SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                        Fiscal Year Ended April 30, 2005

                        Commission file number 000-30999

                          INFINITY CAPITAL GROUP, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

        Maryland                                   16-1675285
        --------                                   ----------
(State of incorporation)                (I.R.S. Employer Identification No.)

                   7 DEY STREET, SUITE 900, NEW YORK, NY 10007
                      -------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 212-962-4400

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                             ----------------------
                               Title of each class

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                                Yes  X       No
                                                   -----       -----

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.   X
                  -----

State issuer's revenues for its most recent fiscal year.  $345

There were 18,675,000 shares of the Registrant's  common stock outstanding as of
April 30, 2005.

The   aggregate   market  value  of  shares  of  voting  common  stock  held  by
nonaffiliates of the Registrant was $0 on April 30, 2005.



                                       1
<PAGE>



                               TABLE OF CONTENTS

                                     PART I

         Item 1.  Description of Business                                      3
         Item 2.  Description of Property                                     43
         Item 3.  Legal Proceedings                                           44
         Item 4.  Submission of Matters to a Vote of Security Holders         44

                                    PART II

         Item 5.  Market for Common Equity and Related Stockholder Matters    44
         Item 6.  Management's Discussion and Analysis or Plan of Operation   45
         Item 7.  Financial Statements                                        45
         Item 8.  Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosure                                    46
         Item 8A. Controls and Procedures                                     46
         Item 8B. Other Information                                           46

                                    PART III

         Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act           47
         Item 10. Executive Compensation                                      48
         Item 11. Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters                             50
         Item 12. Certain Relationships and Related Transactions              50
         Item 13. Exhibits                                                    51
         Item 14. Principal Accountant Fees and Services                      52

                                   SIGNATURES


                                       2
<PAGE>

                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

     History
     -------

         The Company was formed in April 2000 for the purpose of engaging in any
lawful business only. No revenues have been achieved.

         On April 29, 2005,  Infinity Capital Group, Inc. entered into a Plan of
Merger  with  Fayber  Group,  Inc.  Infinity  Capital  Group,  Inc.,  a Maryland
corporation,  had acquired all shares  outstanding of Fayber Group, Inc. for the
purposes of  accomplishing a Merger of Infinity  Capital Group,  Inc. and Fayber
Group, Inc. There was no change to the issued and outstanding shares of Infinity
Capital Group, Inc., and all shares of Fayber Group, Inc. were retired by virtue
of the merger. The Merger was completed on May 2, 2005.  Infinity Capital Group,
Inc. is the surviving corporation.

         The Company acquired 100% of Fayber Group, Inc. in exchange for 100,000
shares  of  common  stock and a $20,000  Promissory  Note  specifically  for the
purposes of entering into a merger with Fayber Group, Inc.


     Financial Information About Industry Segments
     ---------------------------------------------

         See "Financial Statements," Item 7 below.

     Narrative Description of Business
     ---------------------------------

         The Company was  incorporated  under the laws of the State of Nevada on
April 17, 2000 and is in the developmental stage. For the period of 2001 through
date  hereof,  the Company  had minimal  revenues or business at the date of the
report. The Company has no commercial  operations as of date hereof. The Company
has no full-time employees and owns no real estate.

        On April 29, 2005,  Infinity Capital Group, Inc. entered into a Plan of
Merger  with  Fayber  Group,  Inc.  Infinity  Capital  Group,  Inc.,  a Maryland
corporation,  had acquired all shares  outstanding of Fayber Group, Inc. for the
purposes of  accomplishing a Merger of Infinity  Capital Group,  Inc. and Fayber
Group, Inc. There was no change to the issued and outstanding shares of Infinity
Capital Group, Inc., and all shares of Fayber Group, Inc. were retired by virtue
of the merger. The Merger was completed on May 2, 2005.  Infinity Capital Group,
Inc. is the surviving corporation.

         The Company acquired 100% of Fayber Group, Inc. in exchange for 100,000
shares  of  common  stock and a $20,000  Promissory  Note  specifically  for the
purposes of entering into a merger with Fayber Group, Inc.

                                       3
<PAGE>

                           FORWARD-LOOKING INFORMATION

         Some of the  statements  contained in this  document and the  documents
incorporated   herein  by   reference.   In  some   cases,   you  can   identify
forward-looking  statements by terms such as "may," "will," "should,"  "expect,"
"plan,"  "anticipate,"   "believe,"  "estimate,"   "predict,"   "potential,"  or
"continue," or the negative of these terms or other comparable terminology.  The
forward-looking  statements  contained  or  incorporated  by  reference  in this
document involve known and unknown risks,  uncertainties  and other factors that
may  cause  Infinity's  actual  results,  level  of  activity,   performance  or
achievements  to be  materially  different  from any future  results,  levels of
activity,  performance or achievements expressed or implied by these statements.
These factors  include  those listed under "Risk  Factors" and elsewhere in this
document and the documents incorporated herein by reference.

         Although  Infinity  believes  that the  expectations  reflected  in the
forward-looking  statements are  reasonable,  Infinity cannot  guarantee  future
results,  levels of activity,  performance or achievements.  Potential investors
should not place undue reliance on these forward-looking statements.


GENERAL DESCRIPTION OF INFINITY

         Infinity  Capital  Group,   Inc.   ("Infinity")  is  a  non-diversified
closed-end management investment company which has filed a notice of election to
be regulated as a Business  Development Company under the 1940 Act. Infinity was
incorporated  on July 8, 2003, in Maryland.  Infinity has its  principal  office
located at 7 Dey Street, Suite 900, New York, NY 10007, and its telephone number
is (212) 962-4400.

REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940

         The 1940 Act was enacted to regulate investment companies. In 1980, the
1940 Act was amended by the adoption of the Small Business Investment  Incentive
Act.  The  purpose  of  the  amendment  was  to  remove  regulatory  burdens  on
professionally  managed  investment  companies  engaged in providing  capital to
smaller companies. The Small Business Investment Incentive Act established a new
type of investment  company  specifically  identified as a Business  Development
Company as a way to encourage  financial  institutions and other major investors
to provide a new source of capital for small developing businesses.

DEFINITION OF A BUSINESS DEVELOPMENT COMPANY   ("BDC")

         A BDC:

         is a closed-end  management  company that is engaged in the business of
furnishing capital and significant  managerial  assistance to companies which do
not have ready access to capital through conventional  financial channels.  Such
portfolio   companies   are  termed   "eligible   portfolio   companies."   More
specifically,  in order to qualify  as a BDC,  a company  must (i) be a domestic
company;  (ii) have registered a class of its equity  securities or have filed a
registration  statement  with  the  Commission  pursuant  to  Section  12 of the
Exchange Act;  (iii)  operate for the purpose of investing in the  securities of
certain  types of portfolio  companies,  namely,  development  stage or emerging
companies and businesses  suffering or just recovering from financial  distress;
(iv)  extend  significant  managerial  assistance  generally  to such  portfolio
companies; (v) have a majority of directors who are not "interested persons" (as
defined in the 1940 Act), and (vi) file (or, under certain circumstances, intend
to file) a proper notice of election with the Commission.

                                        8
<PAGE>

         An  eligible  portfolio  company is  generally  a company in the United
States that is not an  investment  company and that (i) does not have a class of
securities  registered on a national exchange or included in the Federal Reserve
Board's  over-the-counter  margin list; (ii) is actively controlled by a BDC and
has an affiliate of a BDC on its board of  directors;  or (iii) meets such other
criteria as may be established by the Commission.  Control under the 1940 Act is
presumed to exist where a BDC beneficially owns more than 25% of the outstanding
voting securities of the portfolio company.

         The 1940 Act prohibits or restricts  companies  subject to the 1940 Act
from investing in certain types of companies, such as brokerage firms, insurance
companies, investment banking firms and investment companies. Moreover, the 1940
Act  limits  the type of assets  that BDCs may  acquire  to  certain  prescribed
qualifying  assets and certain  assets  necessary  for its  operations  (such as
office furniture, equipment and facilities) if, at the time of acquisition, less
than  70% of the  value of the  BDC's  assets  consists  of  qualifying  assets.
Qualifying assets include:

o        privately acquired securities of companies that were eligible portfolio
         companies at the time such BDC acquired their securities;

o        securities of bankrupt or insolvent companies;

o        securities of eligible portfolio companies controlled by a BDC;

o        securities  received in exchange for or  distributed in or with respect
         to any of the foregoing, and

o        cash items, government securities and high-quality short-term debt.

         The 1940 Act also places restrictions on the nature of the transactions
in which,  and the persons from whom,  securities  can be purchased in order for
the securities to be considered  qualifying  assets.  Such restrictions  include
limiting purchases to transactions not involving a public offering and acquiring
securities  directly  from  either  the  portfolio  company  or their  officers,
directors or affiliates.

         We have no senior securities  outstanding and have no current intention
of issuing any senior securities although we may do so in the future.

         We may sell our securities at a price that is below the net asset value
per  share  only  (i)  after  a  majority  of our  disinterested  directors  has
determined  that  such a sale  would  be in our  best  interests  and  the  best
interests  of our  stockholders,  and (ii) upon the approval by the holders of a
majority  of our  outstanding  voting  securities,  including  a majority of the
voting securities held by non-affiliated  persons,  of such a policy or practice
within  one year  prior to such  sale.  If the  offering  of the  securities  is
underwritten,  a majority of the disinterested  directors must determine in good
faith that the price of the securities being sold is not less than a price which
closely  approximates the market value of the securities,  less any distribution
discounts or  commissions.  As defined in the 1940 Act, the phrase  "majority of
our  outstanding  voting  securities"  means  the vote of (i) 67% or more of our
common  stock  present  at a  meeting,  if the  holders  of more than 50% of our
outstanding  common stock are present or represented by proxy, or (ii) more than
50% of our outstanding common stock, whichever is less.

         Many of our transactions  with our affiliates (as well as affiliates of
those  affiliates)  which were prohibited  without the prior approval of the SEC
under  the  1940  Act  prior  to its  amendment  by the  Incentive  Act  are now
permissible

                                        9
<PAGE>

upon the prior  approval  of a majority  of our  disinterested  directors  and a
majority of the  directors  having no  financial  interest in the  transactions.
However,  certain  transactions  involving  certain  persons  with  whom  we are
associated,  including our directors, officers, and employees, may still require
the prior  approval of the SEC. In general:

o        any person who owns,  controls  or holds  power to vote more than 5% of
         our outstanding common stock;

o        any director, executive officer or general partner of that person; and

o        any person who directly or indirectly controls, is controlled by, or is
         under common control with, that person,

must obtain the prior approval of a majority of our disinterested directors and,
in some  situations,  the prior approval of the SEC,  before engaging in certain
transactions  involving  us or any  company  under  our  control.  The  1940 Act
generally  does not restrict  transactions  between a company and its  portfolio
companies.

         While a BDC may change the nature of its  business so as to cease being
a BDC or, under certain circumstances, to change its business purpose, it may do
so only if  authorized  by a majority  vote (as  defined in the 1940 Act) of its
outstanding  voting  securities:   stockholder  approval  of  changes  in  other
fundamental  investment  policies of a BDC is not  required  (in contrast to the
general 1940 Act requirement,  which requires  stockholder approval for a change
in  any  fundamental   investment   policy).  We  are  entitled  to  change  our
non-diversification  status  without  stockholder  approval.  Should we lose our
status as a BDC, we would become subject to more stringent  regulation under the
1940 Act if we did not become exempt from 1940 Act regulation.

                              BUSINESS OF INFINITY

         We are in the business of providing  growth capital to small businesses
and assisting these companies and actively helping to build those companies.  We
will focus on emerging  growth  companies  that  satisfy our  Company's  minimum
financial  or  "quantitative"  as  well as  qualitative  criteria  prior  to our
investment.  Typically, our quantitative criteria precludes us from investing in
any company  that has not yet begun  operations  or is otherwise at the start up
stage of  development.  We have chosen to invest only in businesses  that have a
minimum  operating  history of two years with  revenues in excess of one million
dollars  and which are  seeking  capital  to expand  their  business  product or
service offerings or seek capital to access the public equity markets via a near
term Offering or merger with another corporation.  By focusing on companies that
are in the expansion and mezzanine round of financing, we can be classified as a
later stage  venture  capital firm.  In the past 20 years,  venture  capital has
become a multibillion dollar industry that is recognized as one of the country's
primary sources of economic growth.  The principal reasons for the growth of the
venture capital industry have been (i) the industry's  investment rate of return
and (ii) the  industry's  ability  to  demonstrate  that the high  risks of loss
inherent in  investing  in unproven  companies  can be  significantly  mitigated
through (a)  investing in a number of companies in a balanced  portfolio and (b)
active involvement in the management of the individual portfolio companies.

                                       10
<PAGE>

         Past  performance of the venture  capital  industry is not  necessarily
indicative of that sector's future performance, nor is it a proxy for predicting
the returns of the funds.  We cannot  guarantee  that we will meet or exceed the
rates of return  historically  realized  by the  venture  capital  industry as a
whole.  Moreover,  our overall return will be reduced by certain factors related
to our structure as a publicly-traded business development company. Such factors
include  the  lower  return  we are  likely  to  realize  on  short-term  liquid
investments during the period in which we are identifying potential investments,
as compared to many  venture  capital  funds that draw  capital  from  investors
periodically  to make  investments  and do not  commit  significant  capital  to
short-term liquid investments.  In addition,  periodic disclosure is required of
business  development  companies,  which could result in the Company  being less
attractive as an investor to certain potential portfolio companies.

                              INVESTMENT OBJECTIVES

         CAPITAL  APPRECIATION.  Our primary investment  objective is to provide
our  investors  with long term capital  appreciation  by investing  primarily in
private  placements of common stock,  convertible  preferred or convertible debt
securities  ("Debentures")  of small and medium  sized  public  companies  or in
private  placements  of common  stock,  convertible  preferred or  Debentures of
private  companies  seeking  to go public  within  the next six to  twenty  four
months.  Our  investment  objective is to restrict our  investments  to emerging
growth   companies  which  meet  or  exceed  our  quantitative  and  qualitative
investment  criteria,  thereby reducing the risks associated with investments in
early stage  companies,  but in those  companies  which we believe offer special
opportunities for growth. Our goal is to provide mezzanine and expansion capital
to our portfolio  companies in order to assist them in devising a  comprehensive
growth  strategy,  possibly  involving a  consolidation  of  similarly  situated
businesses or a geographic  expansion of existing product or service  offerings.
We plan on investing in and providing  strategic,  managerial,  and  operational
support to emerging growth companies that in the opinion of the management team,
afford an opportunity for significant  appreciation of our net investment within
six to twenty four months from the date of investment.

         CAPITAL  PRESERVATION.  A second  investment  objective  is to preserve
investor  capital  through  risk  management  and  active   involvement  in  the
management  of our portfolio  companies.  Among the risk  management  techniques
which we expect to employ are: (i) limiting our  investments in very early stage
companies,  (ii)  acquiring  controlling  interests  in  one or  more  portfolio
companies  that have a  positive  cash flow;  (iii)  co-investing  in  portfolio
companies with other professional venture capital investors;  and (iv) investing
only in portfolio companies where we have a defined and negotiated exit strategy
from the outset.  While we believe that active  involvement in the management of
portfolio companies is essential to achieving our investment objectives,  we may
not always  provide  significant  managerial  services  to all of our  portfolio
companies. Any single venture capital investment is risky. Many will not provide
any  gain,  and some  will be  complete  losses.  Professional  venture  capital
investors expect,  however, that the gains on successful investments will offset
the losses and provide a satisfactory percentage return on the entire portfolio.
However,  investors  are  cautioned  that due to the  limited  amount of our net
assets at the end of the proposed  Offering,  we will not be able to  adequately
diversify   these  assets  to  minimize  the  risks  of  loss   associated  with
diversification into several eligible portfolio company  investments.  We intend
on increasing our net assets through  additional  equity offerings in the future
but we cannot be assured that we will be successful  in raising such  additional
capital  or be  able  to  complete  the  proposed  Offering  by  becoming  fully
subscribed.

INFINITY  MAY  NOT  MEET  OF ITS  PRINCIPAL  INVESTMENT  OBJECTIVES.  See  "Risk
Factors."


                                       11
<PAGE>


INFINITY'S APPROACH COMPARED TO TRADITIONAL SOURCES OF VENTURE FINANCING

         Emerging  companies  traditionally  seek  financing for growth from two
primary  sources:  independent  private  venture  capital  funds  and  corporate
strategic  investors.  Each of these  sources has  advantages  but also  notable
disadvantages  for the emerging  company.  Venture  capital funds  generally are
established  for a limited  term and their  primary  goal is to  maximize  their
financial  return within a short time frame. A venture  capital fund often seeks
to liquidate its  investment in the emerging  company by  encouraging  either an
early initial public  offering or a sale.  This often can jeopardize an emerging
company's  chances for success  especially if its  technology has not been fully
developed or its intellectual property fully safeguarded prior to its debut into
the market.  Traditional  venture capital funds generally have limited resources
available to provide managerial and operational support to an emerging company.

         Corporate  strategic  investors are typically large  corporations  that
invest in emerging companies to gain access to a promising product or technology
without incurring the initial cost of development or the diversion of managerial
time and  attention  necessary  to develop new products or  technologies.  Often
these investments  involve both financing support to the emerging company and an
arrangement  under which the  strategic  investor  obtains the right to use, and
intellectual  property  ownership of, the products or technology of the emerging
company.  While  strategic  investors  are  generally  able to provide  business
development support, the rationale behind the investment of a strategic investor
may be  incompatible  with the  development of the emerging  company.  Strategic
investors often  discourage the emerging company from becoming a public company,
selling  to  competitors  of  the  strategic  investor  or  from  retaining  the
intellectual  property rights to products  developed  jointly with the strategic
investor.

         We believe that our relationship  with our future  portfolio  companies
will offer many of the benefits of both the private  venture  capital  financing
model and the  strategic  investor  financing  model without most of the related
drawbacks.  By raising investment capital for our portfolio companies through an
offering of our own Common Stock to the public and actively  working to create a
secondary market for such Common Stock, we anticipate  having greater  financing
flexibility  and  tolerance  for allowing  further  development  of our eligible
portfolio  companies prior to their sale or their initial public  offerings.  By
creating an actively  traded  secondary  market for our Common Stock, we hope to
have  access to  additional  equity  capital  that may be needed  for  follow on
investments.  Thus,  unlike a traditional  venture capital fund, we will seek to
create a  secondary  market  for our  Common  Stock  with  sufficient  depth and
liquidity to allow us to access  additional equity capital more easily than such
capital could be attained  through  private  placements to select  investors and
investment  pools.  We  believe  that we will  have a greater  ability  to raise
capital  for  "follow  on"  investments  for  our  portfolio  companies  than  a
traditional  private venture capital fund that is fully invested.  We may not be
successful  in raising  additional  funds for such follow on  investments  or in
establishing and sustaining an actively traded secondary market for its stock.

         If an active  secondary  market  for our  common  stock  develops,  our
shareholders  will have the advantage of liquidity in their  investment,  unlike
investors in a traditional  private  venture  equity fund. The access to capital
and shareholder liquidity resulting from an actively traded secondary market for
our common stock will differentiate us from traditional  private venture capital
funds by potentially  reducing the pressure for us to take certain  actions that
may be detrimental to the interests of our shareholders, such as liquidating one
or more of our  portfolio  companies or  initiating a premature  initial  public

                                       12
<PAGE>
offering of a portfolio  company  that has not fully  developed  its products or
technology. An investor in our common stock will be able to liquidate his or her
investment without having to wait for the liquidation of our Company or the sale
of our  investments  in our  portfolio  companies.  A  shareholder  of a private
venture  capital fund would typically only be able to realize value (or loss) if
the Company  either  liquidated  its  positions in its portfolio  companies,  or
liquidated itself.

         We believe that we have an advantage over a strategic  investor in that
our interests are more closely  aligned with those of the emerging  company.  We
share the emerging  company's  interest in maximizing  its success by developing
and retaining  ownership rights in a marketable product or technology,  which in
turn would maximize our return on investment.  An initial public offering of the
emerging  company,  often  required to raise the additional  capital  investment
necessary to fully develop a company's product or technology, would also benefit
us by creating liquidity in our investment.

DESCRIPTION OF INTENDED OFFERING

         The  Company   intends  to  offer   1,250,000   Units  ("Units")  in  a
self-underwritten, initial public offering. Each Unit will consist of two shares
of common stock ("Shares"),  and one Class C Common Stock purchase warrant for a
maximum  aggregate  of  $4,875,000  or $2.40 per unit.  The Class C Common Stock
purchase  warrant  will  entitle its owners to purchase  one share of our Common
Stock for $1.50 per share,  subject to adjustments  for stock splits and reverse
stock  splits  until  December  1,  2009,  at which time they will  expire.  The
Offering is expected to commence 10 days after there are no more  comments  from
the SEC on its Form 1-E.

USE OF PROCEEDS OF INTENDED OFFERING

         If we receive Offering  proceeds we will pay out certain offering costs
associated  with  the  proposed  Offering  including  expenses  advanced  by our
management  team,  commissions,  finders fees.  The  following  table assumes we
become fully  subscribed in such  proposed  Offering and that we have raised the
aggregate  amount  of  $3,000,000.  Notwithstanding  these  initial  costs,  the
remaining  funds raised  pursuant to the proposed  Offering will be allocated as
follows:

         The proceeds of the proposed  Offering if achieved  would be applied in
the estimated amounts set forth below.

                                                         Amount         Percent

Gross Offering Proceeds..................             $3,000,000.00      100.00%
First-year Operating Costs ..............             $  797,440.00       26.58%
                                                      -------------   ----------
Amount Available for Investment, Subsequent Years'
Operating Costs and Distribution Expenses.........    $2,202,560.00       73.42%


                                       13
<PAGE>


         The following  table sets forth the estimated Next Year Operating Costs
(other than broker  commissions and/or finders fees) which are anticipated to be
incurred by the Company during its next 12 months of operations.

OTCBB Filing and Listing Fees / Blue Sky Registration Costs......$     59,440.00
Salaries/Benefits............................................... $    320,000.00
Legal/Accounting Fees/Insurance................................. $    228,000.00
Office Rent/Telephones/Utilities/Travel......................... $    128,000.00
Working Capital................................................. $     62,000.00
Amount Available for Investment................................. $  2,202,560.00
Total  ......................................................... $  3,000,000.00

         The  Company may also invest its funds in  commercial  paper  (rated or
unrated) and other short-term securities. Cash, cash items, securities issued or
guaranteed by the United States  Treasury or United States  government  agencies
and high  quality  debt  securities  (commercial  paper rated in the two highest
rating  categories  by Moody's  Investor  Services,  Inc.  or  Standard & Poor's
Corporation  or, if not rated,  issued by a company having an  outstanding  debt
issue so rated or  corporate  bonds rated at least AA) with  maturities  of less
than one year at the time of investment will qualify for determining whether the
Company has 70% of its total  assets  invested in types of assets  specified  in
Section  55  of  the  Investment  Company  Act.  See  "Investment   Company  Act
Regulation."

         The Company  intends on managing  the Net  Proceeds it may achieve from
its proposed  Offering as follows:  (A) We will invest the first  $1,000,000  we
raise to finance  the  acquisition  of a yet to be  identified  private  company
looking to go public via  Satellite  Organizing  Solutions,  Inc.  (Pink Sheets:
SOZG),  a Portfolio  Company of Infinity in accordance  with a future merger and
investment  term sheet between the private  company,  and Infinity.  Such future
merger and  investment  term sheet  shall be  disclosed  on a Form 8K as soon as
Letter of Intent with is executed.  (B) Pending  investment in venture financing
transactions  and  pending  distributions  of the  balance,  we will  invest the
balance of our Net Proceeds in (i)  securities  issued or guaranteed by the U.S.
government, its agencies or instrumentalities;  (ii) repurchase agreements fully
collateralized by U.S. government securities; (iii) short-term high-quality debt
instruments  of U.S.  corporations;  and  (iv)  pooled  investment  funds  whose
investments are restricted to those described above.

                         INVESTMENT POLICIES OF INFINITY

         For  purposes  of  these  investment   policies  and  unless  otherwise
specified,  references  to the  percentage  of our total  assets  "invested"  in
securities  of a company will be deemed to refer,  in the case of  financings in
which we commit to provide  financing  prior to funding the  commitment,  to the
amount of our total  assets  represented  by the value of the maximum  amount of
securities to be issued by the eligible portfolio company to us pursuant to such
commitment.  We will not be required to divest  securities  in our  portfolio or
decline to fund an existing  commitment  because of a  subsequent  change in the
value of securities we have previously acquired or committed to purchase.

         INVESTMENT  OBJECTIVES  THAT MAY NOT BE CHANGED OR  MODIFIED  WITHOUT A
SHAREHOLDER VOTE. The following investment  objectives cannot be changed without
a vote of the  holders of a majority  of our  voting  securities.  The manner in
which we intend on achieving our investment  objectives,  however, is within the
discretion of our Board and management team and may be changed at any time.

                                       14
<PAGE>

         QUANTITATIVE  CRITERIA.  Infinity will seek to invest 95% of Infinity's
total  investment  capital  in  equity  of  companies  that  meet the  following
criteria:

o        The company has been in operations for a minimum of two years;

o        The  company  has a  minimum  annual  revenue  run  rate  of  at  least
         $1,000,000 for its most recent fiscal year;

o        The company has a positive  EBITDA for its most recent  fiscal year, or
         through  deleveraging and/or through additional equity  capitalization,
         the company will have a positive EBITDA.

o        The  company  has at  least  six  months  available  cash to  fund  its
         operations and  indications  from other equity  investors of additional
         investment;

         We will not change the  quantitative  criteria  we will  require of our
portfolio  companies.  It is our goal to  invest  solely in  profitable  or near
profitable companies which have been operating for at least two fiscal years and
have annual revenues of a minimum of one million dollars. However, we may invest
in companies  which do not have a minimum annual revenue run rate of one million
dollars  if such  company is  publicly  traded  and we have  determined  that an
investment in the  securities of such company is reasonable and will allow us to
exit our investment  within twelve months,  either through  registration  of the
securities we have  purchased or through  resale  pursuant to the  provisions of
Rule  144 of  the  Securities  Act.  We  define  a  "revenue  run  rate"  as the
anticipated  revenues to be  received  within the next  twelve  months  based on
existing  contracts  with  current  customers.   We  will  limit  our  aggregate
investment  to  $500,000  (or in the event  that  Company's  net  assets  exceed
$5,000,000,  then 10% of such Company assets) in investments in public companies
which do not meet our quantitative criteria.

         Although we will seek to invest in  companies  with  existing  positive
EBITDA (Earnings before income taxes,  depreciation and  amortization),  we will
consider turn around  situations  where we can clearly identify the source(s) of
financial distress and we can through our investment,  or through  co-investment
with  other  private  equity  funding  sources,  readily  ascertain  performance
improvements that will result from deleveraging or through equity placement.  We
will not  change  our  investment  intent of  investing  in a  diverse  array of
industries by  restricting  our  investment  criteria to any single  industry or
sector.

         Our goal is to identify and invest in portfolio  companies whose equity
has the potential for significant appreciation, and to minimize portfolio losses
by careful  selection of such portfolio  companies,  diversification  and active
participation  in the  management of portfolio  companies.  Upon the  successful
completion of the proposed  Offering,  we will seek to raise  additional  equity
capital to invest in companies  engaged in businesses in our opinion have strong
growth forecasts in the upcoming several years. We intend to invest in companies
in various industries that are seeking to expand their market position and which
are at a stage of development  that would benefit from our business  development
and management support, financing, and market knowledge.

         We expect to realize value for our  shareholders  by selling the equity
securities of our portfolio companies for a profit,  either to private investors
or by taking the portfolio  companies public (generally  through an offer to our
shareholders  of rights  to  purchase  stock of the  portfolio  company  in that
portfolio  company's  initial public offering (a "rights offering" - see below).

                                       15
<PAGE>

         We  will  distribute  our  net  income  on a  quarterly  basis  to  our
shareholders of record at the beginning of the prior quarter.  Value may also be
realized through  continued  ownership of investments in portfolio  companies in
the form of dividends. We may not be successful in selling any equity securities
of our portfolio companies for a profit at any time in the future.

         Our goal is to maximize the value of our portfolio of companies for our
shareholders,  by selling part of our equity interest in the emerging company at
a premium over the initial  investment  price through a rights offering or other
form of distribution  at the  appropriate  time. A rights offering is an initial
public offering of an emerging company,  directed to our existing  shareholders.
It involves the grant to our  shareholders of transferable  rights to buy shares
of the emerging  company's stock at a price established by the emerging company,
us, and an underwriter, if any.

         Our  shareholders  will  be  able  to  exercise  the  rights,   thereby
participating  in initial public offerings of growth companies which are usually
reserved for large institutional  investors,  or they may sell the rights at the
prevailing  market  price.  We  generally  will  retain  some  ownership  in our
portfolio  companies  after  taking  them  public  and will  also  maintain  our
representation,  if previously established,  on the portfolio company's board of
directors,  thereby exerting  continued  influence over the portfolio  company's
management  and  strategic  direction.  Growth in the value of public  portfolio
companies will benefit us and also benefit those  shareholders  who have elected
to purchase the portfolio company's shares in its public offering.

UNLESS  OTHERWISE  STATED  HEREIN,  OR  PROHIBITED  BY THE 1940 ACT,  ALL OF THE
FOLLOWING  INVESTMENT  POLICIES ARE SUBJECT TO CHANGE  WITHOUT THE PRIOR VOTE OF
THE  HOLDERS  OF A MAJORITY  OF THE VOTING  SECURITIES  OF  INFINITY.  See "Risk
Factors."

         In selecting  investments  for our portfolio,  we will endeavor to meet
the  following  investment  guidelines,  as  established  by our Board.  We may,
however, make investments that do not conform to one or more of these guidelines
when deemed  appropriate by our Board of Directors.  Such  investments  might be
made  if we  believe  that a  failure  to  conform  in one  area  is  offset  by
exceptional  strength  in  another  or is  compensated  for by a  higher  yield,
favorable warrant issuance or other attractive terms or features.

         Our investment will typically be negotiated directly with the issuer in
private  transactions.  Our investments in portfolio companies will generally be
in the form of preferred stock and/or debentures that is convertible into common
stock under certain  circumstances,  including the sale by the company of shares
of its common stock in an initial  public  offering or  secondary  distribution,
post  merger  with a  publicly  traded  company.  Preferred  stock  offers  many
advantages over common stock, including:

-        In the  event  the  company  is  liquidated  or sold,  the  holders  of
         preferred  stock  receive  payment  prior to and in  preference  to the
         holders of common stock.
-        Preferred  stockholders  typically have protective  provisions that can
         have the effect of prohibiting certain  transactions,  including a sale
         of the company, unless the holders of a majority of the preferred stock
         approve such transaction.
-        Holders of preferred shares are often granted the right to elect one or
         more members of the company's board of directors.

         We are not limited to investing in preferred stock, however, and retain
the  right to  invest  in other  assets  if we  believe  that  such  alternative
investments are in your best  interests.  Such other assets might include common

                                       16
<PAGE>

stock,  debt  securities  such  as  debentures  (which  may  be or  may  not  be
convertible  into equity  securities) and warrants or options to purchase equity
securities.

         After our initial investment,  we anticipate that we will often provide
additional or follow on financing or introduce our portfolio  companies to other
private equity funding sources for such follow on investments.

INVESTMENT CRITERIA

         STAGE OF DEVELOPMENT  CRITERIA. We are a special situations Company. We
will look only for opportunities  which we believe will provide our stockholders
with a return on investment  within a short period of time,  typically less than
twenty four months.  Our  objective is to invest in private  corporations  which
meet  our  quantitative   requirements  as  previously   described  as  well  as
qualitative  requirements  that we look for in each investment  opportunity.  In
addition,  we will  look to invest in  public  corporations  which  have a small
market capitalization but which either have shifted in business direction,  been
subject to a reorganization  or  recapitalization  or other  significant  change
which has caused their stock to fall out of favor in the  investing  public.  In
such instances,  we may relax our quantitative  requirements for such distressed
public  corporations  with the view to assist such  companies  in  developing  a
strategic business plan which may include merger or acquisition of other private
operating  businesses  which may be synergistic to the existing  business of the
public corporation. Our ultimate goal in providing such managerial assistance is
to provide the portfolio  company and its  shareholders  with a new and valuable
growth  strategy  as well as benefit our  stockholders  with an  opportunity  to
profit  from  our  ability  to  restructure  and  assist  an  otherwise  dormant
corporation  in regaining  investment  value.  In addition,  by assisting  small
distressed public corporations realign themselves with new operations as well as
benefit our private portfolio companies with an opportunity to access the public
equity markets via merger,  we will  essentially  provide  positive and valuable
assistance  to  stockholders  of the  merged  entities.  In the  event  that the
Company's net assets exceeds $10 million, we may seek to diversify our portfolio
based on the stage of  development of eligible  portfolio  companies by limiting
our aggregate  investment in securities of companies that, in the opinion of the
Board, are in the start-up stage to a maximum of 5% of our total assets,  except
that  we may  invest  up to 2% of  Infinity's  total  assets  in  securities  of
companies  that, in our opinion,  are in the seed capital stage. We will seek to
invest the  remainder  of our assets in  securities  of companies  that,  in our
opinion,  are in the expansion stage or mezzanine stage.  Infinity may invest in
seed capital stage  companies for  strategic  purposes,  with the goal of making
additional,  larger  investments if the company succeeds.  For purposes of these
investment guidelines, the stages of development are defined as follows:

o            Seed capital companies represent the earliest stage of development.
             These  companies  have raised  relatively  modest equity capital to
             prove a concept and qualify for start-up capital.  Their activities
             generally are limited to product development, scientific and market
             research,  recruiting a management  team and  developing a business
             plan.  These  companies  likely do not have financial  support from
             either venture  capitalists or larger  companies  making  strategic
             investments.

o            Start-up stage companies are completing or have recently  completed
             product development and initial marketing,  but have not sold their
             products  commercially.  Generally  such  firms  have  made  market
             studies,  assembled key  management,  developed a business plan and
             are ready to commence operations.

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<PAGE>

o            Expansion  stage  companies have initiated or are about to initiate
             full-scale operations and sales, but may not be showing a profit.

o            Mezzanine  stage  companies are  approaching or have attained break
             even or profitability  and are continuing to expand. An acquisition
             or initial public offering may be imminent.

         Classification  of  a  company  by  stage  of  development  necessarily
involves a  subjective  judgment  by  Infinity,  and it is  possible  that other
investors  or market  analysts  would  classify a company  differently  than the
classification used by Infinity.

         QUALITITATIVE CRITERIA. All potential portfolio companies will first be
evaluated and assessed  based on their  relative  stage of  development  and the
quality of an investment in such portfolio  company based on the above criteria.
Once  Infinity's  management  team has  determined  that a  potential  portfolio
company  satisfies the above  criteria and is suitable for  investment,  it will
then be evaluated using the eight step process described below. After completion
of the  process,  receipt and review of all  internal  and  outside  reports and
evaluations of the potential portfolio company, the Board will submit the matter
of investing in the potential portfolio company to a vote. If the Board approves
the  investment,  Infinity will then proceed with a written  offer,  establish a
disbursement of proceeds schedule,  and prepare appropriate documents to reflect
Infinity's investment and any management service contracts between the potential
portfolio company and Infinity.

         (1) Read Business Plan/Assess Team. Request a business plan description
and  complete  resumes  of  management  from all  entrepreneurs.  Members of our
management  team will meet with the best of these  entrepreneurs,  attempting to
identify key traits that have been  associated with  entrepreneurial  success in
the past, such as high energy,  a must-win  attitude,  intellectual  brilliance,
high  personal  integrity,  relevant  experience,  a strong work ethic,  and the
ability to prioritize  and focus. A business plan submitted for evaluation to us
should contain the following information:

o        Overview of the  business  concept as well as the  company's  strategic
         focus and direction.

o        Discussion  of  competition   including  a  discussion  of  specialized
         expertise,   intellectual  property,   patents,   and/or  other  unique
         advantages held by either the company or its competitors.

o        Sources and uses of cash with respect to investment capital sought.

o        Pro forma  financial  projections for at least the current year and two
         subsequent years including expected capital  requirements from the time
         of the investment capital received through the two subsequent years.

o        Operating plan including current and projected staffing, equipment, and
         space requirements.

o        Discussion of minimum dollar  proceeds  necessary in order to implement
         the business plan.

o        Marketing plan.

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<PAGE>

o        Exhaustive  discussion of conflicts of interest with investors together
         with  steps  being  taken by the  portfolio  company to  mitigate  such
         conflicts  of  interest  and to protect  against  future  conflicts  of
         interest.

o        Resumes for all key officers/managers.

         (2) Evaluate  Potential  Market. We have developed  relationships  with
many market experts,  including Chief Executive Officers and other key employees
of many  successful  companies.  Each of these  contacts  represents  a valuable
source of  information  about  his or her own  market.  We will call upon  these
contacts  as well as create  new ones in the  markets  of each  company  seeking
funding for candid references.  As we evaluate markets, we must become convinced
that the company can attain niche leadership over time.

         (3) Examine  Structure of Business Model. We will examine the structure
upon which the business  plan is built.  The Board has indicated a distinct bias
toward business models calling for high gross margins and relatively low capital
intensiveness.  Such businesses have higher internally  sustainable growth rates
than most and are the best candidates for superior return on equity invested. In
addition,  we will require,  whenever possible,  implementation of the following
policies into the articles,  bylaws or operating agreements of its seed to start
up stage portfolio companies:

o        There can be only one class of common  shares,  all with  equal  voting
         rights,  and all  distributions of capital or earnings can only be made
         to all members based upon their percentage interest without preference;

o        Compensation  of  the  key   officers/managers  and  their  affiliates,
         including, but not limited to, all salary, bonuses,  commissions and/or
         fees, shall be based upon the success of the eligible portfolio company
         in reaching predetermined milestones established in its business plan;

o        The primary responsibility of the  management/officers of the entity is
         to serve as fiduciaries  charged with serving the best interests of the
         stockholders/members  even when such  interests may be in conflict with
         the management, officers or other employees of the entity;

o        No "poison pill" defenses to takeovers will be allowed;

         (4) Check References.  We will require that each entrepreneur  supply a
list of references in order that we may get a better sense of the entrepreneur's
past experience,  strengths,  weaknesses, and work habits. We make it a point to
get  references   outside  of  this  list  as  well,  in  order  to  avoid  only
"cherry-picked  references."  We believe  that these  checks  are  important  to
develop a more complete and accurate picture of the team.

         (5) Call Potential Customers. We intend to call a number of prospective
customers to get a sense of how they might  respond to the  envisioned  product.
These early  attempts to develop and promote a sense of customer  orientation in
all  entrepreneurs  in whom we invest  further helps  establish the value of the
venture investment.

                                       19
<PAGE>

         (6) Evaluate Product/Technology. As part of our analysis, we need to be
convinced  that the  product is  unique,  and that use of the  product  does not
require a substantial change in customer behavior.  To evaluate  technology,  we
will not rely on in-house expertise alone, but will contact and hire appropriate
specialists  and  consultants  to evaluate the  feasibility  of  developing  the
entrepreneur's vision. Generally, assuming technology risk is part of the job of
the early stage venture  capitalist.  Performing such a "Technology  Audit" will
often reduce such risk.

         (7) Evaluate  Risks/Rewards.  Evaluate the  pro-forma  financials,  the
likelihood of an exit after a 6 month to 24 month holding period.

         (8) Negotiate  Investment Terms. When deciding on making an investment,
we  will  draw  up  a  term  sheet  for  negotiation.  Valuation,  board  seats,
requirements for additional  investment,  vesting  schedules,  salaries,  and so
forth will all be discussed, and terms will be agreed upon.

         In addition,  consideration  of an  investment  in mezzanine and growth
stage companies will require a careful  evaluation of their  financial  records,
including an evaluation of the following:

o        Audited  financial  statements  and notes to the  financial  statements
         including:  management discussion of operations and liquidity;  details
         regarding all forms of actual compensation of management and affiliates
         by the entity;  details regarding the contractual  rights of management
         and  affiliates  to  compensation  by  the  entity;  number  of  shares
         outstanding  at the  beginning  of the period and the end of the period
         and an explanation of the difference, if any; and a detailed discussion
         of the entity's rights and obligations under any joint ventures entered
         into  along  with  a  full  discussion  of any  conflicts  of  interest
         management  may have in entering into such joint  ventures on behalf of
         the entity;

o        Equipment list and appraisal of equipment;

o        Facilities, current product descriptions;

o        Current management resumes, employment contracts;

o        All material contracts (and amendments) currently in effect, including,
         without limitation,  leases, sales, purchase, financing,  distribution,
         franchise,   intellectual  property,  employment,  insurance,  employee
         benefit, and joint venture contracts; currently outstanding contractual
         offers by and to the company;

o        Correspondence    with   contracting    parties   regarding    contract
         interpretation, claims, or threats of contract litigation;

o        Documents  relating  to the  company's  internal  determinations  as to
         whether it can, or should, fulfill a particular contract;

o        Documents  relating to material  acquisitions  and divestitures for the
         immediately  preceding five years,  particularly  agreements  involving
         covenants by or in favor of the company;

                                       20
<PAGE>

o        Certified   copies  of  the  company's   Certificate   or  Articles  of
         Incorporation  and  all  amendments  thereto  to  date,  as well as any
         proposed amendments;

o        Certified copies of the company's bylaws, as amended to date;

o        Minute books of the company,  including  minutes of the meetings of the
         board of directors,  any committee (whether of the board or otherwise),
         and shareholders for the last five years to date;

o        The company's stock transfer or stock ledger books;

o        The form(s) of the company's stock certificates and the language of all
         legends or specific terms appearing thereon;

o        All stock option,  bonus,  incentive,  or pension plans,  and any other
         agreements to issue shares of the company or any of its subsidiaries in
         the future;

o        All agreements relating to the beneficial ownership,  voting rights, or
         pledge of the company's common stock;

o        All  agreements  under  which  registration  or  preemptive-rights  are
         granted to shareholders of the company;

o        All  agreements,   offering  circulars,   letters  of  intent,  written
         proposals,  or memoranda  of any oral  proposals  for the  disposition,
         acquisition,  or  distribution  of any of the  assets  or shares of the
         company;

o        List of all  shareholders  of the  company,  cross-checked  against the
         stock  books and  disclosing  the status of  ownership  of each  (e.g.,
         joint, in trust, minor);

o        An opinion from  auditors  regarding  the fully paid and  nonassessable
         character of the company's shares;

o        All shareholder correspondence with the company for the last year;

         LACK OF  DIVERSIFICATION.  As a BDC, we must invest at least 70% of our
total assets in Qualifying Assets consisting of eligible portfolio companies and
certain other assets  including cash and cash  equivalents.  In order to receive
favorable  pass-through tax treatment on its  distributions to its shareholders,
we intend to diversify our pool of investments in such a manner so as to qualify
as a diversified closed end management investment company.  However,  because of
size of this current Offering,  and our anticipated goal is to invest in no more
than three to four  eligible  portfolio  companies,  we will be  classified as a
"non-diversified"  closed end  investment  company  under the 1940 Act, at least
initially.  Until we qualify as a "regulated investment company," we will not be
subject  to the  diversification  requirements  applicable  to  RICs  under  the
Internal  Revenue Code nor will it receive  favorable pass through tax treatment
on  distributions  made to its  shareholders.  Upon the closing of the  proposed
Offering, we will seek to increase the diversification of our portfolio so as to
make it  possible to meet the RIC  diversification  requirements,  as  described
below. We may not be able to meet those requirements.

                                       21
<PAGE>
         To qualify as an RIC, we must meet  certain  diversification  standards
under the Internal Revenue Code which require that, at the close of each quarter
of our  taxable  year,  (i) not more than 25% of the  market  value of our total
assets is invested in the securities of a single  issuer,  and (ii) at least 50%
of the market  value of our total  assets is  represented  by cash,  cash items,
government securities,  securities of other RICs and other securities (with each
investment  in such  other  securities  limited  so that not more than 5% of the
market  value of our total  assets is  invested  in the  securities  of a single
issuer and we do not own more than 10% of the outstanding voting securities of a
single  issuer).  For  purposes of the  diversification  requirements  under the
Internal  Revenue  Code,  the  percentage  of our  total  assets  "invested"  in
securities  of a company will be deemed to refer,  in the case of  financings in
which we commit to provide  financing  prior to funding the  commitment,  to the
amount of our total assets  represented by the value of the securities issued by
the eligible  portfolio company to us at the time each portion of the commitment
is funded.

         WARRANTS  AND  EQUITY  SECURITIES.  We expect to  acquire  warrants  to
purchase  equity  securities  and/or  convertible  preferred  stock of  eligible
portfolio companies in connection with providing venture financing. The terms of
the warrants,  including the  expiration  date,  exercise price and terms of the
equity  security  for which the warrant  may be  exercised,  will be  negotiated
individually with each eligible portfolio  company,  and will likely be affected
by the price and terms of securities issued by the eligible portfolio company to
other  venture  capitalists  and  other  holders.  It is  anticipated  that most
warrants  will be for a term of five to ten  years,  and will  have an  exercise
price related to the price at which the eligible portfolio company most recently
issued equity  securities  or, if a new equity  offering is imminent,  will next
issue  equity  securities.  The  equity  securities  for which a warrant  can be
exercised  generally  will be common  stock  (of which  there may be one or more
classes) or convertible  preferred stock.  Substantially all of the warrants and
underlying equity securities to be obtained by us will be restricted  securities
under the Securities Act at the time of their  issuance.  We intend to negotiate
registration   rights  with  portfolio   companies   such  as  (i)   "piggyback"
registration  rights,  which  would  permit us under  certain  circumstances  to
include some or all of the securities  owned by us in a  registration  statement
filed by the eligible portfolio company, or (ii) in rare circumstances, "demand"
registration  rights  permitting us under certain  circumstances  to require the
eligible  portfolio  company to register the securities under the Securities Act
(in some  cases at our  expense).  We also  intend  to  request  "net  issuance"
provisions  in the warrants,  which would allow us to receive,  upon exercise of
the warrant  without  payment of any cash, a net amount of shares  determined by
the increase in the value of the issuer's  stock above the exercise price stated
in the warrant.

         We anticipate providing  significant  managerial assistance through our
officers to certain companies whose securities are held in our portfolio, but we
will not be  obligated to do so. Each  warrant or  preferred  stock  purchase is
expected  to  contain  customary  and  negotiated  representations,  warranties,
covenants  and events of default to protect  us. We also intend to obtain a seat
on the  board  of  directors  of the  eligible  portfolio  company  and  request
covenants  against  subordination  of its dividend and  liquidation  preferences
associated  with its preferred  shares.  We will secure,  whenever  possible and
practicable,  our interest against land,  equipment and other tangible assets of
the eligible portfolio company.

         LEVERAGE.  We intend to borrow money from and issue debt  securities to
banks,  insurance  companies and other lenders to obtain additional funds. Under
the  1940  Act,  we may not  incur  borrowings  unless,  immediately  after  the
borrowing is incurred,  such borrowings  would have "Asset Coverage" of at least
200%. "Asset Coverage" means the ratio which the value of our total assets, less

                                       22
<PAGE>

all  liabilities  not  represented  by (i) the  borrowings  and (ii)  any  other
liabilities  constituting  senior  securities  under the 1940 Act,  bears to the
aggregate amount of such borrowings and senior securities.  The practical effect
of this limitation is to limit our borrowings and other senior securities to 50%
of our total assets less our  liabilities  other than the  borrowings  and other
senior  securities.  The  1940 Act  also  requires  that,  if we  borrow  money,
provision  be made  to  prohibit  the  declaration  of any  dividends  or  other
distribution  on our  common  stock  (other  than a  dividend  payable in common
stock),  or the repurchase by us of our common stock,  if, after payment of such
dividend or repurchase of common stock,  the Asset  Coverage of such  borrowings
would be below 200%. If we are unable to pay dividends or  distributions  in the
amounts  required  under  the  Internal  Revenue  Code,  we might not be able to
qualify  as an RIC or, if  qualified,  to  continue  to so  qualify.  The use of
leverage increases investment risk. Lenders may require that we pledge portfolio
assets as collateral for loans. If we are unable to service the  borrowings,  we
may risk the loss of such pledged  assets.  Lenders are also expected to require
that we agree to  covenants  limiting  our ability to incur  additional  debt or
otherwise limiting our flexibility.  Typically, such loan agreements provide for
acceleration of the maturity of the indebtedness if certain  financial tests are
not met.

         SPECIAL  SITUATIONS.  We are a special situations Company. We intend on
investing up to 90% of our  aggregate  investments  determined  over the life of
Infinity in special situation investments. Such special situations would include
providing  bridge  financing  to a company  which is in the  process  of raising
additional  private  equity,  planning an initial public  offering or seeking to
enter  into a  business  combination  through  which it would  be  acquired.  In
addition,  special  situations  would also include  investments  in a "troubled"
company undergoing a restructuring or  recapitalization  of its existing debt or
equity,  and making  investments in subordinated  debt. We also define a special
situation  investment  as  an  investment   opportunity  in  a  company  seeking
geographic expansion of its  products/services and in which we have structured a
defined exit strategy for our investment within twenty four months or less.

         TEMPORARY   INVESTMENTS.   Pending   investment  in  venture  financing
transactions  and pending  distributions,  we will invest seventy percent of our
excess cash in (i) securities issued or guaranteed by the U.S.  government,  its
agencies or  instrumentalities;  (ii) repurchase agreements fully collateralized
by U.S. government securities; (iii) short-term high-quality debt instruments of
U.S.  corporations;  and (iv)  pooled  investment  funds whose  investments  are
restricted to those described  above.  All such  investments  will mature in one
year or less. The U.S. government securities in which we may invest include U.S.
government securities backed by the full faith and credit of the U.S. government
(such as treasury bills,  notes and bonds) as well as securities  backed only by
the credit of the issuing  agency.  Corporate  securities in which we may invest
include  commercial paper,  bankers'  acceptances and certificates of deposit of
domestic or foreign  issuers.  We may invest  thirty  percent of our excess cash
with  one or more  professionally  managed  hedge  funds or  other  high  growth
investments  made at the discretion of our management team. The gains from these
high growth investments we anticipate will offset our ongoing management fees.

         We  also  may  enter  into   repurchase   agreements   that  are  fully
collateralized by U.S. government securities with banks or recognized securities
dealers in which we purchase a U.S. government security from the institution and
simultaneously  agrees  to resell it to the  seller at an  agreed-upon  date and
price. The repurchase price is related to an agreed-upon market rate of interest
rather than the coupon of the debt security and, in that sense, these agreements
are  analogous  to secured  loans from us to the seller.  Repurchase  agreements
carry  certain  risks not  associated  with direct  investments  in  securities,
including possible declines in the market value of the underlying securities and
delays and costs to us if the other party to the transaction defaults.

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<PAGE>

         RESERVE MANAGEMENT. We must retain significant reserves for a number of
years  after  the  Offering  Close  Date in order to have  sufficient  funds for
equity-oriented  follow-on investments in portfolio companies. We intend to sell
additional  common  stock to meet the  funding  requirements  for such follow on
investments.  If such sales are successful,  we expect to have cash reserves. In
order to enhance the rate of return on these  reserves  and increase the amounts
ultimately available for equity-oriented investments and our management fees, we
plan to engage in a reserve management  strategy that may include making secured
loans to portfolio companies, potential portfolio companies, or similar types of
corporations.  We also expect to invest some portion of these reserves in either
publicly  traded  securities  or in mutual funds,  subject to  applicable  legal
limits or SEC exemptive orders.

         AVERAGE  INVESTMENT.  The  amount  of funds  committed  to a  portfolio
company and the ownership  percentage  received will vary depending on the funds
available  to us,  the  quality  and  completeness  of the  portfolio  company's
management  team,  the  perceived  business  opportunity,  the capital  required
compared to existing  capital,  and the potential  return.  Although  investment
amounts will vary considerably, we expect that the average investment (excluding
follow-on investments) will be between $250,000 and $2,000,000.

         OTHER  INVESTMENT  POLICIES.  We may sell  securities  short or acquire
significant amounts of equity securities within a single issuer so as to control
such issuer. We will not purchase securities on margin (except to the extent our
permitted  borrowings are deemed to constitute margin purchases),  write puts or
calls,  purchase  or sell  commodities  or  commodity  contracts.  We  will  not
underwrite  the  securities of other  companies,  except to the extent we may be
deemed an underwriter upon the disposition of restricted  securities acquired in
the ordinary course of our business.

         Non-Qualifying  Asset  Investments.  We intend to invest our assets not
required to be invested in  Qualified  Assets in  professionally  managed  hedge
funds, other high growth investments,  acquiring commercial and residential real
estate for investment and in purchasing  securities in publicly traded companies
that cannot be classified as "eligible portfolio companies" under the 1940 Act.

                  REGULATION OF BUSINESS DEVELOPMENT COMPANIES

         The Small Business Incentive Act of 1980 ("1980  Provisions")  modified
the  provisions of the 1940 Act that are  applicable to a closed-end  investment
company.  After  filing its  election  to be treated as a BDC, a company may not
withdraw  its  election  without  first  obtaining  the approval of holders of a
majority of its outstanding  voting  securities (as defined under the 1940 Act).
The following is a brief description of the relevant provisions of the 1940 Act,
as  modified  by the  1980  Provisions,  and is  qualified  in its  entirety  by
reference to the full text of the 1940 Act and the rules thereunder.

         Generally, to be eligible to elect BDC status, a company must engage in
the  business  of  furnishing  capital  and  offering   significant   managerial
assistance to "eligible  portfolio  companies." More  specifically,  in order to
qualify as a BDC, a company must (i) be a domestic company; (ii) have registered
a class of its  securities or have filed a  registration  statement with the SEC
pursuant to Section 12 of the  Exchange  Act;  (iii)  operate for the purpose of
investing in the  securities of certain types of eligible  portfolio  companies;
(iv)  offer  to  extend  significant  managerial  assistance  to  such  eligible
portfolio companies;  (v) have a majority of disinterested  directors;  and (vi)
file (or  under  certain  circumstances,  intend  to file) a  proper  notice  of
election with the SEC. The National  Securities Markets  Improvement Act of 1996
relaxed the requirement set forth in clause (iv), above in certain  respects:  a
BDC is not required to offer significant  managerial assistance to an issuer (x)

                                       24
<PAGE>

which has total  assets of not more than $4 million  and  capital and surplus of
not less than $2 million or (y) with respect to any other issuer that meets such
criteria as the SEC otherwise may provide.

         "Making available significant  managerial  assistance" is defined under
the 1940 Act, in relevant part, as (i) an arrangement  whereby the BDC,  through
its officers,  directors,  employees or general partners, offers to provide and,
if accepted,  does  provide,  significant  guidance and counsel  concerning  the
management,  operations or business  objectives of a portfolio company;  or (ii)
the exercise by a BDC of a controlling  influence over the management or polices
of the  portfolio  company,  acting  individually  or as part of a group  acting
together which controls the portfolio  company.  The officers of Infinity intend
to offer  to  provide  managerial  assistance,  including  advice  on  equipment
acquisition and financing,  cash flow and expense management,  general financing
opportunities,  acquisition opportunities and opportunities to access the public
securities  markets,  to the  majority of companies  to whom  Infinity  provides
venture  financing.  In many  instances,  officers of Infinity will serve on the
boards of directors of portfolio companies.

         The 1940 Act  prohibits  or  restricts  BDCs from  investing in certain
types of companies,  such as brokerage firms,  insurance  companies,  investment
banking firms and investment companies.  Moreover, the 1940 Act limits the types
of assets  that BDCs may  acquire to certain  prescribed  Qualifying  Assets and
certain  assets  necessary  for  its  operations  (such  as  office   furniture,
equipment, and facilities) if, at the time of acquisition,  less than 70% of the
value of the BDC's  assets  consist  of  Qualifying  Assets.  Qualifying  Assets
include:  (i)  privately  acquired  securities  of companies  that were eligible
portfolio  companies  at the  time  the  BDC  acquired  their  securities;  (ii)
securities  of bankrupt or insolvent  companies;  (iii)  securities  of eligible
portfolio  companies  controlled by a BDC; (iv) securities  received in exchange
for or  distributed  with respect to any of the  foregoing;  and (v) cash items,
government securities and high-quality short-term debt. The 1940 Act also places
restrictions on the nature of transactions in which,  and the persons from whom,
securities  can be  purchased  in  order  for the  securities  to be  considered
Qualifying Assets. Such restrictions  include limiting purchases to transactions
not involving a public offering and the requirement  that securities be acquired
directly  from  either the  portfolio  company  or its  officers,  directors  or
affiliates.

         Infinity,  as a BDC,  may not sell its  securities  at a price  that is
below its net  asset  value per share  unless  (i) our Board of  Directors  have
determined  that such sale would be in the best  interests  of Infinity  and our
shareholders and (ii) the holders of a majority of Infinity's outstanding voting
securities, including a majority of the voting securities held by non-affiliated
persons,  have approved such policy or practice  within one year of such sale. A
majority of the  disinterested  directors also must determine in good faith,  in
consultation   with  the  underwriters  of  the  offering  if  the  offering  is
underwritten,  that the price of the  securities  being  sold is not less than a
price  which  closely  approximates  market  value of the  securities,  less any
distribution  discounts  or  commissions.  As defined in the 1940 Act,  the term
"majority of the  outstanding  voting  securities" of Infinity means the vote of
(i) 67% or more of Infinity's common stock present at a meeting,  if the holders
of more than 50% of the  outstanding  common stock are present or represented by
proxy, or (ii) more than 50% of Infinity's  outstanding common stock,  whichever
is less.

         Many of the  transactions  involving a company and its  affiliates  (as
well as affiliates of those affiliates) which were prohibited  without the prior
approval  of the SEC  under  the 1940 Act  prior  to its  amendment  by the 1980

                                       25
<PAGE>
Provisions are permissible for BDCs, including Infinity, upon the prior approval
of a majority  of  Infinity's  disinterested  directors  and a  majority  of the
directors having no financial  interest in the  transactions.  However,  certain
transactions  involving  certain  persons  related to  Infinity,  including  its
directors,  officers,  and any future adviser to Infinity, may still require the
prior  approval of the SEC. In general,  (i) any person who owns,  controls,  or
holds power to vote more than 5% of Infinity's  outstanding  common stock;  (ii)
any director,  executive  officer,  or general partner of that person; and (iii)
any person who directly or indirectly  controls,  is controlled  by, or is under
common control with,  that person,  must obtain the prior approval of a majority
of  Infinity's  disinterested  directors,  and,  in some  situations,  the prior
approval of the SEC,  before engaging in certain  transactions  with Infinity or
any company  controlled by Infinity.  The 1940 Act  generally  does not restrict
transactions between Infinity and its eligible portfolio companies.  While a BDC
may  change  the  nature  of its  business  so as to  cease  being a BDC (and in
connection  therewith  withdraw  its  election  to be  treated as a BDC) only if
authorized  to do so by a  majority  vote (as  defined  by the 1940  Act) of its
outstanding  voting  securities,   shareholder  approval  of  changes  in  other
fundamental  investment  policies of a BDC is not  required  (in contrast to the
general 1940 Act requirement,  which requires  shareholder approval for a change
in any fundamental investment policy).

TAX INFORMATION

         The  following  is a general  summary of  certain of the United  States
federal  income tax laws relating to Infinity and investors in its common stock.
This discussion is based on the Internal  Revenue Code,  regulations,  published
rulings and procedures and court  decisions as of the date hereof.  The tax law,
as well as the implementation thereof, is subject to change, and any such change
might  interfere with Infinity's  ability to qualify as a "regulated  investment
company"  under  the  Internal  Revenue  Code (an  "RIC")  or,  if  Infinity  so
qualifies,  to maintain such qualification.  This discussion does not purport to
deal with all of the United States federal income tax consequences applicable to
Infinity  or to all  categories  of  investors,  some of whom may be  subject to
special rules. In addition,  it does not address state, local,  foreign or other
taxes to which Infinity or its investors may be subject, or any proposed changes
in applicable tax laws. This section is addressed primarily to investors who are
individuals  and  residents of the United  States and not to trusts,  pension or
profit-sharing  plans  or  corporations.  Investors  should  consult  their  tax
advisers with respect to an investment in common stock.

         TAXATION  OF INFINITY AS AN  ORDINARY  CORPORATION.  It is  anticipated
that,  commencing  with the second year of its investment  operations,  Infinity
will seek to meet the requirements,  including diversification  requirements, to
qualify for the special pass-through status available to RICs under the Internal
Revenue Code,  and thus to be relieved of federal income tax on that part of its
net  investment  income  and  realized  capital  gains  that it  distributes  to
shareholders.  Unless and until  Infinity meets these  requirements,  it will be
taxed as a C  corporation  on its  taxable  income  for that year  (even if that
income  is  distributed  to  shareholders)  and  all  distributions  out  of its
accumulated and current  earnings and profits will be taxable to shareholders as
dividends;  thus,  such income will be subject to tax both at the  corporate and
shareholder  levels.  A  corporate  shareholder,  however,  may be entitled to a
dividends-received  deduction. Infinity may not meet the requirements to qualify
as a RIC.

         CONSEQUENCES OF CONVERTING  FROM AN ORDINARY  CORPORATION TO AN RIC. In
order to qualify as an RIC, Infinity must, at the end of the first year in which

                                       26
<PAGE>
it so qualifies, have no accumulated earnings and profits from years in which it
was not taxed as an RIC. To meet this requirement, Infinity must, before the end
of the first year in which it qualifies as a RIC, distribute as dividends all of
its accumulated earnings and profits. In general, pursuant to regulations issued
by the Internal Revenue Service, a C corporation such as Infinity that elects to
be  taxed  as an RIC is  treated  as  having  sold  all of its  assets  at their
respective fair market values, then as having liquidated. As an alternative, the
RIC can elect to be subject to certain  "built in gain"  rules  which  generally
require  the RIC to  recognize  a  corporate  level  tax on any  built  in gains
recognized  within a ten year  period  of  electing  to be taxed as an RIC.  The
general  effect of the  election  is to defer any tax due on such built in gain.
Infinity believes that any built in gain will be nominal.

         TAXATION AS AN RIC. If we (i) qualify as an RIC and (ii)  distribute to
our  stockholders  in a timely  manner at least 90% of our  "investment  company
taxable  income," as defined in the Internal  Revenue Code (i.e., net investment
income,  including accrued original issue discount,  and net short-term  capital
gain) each year, we will not be subject to federal  income tax on the portion of
our investment  company taxable income and net capital gain (i.e., net long-term
capital gain in excess of net short-term  capital loss) we distribute (or treats
as "deemed distributed") to our stockholders.  In order to qualify as an RIC for
federal  income tax purposes,  we must,  among other things:  (a) derive in each
taxable year at least 90% of our gross income from dividends, interest, payments
with  respect  to  securities  loans,  gains  from  the  sale of  stock or other
securities, or other income derived with respect to our business of investing in
such stock or securities;  (b) diversify our holdings so that at the end of each
quarter of the taxable year (i) at least 50% of the value of our assets  consist
of cash, cash items, U.S. government  securities,  securities of other RICs, and
other  securities  if such other  securities  of any one issuer do not represent
more than 5% of our assets or more than 10% of the outstanding voting securities
of such issuer, and (ii) no more than 25% of the value of our assets is invested
in the securities (other than U.S. government  securities or securities of other
RICs) of one issuer or of two or more issuers that are controlled (as determined
under applicable  Internal Revenue Code rules) by us and are engaged in the same
or similar or related trades or businesses;  and (c) make  application  with the
Internal  Revenue  Service during the first month of our fiscal year in which we
seek to qualify as an RIC.

         We would be subject to a  nondeductible  4% excise tax to the extent we
fail to  distribute by the end of any calendar year at least 98% of our ordinary
income  (computed on a calendar year basis) and at least 98% of our capital gain
net income  (generally  computed for the one-year period ending on October 31 of
such calendar year), plus certain other amounts. For these purposes, any taxable
income  retained by us, and on which we pay federal income tax, would be treated
as having been  distributed.  We currently intend to distribute in each year for
which we qualify as an RIC  substantially  all of our net investment  income and
capital  gain net income so as not to be  subject  to  federal  income or excise
taxes.

         The balance of this  discussion  assumes  that we qualify as an RIC and
satisfy the distribution requirements summarized above.

         TAXATION OF OUR  SHAREHOLDERS ON DISTRIBUTIONS IF WE QUALIFY AS AN RIC.
Distributions by us generally are taxable to our shareholders as ordinary income
or capital gains. Distributions of our investment company taxable income will be
taxable as ordinary  income to our  shareholders to the extent of our current or
accumulated  earnings  and  profits,  whether  paid  in cash  or  reinvested  in
additional  common stock of  Infinity.  Distributions  of our net capital  gains
properly  designated  by us as  "capital  gain  dividends"  will be taxable to a
                                       27
<PAGE>
shareholder as long-term capital gains regardless of the  shareholder's  holding
period for his or her common stock of Infinity and regardless of whether paid in
cash or  reinvested  in additional  common stock of Infinity.  Distributions  in
excess of our earnings and profits  first will reduce a  shareholder's  adjusted
tax basis in such  shareholder's  common stock,  and after the adjusted basis is
reduced to zero, will constitute capital gains to such shareholder.

         Distributions  are generally  taxable to  shareholders  at the time the
distribution is received.  However, any distribution  declared by us in October,
November or December, made payable to shareholders of record in such a month and
paid the  following  January,  is deemed to have been paid by us and received by
shareholders on December 31 of the year declared.

         In general,  upon the sale or other  disposition  of common stock,  the
selling  shareholder  will  recognize  a gain or loss  equal  to the  difference
between the amount  realized on the sale and the seller's  adjusted basis in the
common stock.  Any loss realized will be disallowed to the extent the seller has
acquired (or entered into a contract to acquire) substantially  identical common
stock within a period  beginning 30 days before the  disposition of common stock
and ending 30 days after the disposition.  In such case, the basis of the common
stock  acquired will be adjusted to reflect the  disallowed  loss.  Gain or loss
realized upon a sale of common stock generally will be treated as a capital gain
or loss. The gain or loss will be a long-term capital gain or loss if the common
stock were held for more than one year.  In  addition,  if the common stock sold
were not held for more than six months,  any loss on the sale will be treated as
long-term  capital loss to the extent of any capital gain  dividend  received by
the shareholder with respect to such common stock.

         We are  required  to withhold  31% of  reportable  payments  (which may
include  dividends and capital gain  distributions)  to individuals  and certain
other  non-corporate  shareholders who do not provide us with a correct taxpayer
identification  number or who otherwise are subject to backup  withholding.  The
certification of a shareholder's taxpayer identification number will be included
in the Subscription Agreement to be provided with the Offering Circular.

         Federal  withholding  taxes at a rate of 30% (or a lesser  treaty rate)
may apply to distributions to shareholders who are nonresident aliens or foreign
partnerships,  trusts or corporations. The rules governing United States federal
income taxation of foreign  shareholders are complex,  and prospective  non-U.S.
shareholders  should consult with their own tax advisors to determine the impact
of  federal,  state and local  income tax laws with regard to an  investment  in
common stock, including any reporting requirements.


                                  RISK FACTORS


         LIMITED  RESOURCES;  LIMITED  SOURCE  OF  REVENUES;  LIMITED  Operating
History.  We have limited resources and limited operating history.  We will rely
exclusively on the skills and expertise of our management team in conducting our
business. Our management team have limited experience in identifying, evaluating
and  acquiring  prospective  businesses  in  which  we  may  ultimately  invest.
Accordingly,  there is only a limited basis upon which to evaluate our prospects
for achieving our intended  business  objectives.  Prior to the  completion  and
during  the  initial  stages of the  proposed  Offering,  we have  very  limited
resources and will rely on advances made by our management team. In addition, we
will not achieve any revenues  (other than interest  income upon the proceeds of
the proposed Offering) until, at the earliest, we sell our investment securities
in one or more  eligible  portfolio  companies  for a profit.  We could  require

                                       28
<PAGE>

substantial time to become fully invested or to complete the proposed  Offering.
Pending  investment,  all cash that we have  received  pursuant to the  proposed
Offering will be committed to short-term,  high grade  investments  that present
relatively low investment risk but provide a correspondingly low return. We will
be wholly  dependent for the selection,  structuring,  closing and monitoring of
all of its investments on the diligence and skill of our management  team, under
the  supervision  of our Board of Directors.  There can be no assurance  that we
will attain our  investment  objective.  The  management  team will have primary
responsibility for the selection of companies in which we will invest, the terms
of such investments and the monitoring of such investments  after they are made.
However,  not all of the  management  team  will  devote  all of  their  time to
managing us. These factors may affect our returns.

         RECENT  NOTICE OF INTENT TO ELECT BDC  STATUS.  We have  filed with the
Securities  and Exchange  Commission  our election in good faith,  within ninety
days from the date of such filing,  to be  regulated  as a Business  Development
Company under the Investment Company Act of 1940 (""1940 Act") and be subject to
Sections  54 through 65 of said 1940 Act ("BDC  Provisions")  Upon  making  this
election, the Company is required to file a notice of its election and thus will
be subject to the  provisions of 1940 Act as it applies to Business  Development
Companies as of the date of such election.  Thus,  prior to filing its notice of
election,  the  Company is not  subject to the BDC  Provisions  of the 1940 Act.
Although the  Management  of the Company has no intention of changing the status
of the Company or in any way changing its current intent of being regulated as a
business development company,  there is no assurance that the Company will elect
to be regulated as a business  development company within 90 days of the date of
filing its intent to be so  regulated.  This has  several  repercussions  to the
investor  that may not be apparent  at first.  For  example,  should the Company
choose not to elect to be regulated as a BDC under the 1940 Act ("BDC  Status"),
several  of  the  restrictions  imposed  by  the  1940  Act  as  it  applies  to
transactions between affiliated persons and a business development company would
not  be  applicable.  Thus,  notwithstanding  an  election  of  BDC  status,  an
affiliated  person of Infinity is not required to seek prior  approval  from the
Securities and Exchange  Commission or seek approval from the majority of voting
shareholders  of the Company  before  entering into a transaction  that would be
otherwise be classified as  "interested" or in which they have a material direct
or indirect interest.

         INVESTING IN OUR STOCK IS HIGHLY SPECULATIVE AND YOU COULD LOSE SOME OR
ALL OF THE AMOUNT YOU INVEST.  The value of our common stock may decline and may
be affected by numerous  market  conditions,  which could  result in the loss of
some or all of your investment in our shares.  The securities markets frequently
experience  extreme price and volume  fluctuation which affect market prices for
securities of companies.  General economic conditions, and general conditions in
the industries within which we may invest, will also affect our stock price.

         INVESTING IN OUR SHARES MAY BE  INAPPROPRIATE  FOR YOUR RISK TOLERANCE.
Investing  in our  shares  may be  inappropriate  for your risk  tolerance.  The
Company's investments in accordance with its investments objective and principal
strategies  may result in an above average amount of risk and volatility or loss
of principal.  Our investment in portfolio  companies may be highly  speculative
and aggressive and,  therefore,  an investment in our shares may not be suitable
for you. YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISER TO DETERMINE WHETHER
THIS INVESTMENT IS SUITABLE FOR YOUR RISK TOLERANCE.

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<PAGE>


VENTURE CAPITAL RISKS

         THE  INABILITY OF OUR PORTFOLIO  COMPANIES TO ADEQUATELY  EXECUTE THEIR
GROWTH OR EXPANSION  STRATEGIES  WOULD HAVE A NEGATIVE  IMPACT ON OUR INVESTMENT
RETURNS.  The possibility that our portfolio companies will not be able to fully
carry out or execute on their  expansion  or growth plans  presents  significant
risk. Our investment in our portfolio  companies will  ultimately  depend on the
secondary market for our portfolio  company's stock and our ability to liquidate
securities purchased by us in the portfolio company in such secondary market. If
the  intended  expansion  or growth plan that was one of the main reasons we had
originally  invested  does not come to fruition  or is  otherwise  impeded,  the
secondary market value of the portfolio  company's stock may negatively  reflect
this  information,  making our  investment not profitable or may subject us to a
substantial  loss.  Further,  we may invest in portfolio  companies for which no
secondary  market for its securities  exists on an exchange or other  electronic
trading facility,  in which case, the portfolio companies failure to complete or
execute its  expansion  or growth  plan may  severely  inhibit  such a secondary
market  from  developing.  In such  case,  we may  incur an  entire  loss of our
investment.

         AN  INVESTMENT  STRATEGY  WHICH  FOCUSED  ON  PRIVATELY-HELD  COMPANIES
PRESENTS CERTAIN CHALLENGES,  INCLUDING THE LACK OF AVAILABLE  INFORMATION ABOUT
THESE  COMPANIES,  A  DEPENDENCE  ON  THE  TALENTS  AND  EFFORTS  OF  ONLY A FEW
INDIVIDUAL  PORTFOLIO  COMPANY MANAGERS AND A GREATER  VULNERABILITY TO ECONOMIC
DOWNTURNS.  Infinity will primarily focus on public companies. We will invest in
privately-held  companies  in the process of becoming  public.  Generally,  very
little public  information  exists about these companies and we will be required
to rely on the ability of the management team to obtain adequate  information to
evaluate  the  potential  returns  from  investing  in  these  companies.  Also,
privately-held  companies frequently have less diverse product lines and smaller
market presence than larger competitors. They are thus generally more vulnerable
to economic  downturns and may  experience  substantial  variations in operating
results. These factors could affect our investment returns.

         OUR PORTFOLIO  COMPANIES WILL LIKELY HAVE SIGNIFICANT  COMPETITION FROM
MORE ESTABLISHED COMPANIES AS WELL AS INNOVATIVE EARLY STAGE COMPANIES. Emerging
growth  companies  often face  significant  competition,  both from early  stage
companies and from more established companies.  Early stage competitors may have
strategic  capabilities  such as an innovative  management team or an ability to
react quickly to changing market  conditions,  while more established  companies
may possess  significantly more experience and greater financial  resources than
our portfolio companies. These factors could affect our investment returns.

         OUR  INVESTMENT  RETURNS  WILL DEPEND ON THE  SUCCESS OF OUR  PORTFOLIO
COMPANIES AND,  ULTIMATELY,  THE ABILITIES OF THEIR KEY  PERSONNEL.  Our success
will depend upon the success of our portfolio companies. Their success, in turn,
will  depend  in large  part upon the  abilities  of their  key  personnel.  The
day-to-day  operations of our portfolio companies will remain the responsibility
of their key  personnel.  The loss of one or a few key  managers  can  hinder or
delay a company's  implementation of its business plan. Our portfolio  companies
may not be able to attract qualified managers and personnel. Any inability to do
so may negatively impact our investment returns.

         SOME OF OUR PORTFOLIO COMPANIES MAY NEED ADDITIONAL CAPITAL,  WHICH MAY
NOT BE READILY  AVAILABLE.  Companies  in which we make  expansion  or mezzanine
round investments will often require substantial  additional equity financing to
fully  execute  their  growth  strategies.  Each round of venture  financing  is

                                       30
<PAGE>

typically  intended to provide a company  with only enough  capital to reach the
next stage of  development,  or in the case of our  financings,  the turn around
stage or Offering stage which will provide us with a liquidity  event. We cannot
predict  the  circumstances  or market  conditions  under  which  our  portfolio
companies may seek  additional  capital.  It is possible that one or more of our
portfolio  companies  will not be able to raise  additional  financing or may be
able to do so at a price or on terms  which  are  unfavorable  to us,  either of
which could negatively impact our investment returns.

RISKS OF THE COMPANY

         THERE IS CURRENTLY  NO PUBLIC  MARKET FOR OUR SHARES AND TRADING MAY OR
MAY NOT COMMENCE IN THE REASONABLE NEAR FUTURE.  ADDITIONALLY,  BECAUSE WE ARE A
CLOSED END INVESTMENT  COMPANY,  OUR SHARES MAY TRADE AT A DISCOUNT TO NET ASSET
VALUE.  There is currently  no  secondary  market for our shares and there is no
assurance that one will develop in the near future,  if ever. Upon completion or
after one hundred and twenty days from the  completion of the proposed  Offering
we will seek  application  to be listed on the  over-the-counter  bulletin board
trading facility ("OTCBB").  Despite our adherence to a dividend distribution of
our  net  capital  gains  on a  quarterly  basis  which  is  favored  by  market
participants,  we cannot  assure  that our shares will trade at or above our net
asset value.  In fact,  it is common of publicly  traded  closed end  investment
companies to trade at a discount to their net asset value. Additionally, because
we are a closed  end  investment  company,  we cannot  redeem  our  shares on an
ongoing basis and our  stockholders  cannot  exchange their shares of our common
stock for shares of any other fund.

         WE ARE A CLOSED END INVESTMENT  COMPANY AND WILL NOT REDEEM OUR SHARES.
HISTORICALLY,  THE  SHARES  OF  CLOSED-END  INVESTMENT  COMPANYS,  AND  BUSINESS
DEVELOPMENT  COMPANIES  IN  PARTICULAR,  HAVE  TRADED AT A DISCOUNT TO THEIR NET
ASSET  VALUE.  We are a closed end company and will not redeem our shares at the
request of shareholders  and  shareholders  cannot exchange shares of our common
stock for shares of any other investment company. This means that if you wish to
sell our  shares  you must do so on the  market  at the then  prevailing  price.
Historically,  the shares of closed end  investment  companies  have traded at a
discount to their net asset  value.  Although  closed end  investment  companies
which  distribute net gains in the form of dividends do not trade at a discount,
there  can be no  assurance  that  we will  realize  any net  capital  gains  to
distribute  in the form of dividends in the  foreseeable  future and thus cannot
rely on such positive trading results.  Business development companies typically
trade at even deeper discounts than other closed end investment companies.

         WE MAY NOT REALIZE  RETURNS ON OUR  INVESTMENTS IN PORTFOLIO  COMPANIES
FOR SEVERAL  MONTHS.  THUS,  AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS ONLY
APPROPRIATE  FOR INVESTORS WHO DO NOT NEED SHORT TERM  LIQUIDITY IN THEIR MONEY.
We intend  to make  investments  as  quickly  as  possible  consistent  with our
investment objective in those investments that meet our criteria. However, it is
likely that a  significant  period of time will be required  before we are fully
subscribed in the proposed  Offering and an additional  amount of time before we
are able to fully invest the proceeds of the proposed Offering. Additionally, an
investment in a portfolio  company in its  expansion or mezzanine  round that is
not yet  public  will  require a  reasonable  amount of time  prior to  becoming
publicly traded,  either through its own initial public offering of its stock or
via merger or acquisition.  A majority of the securities that we will own in our
portfolio  companies will be  "restricted"  under Rule 144 of the Securities Act

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<PAGE>

and thus  cannot  be sold  unless  we  satisfy  the  requirements  of Rule  144.
Accordingly  it will likely be one or more years  before we are able to sell the
entire  position  that we hold in an  eligible  portfolio  company  and make any
distributions of gains to our stockholders.

         YOUR INVESTMENT MAY BE DILUTED IF WE BEGIN TO PUBLICLY TRADE OUR SHARES
PRIOR TO THE CLOSE OF THE PROPOSED  OFFERING.  We have  determined  that we will
make  application  to list on the OTCBB in the second or third  quarter of 2005.
However,  we may not  have  closed  our  proposed  Offering  at the time we make
application or when we are approved for trading on the OTCBB.  In the event that
we  commence  trading  prior to the  closing of the  proposed  Offering,  we are
required by law to adjust the purchase  price of our shares to be  equivalent to
the market price of such shares as quoted on the OTCBB.  We have  determined  to
use an  average  closing  bid  formula  where  we will  sell our  common  shares
remaining unsold from the proposed  offering at the five day average closing bid
price of our shares for the five preceding trading days from the date of sale of
such shares.  Because we may commence trading without having accomplished any of
our  stated  investment  objectives  and  knowing  that  closed  end  investment
companies  typically  trade at a discount to net asset value,  it is likely that
any  remaining  shares  which are unsold at the time of our trading on the OTCBB
may be sold for less than what investors have paid prior to the  commencement of
our trading.  Additionally, we may receive much less than our desired investment
from the  proposed  offering in the event that the market price of our shares is
below the stated price in this document.

         OUR SUCCESS  WILL  DEPEND,  TO A LARGE  DEGREE,  ON THE  EXPERTISE  AND
EXPERIENCE OF THE MEMBERS OF OUR  MANAGEMENT  TEAM.  Our success in  identifying
investment  opportunities  and pursuing and managing such  investments  is, to a
large degree, dependent upon the expertise and experience of the management team
and their ability to attract and retain quality personnel.

         POSSIBLE  PORTFOLIO  COMPANY  DIRECTOR  LIABILITY.  We will participate
actively  in  the  management  of  many  portfolio  companies,  often  having  a
representative  serve as a member of a portfolio  company's  board of directors.
Consequently,  we  may  be  subject  to  liability  from  lawsuits  against  our
representatives  in their  capacity as  directors.  Because  director  liability
insurance is typically not available at a reasonable  price to small  companies,
our assets,  including assets not related to those portfolio  companies,  may be
exposed to the claims of creditors of such portfolio  companies.  Our management
will try to limit our exposure to such claims and liabilities  where  practical;
however,  such efforts may not be  successful.  Although  investors  will not be
liable for claims against us, liability for claims against  portfolio  companies
would adversely  affect our investment  results and the amount of cash available
for distribution to our investors.

         DISCRETIONARY  USE OF  PROCEEDS.  Our  management  team will have broad
discretion  with respect to the specific  application of the net proceeds of our
proposed  Offering,  although  substantially  all of the net  proceeds  from our
proposed   Offering,   (after  payment  of  salaries  to  our  management  team,
commissions,  reimbursements  of  advances  made by  either  Adviser,  blue sky,
printing and mailing costs) are intended to be used for  investments in eligible
portfolio companies.

         NON-DIVERSIFIED  STATUS. We will probably be initially  classified as a
"non-diversified" investment company under the 1940 Act. At such time as we meet
certain asset diversification requirements, we intend to qualify as an RIC under
the Internal  Revenue Code and will thereafter seek to meet the  diversification
standards thereunder.  Nevertheless, our assets may be subject to a greater risk
of loss than if our investments were more widely diversified.

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<PAGE>

         COMPETITION FOR  INVESTMENTS.  We expect to encounter  competition from
other  entities  having  similar  investment  objectives,  some of whom may have
greater  resources than us.  Historically,  the primary  competition for venture
capital  investments  has been from  venture  capital  funds  and  corporations,
venture capital  affiliates of large industrial and financial  companies,  small
business investment companies,  and wealthy individuals.  Additional competition
is anticipated  from foreign  investors and from large  industrial and financial
companies  investing  directly rather than through  venture capital  affiliates.
Furthermore,  our need to comply with  provisions of the 1940 Act  pertaining to
BDCs and,  if we qualify as an RIC,  provisions  of the  Internal  Revenue  Code
pertaining  to  RICs,  might  restrict  our  flexibility  as  compared  with our
competitors.  Many of our  competitors  are subject to  regulatory  requirements
substantially  different  from  those  to  which  we  are  subject,  and,  as  a
consequence,  they may  have a  competitive  advantage  to the  extent  that the
regulations under which we operate restrict our ability to take certain actions.
The need to compete for investment opportunities may make it necessary for us to
offer portfolio companies more attractive transaction terms than otherwise might
be the case. We anticipate being a co-investor with other  professional  venture
capital groups, and these  relationships with other groups may expand our access
to investment opportunities.

         MARKETING.  The markets for new  products  and  services  may be highly
competitive,  rapidly  changing,  or  both.  Commercial  success  is  frequently
dependent on marketing and support resources,  the effectiveness and sufficiency
of which are very difficult to predict  accurately.  While this is a significant
risk for all portfolio  companies,  it is one of the principal economic risks of
mezzanine and expansion  stage  portfolio  companies,  which are  anticipated to
receive a large portion of our equity investments.  The marketing efforts of any
particular portfolio company may not be successful or such company's products or
services  may not be able to be sold at a price and volume that will allow it to
be profitable.  The products or services of a particular  portfolio  company may
become obsolete or require significant capital to obtain or maintain an adequate
market share for the success of the business.

         PERSONNEL.   The  success  of  any  business  is  dependent   upon  the
availability  of  qualified   personnel.   Although  our  management   team,  in
conjunction  with  other  venture  capital  investors,  expect  to  provide  our
portfolio companies with a great deal of assistance (particularly with regard to
capital  formation,  major personnel  decisions,  and strategic  planning),  the
day-to-day  operations crucial to success will be in the hands of the management
of each portfolio company.  Each company's management must have a philosophy and
personality  appropriate  for that company's  particular  stage of  development.
Early-stage companies typically need entrepreneurial  talents, while more mature
companies require a higher level of infrastructure and managerial  coordination.
Competition for qualified personnel is intense at any stage of development. High
turnover of personnel has become endemic in many rapidly growing  industries and
could  severely  disrupt a portfolio  company's  implementation  of its business
plan.  Similarly,  the ability of a portfolio company's personnel,  particularly
its  founders,  to accept and make the difficult  transitions  that occur as the
company  matures is hard to predict or manage.  Portfolio  companies  may not be
able to attract and retain the qualified  personnel  necessary for success.  Our
management  may not be able to select  portfolio  companies  that  have,  or can
obtain, the necessary management resources.

         COMPETITION.   Most  emerging  markets  are  highly   competitive.   We
anticipate  that nearly all our portfolio  companies will compete  against firms
with greater financial  resources,  more extensive  development,  manufacturing,
marketing, and service capabilities, and a larger number of qualified managerial
and technical personnel.

                                       33
<PAGE>
         ILLIQUID NATURE OF INVESTMENTS. We anticipate that substantially all of
our portfolio  investments  (other than short-term  investments) will consist of
securities  that at the time of acquisition  are subject to restrictions on sale
and for  which no ready  market  will  exist,  or if such a market  does in fact
exist,  that it may not  have  sufficient  depth  and  liquidity  to allow us to
quickly sell our shares.  Restricted  securities cannot be sold publicly without
prior agreement with the issuer to register the securities  under the Securities
Act, or by selling such  securities  under Rule 144 or other  provisions  of the
Securities  Act which  permit only  limited  sales under  specified  conditions.
Venture  capital  investments  in the  securities  of  portfolio  companies  are
privately  negotiated  transactions.  There is no established  trading market in
which such securities can be sold. In the case of warrants or equity securities,
we  generally  will realize the value of such  securities  only if the issuer is
able to make an initial public offering of its shares, or enters into a business
combination  with  another  company  which  purchases  our  warrants  or  equity
securities or exchanges them for publicly traded securities of the acquirer. The
feasibility of such transactions  depends upon the portfolio company's financial
results as well as general economic and equity market  conditions.  Furthermore,
even  if  the   restricted   warrants   or  equity   securities   owned   become
publicly-traded,  our ability to sell such securities may be limited by the lack
of or limited nature of a trading market for such  securities.  When  restricted
securities are sold to the public, Infinity, under certain circumstances, may be
deemed an  "underwriter"  or a controlling  person with respect  thereto for the
purposes of the Securities Act, and be subject to potential  liabilities as such
under that Act. Because of the illiquid nature of our investments, a substantial
portion of our assets  will be carried on its books at fair value as  determined
by the Board. This value will not necessarily  reflect the amount which could be
realized upon a sale.

         NEED FOR ADDITIONAL  CAPITAL.  We expect that most portfolio  companies
will require  additional  equity  financing  to satisfy  their  working  capital
requirements.  The amount of additional equity financing needed will depend upon
the maturity and  objectives of the  particular  company.  Each round of venture
financing  (whether from Infinity or other  investors) is typically  intended to
provide  a  portfolio  company  with  enough  capital  to reach  the next  major
valuation  milestone.  If the funds provided are not  sufficient,  a company may
have to raise  additional  capital  at a price or at  terms  unfavorable  to the
existing  investors,  including  Infinity.  Although  our goal is to structure a
liquidity  event  for our  investment  within  6 to 24  months  from the date we
initially  invest,  the overall success may be reliant upon securing  additional
capital from PIPE  ("Private  Investment  in Public  Equity")  investors for our
portfolio  companies.  This additional PIPE financing or the availability of any
form of equity or debt  capital  is  generally  a  function  of  capital  market
conditions that are beyond the control of Infinity or any portfolio company. Our
management  team  may not be able  to  predict  accurately  the  future  capital
requirements  necessary for success.  Additional funds may not be available from
any source.

         ERISA  CONSIDERATIONS.  In  considering  an investment in Infinity by a
tax-exempt  entity such as an employee  benefit  plan or  individual  retirement
account subject to the requirements of the Employee  Retirement  Income Security
Act of 1974 ("ERISA"),  the fiduciary  acting on behalf of such entity should be
satisfied  that such an investment  is  consistent  with Sections 404 and 406 of
ERISA and that the  investment is prudent in light of the entity's cash flow and
other  objectives.  To this end the  Department of Labor has issued  regulations
that  would  characterize  the assets of certain  entities  in which  tax-exempt
entities invest as "plan assets."  Because  Infinity is expected to qualify as a
"venture  capital  operating  company"  and our  shares  are  "publicly  offered
securities"  within the  meaning of the  regulations,  our assets  should not be
considered plan assets. However, fiduciaries of tax-exempt entities are urged to
consult their own advisors prior to investing in Infinity.

                                       34

<PAGE>


PLAN OF DISTRIBUTION OF OUR PROPOSED OFFERING

         We plan to offer our shares  directly to the public through the efforts
of our management  team.  Notwithstanding  costs advanced in connection with the
proposed  Offering where such costs shall be reimbursed from the proceeds of the
proposed  Offering,  the management  team will not receive any  compensation  in
connection with their efforts in conducting the proposed  Offering.  Although at
present  there are no  arrangements  with any other  brokers,  finders  or third
parties in assisting us in distributing the proposed Offering, we may enter into
such  arrangement in the near future,  subject to the  conditions  enumerated on
page  two  of  the  proposed  Offering  Circular.   Such  fees  or  underwriting
commissions  may be up to  10% of the  purchase  price  of the  Shares  offered.
Infinity will grant common stock  warrants  exercisable at $1.50 per share until
December 10, 2009 equal to 10% of the post  conversion  common  shares sold by a
finder/broker.  In  addition,  we may  apply  for  and  commence  trading  on an
electronic  trading  facility  such as the NASD OTCBB  prior to  completing  the
proposed  Offering.  The  proposed  Offering  Circular  will be amended upon the
occurrence of any material  developments  and/or changes  concerning  Infinity's
underwriting  arrangements.  There  are  no  arrangements  to  return  funds  to
subscribers if all of the Units offered are not sold.

MANAGEMENT AND CERTAIN SECURITY HOLDERS OF THE ISSUER

         The directors and executive officers of Infinity are:

Name/Address                               Position
------------------------------            -----------------------------------
Gregory H. Laborde*                       Chief Executive Officer
255 Warren Street, Suite 1504             and Chairman of the Board
Jersey City, New Jersey 07302

Theodore A. Greenberg*                     Chief Investment Officer and Director
7 Dey Street, Suite 900
New York, NY  10007

Jerry Gruenbaum                            Interim Chief Financial Officer,
1056 Racebrook Road                        Secretary
Woodbridge, CT  06525

Pierce McNally                             Director
500 IDS Center
80 South Eighth Street
Minneapolis, MN  55402

Steven Katz                                Advisory Director
20 Rebel Run Drive
East Brunswick, NJ 08816

Dr. David W. Sear                          Advisory Director
4008 Ashbrook Circle
San Jose, CA  95124
------------------------------------
* Interested Directors of Infinity within the meaning of the 1940 Act.

                                       35
<PAGE>


         The business  backgrounds  of Infinity's  directors and officers are as
follows:

         GREGORY H. LABORDE,  age 40,  President,  Chief  Executive  Officer and
Chairman of the Board,  has over 18 years experience on Wall Street in the areas
of investment banking,  trading,  sales and financial  consulting.  From 1986 to
1997,  Mr. Laborde  worked in corporate  finance at a number of prestigious  NYC
based investment  banks,  including:  Drexel Burnham  Lambert,  Lehman Brothers,
Gruntal & Co., and Whale Securities.  During his Wall Street tenure, Mr. Laborde
was involved in over 20 public and private financing  transactions totaling over
100 million dollars. In 1999 he founded and took public Origin Investment Group,
a business  development  company  that was  involved in  investing in IT related
businesses.  While serving as Chairman & CEO, Mr.  Laborde was  responsible  for
providing 2 million in direct  equity  investments,  a 10 million  equity credit
line,  as well as  successfully  negotiating  definitive  agreements  to acquire
several private businesses.  Mr. Laborde is currently the Chairman of GHL Group,
Ltd.,  a firm that  provides  capital  formation  and  mergers  and  acquisition
services  to select  publicly  traded  companies  or rapidly  expanding  private
businesses seeking to go public. Mr. Laborde currently serves as the President &
CEO of Satellite  Organizing  Solutions,  Inc. (SOZG:  Pink Sheets),  and is the
former President & CEO of Azonic Corporation (AZOI:OTCBB), a manufacturer of low
cost disposable  wireless devices,  and has been President,  CEO and Director of
Infinity Capital Group since inception.  Mr. Laborde holds a Bachelor of Science
degree in Engineering from Lafayette College.

         JERRY GRUENBAUM, age 48, Interim Chief Financial Officer and Secretary,
has been  admitted  to  practice  law since 1979 and is a licensed  attorney  in
various states  including the States of Massachusetts  and Connecticut  where he
maintains  his  practice,   specializing   in   Securities   Law,   Mergers  and
Acquisitions, Corporate Law, Tax Law, International Law and Franchise Law. He is
a former  President and a Chairman of the Board of Directors of a  multinational
publicly-traded  company with  operations in Hong Kong and the  Netherlands.  He
worked for the tax departments  for Peat Marwick  Mitchell & Co. (now KPMMG Peat
Marwick LLP) and Arthur  Anderson & Co. (now Arthur Anderson LLP). He has served
as Compliance Director for CIGNA Securities,  a division of CIGNA Insurance.  He
has lectured and taught at various Universities  throughout the United States in
the areas of Industrial and financial  Accounting,  taxation,  business law, and
investments.

         THEODORE A. GREENBERG,  age 45, Director and Chief Investment  Officer,
is a senior  financial  executive with more than 20 years  experience in private
equity, consulting, industry and public accounting. He was a General Partner and
co-founder of Park Avenue Equity  Partners,  LP, a $110 million  private  equity
fund  focused on the middle  market.  In his five  years with Park  Avenue,  Ted
sourced,  evaluated and negotiated  deals and worked  extensively with portfolio
companies  post  acquisition.  Prior to  founding  Park  Avenue,  he worked with
Development  Capital,  LLC on direct equity investments and served as consulting
CFO  to  one of  Development  Capital's  portfolio  companies.  Previously,  Ted
directed the financial  services practice at Marcum & Kliegman,  LLP, a New York
Metropolitan  area accounting and consulting firm where he advised on merger and
acquisition transactions,  as well as operations and taxation. From 1980 to 1993
Ted provided  operations,  finance and taxation consulting services to a variety
of real estate  partnerships,  financial service  companies and  entrepreneurial
ventures.  He  graduated  with a BS in  Accounting,  Cum  Laude,  from the State
University  of New York at Albany  and  received  an MBA in  Finance &  Business
Policy from the University of Chicago.  Ted earned  certification as a Certified
Public Accountant in New York State.

         PIERCE  MCNALLY,  age 57,  Director,  serves of  counsel  to Gray Plant
Mooty, practicing in the areas of business law and entrepreneurial  services. He
currently serves as Chairman Emeritus and Director of Lockermate  Corporation of

                                       36
<PAGE>

Minnetonka,  Minnesota,  a company that provides locker  organizing  systems and
fashion  accessories  to the retail  trade.  He served as  Minnesota  American's
Chairman of the Board,  Chief Executive  Officer and Secretary from October 1994
until January 2000, when Minnesota  American merged with CorVu Corporation (OTC:
CRVU).  He served as Chairman and Director of Corporate  Development of Nicollet
Process  Engineering,  Inc. from May 1995 until April 1999, when he retired from
the board.  He also serves on the board of directors of eNetpc (OTC:  BB),  Solv
Technology, LLC, Linkup, Inc.

         In December,  1983, Pierce was elected to the board of directors of his
family  company,  Midwest  Communications,  Inc.,  owner of  numerous  broadcast
properties  including WCCO-TV,  WCCO-AM and WLTE in the Twin Cities. In 1989, he
was  subsequently  also  elected an officer of the company and he served in both
capacities until the company merged with CBS, Inc. (NYSE:CBS) in 1992.

         Pierce also began  investing in start up and early stage companies with
which he would also develop an advisory or management relationship. He owned and
operated  KTPK-FM  in  Topeka,  Kansas,  he  was  the  executive  producer  of a
television  program about the  entrepreneurial  process  called  "Working On the
Dream."

         Pierce completed his undergraduate  studies at Stanford University.  He
received his law degree from the  University of Wisconsin Law School in 1978. He
was a member of Order of the Coif.

         STEVEN KATZ, age 57, Advisory  Director,  is President of Steven Katz &
Associates,  Inc., a health care and technology-based management consulting firm
specializing in strategic planning, corporate development, new product planning,
technology  licensing,  and structuring and securing various forms of financing.
Mr. Katz has been President of Steven Katz & Associates,  Inc. since 1982.  From
January  2000 to  October  2001 Mr.  Katz was also  President,  Chief  Operating
Officer and a director of Senesco  Technologies,  Inc.,  (AMEX:  SNT), a company
engaged in the  identification  and  development of proprietary  gene technology
with application to human, animal and plant systems.  From 1983 to 1984 he was a
co-founder   and  Executive  Vice   President  of  S.K.Y.   Polymers,   Inc.,  a
bio-materials  company.  Prior to this,  Mr. Katz was Vice President and General
Manager of a non-banking division of Citicorp. From 1976 to 1981 he held various
senior  management   positions  at  National  Patent  Development   Corporation,
including  President of three  subsidiaries.  Prior  positions were with Revlon,
Inc.  (1975) and Price  Waterhouse  & Co.  (1969 to 1974).  Mr. Katz  received a
Bachelors of Business  Administration degree in Accounting from the City College
of New York in 1969.  He is  presently a member of the Boards of  Directors of a
number of publicly-held corporations,  Biophan Technologies, Inc. (OTCBB: BIPH),
Health Systems Solutions,  Inc.  (OTCBB:HSLN),  NanoScience  Technologies,  Inc.
(OTCBB:  NANS),  USA  Technologies   (OTCBB:USTT),   and  several  companies  in
registration to go public  including  IbuyDigital.com,  Inc., and Vivid Learning
Systems, Inc.

         DR. DAVID W. SEAR, age 60, Advisory Director, is a current Board member
of California  Microdevices  (NASDAQ:CAMD)  since 2003.  Dr. Sear has previously
served as President  and CEO of Vaishali  Semiconductor  (1999-2002),  a startup
company  focused on developing  10Gigabit  Ethernet ICs, and the public  company
Integrated  Circuit  Systems  (NASDAQ:ICST)  from 1994 to 1996. He has also held
President   and  COO   positions   with  Quality   Semiconductor   and  Catalyst
Semiconductor  (NASDAQ:CATS)  (1991-1994),  as well as top management  positions
with Fujitsu Microelectronics  (1987-1991) and ICI Array Technology (1984-1987).
Dr.  Sear  holds a Ph.D.  in  Solid  State  Physics  and a B.Sc.  in  Electronic
Engineering  from  the  University  of  London.  He is  currently  working  as a
consultant to emerging and established high-tech companies.

                                       37
<PAGE>

         The following  table  describes the  shareholdings  of all officers and
directors and those persons who hold 5% or more of the outstanding  common stock
of Issuer, including options exercisable within 60 days.
                                                      Common Stock
         Name                           Title         Amount Owned     % Total
         -----------------------------------------------------------------------
         Gregory H. Laborde             Common          3,959,000         69.51
         CEO, President, Chairman       Restricted
         & Director
         (beneficially through
         GHL Group, Ltd.)

         Theodore A. Greenberg          Common            600,000         10.53
         Chief Investment Officer       Restricted
         & Director

         Jerry Gruenbaum                                        0             0
         Interim CFO & Secretary

         Pierce McNally                                         0             0
         Director

         Steven Katz                                            0             0
         Advisory Director

         Dr. David  W. Sear
         Advisory Director                                      0             0

         Wulf Rehder                     Common           342,358          6.01


         Officers and Directors          Common         4,559,000         80.04%
         as a Group

                                       38

<PAGE>


COMPANY AUDIT COMMITTEE

         We have not yet  established  an audit  committee.  As we increase  our
Board  membership,  independent  Board members will be invited to join the Audit
Committee.  The Company Audit  Committee will meet to set policy and oversee the
Company's  accounting  and  auditing  processes  of the  Company  including  the
selection of the Company's independent certified public accounting firm.

EXECUTIVE COMPENSATION

         Infinity's  management team currently consists of the following persons
along with their executive compensation:

Name/Address                   Position                            Compensation

Gregory H. Laborde             Chief Executive Officer             $100,000
                               and Chairman of the Board
                               and Director

Theodore A. Greenberg          Chief Investment Officer            $120,000
                               and Director

Jerry Gruenbaum                Interim Chief Financial Officer     $100,000
                               and Corporate Secretary


RELATED PARTY TRANSACTIONS

         GHL  Group,  Ltd.,  beneficially  Gregory  H.  Laborde,  President  and
Director,   acquired  5,000,000  shares  as  founder  of  the  Company.  He  has
transferred  1,000,000  of his  shares to others in a private  transaction.

         On 9/12/05 GHL Group, Ltd acquired 144,625 Class C Warrants in exchange
for 61,000 of its shares held in Infinity.

         On 9/12/05  GHL  Group,  Ltd.  acquired  300,000  Class B Warrants  for
$3,000.

         On 9/12/05  GHL  Group,  Ltd.  acquired  176,000  Class A  Warrants  in
exchange for 80,000 of its shares held in Infinity.

         On 9/12/05  GHL Group,  Ltd.  exercised  Class A Warrants  for  100,000
shares it had previously  acquired  for forgiveness of debt of $25,000.

         On 9/15/05  GHL  Group,  Ltd.  surrendered  185,125  Class C  Warrants,
300,000 B Warrants,  and 76,000 Class A Warrants back to Infinity for retirement
and received no consideration from Infinity.

                                       39
<PAGE>
         GHL Group, Ltd.  currently  receives $3,500 in consulting fees from the
Company.  Beginning the month  following  the closing of the  Company's  initial
public offering,  GHL Group,  Ltd., will receive a fee of $8,333 per month. Such
fees are on a month  to  month  basis  and  there  are  currently  no long  term
employment contracts in place.

         Theodore Greenberg, Chief Investment Officer and Director, is paid on a
per  diem  for due  diligence  work  performed  on  behalf  of the  Corporation.
Beginning  the month  following  the  closing of the  Company's  initial  public
offering, Mr., will receive a fee of $10,000 per month. Such fees are on a month
to month basis and there are  currently  no long term  employment  contracts  in
place.

         Jerry  Gruenbaum,  Corporate  Secretary  and  Interim  Chief  Financial
Officer,  has been paid on a per diem for legal work  performed on behalf of the
Corporation,  through  his law firm SEC  Attorneys,  LLC.  Beginning  the  month
following the closing of the Company's  initial public offering,  SEC Attorneys,
LLC,  will receive a fee of $8,333 per month.  Such fees are on a month to month
basis and there are currently no long term employment contracts in place.

PORTFOLIO COMPANIES

         As of April 30, 2005 we own shares in three portfolio companies. We own
4,210,000  shares of Azonic,  Corp.,  (OTC:BB:  AZOI) which as of April 26, 2005
last traded at $0.30 per share,  which owns  patents,  licenses,  tools,  molds,
partially  manufactured  inventory and other  intellectual  property rights of a
disposable  cellular phones.  We own 123,750 shares of Heartland,  Inc. (OTC:BB:
HTLJ) which as of April 29, 2005 last traded at $0.70 per share, is a profitable
portfolio  company with total sales around $50 million  dollars.  In addition we
own 2,190,000 shares of Satellite Organizing Solutions,  Inc. (Pink Sheet: SOZG)
which as of April 25, 2005 last traded at $0.40 per share.

<TABLE>
<CAPTION>

                                                   Title of           Number of shares
                                                securities owned,    or amount of loan         %
Name and address of       Nature of             controlled by, or      to portfolio          of class
portfolio company         its business           held by issuer           companies           Owned
-----------------         ------------           --------------            ---------         --------

<S>                       <C>                       <C>                 <C>                     <C>
Azonic, Corp.             Wireless Communications   Common              4,210,000               15.6%
(OTC:BB: AZOI)



Heartland, Inc.           Portfolio Company         Common                123,750                >.1%
(OTC:BB: HTLJ)



Satellite Organizing      Pharmaceuticals           Common               2,190,000              62.44%
Solutions, Inc.
(Pink Sheets: SOZG)
</TABLE>

         The Company engaged an independent valuation advisor, Chartered Capital
Advisors,  to issue a valuation  analysis of the two portfolio  companies Azonic
Corp. and Heartland,  Inc. as of April 30, 2005. Satellite Organizing Solutions,
Inc. was not evaluated  because it had just been  purchased.  The  evaluation of
Azonic Corp.,  subject to all of the conditions and  limitations of the analysis
was $757,800 and the evaluation of Heartland, Inc. was $47,520.

                                       40
<PAGE>
         DILUTION.  The present  shareholders  of the Company  have  acquired an
interest in the Company at a total cost  substantially  less than the total cost
the public investors will pay for their shares.  Therefore, the public investors
will bear most of the risk of loss. As of April 30, 2005 the Company had a total
of 5,671,487 shares of common stock  outstanding  which equals to a net tangible
book value of $409,651 or $.07 per share of common stock.

         If the maximum  number of Shares  proposed to be offered are sold,  the
present shareholders will own 5,671,487 shares or 69.03% of the Company's common
stock to be outstanding,  and the public purchasers will own 2,500,000 shares or
30.97% of the  Company's  common stock to be  outstanding,  for which the public
purchasers will have paid to the Company a total of $3,000,000 (or an average of
$1.20 per share.) The  following  table  illustrates  the per share  dilution if
proposed Offering is achieved:
                                                                   Maximum Sold

Public offering price per share of common (1)                          $1.20

Net Asset Value per share before offering Basic (2)                    $0.07

Increase per share attributable to new Investors                       $0.35

Net Asset Value per share after offering    (3)                        $0.42

Dilution of Net Asset Value per share to new Investors                 $0.78

1.       Average offering price before  deduction of offering  expenses once the
         entire proposed Offering has been sold.
2.       Determined by dividing the number of shares of common stock outstanding
         into the net asset value of the company.
3.       Before deduction of offering expenses and First Year Operating Costs as
         described herein. See USE OF PROCEEDS.

         The following table  summarizes the  comparative  ownership and capital
contributions of present  shareholders and public investors assuming the maximum
number of shares are sold in the proposed Offering:
<TABLE>
<CAPTION>
------------------- ----------------- ----------------- ------------------ ----------------- -----------------
                    Shares Owned      Percent of        Total              Percent of        Price per share
                                      total shares      consideration      total
                                                                           consideration
------------------- ----------------- ----------------- ------------------ ----------------- -----------------
<S>                 <C>               <C>               <C>                <C>               <C>
Present             5,671,487         69.03             $409,651           12.01             $.07
Shareholders
------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Preferred   Public  2,500,000         30.97             $3,000,000         87.99             $1.20
Investors
------------------- ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

CAPITAL STOCK AND OTHER SECURITIES

CAPITALIZATION. The following table shows the number of shares outstanding as of
April 30, 2005:
------------------------------------------------------------ -------------------
Common Stock                                                          5,471,487
------------------------------------------------------------ -------------------
Class "A" Warrants Outstanding                                          390,500
------------------------------------------------------------ -------------------
Class "B" Warrants Outstanding                                          300,000
------------------------------------------------------------ -------------------
Class "C" Warrants Outstanding                                          185,125
------------------------------------------------------------ -------------------

                                       41
<PAGE>

         GENERAL.  Infinity is authorized to issue two classes of capital stock,
100,000,000  Common Shares,  par value $.001 per share and 10,000,000  shares of
Preferred  Stock at $.001 par value for which the Board may designate  series or
classes with rights and privileges. No Preferred Stock has been designated.

COMMON STOCK

         Infinity's  directors  are  elected  by  the  vote  of the  holders  of
Infinity's  outstanding  common  stock.  Holders  of  common  stock  do not have
preemptive or preferential  rights to acquire any shares of the capital stock of
Infinity, and any or all of such shares, wherever authorized,  may be issued, or
may be reissued and  transferred if such shares have been  re-acquired  and have
treasury  status,  to  any  person,  firm,  corporation,   trust,   partnership,
association  or other  entity for  consideration  and on such terms as the Board
determines  in  its  discretion   without  first  offering  the  shares  to  any
shareholder of record. All of the shares of Infinity's authorized capital stock,
when  issued  for such  consideration  in  excess  of par value as the Board may
determine, shall be fully paid and nonassessable.

         Except as otherwise  required under the 1940 Act,  voting power for the
election of directors and for all other purposes shall be exclusively  vested in
the holders of Common Stock.  In all cases each director shall hold office until
next annual meeting when such  director's  successor  shall be elected and shall
qualify or upon such director's earlier resignation,  removal from office, death
or incapacity. At each annual meeting of stockholders, beginning with the annual
meeting of  stockholders  in 2005, the directors shall be elected to hold office
until the next annual meeting of stockholders after their election. The Company,
if required by any Rule,  may later divide its Board into up to three classes to
hold seats in staggered terms.

         In the event of a liquidation or  dissolution of Infinity,  the holders
of the  Common  Stock  shall be  entitled  to  receive  all of the net assets of
Infinity  after all  outstanding  Preferred  stock has paid out its  liquidation
preference  and any dividends.  The assets so  distributed  to the  stockholders
shall be distributed among such  stockholders,  in cash or in kind at the option
of the directors,  in proportion to the number of full and fractional  shares of
the class held by them and recorded on the books of Infinity.


WARRANTS

         CLASS "A" WARRANTS FOR COMMON STOCK - .$25

         Each common stock purchase  warrant entitles the holder to purchase one
share of  common  stock at $.25 per  share  until  November  15,  2008.  390,500
warrants are outstanding as of April 30, 2005.

         CLASS "B" WARRANTS FOR COMMON STOCK - $.75

         Each common stock purchase  warrant entitles the holder to purchase one
share of common stock at $.75 per share until December 1, 2009. 300,000 warrants
are outstanding as of April 30, 2005.

                                       42

<PAGE>


         CLASS "C" WARRANTS FOR COMMON STOCK - $1.50

         Each common stock purchase  warrant will entitle the holder to purchase
one share of common stock for $1.50 per share subject to  adjustments  for stock
splits until December 1, 2009.  100,000 warrants are outstanding as of April 30,
2005.

     NOTE: Warrants can be redeemed by the Company at any time after the closing
price of our Common Stock equals or exceeds $3.00 for five  consecutive  trading
days, or Infinity has received a Letter of Intent from an underwriter for a firm
commitment Offering.  We may redeem some or all of our public warrants that have
not been exercised prior to the Redemption date by giving 30 days' prior written
notice and paying $.05 per public warrant.


UNITS

         Each Unit consists of two shares of Common Stock and one Class C Common
Stock purchase warrant for a maximum  aggregate price of $4,875,000 or $2.40 per
unit.  Each Class C Common  Stock  purchase  warrant  will entitle its owners to
purchase  one  share of our  Common  Stock  for  $1.50  per  share,  subject  to
adjustments for stock splits and reverse stock splits until December 1, 2009, at
which time they will expire. Warrants are callable on 30 days written notice.

         TRANSFERABILITY  OF SECURITIES.  The proposed  Offering and sale of the
Units,  Warrants,  and  Shares  offered  hereby is  intended  to be exempt  from
registration  under the  Securities Act pursuant to Regulation E under that Act.
The  Unit  components,   shares  and  warrants  will  be  separable  and  traded
separately.


Item 2.  DESCRIPTION OF PROPERTY

     Facilities
     ----------

         As a result of the  merger,  the Company  name has changed  from Fayber
Group,  Inc. to Infinity Capital Group,  Inc. The current corporate address is 7
Dey Street, Suite 900, New York, NY 10007. The telephone number is 212-962-4400.
The Company pays $300 for monthly rent for the use of this office space.

     Real Property
     -------------

         None



                                       43
<PAGE>


     Mineral Properties
     ------------------

         None

Item 3.  LEGAL PROCEEDINGS

         As of  April  30,  2005,  the  Company  was  not a party  to any  legal
proceedings.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted during the period covered by this report to a
vote of security holders of the Company,  through the solicitation of proxies or
otherwise.


                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         As of April 30,  2005,  there has been no trading or  quotation  of the
Company's  common  stock.  The range of high and low trade  quotations  for each
fiscal  quarter  since the last report,  as reported by the  National  Quotation
Bureau Incorporated, was as follows:

                         2005               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *


                         2004               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *
                   Fourth quarter            *             *



* No quotations

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up,  mark-down,  or commission  and may not  necessarily  represent  actual
transactions.

         As of April 30,  2005,  there were 8 record  holders  of the  Company's
common stock.

         The Company has not  declared or paid any cash  dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.

                                       44
<PAGE>


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

RESULTS OF OPERATIONS FOR YEAR ENDED APRIL 30, 2005 AS COMPARED TO YEAR ENDED
APRIL 30, 2004

         The Company has experienced $1,900 in expenses for 2005 compared to $10
in 2004.  The Company had no revenues in 2005 or in 2004. The Company had a loss
of ($1,900) in 2005 compared to a loss of ($10) in 2004.  The loss per share was
nominal in the period in both 2005 and 2004.  The Company will  continue to have
losses until adequate income can be achieved to meet expenses. While the Company
is seeking capital  sources for  investment,  there is no assurance that sources
can be found.

Liquidity and Capital Resources
--------------------------------

         The  Company  had a cash  balance  at the end of the  year  of $0.  The
current  liabilities exceed current assets by $2,020. The Company will be forced
to  either  borrow  or  make  private  placements  of  stock  in  order  to fund
operations.  No  assurance  exists as to the  ability to  achieve  loans or make
private placements of stock.

GOING CONCERN

         The Company has incurred losses since inception and has negative equity
and working capital.  Management plans to fund operations of the Company through
non-interest bearing advances from existing  shareholders,  until such time as a
business combination or other profitable  investment may be achieved.  There are
no written  agreements in place for such funding,  and there can be no assurance
that such funding will be available in the future.

NEED FOR ADDITIONAL FINANCING

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds will be available to the Company to allow it to cover expenses
as they may be incurred.

         In the event the Company's cash assets and other prove to be inadequate
to meet the Company's  operational  needs,  the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.

         The Company has no plans at this time for  purchases  or sales of fixed
assets which would occur in the next twelve months.

         The Company has no expectation or anticipation  of significant  changes
in  number  of  employees  in the next  twelve  months,  it may  acquire  or add
employees of an unknown number in the next twelve months.


Item 7.  Financial Statements

         Please refer to pages F-1 through F-8.

                                       45

<PAGE>

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE


         In  connection  with  audits of two most  recent  fiscal  years and any
interim period preceding  resignation,  no  disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the  satisfaction of the former  accountant would have caused him to
make  reference  in  connection  with his  report to the  subject  matter of the
disagreement(s).

         The principal  accountants' reports on the financial statements for any
of the past two years  contained no adverse  opinion or a disclaimer  of opinion
nor was  qualified as to  uncertainty,  audit scope,  or  accounting  principles
except for the "going concern" qualification.  The auditor did assert the "going
concern" qualification in his Report for year ended April 30, 2005.


ITEM 8A.  CONTROLS AND PROCEDURES

         The Company  maintains a system of disclosure  controls and  procedures
that are designed for the purposes of ensuring that  information  required to be
disclosed in our SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information is accumulated and  communicated  to our  management,  including the
Chief  Executive  Officer as  appropriate  to allow timely  decisions  regarding
required disclosure.

         Management,   after  evaluating  the  effectiveness  of  the  Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as
of April 30, 2005 (the  "Evaluation  Date")  concluded that as of the Evaluation
Date,  the  Company's  disclosure  controls  and  procedures  were  adequate and
effective to ensure that  material  information  relating to the Company and its
consolidated  subsidiaries  would be made  known to them by  individuals  within
those entities,  particularly  during the period in which this annual report was
being prepared and that information  required to be disclosed in our SEC reports
is  recorded,  processed,  summarized,  and  reported  within  the time  periods
specified in the SEC's rules and forms. There were no significant changes in the
Company's internal controls or in other factors that could significantly  affect
the Company's  disclosure  controls and procedures  subsequent to the Evaluation
Date, nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no corrective
actions were taken.


ITEM 8B.  OTHER INFORMATION

         None.


                                       46
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The directors and executive  officers of the Company as of September 7,
2005, are as follows:

          Name         Age       Position                           Term
          ----         ---       --------                           ----

Gregory H. Laborde      40       President, CEO & Chairman                Annual

Jerry Gruenbaum         48       Secretary, Interim CFO                   Annual

Theodore A. Greenberg   45       Chief Investment Officer & Director      Annual

Pierce McNally          57       Director                                 Annual

Steven Katz             57       Advisory Director                        Annual

Dr. David W. Sear       60       Advisory Director                        Annual

Wesley F. Whiting*      72       Secretary/Treasurer & Director           Annual

* Wesley F.  Whiting  resigned as  Secretary/Treasurer  of the Company on May 1,
2005. As of May 18, 2005, Wesley F. Whiting resigned as Director.

         No  appointee  for a director  position  has been  subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and  executive  officer ends at, or
immediately  after,  the next annual  meeting of  shareholders  of the  Company.
Except as otherwise indicated,  no organization by which any director or officer
has been  previously  employed  is an  affiliate,  parent or  subsidiary  of the
Company.

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the
Company  with the  Securities  and  Exchange  Commission  and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings. No report about filings is contained herein.

                                       47
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The  Company  accrued a total of $0 in  compensation  to the  executive
officers  as a group for  services  rendered  to the  Company in all  capacities
during the fiscal year ended April 30, 2005. No one executive  officer received,
or has  accrued  for his  benefit,  in excess of $60,000  for the year.  No cash
bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                            Year Ended April 30, 2005

                                    Annual Compensation                         Awards
=================================================================================================================================
<S>                     <C>       <C>        <C>           <C>                     <C>                    <C>

Name and Principal                                                                                  Securities Underlying
Position                          Salary ($) Bonus ($)     Other                Annual Restricted   Stock Options/SARs(#)
                        Year                               Compensation ($)     Award(s)($)
-----------------------------------------------------------------------------------------------------------------------------------
Gregory H. Laborde,*    2005      0          0             0                       0                      0
President & CEO         ---------------------------------------------------------------------------------------------------------
                        2004      0          0             0                       0                      0
                        ---------------------------------------------------------------------------------------------------------
                        2003      0          0             0                       0                      0
-----------------------------------------------------------------------------------------------------------------------------------
Jerry Gruenbaum,*       2005      0          0             0                       0                      0
Secretary & Interim CFO ---------------------------------------------------------------------------------------------------------
                        2004      0          0             0                       0                      0
                        ---------------------------------------------------------------------------------------------------------
                        2003      0          0             0                       0                      0
-----------------------------------------------------------------------------------------------------------------------------------
Theodore A. Greenberg,* 2005      0          0             0                       0                      0
Chief Investment Officer---------------------------------------------------------------------------------------------------------
                        2004      0          0             0                       0                      0
                        ---------------------------------------------------------------------------------------------------------
                        2003      0          0             0                       0                      0
-----------------------------------------------------------------------------------------------------------------------------------
Wesley F. Whiting, **   2005      0          0             0                       0                      0
former Secretary/       ---------------------------------------------------------------------------------------------------------
Treasurer               2004      0          0             0                       0                      0
                        ---------------------------------------------------------------------------------------------------------
                        2003      0          0             0                       0                      0
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         * As a result of the Merger he became an Officer and/or Director of the
Company on May 2, 2005.

         ** Wesley F. Whiting resigned as  Secretary/Treasurer of the Company on
May 1, 2005. As of May 18, 2005, Wesley F. Whiting resigned as Director.

         The Company has no employee incentive stock option plan.


                                       48
<PAGE>

         There are no plans pursuant to which cash or non-cash  compensation was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

         Option/SAR Grants Table (None)

         Aggregated   Option/SAR  Exercises  in  Last  Fiscal  Year  and  FY-End
Option/SAR value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)


<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
                   ------------------------------------------

(Except for  compensation of Officers who are also Directors which  Compensation
is listed in Summary Compensation Table of Executives)

                                       Cash Compensation                  Security Grants
Name                              Annual Retainer   Meeting Fees   Consulting            Number of     Number of Securities
                                  Fees ($)          ($)            Fees/Other Fees ($)   Shares (#)    Underlying Options/SARs(#)
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>            <C>                   <C>           <C>
A. Gregory H. Laborde *           0                 0              0                     0             0
B. Theodore A. Greenberg *        0                 0              0                     0             0
C. Pierce McNally *               0                 0              0                     0             0
D. Steven Katz *                  0                 0              0                     0             0
E. Dr. David W. Sear *            0                 0              0                     0             0
F. Wesley F. Whiting **           0                 0              0                     0             0


</TABLE>

         * As a result of the Merger he became a Director  of the Company on May
2, 2005.

         ** Wesley F. Whiting resigned as  Secretary/Treasurer of the Company on
May 1, 2005. As of May 18, 2005, Wesley F. Whiting resigned as Director.

                                       49
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth  information,  as of September 15, 2005,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by each  person  known by the Company to be the  beneficial  owner of more
than five  percent  of the  outstanding  common  stock and as to the  beneficial
ownership of the officers and directors.

                                                      Common Stock
         Name                           Title         Amount Owned     % Total
         -----------------------------------------------------------------------
         Gregory H. Laborde             Common          3,959,000         69.51
         CEO, President, Chairman       Restricted
         & Director
         (beneficially through
         GHL Group, Ltd.)

         Theodore A. Greenberg          Common            600,000         10.53
         Chief Investment Officer       Restricted
         & Director

         Jerry Gruenbaum                                        0             0
         Interim CFO & Secretary

         Pierce McNally                                         0             0
         Director

         Steven Katz                                            0             0
         Advisory Director

         Dr. David W. Sear
         Advisory Director                                      0             0

         Wulf Rehder                     Common           342,358          6.01

         Officers and Directors          Common         4,559,000         80.04%
         as a Group


                                     PART IV

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of the date hereof,  the President is the owner of 15,000,000 shares
of the Company's issued and outstanding common stock, constituting approximately
80.3% of the Company's  issued and  outstanding  common  stock.  The shares were
issued for total cash of $1,500 ($0.0001 per share).

         As of the date hereof, the Company's attorney is the owner of 3,675,000
shares of the  Company's  issued  and  outstanding  common  stock,  constituting
approximately  19.7% of the Company's  issued and outstanding  common stock. The
shares were issued for  expenses  paid on behalf of the  Company  totaling  $368
($0.0001 per share).

         Officers and directors are reimbursed for all out-of-pocket expenses.

         No officer,  director,  or  affiliate of the Company has or proposes to
have any  direct or  indirect  material  interest  in any asset  proposed  to be
acquired  by the Company  through  security  holdings,  contracts,  options,  or
otherwise.
                                       50
<PAGE>
         The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party or affiliate  for  consulting  services to
assist management in evaluating a prospective business opportunity would be paid
in stock  or in cash.  Any  such  issuance  of stock  would be made on an ad hoc
basis.  Accordingly,  the Company is unable to predict whether or in what amount
such a stock issuance might be made.

         Although there is no current plan in existence, it is possible that the
Company  will adopt a plan to pay or accrue  compensation  to its  officers  and
directors for services related to seeking business  opportunities and completing
a merger or acquisition transaction.

         Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement  with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

Transactions with Management and Others
----------------------------------------

         There  were no  transactions  or  series  of  transactions  during  the
Registrant's  last fiscal  year or the current  fiscal  year,  or any  currently
proposed  transactions  or series of transactions of the remainder of the fiscal
year, in which the amount involved exceeds $60,000 and in which to the knowledge
of the Registrant,  any director,  executive officer,  nominee, future director,
five percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest.


ITEM 13. EXHIBITS

     The following documents are filed as part of this report:

31.1              Sarbanes Oxley Certification (302) (President & CEO)
31.2              Sarbanes Oxley Certification (302) (Secretary & Interim CFO)
32.1              Sarbanes Oxley Certification (906) (President & CEO)
32.2              Sarbanes Oxley Certification (302) (Secretary & Interim CFO)

                                       51
<PAGE>

                                      INDEX

Regulation
S-K Number               Exhibit                        Page Number
------------             -------                        -----------

3.1               Articles of Incorporation          *Incorporated by reference
                                                     to Registration Statement
                                                     #000-30999 (10SB)

3.2               Articles of Amendment              *Incorporated by reference
                                                     to Registration Statement
                                                     #000-30999 (10SB)

3.3               Bylaws                             *Incorporated by reference
                                                     to Registration Statement
                                                     #000-30999 (10SB)

31.1              Sarbanes Oxley Certification (302) (President & CEO)
31.2              Sarbanes Oxley Certification (302) (Secretary & Interim CFO)

32.1              Sarbanes Oxley Certification (906) (President & CEO)
32.2              Sarbanes Oxley Certification (302) (Secretary & Interim CFO)

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         General.  Larry  O'Donnell,  CPA,  PC  ("O'Donnell")  is the  Company's
principal  auditing  accountant  firm.  The  Company's  Board of  Directors  has
considered   whether  the  provisions  of  audit  services  is  compatible  with
maintaining O'Donnell's independence.

AUDIT FEES

         The aggregate fees billed by Larry O'Donnell,  CPA, PC for professional
services rendered for the audit of our annual financial statements and review of
financial  statements  included in our Form  10-KSBs or services  that are norm-
ally provided in connection  with statutory and  regulatory  filings were $2,500
for fiscal years 2005 and 2004.

         The aggregate  fees billed Larry  O'Donnell,  CPA, PC for  professional
services  rendered for tax  compliance,  tax advice and tax planning were $0 for
fiscal year 2005 and 2004.

ALL OTHER FEES

         In fiscal 2005 and 2004, Larry O'Donnell, CPA, PC fees billed for other
services were $0.

         All audit work was performed by the auditors' full time employees.


                                       52
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            INFINITY CAPITAL GROUP, INC.
                                            (Registrant)

Date: September 16, 2005                    /s/Gregory H. Laborde
                                            ------------------------------------
                                            Gregory H. Laborde, President, CEO
                                            and Chairman


Date: September 16, 2005                    /s/Jerry Gruenbaum
                                            ------------------------------------
                                            Jerry Gruenbaum, Secretary & Interim
                                            Chief Financial Officer


Date: September 16, 2005                    /s/Theodore A. Greenberg
                                            ------------------------------------
                                            Theodore A. Greenberg, Chief Invest-
                                            ment Officer and Director


Date: September 16, 2005                    /s/Pierce McNally
                                            ------------------------------------
                                            Pierce McNally, Director


Date: September 16, 2005                    /s/Steven Katz
                                            ------------------------------------
                                            Steven Katz, Advisory Director




                                       53
<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)

                              Financial Statements

                                 April 30, 2005




<PAGE>

                                   CONTENTS





                                                                  Page


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                           F-1

BALANCE SHEET                                                      F-2

STATEMENTS OF OPERATIONS                                           F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                  F-4

STATEMENTS OF CASH FLOWS                                           F-5

NOTES TO FINANCIAL STATEMENTS                                F-6 to F-8






















<PAGE>


                           Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545                                 2228 South Fraser Street
                                                                          Unit 1
                                                          Aurora, Colorado 80014


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Fayber Group, Inc.


I have audited the accompanying  balance sheet of Fayber Group, Inc. as of April
30, 2005, and the related  statements of operations,  stockholders'  equity, and
cash flows for the two years then ended and the period from inception (April 17,
2000) to April 30, 2005. These financial  statements are the  responsibility  of
the Company's  management.  My  responsibility is to express an opinion on these
financial statements based on my audits.

I  conducted  my  audit in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Fayber Group, Inc., as of April 30,
2005,  and the results of its operations and cash flows for the year then ended,
and the period from inception  (April 17, 2000) to April 30, 2005, in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial statements,  the Company has negative working capital and a deficiency
in equity.  These matters raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regards to these matters are
also  described  in  Note  5.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

/s/ Larry O'Donnell, CPA, P.C.
September 2, 2005







                                      F-1
<PAGE>


                               FAYBER GROUP, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 April 30, 2005

    ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                   $     -
                                                                -------
TOTAL ASSETS                                                    $     -
                                                                =======


    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                            $ 2,020
                                                                -------
        TOTAL CURRENT LIABILITIES                                 2,020
                                                                -------
STOCKHOLDERS' DEFICIT
    Preferred stock. $0.0001 par value; 25,000,000
        shares authorized; no shares issued
        and outstanding                                              -
    Common stock, $0.0001 par value; 75,000,000
        shares authorized; 18,675,000 shares issued
        and outstanding                                          1,868
    Additional paid-in capital                                   2,896
    Deficit accumulated during the development stage            (6,784)
                                                                -------

                                                                (2,020)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $    -
                                                                =======















    The accompanying notes are an integral part of the financial statements

                                      F-2

<PAGE>


                                       FAYBER GROUP, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS



                                                             For the
                                                           period from
                        For the            For the         inception
                         year                year          (April 17,
                        ended               ended           2000) to
                        April               April             April
                       30, 2005            30, 2004         30, 2005
                      ----------         -----------      --------------
REVENUES              $      -           $         -      $         345
                      ----------         -----------      --------------


EXPENSES
  Selling, general and
     administrative      1,900                    10              7,129
                      ----------         -----------      --------------


  Total                  1,900                    10              7,129
                      ----------         -----------      --------------

NET LOSS                (1,900)                  (10)            (6,784)

Accumulated deficit
  Balance, beginning
  of period             (4,884)               (4,874)                 -
                      ----------         -----------      --------------

Balance,
End of Period         $ (4,884)          $    (4,884)     $      (6,784)
                      ==========         ===========      ==============
NET LOSS PER SHARE    $      -           $         -      $           -
                      ==========         ===========      ==============

WEIGHTED AVERAGE
NUMBER OF SHARE
OUTSTANDING           18,675,000         18,675,000          18,675,000
                      ==========         ===========      ==============






 The accompanying notes are an integral part of the financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                               FAYBER GROUP, INC.
                          (A Development Stage Company)
                             STATEMENTS OF CASH FLOW



                                                                                           For the
                                                                                          period from
                                                        For the            For the         inception
                                                         year                year          (April 17,
                                                        ended               ended           2000) to
                                                        April               April             April
                                                       30, 2005            30, 2004         30, 2005
                                                      ----------         -----------      --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>                <C>              <C>
   Net loss                                           $   (1,900)        $      (10)      $     (6,784)
      Adjustments to reconcile net loss to
      net cash flows from operating activities:
         Increase in
     accounts payable                                      1,900                 10              2,020
                                                      ----------         -----------      --------------

   Net cash flows from
   operating activities                                        -                  -             (4,764)

CASH FLOWS FROM INVESTING ACTIVITIES
                                                               -                  -                  -

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock
     for cash                                                  -                  -              1,868
   Additional paid-in capital                                  -                  -              2,896
                                                      ----------         -----------      --------------

   Net cash flows from
   financing activities                                        -                  -              4,764
                                                      ----------         -----------      --------------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                        -                (10)                 -
CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                          -                 10                  -

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

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                       $        -         $        -       $          -
                                                      ==========         ===========      ==============

</TABLE>







     The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                               FAYBER GROUP, INC.
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                          Deficit
                                                                        accumulated     Total
                                       Common stock        Additonal     during the
                                  Number of                 paid-in      development
                                   shares       Amount       capital       stage
                                -----------  -----------  ------------  ------------  ----------

Common stock issued for cash,
 and Expenses paid by
 shareholders April 30, 2000
 at $0.0001 per share
<S>                             <C>          <C>          <C>           <C>           <C>
                                18,675,000   $     1,868  $         -   $         -   $ 1,868

Net loss for the period ended
    April 30, 2000                                                             (675)     (675)

Net loss for the year ended
    April 30, 2001                                                           (1,327)   (1,327)

Additional Paid-in Capital
                                                                1,485                   1,485

Net loss for the year ended
    April 30, 2002                                                           (1,341)   (1,341)

Additional Paid-in Capital                                      1,411                   1,411

Net loss for the year ended
    April 30, 2003
                                                                             (1,531)   (1,531)
                                -----------  -----------  ------------  ------------  ----------
Balance, April 30, 2003
                                18,675,000         1,868        2,896        (4,874)     (110)

Net loss for the year ended
    April 30, 2004                                           (10)  (10)
                                -----------  -----------  ------------  ------------  ----------
Balances, April 30, 2004
                                18,675,000         1,868        2,896        (4,884)     (120)

Net loss for the year ended
    April 30, 2005
                                                                             (1,900)    (1,900)
                                -----------  -----------  ------------  ------------  ----------
Balances, April 30, 2005
                                18,675,000         1,868        2,896        (6,784)    (2,020)
                                ===========  ===========  ============  ============  ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-5
<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2005

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------
     DEVELOPMENT STAGE COMPANY

     Fayber  Group,  Inc. (a  development  stage  company) (the  "Company")  Was
     incorporated  under the laws of the State of Nevada on April 17, 2000.  The
     principal office of the corporation is 7609 Ralston Road, Arvada CO 80002.

     The  Company  was  formed  as  a  holding   company  for  mortgage   broker
     subsidiaries,  which it plans to acquire in the  future.  The  Company  has
     nooperations of mortgage broker  businesses as of the date of the financial
     statements.  The Company's  current business plan is to seek,  investigate,
     and, if warranted,  acquire one or more mortgage broker businesses,  and to
     pursue other related activities  intended to enhance shareholder value. The
     acquisition  of a business  opportunity  may be made by  purchase,  merger,
     exchange of stock,  or otherwise,  and may  encompass  assets or a business
     entity, such as a corporation,  joint venture, or partnership.  The Company
     has limited  capital,  and it is unlikely  that the Company will be able to
     take  advantage  of possible  purchases  which  require  cash.  The Company
     intends to seek  opportunities  demonstrating  the  potential of profitable
     long-term revenues.

     ACCOUNTING METHOD
     The Company records income and expenses on the accrual method.

     FISCAL YEAR
     The fiscal year is April 30.

     LOSS PER SHARE
     Loss per share was  computed  using the weighted  average  number of Shares
     outstanding during the period. Shares issued to insiders in anticipation of
     a public offering have been accounted for as outstanding since inception.

     FINANCIAL INSTRUMENTS
     Unless  otherwise  indicated,  the fair  value of all  reported  assets And
     liabilities that represent  financial  instruments  (none of which are held
     for trading purposes) approximate the carrying values of such amount.

     ORGANIZATION COSTS
     Costs to incorporate the Company were expensed as incurred.

     STATEMENTS OF CASH FLOWS
     For purposes of the  statements  of cash flows,  the Company  considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.



                                       F-6
<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2005

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------
     USE OF ESTIMATES
     The  preparation of the Company's  financial  statements in conformity with
     generally accepted accounting  principles requires the Company's management
     to make estimates and assumptions that effect the amounts reported in these
     financial  statements and accompanying  notes.  Actual results could differ
     from those estimates.

     CONSIDERATION  OF OTHER COMPREHENSIVE INCOME ITEMS
     SFAF 130 - Reporting  Comprehensive  Income,  requires companies to Present
     comprehensive income (consisting  primarily of net income plus other direct
     equity  changes  and  credits)  and its  components  as  part of the  basic
     financial statements.  For the period from inception to April 30, 2005, the
     Company's  financial  statements  do not contain any changes in equity that
     are required to be reported separately in comprehensive income.

     STOCK BASIS
     Shares of common stock issued for other than cash have been Assigned aounts
     equivalent to the fair value of the service or assets received in exchange.

2.   STOCKHOLDERS' EQUITY
     --------------------
     PREFERRED STOCK
     As of April 30, 2005,  25,000,000 shares of the Company's $0.0001 par value
     preferred  stock had been  authorized,  of which no shares  were issued and
     outstanding.

     COMMON STOCK
     As of April 30, 2005,  75,000,000 shares of the Company's $0.0001 par value
     common  stock had been  authorized,  of which  18,675,000  were  issued and
     outstanding.

3.   RELATED PARTY TRANSACTIONS
     --------------------------
     As of the date hereof,  the President is the owner of 15,000,000  shares of
     the  Company's   issued  and   outstanding   common   stock,   constituting
     approximately  80.3% of the Company's issued and outstanding  common stock.
     The shares were issued for total cash of $1,500 ($0.0001 per share).

     As of the date  hereof,  the  Company's  attorney is the owner of 3,675,000
     shares of the Company's issued and outstanding  common stock,  constituting
     approximately  19.7% of the Company's issued and outstanding  common stock.
     The shares were issued for expenses paid on behalf of the Company  totaling
     $368 ($0.0001 per share).



                                       F-7

<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2005

3.   RELATED PARTY TRANSACTIONS (CONTINUED)
     --------------------------------------
     Officers and directors are reimbursed for all out-of-pocket expenses.

4.   INCOME TAXES
     ------------
     The tax  benefit of  approximately  $789  related to  deductible  Temporary
     differences  and  operating  loss carry  forwards has been offset by a full
     allowance for realization.

5.   GOING CONCERN
     -------------
     The Company has incurred losses since inception and has negative equity and
     working capital. Management plans to fund operations of the Company through
     non-interest bearing advances from existing  shareholders,  until such time
     as a business  combination or other profitable  investment may be achieved.
     There are no written agreements in place for such funding, and there can be
     no assurance that such funding will be available in the future.

6.   MERGER WITH INFINITY CAPITAL GROUP, INC.
     ----------------------------------------

     On April 29, 2005,  Infinity Capital Group, Inc. completed a Plan of Merger
     with  Fayber  Group,  Inc.   Infinity  Capital  Group,   Inc.,  a  Maryland
     corporation,  had acquired all shares outstanding of Fayber Group, Inc. for
     the purposes of accomplishing a Merger of Infinity Capital Group,  Inc. and
     Fayber Group, Inc. There was no change to the issued and outstanding shares
     of Infinity Capital Group,  Inc., and all shares of Fayber Group, Inc. were
     retired by virtue of the merger.  The Merger was  completed on May 2, 2005.
     Infinity Capital Group, Inc. is the surviving corporation.





                                       F-8