCORPORATION OR ORGANIZATION)

                       4828 Loop Central Drive, Suite 150
                              Houston, Texas 77081
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 ---------------
                        RESTRICTED STOCK AWARD AGREEMENTS
                            (FULL TITLE OF THE PLANS)
                                 ---------------

                                  MAJED JALALI
                             Chief Executive Officer
                       4828 Loop Central Drive, Suite 150
                              Houston, Texas 77081
                     (Name and address of agent for service)

                                 (713) 592-0371
          (Telephone number, including area code, of agent for service)
                                 ---------------
                                    COPY TO:
                              RICHARD S. ROTH, ESQ.
                              Jackson Walker L.L.P.
                           1100 Louisiana, Suite 4200
                              Houston, Texas 77002
                                 (713) 752-4200

       APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
        From time to time after this Registration Statement becomes effective.

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
               Title of                      Amount          Proposed Maximum    Maximum Offering       Amount of
              Securities                      to be         Offering Price Per       Price(1)         Registration
           to be Registered                Registered           Share(1)                                  Fee(1)
---------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share    4,440,000 shares          $0.36             $1,598,400           $320.00
=====================================================================================================================
-----------------
(1)     Estimated solely for the purpose of calculating the registration fee.
        Pursuant to Rule 457(c) and 457(h), the offering price and registration
        fee are based on a price of $.36 per share, which price is an average
        of the high and low prices of the common stock on the NASDAQ
        Over-The-Counter Bulletin Board on May 30, 2000.
EXPLANATORY NOTE

         2-Infinity.com, Inc. has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register certain shares of common stock, no
par value, for reoffers and resales of shares of common stock by employees and
consultants of 2-Infinity.com that constitute "restricted securities" (as
defined in Rule 144(a)(3) promulgated under the 1933 Act), as contemplated by
Instruction C to Form S-8 under the 1933 Act. The form of Reoffer Prospectus
is included herein immediately following this explanatory note, prepared in
accordance with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus
may be utilized for reofferings and resales of up to 4,440,000 shares of
common stock acquired by the selling shareholders.
PART I

                               REOFFER PROSPECTUS

                              2-INFINITY.COM, INC.
                       4828 LOOP CENTRAL DRIVE, SUITE 150
                              HOUSTON, TEXAS 77081
                                 (713) 592-0371

                        4,440,000 SHARES OF COMMON STOCK

         The selling shareholders pursuant to the Restricted Stock Award
Agreements may offer up to 4,440,000 shares of the common stock, no par value,
of 2-Infinity.com, Inc.

         The selling shareholders may sell their shares of common stock after
delivery of this prospectus to purchasers, from time to time, at the
prevailing market price as listed on the NASDAQ OTC Bulletin Board under the
symbol "TWIC." 2-Infinity.com will not receive proceeds from the secondary
offering and sale of the shares of common stock. 2-Infinity.com is paying for
the expenses incurred in registering the shares of common stock.

         The shares are "restricted securities" under the Securities Act of
1933 (the "1933 Act") before their sale under the Reoffer Prospectus. The
Reoffer Prospectus has been prepared for the purpose of registering the shares
under the 1933 Act to allow for future sales by the selling shareholders to
the public without restriction. To the knowledge of the 2-Infinity.com, Inc.,
the selling shareholders have no arrangement with any brokerage firm for the
sale of the shares. The selling shareholders may be deemed to be an
"underwriter" within the meaning of the 1933 Act. Any commissions received by
a broker or dealer in connection with resales of the shares may be deemed to
be underwriting commissions or discounts under the 1933 Act.

                              --------------------

         This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 5.

         THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              --------------------
                                  June 1, 2000
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION............................2
INCORPORATED DOCUMENTS.........................................2
RISK FACTORS...................................................3
THE COMPANY....................................................9
USE OF PROCEEDS...............................................17
SELLING SHAREHOLDERS..........................................17
PLAN OF DISTRIBUTION..........................................18
LEGAL MATTERS.................................................19
EXPERTS.......................................................19

                              --------------------

         You should only rely on the information incorporated by reference or
provided in this Reoffer Prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this Reoffer Prospectus or any supplement is
accurate as of any date other than the date on the front of this Reoffer
Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

         2-Infinity.com is required to file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC") as required by the Securities Exchange Act of
1934, as amended (the "1934 Act"). You may read and copy any reports,
statements or other information we file at the SEC's Public Reference Rooms at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

         The SEC allows 2-Infinity.com to "incorporate by reference"
information into this Reoffer Prospectus, which means that 2-Infinity.com can
disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is
deemed to be part of this Reoffer Prospectus, except for any information
superseded by information in this Reoffer Prospectus.

         2-Infinity.com's Current Reports on Form 8-K, dated January 18, 2000,
April 12, 2000 and May 5, 2000, Annual Report on Form 10-KSB for the year
ended December 31, 1999 and Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2000 are incorporated herein by reference.

                                       2
In addition, all documents filed or subsequently filed by us under Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, before the termination of this
offering, are incorporated by reference.

         We will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any
or all documents incorporated by reference into this Reoffer Prospectus
(excluding exhibits unless the exhibits are specifically incorporated by
reference into the information the Reoffer Prospectus incorporates). Requests
should be directed to the Chief Financial Officer at our executive offices,
located at 4828 Loop Central Drive, Suite 150, Houston, Texas 77081.
2-Infinity.com's telephone number is (713) 838-8853.

                                  RISK FACTORS

         In this section we highlight some of the risks associated with our
business and operations. Prospective investors should carefully consider the
following risk factors when evaluating an investment in the common stock
offered by this Reoffer Prospectus.

RISKS RELATED TO OUR OIL AND GAS BUSINESS AS WELL AS OUR INTERNET AND
TECHNOLOGY BUSINESS

         YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT
PURPOSES BECAUSE OUR OIL AND GAS EXPLORATION AND INTERNET TECHNOLOGY
BUSINESSES HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME. We began in the oil
and gas exploration business in 1995, and our Internet and technology
subsidiaries have been in operation since early 1999. As a result, we have
only a limited operating history upon which you may evaluate our business and
prospects. In addition, you must consider our prospects in light of the risks
and uncertainties encountered by companies in an early stage of development in
new and rapidly evolving markets.

         YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO
BECOME PROFITABLE. We have incurred losses in our business operation since
inception. We expect to continue to lose money for the foreseeable future, and
we cannot be certain when we will become profitable, if at all. Failure to
achieve and maintain profitability may adversely affect the market price of
our common stock.

         WE ARE PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES
INVESTMENT IN OUR SECURITIES HIGHLY RISKY. Our financial statements include an
auditor's report containing a modification regarding an uncertainty about our
ability to continue as a going concern. Our financial statements also include
a shareholders' deficit of $8,482,502 as of December 31, 1999 and other
indications of weakness in our present financial position. We have been
operating primarily through the issuance of our common stock for services by
entities, including affiliates, that we could not afford to pay in cash. We
are consequently deemed by state securities regulators to presently be in
unsound financial condition. No person should purchase shares in this offering
unless they can afford to lose their entire investment.

         OUR BUSINESS DEPENDS ON A FEW KEY INDIVIDUALS AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL. Our

                                       3
future success depends in large part on the skills, experience and efforts of
our key marketing and management personnel. The loss of the continued services
of any of these individuals could have a very significant negative effect on
our business. In particular, we rely upon the experience of Majed Jalali and
Patrick Cody Morgan, our chief executive officer and vice president/secretary,
respectively. We do not currently maintain a policy of key man life insurance
on any of our employees or management team.

         OUR BUSINESS PLAN REQUIRES ADDITIONAL PERSONNEL AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL. Qualified
personnel are in great demand throughout the software and Internet start-up
industries. Our success depends in large part upon our ability to attract,
train, motivate and retain highly skilled sales and marketing personnel, web
designers, software engineers and other senior personnel. Our failure to
attract and retain the highly trained technical personnel that are integral to
our direct sales, product development, service and support teams may limit the
rate at which we can generate sales and develop new products and services or
product and service enhancements. This could hurt our business, operating
results and financial condition.

         OUR TECHNOLOGY BUSINESSES OWN PROPRIETARY TECHNOLOGY AND OUR SUCCESS
DEPENDS ON OUR ABILITY TO PROTECT THAT TECHNOLOGY. The unauthorized
reproduction or other misappropriation of our proprietary technology could
enable third parties to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results
and financial condition. We have relied primarily on the use of trade secrets
to protect our proprietary technology, which may be inadequate. We do not know
whether we will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in
Internet-related industries are uncertain and still evolving. Moreover, the
laws of some foreign countries are uncertain and may not protect intellectual
property rights to the same extent as the laws of the United States. If we
resort to legal proceedings to enforce our intellectual property rights, the
proceedings could be burdensome and expensive and could involve a high degree
of risk.

         WE WILL INCUR SIGNIFICANT EXPENSES IF OTHER COMPANIES CLAIM WE HAVE
INFRINGED ON THEIR PROPRIETARY RIGHTS. Although we attempt to avoid infringing
known proprietary rights of third parties, we are subject to the risk of
claims alleging infringement of third-party proprietary rights. If we were to
discover that any of our products violated third-party proprietary rights,
there can be no assurance that we would be able to obtain licenses on
commercially reasonable terms to continue offering the product without
substantial reengineering or that any effort to undertake such reengineering
would be successful. We do not conduct comprehensive searches to determine
whether the technology used in our products infringes patents, trademarks,
tradenames or other protections held by third parties. In addition, product
development is inherently uncertain in a rapidly evolving technological
environment in which there may be numerous patent applications pending, many
of which are confidential when filed, with regard to similar technologies. Any
claim of infringement could cause us to incur substantial costs defending
against the claim, even if the claim is invalid, and could distract our
management from our business. Furthermore, a party making such a claim could
secure a judgment that requires us to pay substantial damages. A judgment
could also include an injunction or other court order that could

                                       4
prevent us from selling our products. Any of these events could have a
material adverse effect on our business, operating results and financial
condition.

         IF WE ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY
NOT BE ABLE TO STAY IN BUSINESS. Currently, our capital is insufficient to
conduct our business and if we are unable to obtain needed financing, we will
be unable to promote our products and services, engage in and exploit
potential business opportunities and otherwise maintain our competitive
position. Since we intend to grow our business rapidly, it is certain that we
will require additional capital. We have not thoroughly investigated whether
this capital would be available, who would provide it, and on what terms. If
we are unable to raise the capital required to fund our growth, on acceptable
terms, our business may be seriously harmed or even terminated.

         WE MAY NOT HAVE SUFFICIENT CUSTOMER INTEREST IN OUR INTERNET
BUSINESSES TO MAKE MONEY. If the market for the services offered by
2-Infinity.com, Inc. and AirNexus, Inc. do not grow at a significant rate, our
business, operating results and financial condition will be negatively
affected. Our Internet-related services are a relatively new concept. Future
demand for recently introduced technologies is highly uncertain, and therefore
we cannot guaranty that our business will grow as we expect.

         OUR INTERNET BUSINESSES ARE IN HIGHLY COMPETITIVE INDUSTRIES, AND
THUS THERE MAY NOT BE ENOUGH DEMAND FOR OUR PRODUCTS OR SERVICES FOR US TO
MAKE MONEY. There are numerous competitors offering the services of
2-Infinity.com, Inc. and AirNexus, Inc. Many of our current and potential
competitors have longer operating histories, larger customer bases, greater
brand recognition and significantly greater financial, marketing and other
resources than we do and may enter into strategic or commercial relationships
with larger, more established and well-financed companies. Some of our
competitors may be able to enter into such strategic or commercial
relationships on more favorable terms. In addition, new technologies and the
expansion of existing technologies may increase competitive pressures on us.
Increased competition may result in reduced operating margins and loss of
market share.

         REVENUES FROM OUR INTERNET BUSINESSES WILL BE LESS LIKELY TO DEVELOP
IF THE INTERNET DOES NOT REMAIN A VIABLE COMMERCIAL MARKETPLACE. Our ability
to generate revenues is substantially dependent upon continued growth in the
use of the Internet and the infrastructure for providing Internet access and
carrying Internet traffic. We don't know if the necessary infrastructure or
complementary products will be developed or that the Internet will prove to be
a viable commercial marketplace. To the extent that the Internet continues to
experience significant growth in the level of use and the number of users, we
cannot guaranty that the infrastructure will continue to be able to support
the demands placed upon it by such potential growth. In addition, delays in
the development or adoption of new standards or protocols required to handle
levels of Internet activity, or increased governmental regulation may restrict
the growth of the Internet. If the necessary infrastructure or complementary
products and services are not developed or if the Internet does not become a
viable commercial marketplace, our business, operating results and financial
condition would be negatively affected.

         WE MAY INCUR A LOSS OF REVENUES AND SIGNIFICANT COSTS IF WE CANNOT
MAINTAIN THE SECURITY OF OUR INTERNET PRODUCTS AND SERVICES.

                                       5
Internet companies rely on encryption and authentication technology to provide
the security and authentication necessary to effect secure transmission of
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography or other
developments will not result in a compromise or breach of the algorithms used
by companies to protect consumer's transaction data. If any such compromise of
this security were to occur, it could have a material adverse effect on our
potential clients, business, prospects, financial condition and results of
operations. A party who is able to circumvent security measures could
misappropriate proprietary information or cause interruptions in operations.
We may be required to expend significant capital and other resources to
protect against such security breaches or to alleviate problems caused by such
breaches. Concerns over the security of transactions conducted on the Internet
and the privacy of users may also hinder the growth of online services
generally. To the extent that our activities or third-party contractors
involve the storage and transmission of proprietary information, such as
credit card numbers, or personal data information, security breaches could
damage our reputation and expose us to a risk of loss or litigation and
possible liability. We cannot be sure that our security measures will not
prevent security breaches or that failure to prevent such security breaches
will not have a material adverse effect on our business.

RISKS RELATED TO OUR OIL AND GAS EXPLORATION BUSINESS

         IF LOCAL OPERATORS DO NOT EFFECTIVELY MANAGE OUR PROPERTIES, WE MAY
SUFFER A LOSS OF REVENUES OR SIGNIFICANT ADDITIONAL EXPENSES. None of our oil
and gas properties are operated by us. As a result, we have limited control
over the manner in which operations are conducted on such properties,
including the safety and environmental standards. Under the terms of the
operating agreements governing operations on the properties in which we have
an interest, we do not have any measurable influence or control over the
nature and timing of exploration and development activities. As a result, the
operators of such properties could undertake exploration or development
projects at a time when we and our joint partners do not have the funds
required to finance our share of the costs of such projects. In such event, in
accordance with the operating agreements relating to properties in which we
have an interest, the other parties to such agreements who fund their share of
the cost of such a project are generally entitled to receive all cash flow
from such project, subject to rights of third-party royalty or other interest
owners, until they have recovered a multiple of the costs of such project
prior to our receipt of any production or revenues from such project or, in
the event drilling is necessary to maintain leasehold interests, we may be
required to forfeit our interests in such projects. Conversely, the operators
of such properties could refuse to initiate exploration or development
projects, in which case we would be required to propose such activities and
may be required to proceed with such activities at much higher levels of
participation than expected and without receiving any funding from the other
interest owners or the operators may initiate exploration or development
projects on a slower schedule than we prefer. Any of these events could have a
significant effect on our anticipated exploration and development activities
and financing thereof.

         OUR REVENUES AND PROFITABILITY WILL BE NEGATIVELY AFFECTED IF THERE
ARE OPERATIONAL ACCIDENTS OR OTHER UNFORSEEN LIABILITIES. Our operations are
subject to risks inherent in the oil and gas industry, such as blowouts,
cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires,
pollution and other environmental risks. These risks could result in
substantial losses to us due to injury and loss of life, severe damage

                                       6
to and destruction of property and equipment, pollution and other
environmental damage and suspension of operations. In accordance with
customary industry practice, we are not fully insured against all risks
incident to its business. Because of the nature of industry hazards, it is
possible that liabilities for pollution and other damages arising from a major
occurrence could exceed insurance coverage or policy limits. Any such
liabilities could have a materially adverse effect on our operations and
profitability.

         IF GOVERNMENTAL REGULATIONS CHANGE, WE MAY INCUR SUBSTANTIAL
INCREASED EXPENSES. Our oil and gas business is subject to a number of
federal, state and local laws and regulations relating to the exploration for
and development and production of oil and gas, as well as environmental and
safety matters. Such laws and regulations have generally become more stringent
in recent years, often imposing greater liability on a larger number of
potentially responsible parties. Because the requirements imposed by such laws
and regulations are frequently changed, we are unable to predict the ultimate
cost of compliance with such requirements and their effect on us.

RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF OUR STOCK.

         OUR BOARD OF DIRECTORS CAN ISSUE PREFERRED STOCK WITHOUT SHAREHOLDER
CONSENT AND DILUTE OR OTHERWISE SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS. Our articles of incorporation provide that preferred stock may
be issued from time to time in one or more series. Our board of directors is
authorized to determine the rights, preferences, privileges and restrictions
granted to and imposed upon any wholly unissued series of preferred stock and
the designation of any such shares, without any vote or action by our
shareholders. The board of directors may authorize and issue preferred stock
with voting power or other rights that could adversely affect the voting power
or other rights of the holders of common stock. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control, because the terms of preferred stock that might be issued
could potentially prohibit the consummation of any merger, reorganization,
sale of substantially all of its assets, liquidation or other extraordinary
corporate transaction without the approval of the holders of the outstanding
shares of the preferred stock. We will not offer preferred stock to promoters
except on the same terms as it is offered to all other existing shareholders
or to new shareholder or unless the issuance is approved by a majority of our
independent directors who do not have an interest in the transactions and who
have access, at our expense, to our legal counsel or independent legal counsel.

         YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT
REDUCED PRICES, BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE. Our
stock is presently trading on the Over-The-Counter Bulletin Board maintained
by NASDAQ under the symbol TWIC. Nevertheless, there has been limited volume
in trading in the public market for the common stock, and there can be no
assurance that a more active trading market will develop or be sustained. The
market price of the shares of common stock is likely to be highly volatile and
may be significantly affected by factors such as fluctuations in our operating
results, announcements of technological innovations or new products and/or
services by us or our competitors, governmental regulatory action,
developments with respect to patents or proprietary rights and general market
conditions.

                                       7
YOU MAY NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK
RULES. The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection
with trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issued by an issuer that has

         -       net tangible assets of at least $2,000,000, if such issuer has
                 been in continuous operation for three years.

         -       net tangible assets of at least $5,000,000, if such issuer has
                 been in continuous operation for less than three years, or

         -       average annual revenue of at least $6,000,000, if such issuer
                 has been in continuous operation for less than three years.

Unless an exception is available, the regulations require the delivery, prior
to any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the risks associated therewith.

         FORWARD LOOKING STATEMENTS. Except for historical information, the
discussion in this registration statement contains some forward-looking
statements that involve risks and uncertainties. These statements may refer to
our future plans, objectives, expectations and intentions. These statements
may be identified by the use of the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ
materially from those anticipated in such forward-looking statements.

                                   THE COMPANY

COMPANY OVERVIEW

         2-Infinity.com's primary business is involved in the technology
sectors of Internet access and voice and data product sales and services. Our
secondary business, which we have been involved in since 1995, is oil and gas
exploration and operations. In April 2000, we approved a plan to dispose of
all our oil and gas assets and, if necessary, plug and abandon all
non-producing wells that cannot be sold.

         In May and June 1999, we acquired two entities that provided the
entrance into the technology sector. Our subsidiary, 2-Infinity.com, Inc., a
Texas corporation ("2-Infinity-Texas"), is a provider of digital bundled
services to the commercial and residential market. Current services include
digital subscriber line (DSL), voice-over Internet protocol (IP), virtual
private networking (VPN) and real private networking (RPN). Digital cable and
RPN are projected for release in the 3rd quarter of 2000. A predecessor
business that has been merged into 2-Infinity.com.-Texas, AirNexus, Inc., is a
retail provider of commercial voice and data products and services with an
emphasis on LAN based telephony solutions.

                                       8
2-Infinity-Texas, as a result of this merger, now possesses a direct
sales force to market digital bundled services to commercial building tenants.
2-Infinity and AirNexus merged on January 27, 2000 and formed the "2-I Voice
Solutions" division to continue the business formerly conducted by AirNexus.

         Our subsidiary, Lakota Oil and Gas, Inc., has historically invested
in oil and gas exploration projects with joint partners.

HISTORICAL BUSINESS AND EVOLUTION OF THE BUSINESS STRATEGY

         On November 14, 1995, Lakota Energy, Inc. ("Lakota Energy") was
formed in the State of Colorado for the purpose of engaging in oil and gas
exploration and operations. On November 6, 1996, Lakota Energy was merged with
and into Chancellor Trading Group, Inc., a Colorado corporation. As part of
the merger agreement, Chancellor issued 9,187,500 shares to the shareholders
of Lakota Energy in exchange for 4,593,750 shares of Lakota Energy common
stock and an additional 118,000 shares were issued to third parties who
assisted in closing the transaction. Chancellor was a publicly traded
corporation and had no significant operations prior to the merger with the
company. Immediately following the merger, the shareholders of Chancellor
approved the name change to Lakota Energy, Inc.

         Historically, the strategic plan of the company was to participate in
oil and gas exploration projects that have been developed by other successful,
well-financed companies. The company narrowed its interest to projects in
certain confined geological areas, primarily in Texas and Louisiana, since
they were able to work with consultants that were familiar with the nuances of
these geological provinces. However, as a result of continued losses from
these ventures, we decided to diversify into other markets, primarily
technology and the Internet.

         On August 4, 1999, we changed its name to Lakota Technologies, Inc.
to further promote its new diversified strategies.

         On May 28, 1999, the company acquired all of the outstanding stock of
2-Infinity-Texas. As consideration for the acquisition, the company issued
3,000,000 shares of its common stock to Majed Jalali, the sole shareholder of
2-Infinity-Texas. The acquisition of 2-Infinity-Texas triggered the beginning
of the company's desire to diversify into the technology and Internet markets.
2-Infinity-Texas offers digital bundled services, focusing on the Texas market
during the next 12 months, and with plans to expand into six additional
markets in the near future.

         On June 8, 1999, we acquired Voice Design, Inc., a Texas corporation
which later changed its name to AirNexus, Inc. ("AirNexus"). As consideration
for the acquisition, the company issued 3,000,000 shares of its common stock
and $60,000 cash to the owners of AirNexus. This acquisition of a
Houston-based provider of business telephone and voice mail systems furthered
the business strategy to diversify into technology and Internet markets. We
also resell equipment manufactured by third parties, such as 3Com, Panasonic
and Estech Systems, Inc. through our 2-I Voice Solutions division. Currently,
2-I Voice Solutions has approximately 130 customers.

                                       9
On June 9, 1999, the company organized a wholly owned Texas
corporation named Lakota Oil and Gas, Inc. ("Lakota Oil"). Subsequently, on
June 14, 1999, we transferred our interest in two oil exploration projects,
which constituted all of our oil and gas related assets at the time, to Lakota
Oil. The purpose of forming Lakota Oil was to organize the oil and gas related
business into one operating subsidiary, separate and distinct from the other
operating subsidiaries, in order to more accurately reflect the diversified
operations.

         On January 18, 2000, we entered into an agreement with the majority
shareholders of AGM, Inc., a Nevada corporation ("AGM"), pursuant to which we
issued 2,200,000 shares of common stock to acquire 100% of AGM. We acquired
AGM in order to become a reporting company with the SEC. As part of the
acquisition, we elected to have successor issuer status under Rule 12g-3 of
the Securities Exchange Act of 1934, to be a SEC reporting entity.

         On January 27, 2000, AirNexus and 2-Infinity-Texas merged, with
2-Infinity-Texas being the surviving corporation. Although the merger is
expected to result in a reduced amount of overhead expenses, it is not
expected to have a material effect on operations. The voice and data products
and services originally sold by AirNexus now constitute our 2-I Voice
Solutions division.

         On April 12, 2000, the company changed its name from Lakota
Technologies, Inc. to 2-Infinity.com, Inc. to further promote its focus on its
telecommunications business.

INDUSTRY OVERVIEW

         The DSL industry is still in its infancy. Industry analysts estimate
that there are less than one million DSL subscribers nationwide. Projections
estimate an approximate 180 percent growth rate by the end of year 2000. The
Telecommunications Act of 1996 and the demand for a cost-effective solution
for high-speed dedicated access have spawned a new breed of Competitive Local
Exchange Carriers (CLECs). These new facility-based providers known as data
CLECs are leveraging DSL to obtain market share and increase margins.
Companies such as Covad, Rhythms and Northpoint have deployed DSL networks in
more than 25 major US cities. As a result, traditional local Internet service
providers have forged agreements to resell DSL services in an attempt to
increase margins and curtail the high rate of churn amongst existing dial-up
customers.

         We anticipate the market for new DSL technologies will increase. We
believe the amount of data business and residential customers pass across the
Internet will be a major growth factor. Another is the recent surge in
telecommuters who demand broadband access to support desktop voice, data and
video applications. An effect of the 1996 Telecommunications Act has been an
increase of companies ready to deliver services to this market. Incumbent
local exchange carriers (ILECs), interexchange carriers (IXCs), Internet
service providers (ISPs), CLECs, and satellite and cable companies have
restructured to meet the demand. The need for affordable broadband
transmission rates, and a competitive telecom service environment all
contribute to making DSL attractive. DSL will dramatically increase the speed
of copper wire-based transmission systems without a major overhaul to the
existing telephone infrastructure. New DSL services are in the process of
development that will require lower capital requirements and generate a higher
return on investment.

                                      10
The recent trend of converging voice and data is reshaping the
telecom industry. National and local telephone equipment resellers have seen
the demand for integrated systems continue to grow. Traditional voice solution
providers have been slow to incorporate the newer technology into their
product lines. Data value added resellers (VARs) and network integrators have
historically remained isolated from voice services. With the introduction of
Voice over IP and Computer Telephony, network integrators have been drawn into
the demand to provide integrated applications. Today's voice solution
providers are required to be versed in network topology and telephone
application programming interface (TAPI).

         Tomorrow's business phone systems will integrate with PCs and
networks and provide the highest level of integration between voice and data.
Manufacturers such as 3COM, Cisco, Nortel and AT&T have already unveiled their
versions of integrated solutions. Today's businesses have the ability to route
voice traffic across multiple broadband technologies. The corporate intranet
must be robust enough to support the bandwidth requirements of integrated
business phone systems.

         The demand for LAN based business phone systems will continue to
generate phenomenal growth in the telecom industry. Resellers are now able to
offer organizations with multiple locations a true voice and data intranet for
a minimum monthly expense. As the cost of expensive leased network lines
continues to drop, small businesses are able to take advantage of technology
and compete at higher levels.

THE MARKET

High Speed Internet Access

         We have entered into a Channel Partners Agreement with Tut Systems,
Inc. ("Tut"), which gives us the non-exclusive right to sell Tut's products.
Under the terms of that agreement, we have the right to purchase Tut's
products at prices according to regularly published price lists from Tut
Systems and re-sell them to their customers. There are no limits on the
re-sale prices we may charge on the products. The agreement is automatically
renewed for successive one year terms, but can be terminated by either party
on 90 days notice or by Tut if we fail to purchase a minimum of $1,000,000 in
products per year.

         Tut's is in the business of delivering plug-and-play network
solutions across standard telephone lines. Tut's products deliver high-speed
data over normal telephone wires using their FastCopper (tm) technology. Tut's
products are easy to install and use, providing customers with a dedicated
connection 24 hours a day, while still allowing full use of the telephone line
for voice use. More importantly, Tut's products require no additional wiring
or modifications to the telephone lines. Through the Channel Partners
Agreement, we can offer our clients Tut's-enhanced Internet access at what we
believe to be a very reasonable price.

         We will market the Tut's products through existing contacts and
personal introductions, and is seeking to enter into agreements with the
owners and managers of multi-dwelling units, such as commercial properties,
apartment complexes, hotels, high rise apartment buildings, and residential
developers to become the Internet service provider for the entire developments.

                                      11
We offer our digital bundled services in two different packages. The
first option allows the subscriber to rent equipment monthly on a low
cost-per-unit basis. The second option allows the subscriber to purchase the
equipment. In addition to the basic high speed Internet access, subscribers can
purchase services including:

         -       Local dial tone
         -       Voice over IP
         -       Creation of web sites

Voice and Data Products and Services

         Our 2-I Voice Solutions division continues to market the 3COM NBX 100
LAN based business phone system. INTERNET TELEPHONY magazine deemed the NBX
100 communications system one of the "Products of the Year." In November 11,
1999, PC MAGAZINE awarded the NBX 100 communications system with the "1999
Technical Excellence Award." Because the NBX 100 uses standard network cabling
to support voice traffic, it affords businesses the ability to consolidate
voice, video and data on one single cable. We believe the NBX100 permits
computers, telephone networks and the Internet to be integrated in a more
functional manner.

         Under the terms of an agreement between us and 3COM, we have the
non-exclusive rights to license and distribute specific 3COM products in
Houston, Texas and surrounding areas. 3COM may terminate the agreement under
certain circumstances, including after our breach of the agreement or our
failure to purchase a minimum of $200,000 of product per year.

         The target market for our 2-I Voice Solutions division are businesses
between 20-100 employees. This sector of the market typically does not have a
systems manager or network administrator on staff and requires outsourcing of
the expertise to maintain these services. A high percentage of these companies
have a network in place and are receptive to new advancements and technology.
We intend to provide this sector with a convenient and easily acceptable
avenue to outsource voice, data and Internet services by utilizing our product
line and by continually seeking business solutions the customer desires.

         We obtain leads for potential customers in the following ways:

         -       Manufacturers provide leads from their customers;
         -       Internal sales force;
         -       Outside telemarketers are utilized;
         -       Referrals from existing customers;
         -       Marketing lists are purchased;
         -       Yellow Pages advertising; and
         -       Print advertising.

         All leads are given to individual account managers to follow-up with
each customer. Once a customer has agreed to purchase the equipment and
services, our 2-I Voice Solutions division does the installation and provides
all the follow-up customer support.

                                      12
We have designed the following strategy intended to make our 2-I
Voice Solutions division a leader in the telephone marketplace:

         -       Market product lines which give clients the latest features
                 at a discount over competing systems.

         -       Focus on LAN based business phone systems
         -       Build an interactive demonstration room that provides
                 potential clients a hands-on approach to the products and
                 services.

Oil and Gas Exploration Projects and Operations

         On April 18, 2000, we approved a plan to sell all remaining assets
relating to the oil and gas exploration projects and, where necessary, to plug
and abandon all other non-producing wells that cannot be sold. We have
contacted three entities to sell our interest in the Union Central Life
Insurance Co. Well No. 1, and all other non-producing wells are to be plugged
and abandoned. We expect to complete this process by June 30, 2000. We have
recorded a provision for estimated losses to be incurred on the sale and
disposal of the assets of $31,000. The amounts we will ultimately realize, if
any, could differ from the amounts assumed in arriving at the loss anticipated
on disposal of the oil and gas assets.

         We invested in the South Halter Island Prospect, located in St. Mary
and Tennebonne Parishes, Louisiana, in which the company is under contract
with Panaco, Inc., York Resources, Inc., Janivo Realty, Inc., and Carson
Energy, Inc., which entitles us to a 7.5% working interest and a 75% net
revenue interest in a specific oil well. Our initial investment into the
project was $24,000, plus an additional $163,748, which represented the
company's share of the operating expenses. On July 27, 1999, this well was
plugged and abandoned. We accrued an additional $17,772 at December 31, 1999
for our portion of the costs to complete the plug and abandonment of the well.

         We invested in the Union Central Life Insurance Co. Well No. 1,
located in Colorado County, Texas, in which we contracted with Everest
Minerals Corporation and Cummins & Walker Oil Company, Inc. We own a 20%
working interest and a 75% net revenue interest in this oil well. Our initial
investment into the project was $57,225, plus an additional $36,649, which
represented our share of the operating expenses. Development of this well is
currently ongoing.

         We invested in the VUA: Bernard #1 Well, located in Lafayette Parish,
Louisiana, and own a 100% working interest and a 73.74% net revenue interest
in this oil well. Our initial investment in this project was, $35,000, plus an
additional $55,112, which represented the operating and work-over expenses. We
received $8,765 for our portion of the revenue from production in 1999.
Production on the well has ceased and we plan to plug and abandon the well in
2000.

COMPETITION

         The markets in which we operate are highly competitive and we believe
that competition is increasing. We may not be able to compete in those markets
effectively, especially against

                                      13
established industry leaders competitors with greater marketplace presence and
financial resources. The competitive environments for our different sectors
are as follows:

Internet Access and Voice and Data Product Sector

         Presently, there are no direct competitors in the Houston, Texas
market to our approach to digital bundled services. However, there are many
competitors offering DSL services in the Houston, Texas market and elsewhere.
For instance, two of our competitors outside the Houston, Texas market would
include CAIS Internet, Inc. and LMKI, Inc. Additionally, we compete with many
other companies offering alternative forms of Internet access, such as coaxial
cable, wireless facilities and fiber optic cable. Lastly, we also compete with
smaller, regional Internet service providers and cable companies that operate
in the same geographical areas that we serve. The lack of substantial barriers
to entry into the Internet services market will likely result in additional
competition. There can be no assurance that the public will accept, on a
widespread basis, our products and services over the available alternatives.
Likewise, it is not certain that we will be able to compete in our current
marketplace against some of our competitors who are larger, well-financed, and
currently hold stronger market positions.

Oil and Gas Exploration Sector

         All phases of the oil and gas industry are highly competitive. Our
competitors include major oil and gas companies, as well as numerous other
independent oil and gas concerns and individual producers and operators. Many
of these competitors have financial and other resources that are substantially
greater than those available to us. Oil and gas producers also compete with
other industries that supply energy and fuel.

GOVERNMENT REGULATIONS

Internet Access and Voice and Data Product Sector

         As an Internet service provider, we are not currently subject to
direct regulation by the Federal Communications Commission ("FCC").
Nevertheless, Internet-related regulatory policies are continuing to develop
and vigorous public debates regarding the costs and benefits of regulating the
Internet have emerged in federal, state and local legislative, executive and
regulatory agency forums. It is possible that we could be exposed to
regulation in the future. For example, the FCC has stated its intention to
consider whether to regulate voice and fax telephony services provided over
the Internet as "telecommunications" even though Internet access itself would
not be regulated; and the FCC recently initiated a Notice of Inquiry to
examine this issue. The FCC is also considering whether such Internet-based
telephone service should be subject to universal service support obligations,
or pay carrier access charges on the same basis as traditional
telecommunications companies.

         A decision by Congress or the FCC to regulate Internet telephony or
Internet access services may limit the growth of the Internet, increase our
cost of doing business or increase our legal exposure, any of which could
cause our revenues to decrease.

                                      14
We also face government regulation regarding the content and
communications provided by third parties and carried over, or hosted on, our
facilities. For instance, we are obligated to comply with the requirements of
the Digital Millennium Copyright Act concerning responses to claims of
copyright infringement. We also are required to comply with state and federal
privacy requirements, including the Electronic Communications Privacy Act
("ECPA") and the Children's Online Privacy Protection Act ("COPPA"). The ECPA
imposes limitations on the interception, disclosure and use of communications
transmitted over and stored on our facilities. COPPA, and the Federal Trade
Commission rules implementing that statute, requires us to safeguard personal
information that we know to be transmitted to our web site by children under
13.

         We also are subject to federal and state laws that regulate the
advertising and sale of certain products and services over the Internet. In
addition to existing statutes of this kind, such as state statutes that
prohibit advertisement of gambling, a number of bills are pending in the
Congress and state legislatures that would prohibit or regulate particular
marketing practices (such as the transmission of unsolicited commercial email)
or the advertisement or sale of certain goods and services.

Oil and Gas Exploration Sector

         The oil and gas industry is extensively regulated by federal, state
and local authorities. Legislation affecting the oil and gas industry is under
constant review for amendment or expansion. Numerous departments and agencies,
both federal and state, have issued rules and regulations binding on the oil
and gas industry and its individual members, some of which carry substantial
penalties for the failure to comply. Because these laws and regulations are
frequently amended, reinterpreted or expanded, we are unable to predict the
future cost or impact of complying with such laws and regulations.

         The production of oil and gas in Texas is regulated by The Texas
Railroad Commission, and in Louisiana, by The Louisiana Department of Natural
Resources. Both agencies have enacted various levels of regulations governing
various actions in the oil and gas industry, such as requiring permits for the
drilling of wells, maintaining bonding requirements in order to drill or
operate wells, regulating the location of wells, the method of drilling and
casing wells, the surface use and restoration of properties upon which wells
are drilling and the plugging and abandonment of wells.

         Our operations are also subject to various conservation laws and
regulations. These include the regulation of the size of drilling and spacing
units or proration units and the density of wells which may be drilled and
unitization or pooling of oil and gas properties. In addition, conservation
laws establish maximum rates of production requirements regarding the
ratability of production.

         Our oil and gas operations are subject to extensive federal, state
and local laws and regulations dealing with environmental protection,
including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), also known as "Superfund," and
similar state statutes. Failure to comply with these laws and regulations may
result in the assessment of administrative, civil, or criminal penalties.

                                      15
Our onshore operations are subject to numerous laws and regulations
controlling the discharge of materials into the environment or otherwise
relating to the protection of the environment. These laws and regulations,
among other things, may: impose absolute liability on the lessee under a lease
for the cost of clean-up of pollution resulting from a lessee's operations;
subject the lessee to liability for pollution damages; require suspension or
cessation of operations in affected areas; and impose restrictions on the
injection of liquids into subsurface aquifers that may contaminate
groundwater. Persons who are or were responsible for releases of hazardous
substances under CERCLA may be subject to joint and several liability for the
remediation and clean-up costs and for damages to natural resources.

         Our oil and gas operations are also subject to the Clean Water Act
and the Clean Air Act, as amended, and comparable state statutes. Our
operations may generate or transport both hazardous and nonhazardous solid
wastes that are subject to the requirements of the Resource Conservation and
Recovery Act ("RCRA") and comparable state laws and regulations. In addition,
we currently own or lease, and have in the past owned or leased, properties
that have been used for oil and gas operations for many years. Although we
have utilized operating and disposal practices that were standard in the
industry at the time, hydrocarbons or other wastes may have been disposed of
or released on or under the properties owned or leased by us or on or under
other locations where such wastes have been taken for disposal. Many of these
properties have been operated by third parties whose operations were not under
our control. These properties and the wastes disposed thereon may be subject
to CERCLA, RCRA, and analogous state laws, and we could be required to remove
or remediate previously disposed wastes or property contamination or perform
remedial plugging operations to prevent future contamination.

EMPLOYEES

         As of April 12, 2000, the company had 28 full-time employees. None of
our employees is covered by any collective bargaining agreement. We believe
that our relations with our employees are good.

FACILITIES

         The company's principal executive offices are located at 4828 Loop
Central Drive, Suite 150, Houston, Texas 77081, which is occupied under a
lease ending October 31, 2007 for $18,318.07 per month. At the end of such
term, we believe that we can lease the same or comparable offices at
approximately the same monthly rate.

         AirNexus maintains executive offices located at 333 N. Sam Houston
Parkway East, Suite 870, Houston, Texas 77060, which they occupy under a lease
ending October 1, 2004 for $5,492.00 per month. The company is currently
involved in negotiations to sublease this space.

         Lakota Oil maintains executive offices located at 3303 FM 1960 West
Suite F, Houston, Texas 77068, which they occupy under a lease ending July 31,
2000 for $495.00 per month. At the end of such term the lease will be
terminated and all operations will move to the executive offices.

                                      16
USE OF PROCEEDS

         2-Infinity.com will not receive any of the proceeds from the sale of
shares of common stock by the selling shareholders.

                              SELLING SHAREHOLDERS

         The shares of the company to which this Reoffer Prospectus relates
are being registered for reoffers and resales by the selling shareholders, who
acquired the shares pursuant to compensatory benefit plans with 2-Infinity.com
for services they provided to 2-Infinity.com. The selling shareholders may
resell all, a portion or none of such shares from time to time.

         The table below sets forth with respect to the selling shareholders,
based upon information available to the company as of May 15, 2000 the number
of shares owned, the number of shares registered by this Reoffer Prospectus
and the number and percent of outstanding shares that will be owned after the
offering assuming the sale of all the shares.
Number of Shares                                                   % of Shares Owned
        Selling              Owned Before        Number of Shares       Number of Shares       By Shareholder
     Shareholders              Offering             To be Sold        Owned After Offering     After Offering
     ------------              --------             ----------        --------------------     --------------
Majed Jalali                  4,500,000              1,500,000              3,000,000              4.724%

Patrick Cody Morgan           2,500,000              1,500,000              1,000,000              1.575%

Charlie Downey                1,400,000                400,000              1,000,000              1.575%

Jason Miller                    400,000                400,000                     __                  0%

David Bodie                     200,000                200,000                     __                  0%

Kelly Nispel                    100,000                100,000                     __                  0%

Ahmed Alumran                   100,000                100,000                     __                  0%

Andrea Gonzales                  50,000                 50,000                     __                  0%

Sherri Mercer                    50,000                 50,000                     __                  0%

Candus Morgan                 1,050,000                 50,000              1,000,000              1.575%

Nick Escobedo                    30,000                 30,000                     __                  0%

David Marron                     30,000                 30,000                     __                  0%

Mike Virata                      30,000                 30,000                     __                  0%
                             ----------             ----------             ----------            --------

         TOTAL               10,440,000              4,440,000              6,000,000              9.449%
PLAN OF DISTRIBUTION

         The selling shareholders may sell the shares for value from time to
time under this Reoffer Prospectus in one or more transactions on the
Over-the-Counter Bulletin Board maintained by NASDAQ, or other exchange, in a
negotiated transaction or in a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. The selling shareholders may
effect such transactions by selling

                                      17
the shares to or through brokers-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling shareholders and/or the purchasers of the shares for whom
such broker-dealers may act as agent (which compensation may be less than or
in excess of customary commissions).

         The selling shareholders and any broker-dealers that participate in
the distribution of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act, and any commissions received by them
and any profit on the resale of the shares sold by them may be deemed be
underwriting discounts and commissions under the 1933 Act. All selling and
other expenses incurred by the selling shareholders will be borne by the
selling shareholders.

         In addition to any shares sold hereunder, the selling shareholders
may, at the same time, sell any other shares of common stock, owned by him or
her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.

         There is no assurance that the selling shareholders will sell all or
any portion of the shares offered.

         The selling shareholders may not sell any shares being registered by
this registration statement, during any three month period, more than:

         -       one percent of the then outstanding shares of the company;

         -       the average weekly reported trading volume of the shares of
                 the common stock of the company on all national securities
                 exchanges and/or as reported through the automatic quotation
                 system of a registered securities association during the four
                 calendar weeks preceding the date of receipt of the order to
                 execute the transaction by the broker or the date of execution
                 of the transaction directly with a market maker; or

         -       the average weekly trading volume of the shares of the common
                 stock of the company reported through the consolidated
                 transaction reporting system during the same four week period
                 specified above.

         2-Infinity.com will pay all expenses in connection with this offering
and will not receive any proceeds from sales of any shares by the selling
shareholders.

                                  LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon
for the company by Holme Roberts & Owen LLP.

                                     EXPERTS

         The balance sheets as of December 31, 1999 and the statements of
operations, shareholders' equity and cash flows for the periods ended December
31, 1999 of 2-Infinity.com, Inc., have been

                                      18
incorporated by reference in this Registration Statement in reliance on the
report of Jones, Jensen & Company, LLC, independent accountants, given on the
authority of that firm as experts in accounting and auditing.

                                      19
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission") by 2-Infinity.com, are incorporated
herein by reference and made a part hereof: (i) Current Reports on Form 8-K
dated January 18, 2000, April 12, 2000 and May 5, 2000; (ii) Annual Report on
Form 10-KSB, for the year ended December 31, 1999; and (iii) Quarterly Report
on Form 10-QSB of the quarter ended March 31, 2000.

         All documents filed by 2-Infinity.com pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Corporation Laws of the State of Colorado and 2-Infinity.com's
Bylaws provide for indemnification of 2-Infinity.com's Directors for
liabilities and expenses that they may incur in such capacities. In general,
Directors and Officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of 2-Infinity.com, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful. Furthermore, the personal liability of the Directors is limited
as provided in 2-Infinity.com's Articles of Incorporation.

                                     II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The shares were issued for employment services rendered. These sales
were made in reliance of the exemption from the registration requirements of
the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale."

ITEM 8.  EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit
Number              Description of Exhibit
-------             ----------------------

3.1      Articles of Incorporation of Chancellor Trading Group, Inc. filed July
         14, 1995 (incorporated herein by reference to Exhibit 3.1 of
         2-Infinity.com's Registration Statement on Form S-8 (File No.
         333-95021), (the "Company's Form S-8").

3.2      Articles of Merger between Lakota Energy, Inc. and Chancellor Trading
         Group, Inc. filed December 27, 1996 (incorporated herein by reference
         to Exhibit 3.2 of the Company's Form S-8).

3.3      Articles of Amendment to the Articles of Incorporation of Lakota
         Energy, Inc. filed August 4, 1999 (incorporated herein by reference to
         Exhibit 3.3 of the Company's Form S-8).

3.4      Bylaws of Lakota Energy Inc.(incorporated herein by reference to
         Exhibit 3.4 of the Company's Form S-8).

3.5      Articles of Amendment to the Articles of Incorporation of Lakota
         Technologies, Inc. (incorporated by reference herein to Exhibit 3.5 of
         the Company's Quarterly Report on Form 10-QSB for the quarter ended
         March 31, 2000).

5.1      Opinion of Holme Roberts & Owen LLP with respect to legality of the
         securities of 2-Infinity.com being registered.

10.1     Restricted Stock Award Agreement Between 2-Infinity.com and Jason
         Miller, dated April 18, 2000.

10.2     Restricted Stock Award Agreement Between 2-Infinity.com and Andrea
         Gonzales, dated April 18, 2000.

10.3     Restricted Stock Award Agreement Between 2-Infinity.com and Sherri
         Mercer, dated April 18, 2000.

                                     II-2
10.4     Restricted Stock Award Agreement Between 2-Infinity.com and David
         Marron, dated April 18, 2000.

10.5     Restricted Stock Award Agreement Between 2-Infinity.com and Nick
         Escobedo, dated April 18, 2000.

10.6     Restricted Stock Award Agreement Between 2-Infinity.com and Mike
         Virata, dated April 18, 2000.

10.7     Restricted Stock Award Agreement Between 2-Infinity.com and Cody
         Morgan, dated April 18, 2000.

10.8     Restricted Stock Award Agreement Between 2-Infinity.com and Majed
         Jalali, dated April 18, 2000.

10.9     Restricted Stock Award Agreement Between 2-Infinity.com and Candus
         Morgan, April 18, 2000.

10.10    Restricted Stock Award Agreement Between 2-Infinity.com and Charlie
         Downey, dated April 18, 2000.

10.11    Restricted Stock Award Agreement Between 2-Infinity.com and David
         Bodie, dated April 18, 2000.

10.12    Restricted Stock Award Agreement Between 2-Infinity.com and Kelly
         Nispel, dated April 18, 2000.

10.13    Restricted Stock Award Agreement Between 2-Infinity.com and Ahmed
         Alumran, dated April 18, 2000.

23.1     Consent of Jones, Jensen & Company, LLC Certified Public Accountants.

23.3     Consent of Holme Roberts & Owen LLP (contained in Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page of this
         Registration Statement).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned 2-Infinity.com hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

                                     II-3
(2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial BONA FIDE offering
         thereof.

         (b) The undersigned, 2-Infinity.com, hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of 2-Infinity.com's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of 2-Infinity.com pursuant to the foregoing provisions, or otherwise,
2-Infinity.com 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
2-Infinity.com of expenses incurred or paid by a director, officer or
controlling person of 2-Infinity.com 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, 2-Infinity.com
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-4
POWER OF ATTORNEY

         Each person whose signature appears below authorizes each of Majed
Jalali or Kelly Nispel, or any one of them, to execute in the name of each
such person who is then an officer or director of 2-Infinity.com, and to file
any amendments to this Registration Statement necessary or advisable to enable
2-Infinity.com to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities that
are the subject of this Registration Statement, which amendments may make such
changes to such Registration Statement as such attorney may deem appropriate.

                                   SIGNATURES

THE REGISTRANT

         Pursuant to the requirements of the Securities Act, 2-Infinity.com
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on the 31st day of May,
2000.

                               2-INFINITY.COM, INC.

                               By: /s/ Majed Jalali
                                   --------------------------------------------
                                        Majed Jalali, Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signatures                                   Title                               Date
                 ----------                                   -----                               ----
/s/ Majed Jalali                               Chairman and Chief Executive Officer           May 31, 2000
--------------------------------
Majed Jalali

/s/ Patrick Cody Morgan                        Director, Vice President, Secretary            May 31, 2000
--------------------------------
Patrick Cody Morgan

/s/ Kelly Nispel                               Director and Chief Financial Officer
--------------------------------               (principal financial and accounting            May 31, 2000
Kelly Nispel                                                 officer)
II-5
INDEX TO EXHIBITS

Exhibit No.       Exhibit
-----------       -------

3.1      Articles of Incorporation of Chancellor Trading Group, Inc. filed July
         14, 1995 (incorporated herein by reference to Exhibit 3.1 of
         2-Infinity.com's Registration Statement on Form S-8 (File No.
         333-95021) (the "Company's Form S-8").

3.2      Articles of Merger between Lakota Energy, Inc. and Chancellor Trading
         Group, Inc. filed December 27, 1996 (incorporated herein by reference
         to Exhibit 3.2 of the Company's Form S-8).

3.3      Articles of Amendment to the Articles of Incorporation of Lakota
         Energy, Inc. filed August 4, 1999 (incorporated herein by reference to
         Exhibit 3.3 of the Company's Form S-8).

3.4      Bylaws of Lakota Energy Inc.(incorporated herein by reference to
         Exhibit 3.4 of the Company's Form S-8).

3.5      Articles of Amendment to the Articles of Incorporation of Lakota
         Technologies, Inc. (incorporated by reference herein to Exhibit 3.5 of
         the Company's Quarterly Report on Form 10-QSB for the quarter ended
         March 31, 2000).

5.1      Opinion of Holme Roberts & Owen LLP with respect to legality of the
         securities of 2-Infinity.com being registered.

10.1     Restricted Stock Award Agreement Between 2-Infinity.com and Jason
         Miller, dated April 18, 2000.

10.2     Restricted Stock Award Agreement Between 2-Infinity.com and Andrea
         Gonzales, dated April 18, 2000.

10.3     Restricted Stock Award Agreement Between 2-Infinity.com and Sherri
         Mercer, dated April 18, 2000.

10.4     Restricted Stock Award Agreement Between 2-Infinity.com and David
         Marron, dated April 18, 2000.

10.5     Restricted Stock Award Agreement Between 2-Infinity.com and Nick
         Escobedo, dated April 18, 2000.

10.6     Restricted Stock Award Agreement Between 2-Infinity.com and Mike
         Virata, dated April 18, 2000.

10.7     Restricted Stock Award Agreement Between 2-Infinity.com and Cody
         Morgan, dated April 18, 2000.
10.8     Restricted Stock Award Agreement Between 2-Infinity.com and Majed
         Jalali, dated April 18, 2000.

10.9     Restricted Stock Award Agreement Between 2-Infinity.com and Candus
         Morgan, April 18, 2000.

10.10    Restricted Stock Award Agreement Between 2-Infinity.com and Charlie
         Downey, dated April 18, 2000.

10.11    Restricted Stock Award Agreement Between 2-Infinity.com and David
         Bodie, dated April 18, 2000.

10.12    Restricted Stock Award Agreement Between 2-Infinity.com and Kelly
         Nispel, dated April 18, 2000.

10.13    Restricted Stock Award Agreement Between 2-Infinity.com and Ahmed
         Alumran, dated April 18, 2000.

23.1     Consent of Jones, Jensen & Company, LLC Certified Public Accountants.

23.3     Consent of Holme Roberts & Owen LLP (contained in Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page of this
         Registration Statement).

                                      ii