UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended December 31, 2008

                                      Or

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from _________ to _____________


                        Commission file number: 814-00708

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


            Maryland                                       16-1675285
----------------------------------                   ------------------------
 State or other jurisdiction of                          I.R.S. Employer
  incorporation or organization                        Identification No.

              80 Broad Street, 5th Floor, New York, New York 10004
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

 Title of each class registered                         Name of each exchange
                                                         on which registered
----------------------------------                     ------------------------
         Not Applicable                                    Not Applicable

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

                              COMMON STOCK, $0.001
                              --------------------
                                (Title of class)

<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.

                                                               Yes |_| No |X|

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
                                                                          |_|

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 such  filing
requirements for the past 90 days.

                                                               Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not 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-K or any amendment to this Form 10-K.
                                                                          |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

------------------------------ --------  --------------------------- -----------
Large accelerated filer          [___]   Accelerated filer               [___]
------------------------------ --------  --------------------------- -----------
Non-accelerated filer            [___]   Smaller reporting company       [_X_]
(Do not check if a smaller
 reporting company)
------------------------------ --------  --------------------------- -----------

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                                               Yes |_| No |X|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $895,196 as of March 26, 2009.

There were 6,513,399 shares  outstanding of the registrant's  Common Stock as of
March 30, 2009.

                                      -2-

<PAGE>
<TABLE>
<CAPTION>
                                    TABLE OF CONTENTS

                                          PART I

<S>            <C>                                                                            <C>
ITEM 1         Business                                                                       4
ITEM 1 A.      Risk Factors                                                                   19
ITEM 1 B.      Unresolved Staff Comments                                                      29
ITEM 2         Properties                                                                     29
ITEM 3         Legal Proceedings                                                              30
ITEM 4         Submission of Matters to a Vote of Security Holders                            30

                                         PART II

ITEM 5         Market for Registrant's Common Equity, Related Stockholder Matters and         30
               Issuer Purchases of Equity Securities
ITEM 6         Selected Financial Data                                                        32
ITEM 7         Management's Discussion and Analysis of Financial Condition and Results of     32
               Operations
ITEM 7 A.      Quantitative and Qualitative Disclosures About Market Risk                     35
ITEM 8         Financial Statements and Supplementary Data                                    36
ITEM 9         Changes in and Disagreements with Accountants on Accounting and Financial      37
               Disclosure
ITEM 9 A.      Controls and Procedures                                                        37
ITEM 9 A(T).   Controls and Procedures                                                        37
ITEM 9B        Other Information                                                              38

                                         PART III

ITEM 10        Directors, Executive Officers, and Corporate Governance                        38
ITEM 11        Executive Compensation                                                         43
ITEM 12        Security Ownership of Certain Beneficial Owners and Management and Related     47
               Stockholder Matters
ITEM 13        Certain Relationships and Related Transactions, and Director Independence      48
ITEM 14        Principal Accounting Fees and Services                                         49

                                         PART IV

ITEM 15        Exhibits, Financial Statement Schedules                                        50
SIGNATURES                                                                                    51
</TABLE>


                                      -3-
<PAGE>

NOTE ABOUT FORWARD-LOOKING STATEMENTS

THIS FORM 10-K CONTAINS FORWARD-LOOKING  STATEMENTS, SUCH AS STATEMENTS RELATING
TO OUR FINANCIAL CONDITION,  RESULTS OF OPERATIONS,  PLANS,  OBJECTIVES,  FUTURE
PERFORMANCE AND BUSINESS  OPERATIONS.  THESE  STATEMENTS  RELATE TO EXPECTATIONS
CONCERNING  MATTERS  THAT  ARE  NOT  HISTORICAL  FACTS.  THESE   FORWARD-LOOKING
STATEMENTS  REFLECT OUR CURRENT  VIEWS AND  EXPECTATIONS  BASED LARGELY UPON THE
INFORMATION  CURRENTLY  AVAILABLE  TO US AND ARE SUBJECT TO  INHERENT  RISKS AND
UNCERTAINTIES.  ALTHOUGH WE BELIEVE  OUR  EXPECTATIONS  ARE BASED ON  REASONABLE
ASSUMPTIONS,  THEY ARE NOT  GUARANTEES  OF  FUTURE  PERFORMANCE  AND THERE ARE A
NUMBER OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED BY SUCH  FORWARD-LOOKING  STATEMENTS.  BY MAKING
THESE  FORWARD-LOOKING  STATEMENTS,  WE DO NOT  UNDERTAKE  TO UPDATE THEM IN ANY
MANNER  EXCEPT AS MAY BE REQUIRED BY OUR  DISCLOSURE  OBLIGATIONS  IN FILINGS WE
MAKE WITH THE SECURITIES AND EXCHANGE  COMMISSION  UNDER THE FEDERAL  SECURITIES
LAWS.  OUR  ACTUAL  RESULTS  MAY  DIFFER  MATERIALLY  FROM  OUR  FORWARD-LOOKING
STATEMENTS.

                                     PART I

ITEM 1. BUSINESS

GENERAL

THE  FOLLOWING  IS A  SUMMARY  OF  SOME  OF THE  INFORMATION  CONTAINED  IN THIS
DOCUMENT. UNLESS THE CONTEXT REQUIRES OTHERWISE,  REFERENCES IN THIS DOCUMENT TO
"WE," "US," "OUR,"  "INFINITY," OR THE "COMPANY" ARE TO INFINITY  CAPITAL GROUP,
INC.

HISTORY OF INFINITY CAPITAL GROUP, INC.

Infinity  Capital  Group,  Inc.  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.  The Company has its principal  office  located at 80
Broad Street,  5th Floor,  New York, New York 10004, and its telephone number is
(212) 962-4400.  The Company  maintains a website at  WWW.INFINITYBDC.COM,  such
website is not incorporated into this document.

During the year ended December 31, 2008 Infinity's  portfolio  company Satellite
Organizing Solutions,  Inc. changed its name to Strategic Environmental & Energy
Resources,  Inc.  ("SEER")  and  reverse  split its  stock 1 for 4 shares.  SEER
subsequently  acquired all the outstanding  interests in Resource  Environmental
Group Services,  LLC ("REGS") and Tactical Cleaning Company, LLC in an all stock
transaction.

In September  2007,  the Company was issued a $50,000  promissory  note by REGS.
During the year ended  December 31, 2008 the Company  converted  the  promissory
note into 62,500  shares of SEER and  purchased an  additional  62,500 shares of
SEER for $50,000.  In  conjunction  with the conversion and purchase the Company
received 125,000 warrants to purchase additional shares in SEER at $1 per share.

During the year ended December 31, 2008, we acquired  6,203,960 shares of NPI08,
Inc. The shares were  purchased for a  combination  of $150,000 cash and 102,500
shares of our common stock valued at $82,000.  In connection  with the purchase,
we issued a $25,000  promissory  note to the  escrow  agent for the  transaction
which was paid off during the three months ended September 30, 2008. NPI08, Inc.
was formerly involved in education and college  preparation.  NPI08, Inc. trades
on the pink sheets under the symbol "NPIE."

On  October  31,  2008,  NPIE  signed a merger  and  investment  term sheet with
Infotech Global Inc.  ("IGI") a privately held  Piscataway,  NJ based profitable

                                      -4-
<PAGE>

Bio Informatics  technology  firm.  Infinity was unable to enter a formal merger
agreement with IGI during its exclusivity period under the term sheet.  Infinity
is continuing to negotiate with IGI.

GENERAL DESCRIPTION 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 focus on businesses that have a minimum operating
history of one year with a  revenues  run rate  approaching  or 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.

CURRENT PORTFOLIO COMPANIES

The  following  table sets forth  certain  information  as of December  31, 2008
regarding each portfolio  company in which the Company had an investment.  Other
than these investments,  our only relationships with our portfolio companies are
the managerial  assistance we may separately provide to our portfolio companies,
which services would be ancillary to our investments.
<TABLE>
<CAPTION>
 NAME & ADDRESS    NATURE OF ITS                  % OF CLASS                       FAIR VALUE AT
  OF PORTFOLIO       PRINCIPAL      TITLE OF       HELD BY          COST OF         DECEMBER 31,
    COMPANY           BUSINESS      SECURITIES     INFINITY        INVESTMENT           2008
----------------- ----------------- ----------- --------------- ----------------- -----------------
<S>               <C>               <C>                  <C>              <C>               <C>
Lumonall, Inc.    Photoluminescent  Common               0.57%            $7,225            $2,294
3565 King Road,   Products          Stock
Unit 102
King City, ONT
L7B 1M3

Strategic         Industrial        Common               3.00%          $196,724          $694,882
Environmental &   Services For      Stock
Energy            Environmental,
Resources, Inc.   Energy and Rail   Warrants             0.50%           $24,490           $26,899
(Pink Sheets:     Transport         to buy
SENR)                               Common
7801 Brighton                       Stock
Road
Commerce City,
Co 80022

NPI08, Inc.       Education and     Common              87.85%          $232,000          $244,852
(Pink Sheets:     College           Stock
NPIE)             Preparation
80 Broad          Company
Street, 5th
Floor
New York, NY
10004
</TABLE>

                                      -5-
<PAGE>

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  significant  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  primarily  in
portfolio companies where we have a defined 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.

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,

                                      -6-
<PAGE>

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 our 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
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.

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.

                                      -7-
<PAGE>
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.

QUANTITATIVE CRITERIA.

Infinity  will seek to invest  90% 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 one year;

o    The company has a minimum annual revenue run rate  approaching or in excess
     of $1,000,000;

o    The company has a positive EBITDA run rate, or through  deleveraging and/or
     through additional equity capitalization,  the company will have a positive
     EBITDA; and

o    The company has cash or other ability to fund its  operations for a minimum
     of six months.

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 one fiscal  year and have an
annual  revenue  run rate  approaching  or in  excess  of one  million  dollars.
However,  we may invest in companies  which do not have a minimum annual revenue
run rate  approaching  or in excess 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
twenty four  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 upon the most  recent  operating
results as modified for  anticipated  changes.  We will limit our  investment to
$500,000 (or in the event that Company's net assets exceed $5,000,000,  then 10%
of such Company assets) in public  companies which do not meet our  quantitative
criteria.

Although  we will seek to invest in  companies  with  existing  positive  EBITDA
(Earnings before interest, 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 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.

                                      -8-
<PAGE>

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. We do not anticipate paying any dividends
or making other  distributions  until such time as we realize  proceeds from the
sale of one of our investments. Until such time as Infinity is qualified and the
board of directors  deems it  appropriate  to make the election to be taxed as a
regulated  investment company ("RIC") under the Internal Revenue Code, dividends
will be declared as deemed appropriate by our Board of Directors.  If RIC status
is elected, then dividends will be paid out in accordance with the RIC rules. We
may  not be  successful  in  selling  any  equity  securities  of our  portfolio
companies for a profit at any time in the future.

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  may be in the form of
common  stock  or 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:

o    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.

o    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.

o    Holders of  preferred  shares are often  granted  the right to elect one or
     more members of the company's board of directors.

We  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,  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
primarily look 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

                                      -9-
<PAGE>

subject to a reorganization or  recapitalization or other significant change. In
such  instances,  we may relax our  quantitative  requirements  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.

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.

QUALITATIVE 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

                                      -10-
<PAGE>

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.

     o    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
     experts,  who  represent a valuable  source of  information  about a target
     investment's market. We will call upon these contacts as well as create new
     ones in the  markets  of  each  company  seeking  funding.  As we  evaluate
     markets, we must become confident that the company can attain a competitive
     market position 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 the  potential  for  higher
     internally  sustainable  growth rates than  average and 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 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;


                                      -11-
<PAGE>

     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  portfolio  company in
          reaching predetermined milestones;

     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; and

     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 CUSTOMERS AND SUPPLIERS.  We intend to call a number of current and/or
     prospective  customers  and  suppliers  to get a sense of how they view the
     targeted investment including its products and the market.

(6)  EVALUATE PRODUCTS/TECHNOLOGY. As part of our analysis, we will evaluate the
     target investment's  current products,  development pipeline and underlying
     technology.  To evaluate technology, we will not rely on in-house expertise
     alone, but will contact and hire appropriate specialists and consultants.

(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    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  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;

                                      -12-
<PAGE>

     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;

     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  legal   counsel   regarding   the  fully  paid  and
          nonassessable character of the company's shares; and

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

                                      -13-
<PAGE>

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 be
eligible to receive favorable pass-through tax treatment on its distributions to
its  shareholders,  we intend over time 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 the  current  Offering,  and our plan to
invest  in no more  than  six to eight  eligible  portfolio  companies,  we will
initially be classified as a  "non-diversified"  closed end  investment  company
under the 1940 Act.  Until we qualify as a RIC and the board of directors  deems
it  appropriate   to  make  the  election,   we  will  not  be  subject  to  the
diversification  requirements applicable to RICs under the Internal Revenue Code
nor will we receive  favorable pass through tax treatment on distributions  made
to shareholders. We plan to raise additional funds in the future and 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 raise
any additional funds nor meet those  requirements  and/or the board of directors
may not deem it appropriate to make the RIC election.

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

                                      -14-
<PAGE>

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.

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 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.

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.

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.

RESERVE  MANAGEMENT.  We may  retain  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

                                      -15-
<PAGE>

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.

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) 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

                                      -16-
<PAGE>

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  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).

DETERMINATION OF NET ASSET VALUE

We determine  the net asset value per share of our common stock  quarterly.  The
net asset value per share of our common stock is equal to the value of our total
assets minus total  liabilities  divided by the total number of shares of common
stock outstanding.

At December  31, 2008,  the Company had a net asset value of $429,572,  which is
$0.07 per share.  Value, as defined in Section  2(a)(41) of the 1940 Act, is (i)
the market price for those  securities  for which a market  quotation is readily
available and (ii) for all other securities and assets, fair value as determined
in good faith by the board of  directors.  Since there is  typically  no readily

                                      -17-
<PAGE>

available  market  value  for  the  investments  in  our  portfolio,   we  value
substantially  all of our  investments at fair value as determined in good faith
by our board of directors.  In making its determination,  our board of directors
considers  valuation  appraisals  provided by an independent  valuation  service
provider.  Because of the inherent  uncertainty of determining the fair value of
investments that do not have a readily available market value, the fair value of
our  investments  determined  in good faith by our board of directors may differ
significantly  from the  values  that  would  have been used had a ready  market
existed for the investments, and the differences could be material.

There is no single  standard  for  determining  fair value in good  faith.  As a
result, determining fair value requires that judgment be applied to the specific
facts  and  circumstances  of  each  portfolio   investment  while  employing  a
consistently  applied valuation process for the types of investments we make. We
will record  unrealized  depreciation  on  investments  when we believe  that an
investment  has  become  impaired,  including  where  realization  of an  equity
security is doubtful.  Conversely,  we will record unrealized appreciation if we
have an indication  that the  underlying  portfolio  company has  appreciated in
value and,  therefore,  our equity security has also appreciated in value, where
appropriate.

Factors that the Board of Directors may consider in determining fair value of an
individual  investment  are  financial  performance  and  condition,  nature and
realizable  value of any  collateral,  business plan and progress  towards plan,
restrictions  on  the  investment  securities,   liquidity,   trading  activity,
financing  activity,  discounted  cash flow,  relative  valuation to  comparable
companies and other relevant factors.

With  respect to our  investments  for which market  quotations  are not readily
available and/or  investments  subject to  restrictions,  our Board of Directors
recently  adopted a multi-step  valuation  process for each quarter as described
below:

     1.   Management reviews all investments and summarizes current status;

     2.   An independent  valuation firm conducts independent  appraisals of all
          investments;

     3.   The audit committee of our board of directors  reviews the managements
          summary  and  the  report  of  the  independent   valuation  firm  and
          supplements with additional comments; and

     4.   The Board of Directors  discusses  valuation and  determines  the fair
          value of each  investment  in our portfolio in good faith based on the
          input of  management,  the  independent  valuation  firm and the audit
          committee.

Because such valuations,  and particularly  valuations of private securities and
private companies, are inherently uncertain, may fluctuate over short periods of
time and may be based on estimates,  our determinations of fair value may differ
materially from the values that would have been used if a ready market for these
securities  existed.  Our net asset  value  could be  adversely  affected if our
determinations  regarding  the fair  value of our  investments  were  materially
higher  than the values that we  ultimately  realize  upon the  disposal of such
securities.

We have retained  Chartered Capital Advisers,  Inc. to provide us with quarterly
valuations of our portfolio of equity securities.

ACCESS TO SEC REPORTS

Infinity Capital Group, Inc.'s internet website address is  WWW.INFINITYBDC.COM,
which  is not  incorporated  in and is not a part of  this  report.  Our  annual
reports on Form 10-K,  quarterly  reports on Form 10-Q,  current reports on Form
8-K, and  amendments  to those  reports  filed or furnished  pursuant to section
13(a) or 15(d) of the Exchange Act are available  free of charge  through a link

                                      -18-
<PAGE>

on our website to the Securities and Exchange  Commission's  website.  It is the
intention of  management  to publish  these reports on the Company's web site as
soon as  reasonably  practicable  after they are  electronically  filed with, or
furnished  to, the  Securities  and Exchange  Commission.  Until the reports are
available  on the  company's  web site  anyone can  request  the report from the
Company at the above  address  and the Company  will  furnish the report free of
charge.

ITEM 1A. RISK FACTORS


                  RISKS RELATING TO OUR BUSINESS AND STRUCTURE

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 has 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.

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.

BDC STATUS.

We have filed with the  Securities  and Exchange  Commission  our election 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").  Since making this election,  the Company is subject to the
provisions of 1940 Act as it applies to Business Development Companies.

WE  COMMENCED  INVESTMENT  OPERATIONS  IN 2004,  AND AS A RESULT  HAVE A LIMITED
OPERATING HISTORY.

We  commenced  investment  operations  in 2004.  As a  result,  we have  limited
financial  information.  We  are  subject  to  all of  the  business  risks  and
uncertainties associated with any new business, including the risks that we will
not achieve our investment objective.

REGULATIONS  GOVERNING  OUR  OPERATION  AS A BUSINESS  DEVELOPMENT  COMPANY WILL
AFFECT OUR ABILITY TO AND THE WAY IN WHICH WE RAISE ADDITIONAL CAPITAL.

We may issue debt  securities or preferred  stock and/or borrow money from banks
or other  financial  institutions,  which we refer to  collectively  as  "senior
securities,"  up to the  maximum  amount  permitted  by  the  1940  Act.  Senior
securities  are defined by the 1940 Act to include bonds,  debentures,  notes or
similar obligations or instruments that are securities and evidence indebtedness
and stock of a class having  priority over any other class as to distribution of
assets or payment of dividends. Under the provisions of the 1940 Act, we will be
permitted, as a business development company, to issue senior securities only in
amounts  such that our asset  coverage,  as defined  in the 1940 Act,  equals at
least 200% after each issuance of senior securities.  If the value of our assets
declines,  we may be unable to satisfy  this test.  If that  happens,  we may be

                                      -19-
<PAGE>

required to sell a portion of our  investments  and,  depending on the nature of
our leverage,  repay a portion of our indebtedness at a time when such sales may
be disadvantageous.

We are not  generally  able to issue and sell our common  stock at a price below
net asset value per share. We may,  however,  sell our common stock or warrants,
options,  or rights to acquire our common stock at a price below the current net
asset value of the common stock if our board of directors  determines  that such
sale is in the best  interests  of the  Company  and its  stockholders,  and our
stockholders  approve  such  sale.  In any such  case,  the  price at which  our
securities are to be issued and sold may not be less than a price which,  in the
determination of our board of directors,  closely  approximates the market value
of such securities.

REGULATIONS  GOVERNING OUR OPERATIONS AS A BUSINESS  DEVELOPMENT  COMPANY AFFECT
OUR ABILITY TO, AND THE MANNER IN WHICH, WE RAISE ADDITIONAL CAPITAL,  WHICH MAY
EXPOSE US TO RISKS.

Our  business  will  require a  substantial  amount of  capital.  We may acquire
additional capital from the issuance of senior securities,  including borrowings
or other indebtedness, or the issuance of additional shares of our common stock.
However,  we may  not be able to  raise  additional  capital  in the  future  on
favorable  terms or at all. We may issue debt  securities,  other  evidences  of
indebtedness  or  preferred  stock,  and we may borrow money from banks or other
financial  institutions,  which we refer to collectively as "senior securities,"
up to the maximum  amount  permitted by the 1940 Act. The 1940 Act permits us to
issue senior  securities in amounts such that our asset coverage,  as defined in
the 1940 Act, equals at least 200% after each issuance of senior securities. Our
ability  to pay  dividends  or  issue  additional  senior  securities  would  be
restricted if our asset  coverage  ratio were not at least 200%. If the value of
our assets declines,  we may be unable to satisfy this test. If that happens, we
may be required to liquidate a portion of our investments and repay a portion of
our indebtedness at a time when such sales may be  disadvantageous.  As a result
of  issuing  senior  securities,  we would  also be  exposed  to  typical  risks
associated  with  leverage,  including  an increased  risk of loss.  If we issue
preferred  stock, the preferred stock would rank "senior" to common stock in our
capital structure,  preferred stockholders would have separate voting rights and
might have rights,  preferences,  or privileges more favorable than those of our
common  stockholders.  If we raise additional funds by issuing more common stock
or senior  securities  convertible  into, or exchangeable for, our common stock,
then the percentage ownership of our stockholders at that time will decrease.

IF WE ARE UNABLE TO SATISFY INTERNAL REVENUE CODE REQUIREMENTS FOR QUALIFICATION
AS A RIC AND/OR OUR BOARD OF DIRECTORS  DEEMS IT NOT APPROPRIATE TO MAKE THE RIC
ELECTION,  THEN WE WILL BE SUBJECT TO  CORPORATE-LEVEL  INCOME TAX,  WHICH WOULD
ADVERSELY  AFFECT  OUR  RESULTS OF  OPERATIONS  AND COULD  ADVERSELY  EFFECT OUR
FINANCIAL CONDITION.

If the Board of Directors deems it appropriate and we elect,  and if we qualify,
to be treated as a RIC, we can generally  avoid  corporate-level  federal income
taxes on  income  distributed  to our  stockholders  as  dividends.  We will not
qualify for this  pass-through tax treatment if we are unable to comply with the
source of income,  diversification,  or distribution  requirements  contained in
Subchapter M of the Code, or if we fail to maintain our election to be regulated
as a business  development company under the 1940 Act. If we fail to qualify for
the federal  income tax benefits  allowable to RICs for any reason and remain or
become  subject to a  corporate-level  income  tax,  the  resulting  taxes could
substantially  reduce  our net  assets,  the  amount  of  income  available  for
distribution to our  stockholders,  and the actual amount of our  distributions.
Such a failure  could  have a  material  adverse  effect on us and the net asset
value of our common stock.

                                      -20-
<PAGE>

WE HAVE A  LIMITED  AMOUNT  OF  FUNDS  AVAILABLE  FOR  INVESTMENT  IN  PORTFOLIO
COMPANIES AND AS A RESULT OUR INVESTMENTS WILL LACK DIVERSIFICATION.

Based on the amount of our existing  available  funds,  together  with the funds
from the  offering,  it is unlikely  that we will be able to commit our funds to
investments  in,  and  the  acquisition  of,  securities  of a large  number  of
companies.  We intend to  continue  to operate as a  non-diversified  investment
company  within  the  meaning  of the 1940  Act.  Prospective  investors  should
understand  that our current  investments are not, and in the future may not be,
substantially diversified.  We may not achieve the same level of diversification
as larger entities engaged in similar venture capital activities. Therefore, our
assets  may be subject  to  greater  risk of loss than if they were more  widely
diversified.  The loss of one or more of our limited number of investments could
have a material adverse effect on our financial condition.

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.

NON-DIVERSIFIED STATUS.

We will be initially classified as a "non-diversified"  investment company under
the  1940  Act.  At  such  time  as  we  meet  certain   asset   diversification
requirements, we may qualify and elect to be treated as a 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.

                           RISKS RELATING TO OUR STOCK

THERE IS  CURRENTLY  A LIMITED  PUBLIC  MARKET FOR OUR  SHARES  AND  SIGNIFICANT
TRADING  ACTIVITY  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.

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.

                                      -21-
<PAGE>

WE ARE A  CLOSED  END  INVESTMENT  COMPANY  AND  WILL  NOT  REDEEM  OUR  SHARES.
HISTORICALLY,  THE  SHARES OF  CLOSED-END  INVESTMENT  COMPANIES,  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.

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.

THERE IS A RISK THAT  INVESTORS MAY NOT RECEIVE  DIVIDENDS OR THAT OUR DIVIDENDS
MAY NOT GROW OVER TIME.

We intend to make  distributions  on a quarterly basis to our  stockholders.  We
cannot assure you that we will achieve  investment results that will allow us to
make a specified level of cash  distributions or year-to-year  increases in cash
distributions. In addition, due to the asset coverage test applicable to us as a
business  development  company,  we  may  be  limited  in our  ability  to  make
distributions.

WE HAVE  NOT YET  IDENTIFIED  ALL OF THE  PORTFOLIO  COMPANIES  IN WHICH WE WILL
INVEST.

Our investments are selected by our management team,  subject to the approval of
our Directors, and stockholders do not have input into investment decisions.

                        RISKS RELATING TO OUR INVESTMENTS

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

                                      -22-
<PAGE>

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.

INVESTMENT IN 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   primarily   focuses  on  public  companies  and  we  will  invest  in
privately-held  companies  in the process of  becoming  public or  expecting  to
become public in the future.  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 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.

                                      -23-
<PAGE>

                              RISKS OF THE COMPANY

THERE IS  CURRENTLY  A LIMITED  PUBLIC  MARKET FOR OUR  SHARES  AND  SIGNIFICANT
TRADING  ACTIVITY  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.

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  COMPANIES,  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
YEARS. 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 Offering and an  additional  amount of time before we are able
to fully invest the proceeds of the Offering.  A majority of the securities that
we will own in our portfolio  companies will be  "restricted"  under Rule 144 of
the Securities Act 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.

Regulations  governing  operations of a business development company will affect
the  Company's  ability  to  raise,  and the way in  which  the  Company  raises
additional  capital.  Under the  provisions  of the 1940  Act,  the  Company  is
permitted, as a business development company, to issue senior securities only in
amounts such that asset  coverage,  as defined in the 1940 Act,  equals at least
200% after each issuance of senior securities.  If the value of portfolio assets
declines,  the Company may be unable to satisfy this test. If that happens,  the
Company may be required to sell a portion of its investments  and,  depending on
the nature of the Company's  leverage,  repay a portion of its indebtedness at a
time when such sales may be disadvantageous and result in unfavorable prices.

Applicable  law requires that business  development  companies may invest 70% of
its assets only in privately held U.S.  companies,  small,  publicly traded U.S.
companies, certain high-quality debt, and cash.

                                      -24-
<PAGE>

The  Company is not  generally  able to issue and sell  common  stock at a price
below net asset value per share. The Company may, however, sell common stock, or
warrants, options or rights to acquire common stock, at prices below the current
net asset value of the common  stock if the Board of Directors  determines  that
such sale is in the best interests of the Company and its  stockholders  approve
such sale. In any such case, the price at which the Company's  securities are to
be issued and sold may not be less than a price which, in the  determination  of
the Board of Directors, closely approximates the market value of such securities
(less any distributing commission or discount).

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.

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 may  qualify and elect to be treated as a 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.

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 and elect to be
treated as a 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.

                                      -25-
<PAGE>

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.

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 may be no established trading market in which such securities can be sold.
In the case of warrants or equity securities in private companies,  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

                                      -26-
<PAGE>

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.

A  SIGNIFICANT  PORTION OF OUR  INVESTMENT  PORTFOLIO IS AND WILL CONTINUE TO BE
RECORDED  AT FAIR VALUE AS  DETERMINED  IN GOOD FAITH BY OUR BOARD OF  DIRECTORS
AND, AS A RESULT,  THERE IS AND WILL CONTINUE TO BE  UNCERTAINTY AS TO THE VALUE
OF OUR PORTFOLIO INVESTMENTS.

Under the 1940 Act, we will be required to carry our  portfolio  investments  at
market value or, if there is no readily available market value, at fair value as
determined  by our board of  directors.  We will not be  permitted to maintain a
general reserve for anticipated losses. Instead, we will be required by the 1940
Act to specifically  value each  individual  investment and record an unrealized
loss for any asset we believe has decreased in value.  Typically  there is not a
public  market for the  securities of the  privately-held  companies in which we
have invested and will generally  continue to invest.  As a result, we value our
investments  in  privately-held  companies  on  a  quarterly  basis  based  on a
determination of their fair value made in good faith.  Factors that the Board of
Directors may consider in determining fair value of an individual investment are
financial  performance  and  condition,  nature  and  realizable  value  of  any
collateral,  business  plan  and  progress  towards  plan,  restrictions  on the
investment  securities,   liquidity,   trading  activity,   financing  activity,
discounted  cash flow,  relative  valuation to  comparable  companies  and other
relevant factors.

With  respect to our  investments  for which market  quotations  are not readily
available and/or  investments  subject to  restrictions,  our Board of Directors
recently  adopted a multi-step  valuation  process for each quarter as described
below:

     1.   Management reviews all investments and summarizes current status;

     2.   An independent  valuation firm conducts independent  appraisals of all
          investments;

     3.   The audit committee of our board of directors  reviews the managements
          summary  and  the  report  of  the  independent   valuation  firm  and
          supplements with additional comments; and

     4.   The Board of Directors  discusses  valuation and  determines  the fair
          value of each  investment  in our portfolio in good faith based on the
          input of  management,  the  independent  valuation  firm and the audit
          committee.

Because such valuations,  and particularly  valuations of private securities and
private companies, are inherently uncertain, may fluctuate over short periods of
time and may be based on estimates,  our determinations of fair value may differ
materially from the values that would have been used if a ready market for these
securities  existed.  Our net asset  value  could be  adversely  affected if our
determinations  regarding  the fair  value of our  investments  were  materially
higher  than the values that we  ultimately  realize  upon the  disposal of such
securities.

                                      -27-

<PAGE>

OUR  PORTFOLIO IS AND MAY  CONTINUE TO BE  CONCENTRATED  IN A LIMITED  NUMBER OF
PORTFOLIO  COMPANIES  AND  INDUSTRIES,  WHICH  WILL  SUBJECT  US  TO A  RISK  OF
SIGNIFICANT LOSS IF ANY OF THESE COMPANIES DEFAULTS ON ITS OBLIGATIONS UNDER ANY
OF ITS DEBT INSTRUMENTS OR BY A DOWNTURN IN THE PARTICULAR INDUSTRY.

Our  portfolio is and may  continue to be  concentrated  in a limited  number of
portfolio   companies   and   industries.   Beyond  the  asset   diversification
requirements  associated with our goal to qualify as a RIC, we do not have fixed
guidelines  for  diversification,  and while we are not  targeting  any specific
industries,  our  investments  are, and could  continue to be,  concentrated  in
relatively few industries.  As a result, the aggregate returns we realize may be
significantly adversely affected if a small number of investments perform poorly
or if we need to write  down the value of any one  investment.  Additionally,  a
downturn  in any  particular  industry  in  which  we are  invested  could  also
significantly impact the aggregate returns we realize.

WE MAY NOT CONTROL ANY OF OUR PORTFOLIO COMPANIES.

We may not control any of our portfolio companies, even though we may have board
representation or board  observation  rights. As a result, we are subject to the
risk that a  portfolio  company in which we invest may make  business  decisions
with  which we  disagree,  may take risks or  otherwise  act in ways that do not
serve our interests.

WE MAY NOT REALIZE GAINS FROM OUR EQUITY INVESTMENTS.

Our goal is  ultimately  to dispose of the equity  interests we acquire from our
portfolio  companies and realize gains upon our  disposition of such  interests.
However,  the equity  interests we receive may not  appreciate  in value and, in
fact,  may decline in value.  Accordingly,  we may not be able to realize  gains
from our equity  interests,  and any gains that we do realize on the disposition
of any equity  interests  may not be  sufficient  to offset any other  losses we
experience.

OUR ABILITY TO INVEST IN CERTAIN PRIVATE AND PUBLIC  COMPANIES MAY BE LIMITED IN
CERTAIN CIRCUMSTANCES.

As a business  development  company,  we must not acquire any assets  other than
"qualifying  assets"  unless,  at the time of and  after  giving  effect to such
acquisition,  at least 70% of our total assets are qualifying  assets. We expect
that  substantially  all of our assets will be "qualifying  assets," although we
may decide to make other  investments  that are not  "qualifying  assets" to the
extent permitted by the 1940 Act.

Amendments promulgated in 1998 by the Federal Reserve expanded the definition of
a marginable  security under the Federal  Reserve's  margin rules to include any
non-equity  security.  Thus,  any  debt  securities  issued  by any  entity  are
marginable  securities  under the Federal  Reserve's  current margin rules. As a
result, the staff of the SEC has raised the question to the business development
company  industry  as to whether a private  company  that has  outstanding  debt
securities would qualify as an "eligible portfolio company" under the 1940 Act.

In late 2006 the SEC expanded the  definition of eligible  portfolio  company to
include all domestic  operating  companies  that had no class of securities on a
national securities  exchange.  On July 21 2008, the SEC adopted rules providing
for an additional  definition  of eligible  portfolio  company,  and expands the
ability  of  business  development  companies  (BDCs)  to  invest  in small  cap
companies that list a class of securities on an exchange. The new rules provides
for the expansion of the definition of "eligible  portfolio  company" to include
certain  public  companies that list their  securities on a national  securities
exchange.  The SEC amended the  definition  of "eligible  portfolio  company" to
include,  a domestic  operating company with a class of securities on a national
exchange may now qualify, so long as the company has a market  capitalization of
less than $250 million (not subject to future adjustment for inflation) computed
as of any date in the 60 days prior to the BDC's  acquisition  of the  company's

                                      -28-
<PAGE>

securities.  A BDC follow on  investment in such company more than 60 days after
the company's market  capitalization was last below $250 million generally would
be considered an investment in an eligible portfolio company.  If at the time of
the original  investment  by the BDC the company met the  definition of eligible
portfolio  company,  and subsequently  would not meet the definition because the
company no longer meets the  requirements of the rule (i.e.  following the BDC's
initial  investment(s)  in the company,  the company listed its securities on an
Exchange),  subject to certain conditions. These conditions permit a BDC to make
a follow-on investment only if the BDC, at the time of the follow-on investment:
(1) owns at least 50% of (a) the  greater  number of equity  securities  of such
company,  including  securities  convertible  into  or  exchangeable,  for  such
securities,  and (b) the  greater  amount of  certain  debt  securities  of such
company  held by the BDC at any time during the period when such  company was an
eligible  portfolio  company;  and (2) is one of the twenty  largest  holders of
record of the company's outstanding voting securities.

THE INABILITY OF OUR PORTFOLIO  COMPANIES TO COMMERCIALIZE THEIR TECHNOLOGIES OR
CREATE OR  DEVELOP  COMMERCIALLY  VIABLE  PRODUCTS  OR  BUSINESSES  WOULD HAVE A
NEGATIVE IMPACT ON OUR INVESTMENT RETURNS.

The possibility  that our portfolio  companies will not be able to commercialize
their technology,  products or business  concepts presents  significant risks to
the  value  of our  investment.  Additionally,  although  some of our  portfolio
companies  may already have a  commercially  successful  product or product line
when we invest,  technology  related  products  and  services  often have a more
limited  market or life span than have products in other  industries.  Thus, the
ultimate   success  of  these  companies  often  depends  on  their  ability  to
continually innovate in increasingly  competitive markets. Their inability to do
so could  affect our  investment  return.  We cannot  assure you that any of our
portfolio  companies will successfully  acquire or develop any new technologies,
or that the  intellectual  property  the  companies  currently  hold will remain
viable. Even if our portfolio companies are able to develop  commercially viable
products,  the market for new products and  services is highly  competitive  and
rapidly changing.  Neither our portfolio  companies nor we have any control over
the pace of technology development.  Commercial success is difficult to predict,
and the marketing efforts of our portfolio companies may not be successful.


ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.


ITEM 2. PROPERTIES

FACILITIES

The current corporate address is 80 Broad Street,  5th Floor, New York, New York
10004. The telephone  number is  212-962-4400.  The Company entered into a lease
effective December, 2006 for twelve months and is continuing on a month-to-month
basis.  The lease is  noncancellable  with a minimum monthly payment of $100 and
provision for additional  charges for use of facilities and services utilized on
an as-needed  basis.  Rent expense  incurred  under the lease in the years ended
December 31, 2008 and 2007 was approximately $2,885 and $3,783, respectively.

REAL PROPERTY

None.


                                      -29-
<PAGE>

MINERAL PROPERTIES

None.


ITEM 3. LEGAL PROCEEDINGS

Infinity  anticipates that it (including any future subsidiaries) will from time
to time become subject to claims and legal  proceedings  arising in the ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and Infinity cannot assure that their ultimate  disposition will not
have a materially adverse effect on the Company's business, financial condition,
cash flows or results of  operations.  The Company is not a party to any pending
legal  proceedings,  nor  is  the  Company  aware  of any  civil  proceeding  or
government  authority  contemplating any legal proceeding as of the date of this
filing.


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 REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

On August 25, 2008,  the Company's  common stock was approved for trading on the
OTC Bulletin  Board by FINRA.  The  Company's  Common Stock is traded on the OTC
Bulletin Board under the symbol "ICGP".

MARKET INFORMATION
                                                    HIGH               LOW
FISCAL YEAR ENDED DECEMBER 31, 2008:
                                                 ------------      -------------
Quarter Ended March 31, 2008                         $--               $--

Quarter Ended June 30, 2008                           --                --

Quarter Ended September 30, 2008                     0.80              0.55

Quarter Ended December 31, 2008                      0.60              0.40


The above quotations reflect inter-dealer prices, without mark-up,  mark-down or
commission,   as  reported  through  Bloomberg  and  may  not  represent  actual
transactions.

HOLDERS

As of December 31, 2008, the Company had  approximately  42 holders of record of
the Common Stock.  Since a portion of the Company's  common stock may be held in
"street" or nominee name, the Company is unable to determine the exact number of
beneficial holders.

PENNY STOCK RULES

The  shares  of  Company  common  stock  are  covered  by  Section  15(g) of the
Securities  Exchange Act of 1934 and SEC Rules 15g-1 through 15g-6, which impose
additional  sales  practice  requirements  on  broker-dealers  who sell  Company
securities to persons other than established customers and accredited investors.

                                      -30-
<PAGE>

Rule 15g-2  declares  unlawful any  broker-dealer  transactions  in penny stocks
unless the  broker-dealer  has first  provided  to the  customer a  standardized
disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock  transaction  unless the  broker-dealer  first discloses and  subsequently
confirms  to the  customer  the  current  quotation  prices  or  similar  market
information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a customer unless the  broker-dealer  first discloses to the customer the amount
of  compensation or other  remuneration  received as a result of the penny stock
transaction.

Rule 15g-5 requires that a  broker-dealer  executing a penny stock  transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales persons' compensation.

Because a "penny stock" is, generally speaking,  one selling for less than $5.00
per share, the Company's common stock may be subject to the foregoing rules. The
application  of the penny stock rules may affect  stockholders'  ability to sell
their shares because some  broker-dealers may not be willing to make a market in
the Company's common stock because of the burdens imposed upon them by the penny
stock rules.


DIVIDEND POLICY

The Company  currently  anticipates  that it will retain all of its  earnings to
finance the  operation and  expansion of its  business,  and therefore  does not
intend to pay dividends on its Common Stock in the foreseeable future. Since its
inception,  the Company has never  declared  or paid any cash  dividends  on its
Common  Stock.  Any  determination  to pay  dividends  in the  future  is at the
discretion  of the  Company's  Board  of  Directors  and  will  depend  upon the
Company's  financial  condition,  results of operations,  capital  requirements,
limitations  contained in loan agreements and such other factors as the Board of
Directors deems relevant.  However, the Company may from time to time distribute
shares or interests in portfolio companies.

SHARES ELIGIBLE FOR FUTURE SALE

Infinity  currently  has  6,513,399  shares of common  stock  outstanding  as of
December 31,  2008. A current  shareholder  who is an  "affiliate"  of Infinity,
defined in Rule 144 as a person who directly,  or indirectly through one or more
intermediaries,  controls,  or is controlled by, or is under common control with
Infinity will be required to comply with the resale  limitations of Rule 144. Of
these shares a total of 1,749,891 shares have been held for 6 months or more and
are eligible for resale under Rule 144.  Sales by affiliates  will be subject to
the volume and other  limitations of Rule 144,  including  certain  restrictions
regarding  the manner of sale,  notice  requirements,  and the  availability  of
current public  information  about Infinity.  The volume  limitations  generally
permit an affiliate to sell,  within any three month period,  a number of shares
that does not exceed the  greater of one  percent of the  outstanding  shares of
common stock or the average weekly trading volume during the four calendar weeks
preceding his sale. A person who ceases to be an affiliate at least three months
before the sale of  restricted  securities  beneficially  owned for at least two
years may sell the restricted securities under Rule 144 without regard to any of
the Rule 144 limitations.

                                      -31-
<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

We made the following  unregistered sales of its securities from January 1, 2008
through December 31, 2008.
<TABLE>
<CAPTION>

    DATE OF SALE       TITLE OF SECURITIES    NO. OF SHARES       CONSIDERATION       CLASS OF PURCHASER
---------------------- --------------------- ---------------  ---------------------  ----------------------
<S>                    <C>                   <C>              <C>                    <C>
1/17/2008                  Common stock           50,000       Settlement Agreement   Business Associate

1/17/2008                  Common stock           50,000       Settlement Agreement   Business Associate
6/17/2008                  Common stock           40,000        NPI108 Acquisition    Business Associate
6/17/2008                  Common stock           62,500        NPI108 Acquisition    Business Associate
                                                               Exercise of Class A
11/15/2008                 Common stock           40,500             Warrants         Business Associate
</TABLE>

EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by us of our unregistered securities were made in reliance upon
Section 4(2) of the  Securities  Act of 1933,  as amended (the "1933 Act").  The
entity listed above that purchased the  unregistered  securities was an existing
shareholder,  known  to us and our  management,  through  pre-existing  business
relationships,  as a long standing business  associate.  The entity was provided
access to all material  information,  which it  requested,  and all  information
necessary to verify such  information  and was afforded access to our management
in connection with the purchases.  The purchaser of the unregistered  securities
acquired such securities for investment and not with a view toward distribution,
acknowledging  such intent to us. All  certificates  or agreements  representing
such  securities that were issued  contained  restrictive  legends,  prohibiting
further transfer of the certificates or agreements representing such securities,
without such securities  either being first  registered or otherwise exempt from
registration in any further resale or disposition.

ISSUER PURCHASES OF EQUITY SECURITIES

Infinity  Capital Group,  Inc. did not repurchase any shares of its common stock
during the quarter ended December 31, 2008.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH THE  FINANCIAL
STATEMENTS  AND NOTES  THERETO  AND THE  OTHER  FINANCIAL  INFORMATION  INCLUDED
ELSEWHERE IN THIS REPORT.  THIS DISCUSSION CONTAINS  FORWARD-LOOKING  STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE  ANTICIPATED IN THESE FORWARD  LOOKING  STATEMENTS AS A RESULT OF ANY
NUMBER OF FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" ON PAGE 19 AND
ELSEWHERE IN THIS REPORT.

                                      -32-
<PAGE>

OVERVIEW

Infinity Capital Group is a non-diversified,  closed-end  management  investment
company that has elected to be treated as a Business Development Company ("BDC")
under the  Investment  Company Act of 1940 ("1940  Act").  As a BDC, the Company
must be  primarily  engaged in the  business  of  furnishing  capital and making
available  managerial  assistance to companies  that generally do not have ready
access to capital through  conventional  financial channels.  Such companies are
termed  "portfolio"  companies.  On September  10, 2008,  the Company  commenced
trading on the OTC Bulletin Board under the symbol ICGP.

During the year ended December 31, 2008, we acquired  6,203,960 shares of NPI08,
Inc. The shares were  purchased for a  combination  of $150,000 cash and 102,500
shares of our common stock valued at $82,000.  In connection  with the purchase,
we issued a $25,000  promissory  note to the  escrow  agent for the  transaction
which was paid off during the three months ended September 30, 2008. NPI08, Inc.
was formerly involved in education and college  preparation.  NPI08, Inc. trades
on the pink sheets under the symbol  "NPIE." On October 31, 2008,  NPIE signed a
merger and  investment  term sheet with  Infotech  Global Inc. a privately  held
Piscataway,  NJ based profitable Bio Informatics  technology firm.  Infinity was
unable to enter a formal merger agreement with IGI during its exclusivity period
under the term sheet. Infinity is continuing to negotiate with IGI.

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.


RESULTS OF OPERATIONS

FOR THE YEAR ENDED  DECEMBER  31, 2008  COMPARED TO THE YEAR ENDED  DECEMBER 31,
2007

The  Company  recognized  $1,406 in  investment  income  during  the year  ended
December 31, 2008 compared to $100,015  during the year ended December 31, 2007.
The  decrease of $98,609 was a result of  one-time  consulting  fees in the year
ended December 31, 2007, received from Fluid Media Networks which did not repeat
in the year ended  December 31, 2008.  The fees consisted of $15,000 in cash and
$85,000 in stock.

Total expenses during the year ended December 31, 2008 were $308,158 compared to
$155,317 during the year ended December 31, 2007. The increase of $152,841 was a
result of an increase of $56,205 in non-cash  director fees  resulting  from the
issuance of 404,000  options to purchase  the  Company's  stock  pursuant to the
shareholder  approved 2008 Stock Option Plan, an increase of $46,179 in interest
and  settlement  costs  pursuant  to a  settlement  agreement  with  two  of the
Company's  debtors under which they received partial repayment of their loan and
were issued  100,000 shares of the Company's  stock,  and increase of $30,190 in
management fees and officers'  salary  primarily due to accrual of salary to Mr.
Greenberg  beginning  January 1, 2008 in the amount of $2,000 per month,  and an
increase of $52,103 in professional  fees due to consulting  services related to
the Company's  investment in Strategic  Environmental  and Energy  Solutions and
fees related to setting up the Company's  stock option plan offset by a decrease
of $34,910 in insurance expenses related to a decrease in insurance and coverage
levels.

During the year ended December 31, 2008,  the Company had a net investment  loss
of  $170,628  compared  to a net  investment  loss of  $21,327 in the year ended
December 31, 2007. The increase of $149,301 is a result of the $98,609  decrease

                                      -33-
<PAGE>

in  investment  income and the $155,317  increase in total  expenses,  described
above, offset by an increase of $102,149 in income tax benefit provision.

During the year ended  December  31,  2008,  the  Company had net  realized  and
unrealized  gains of $264,240 (net of income taxes of $136,124)  compared to net
realized and unrealized gains of $53,140 (net of income taxes of $13,633) during
the year ended  December 31, 2007. In 2008,  the gains are largely the result of
an increase in value in the Company's investment in Strategic  Environmental and
Energy Solutions. In 2007, the gains were from the sale of Midland International
Corp. stock (name change to Lumonall, Inc. in 2007) and the increase in value of
the Company's investments in Satellite Organizing  Solutions,  Inc. (name change
to Strategic Environmental and Energy Solutions in 2008).

During the year ended  December 31, 2008,  the Company had a net increase in net
assets from  operations  of $93,612  compared to a net increase in net assets of
$31,813  during the year ended December 31, 2007. The increase in net assets was
a result of the  increase in net  realized  and  unrealized  gains offset by the
decrease in  investment  income and  increase in total  expenses,  as  discussed
above.

Net assets per share from  operations  increased $0.01 per share during the year
ended  December 31, 2008 and  increased by $0.01 per share during the year ended
December  31, 2007.  While the Company had small  operating  profits  during the
years  ended  December  31, 2008 and  December  31,  2007,  the Company may have
operating  losses in the future unless  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.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had a cash  balance at  December  31,  2008 of $2,891  compared to
$67,609 at December 31,  2007.  Current  liabilities  exceed  current  assets by
$566,382.  The Company had $724,075 in non-controlled  affiliate investments and
$244,852 in controlled  investments at December 31, 2008. The Company expects to
raise capital in connection  with a Regulation E offering and  anticipates  that
the funds available from the offering would provide required working capital for
the next twelve months.

The notes payable of the Company increased from $132,020 as of December 31, 2007
to $260,800 as of December 31, 2008.  This net increase was  attributable to the
following:  i) In the first  quarter  of 2008,  the  Company  sold  Theodore  A.
Greenberg a $50,000  promissory  note the proceeds  from which were  invested in
Strategic Environmental and Energy Solutions, the Company made partial repayment
of loans to two lenders as part of a  settlement  agreement in which the lenders
were  issued  100,000  shares  of the  Company's  stock and as part  funding  of
agreement a promissory note of $24,020 due Gregory H. Laborde was canceled. (ii)
In the second quarter of 2008, the Company sold a $25,000  promissory Note to an
individual and a $70,000  promissory  note to Theodore A. Greenberg the proceeds
of both were invested in NPI08,  Inc.  (iii) In the fourth  quarter of 2008, the
Company sold a $7,800 of promissory  note to Theodore A.  Greenberg the proceeds
of which were uses for general corporate purposes.

During the year ended  December 31, 2008, the Company used $400,556 in operating
activities. During the year ended December 31, 2007, the Company used $68,707 in
operating  activities.  The increase of $331,849 was  primarily  the purchase of

                                      -34-
<PAGE>

investments in Strategic Environmental and Energy Services and NPI08. During the
year ended  December  31,  2008,  the Company had an increase in other assets of
$3,944,  an increase  in accounts  payable of $72,485 and an increase in accrued
expenses of $30,862.

During the years ended  December  31, 2008 and 2007,  the Company did not use or
receive funds from its investing activities.  During the year ended December 31,
2008,  the Company  received funds of $335,838 from  financing  activities.  The
Company  received  funds of $153,780  from notes  payable  and made  payments of
$25,000 on notes payables.  The Company  received funds of $53,162 from the sale
of common stock. The Company issued shares of its common stock valued at $82,000
as partial payment for the Company's  investment in NPI08 and the Company issued
shares of the  Company's  common stock valued at $39,840 as part of a settlement
agreement with two lenders. During the year ended December 31, 2007, the Company
received funds of $123,148 from its financing activities.

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.

GOING CONCERN

The Company has a deficit in working capital and assets,  which may be illiquid.
Management  plans to fund  operations of the Company  through  interest  bearing
advances from existing  shareholders and the sale of its securities including in
its  Regulation E offering,  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.

The critical  assumption  made by  management of the Company is that the Company
will  continue  to operate  as a going  concern.  The  Company's  auditors  have
expressed  a concern  that the  Company  may not be able to  continue as a going
concern.

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2008 and 2007 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
financial   institutions  or  individuals.   Management  believes  that  actions
presently being taken to obtain  additional  funding provide the opportunity for
the Company to continue as a going concern."


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our  Company's  business  activities  contain  elements  of  risk.  Neither  our
investments  nor an  investment  in us is  intended  to  constitute  a  balanced
investment program.

A  substantial  portion  of our assets is  comprised  of small  publicly  traded
companies whose market for their securities are thinly traded, and small private
companies  seeking  expansion.  These businesses tend to be thinly  capitalized,
unproven,  small  companies  that lack  management  depth and have not  attained
profitability or have limited history of operations.  Because of the speculative
nature and the lack of or limited public market for these investments,  there is
significantly greater risk of loss than is the case with traditional  investment
securities.  We expect that some of our  investments  will be a complete loss or
will be unprofitable and that some will appear to be likely to become successful

                                      -35-
<PAGE>

but never  realize their  potential.  Even when our private  equity  investments
become publicly traded, the market for the unseasoned publicly traded securities
may be relatively illiquid.

Because  there is typically no or a limited  public  market for our interests in
the small companies in which we invest, the valuation of the equity interests in
that  portion  of our  portfolio  is  determined  in good  faith by or under the
direction  of  our  Board  of  Directors,   in  accordance  with  our  valuation
procedures.  In  the  absence  of a  readily  ascertainable  market  value,  the
determined value of our portfolio of equity  interests may differ  significantly
from the values that would be placed on the  portfolio  if a liquid ready market
for the equity interests  existed.  Any changes in valuation are recorded in our
consolidated  statements of operations as "Net increase (decrease) in unrealized
appreciation on investments."  Changes in valuation of any of our investments in
public and privately held companies from one period to another may be volatile.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited  financial  statements of Infinity Capital Group,  Inc. for the year
ended December 31, 2008 appear as pages F-1 through F-21.

























                                      -36-
<PAGE>






                          INFINITY CAPITAL GROUP, INC.

                              FINANCIAL STATEMENTS


                            December 31, 2008 & 2007

















                                       F-1




<PAGE>




                          INFINITY CAPITAL GROUP, INC.
                              Financial Statements



                                TABLE OF CONTENTS



                                                                         PAGE
                                                                        ------
REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM

       Larry O'Donnell, P.C.                                              F-3
       Ronald R. Chadwick, P.C.                                           F-4

FINANCIAL STATEMENTS

                  Balance sheets                                          F-5
                  Statements of operations                                F-6
                  Statements of changes in net assets                     F-7
                  Statements of cash flows                                F-8
                  Schedule of investments                               F-9-F-10
                  Notes to financial statements                        F-11-F-21



















                                       F-2
<PAGE>
                           Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545                                 2228 South Fraser Street
E-mail larryodonnellcpa@msn.com                                           Unit 1
www.larryodonnellcpa.com                                  Aurora, Colorado 80014


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Infinity Capital Group, Inc.
New York, New York

I have audited the accompanying  balance sheets of Infinity Capital Group,  Inc.
including the schedule of  investments as of December 31, 2008 and 2007, and the
related  statements of operations,  changes in net assets and cash flows for the
years then ended and the financial  highlights  for the years ended December 31,
2008, 2007, 2006 and 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 the  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 audits provide 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 Infinity Capital Group, Inc. as of
December  31,  2008 and 2007 and the results of its  operations,  changes in net
assets and cash flows for the years then  ended 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 8 to the
financial  statements the Company has suffered  recurring losses from operations
that raise  substantial  doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 8. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/LARRY O'DONNELL, CPA, P.C.
March 30, 2009





                                      F-3
<PAGE>
                            Ronald R. Chadwick, P.C.
                           Certified Public Accountant
                             2851 South Parker Road
                                    Suite 720
                             Aurora, Colorado 80014
                               Phone (303)306-1967
                                Fax (303)306-1944


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Infinity Capital Group, Inc.
New York, New York

I have audited the accompanying  financial highlights of Infinity Capital Group,
Inc. for the year ended December 31, 2004.  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 audit.

I conducted my audit in  accordance  with the  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  highlights  referred to above of Infinity Capital
Group,  Inc. for the year ended December 31, 2004 are presented  fairly,  in all
material respects,  in conformity with accounting  principles generally accepted
in the United States of America.

Aurora, Colorado                                    /s/ Ronald R. Chadwick, P.C.
March 25, 2009                                          RONALD R. CHADWICK, P.C.








                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                                       Balance Sheets

                                                                                            December           December
                                                                                            31, 2008           31, 2007
                                                                                         ---------------     --------------


Assets

<S>                                                                                      <C>                 <C>
         Investments in noncontrolled affiliates (Cost - $228,439 and $94,064)           $      724,075      $      94,660
         Controlled Investments (Cost - $232,000 and $136,326)                                  244,852            200,809
         Promissory Note                                                                         27,477             50,000
         Cash                                                                                     2,891             67,609
         Deferred offering costs                                                                  4,608             36,664
         Other assets                                                                             9,775              6,991
                                                                                         ---------------     --------------

                Total assets                                                                 $1,013,678           $456,733
                                                                                         ===============     ==============

Liabilities

         Accounts payable                                                                $      266,417      $     193,932
         Accrued expenses payable                                                                56,889             26,027
         Notes payable                                                                          260,800            132,020
                                                                                         ---------------     --------------

                Total liabilities                                                               584,106            351,979
                                                                                         ---------------     --------------

Net Assets                                                                                      429,572      $     104,754
                                                                                         ===============     ==============


Composition of net assets
         Preferred stock, $0.001 par value,
                10,000,000 shares authorized,
                none issuedor outstanding.
         Common Stock. $0.001 par value,
                100,000,000 shares authorized
                6,513,399 and 6,170,774 issued and outstanding                           $        6,513      $       6,171
                respectively

         Additional paid-in capital                                                             765,756            534,892
         Accumulated income (deficit)
                Accumulated net operating (deficit)                                            (866,226)          (695,859)
                Net realized gain on investments, net of tax                                    178,794            207,466
                Net unrealized increase of investments, net of tax                              344,735             52,084
                                                                                         ---------------     --------------

Net Assets                                                                               $      429,572      $     104,754
                                                                                         ===============     ==============

Net Asset Value Per Share                                                                $         0.07      $        0.02
                                                                                         ===============     ==============
</TABLE>








     The accompanying notes are an integral part of the financial statements
                                      F-5


<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                                  STATEMENTS OF OPERATIONS


                                                                                                     Year Ended
                                                                                                    December 31,
                                                                                               2008              2007
                                                                                           --------------    --------------

Investment Income
<S>                                                                                        <C>               <C>
        Investment fees                                                                                -                 -
        Interest Income                                                                            1,406                15
        Consulting fees                                                                                -           100,000
                                                                                           --------------    --------------

Total Investment Income                                                                            1,406           100,015
                                                                                           --------------    --------------

Expenses
        Salaries and wages                                                                        24,000                 -
        Director Fees                                                                             56,205                 -
        Management fees                                                                           44,367            38,177
        Professional fees                                                                         80,741            28,638
        Insurance                                                                                  1,374            36,284
        General and administrative                                                                44,000            40,926
        Interest & Settlement Costs                                                               57,471            11,292
                                                                                           --------------    --------------

Total Expenses                                                                                   308,158           155,317
                                                                                           --------------    --------------

Net Investment Income (Loss) before taxes                                                       (306,752)          (55,302)
                                                                                           --------------    --------------

Provision for income tax                                                                        (136,124)          (33,975)
                                                                                           --------------    --------------

Net investment income (loss)                                                                    (170,628)          (21,327)

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                                                                (28,410)           32,816
     Net change in unrealized increase (decrease),
       net of tax                                                                                292,651            20,324
                                                                                           --------------    --------------

Net realized and unrealized gains (losses)                                                       264,240            53,140
                                                                                           --------------    --------------

Net increase (decrease) in net assets
     from operations                                                                       $      93,612     $      31,813
                                                                                           ==============    ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                                                    $        0.01     $        0.01
  Diluted                                                                                  $        0.01     $        0.01
                                                                                           ==============    ==============

Weighted average number of shares outstanding
  Basic                                                                                        6,375,601         6,054,204
  Diluted                                                                                      6,573,138         6,103,745
                                                                                           ==============    ==============
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                             Statements of Changes in Net Assets



                                                                                    YEAR ENDED              YEAR ENDED
                                                                                   DECEMBER 31,            DECEMBER 31,
                                                                                       2008                    2007
                                                                                 ------------------     -------------------


Changes in net assets from operations:
<S>                                                                              <C>                    <C>
     Net investment income (loss)                                                $        (170,628)     $          (21,327)
     Net realized gain (loss) on investments, net of tax                                   (28,410)                 32,816
     Net change in unrealized increase (decrease), net of tax                              292,651                  20,324
                                                                                 ------------------     -------------------

           Net increase (decrease) in net assets from operations                            93,612                  31,813
                                                                                 ------------------     -------------------

Capital stock transactions:
      Proceeds from issuance of common stock                                               175,001                 109,596
      Issuance of common stock for debt                                                          -                  36,272
      Grant of director stock options                                                       56,205
                                                                                 ------------------     -------------------

           Net increase (decrease) in net assets from stock transactions                   231,206                 145,868
                                                                                 ------------------     -------------------

Net increase (decrease) in net assets                                                      324,818                 177,681
Net assets at beginning of year                                                            104,754                 (72,927)
                                                                                 ------------------     -------------------

NET ASSETS AT END OF PERIOD                                                      $         429,572      $          104,754
                                                                                 ==================     ===================
</TABLE>


















     The accompanying notes are an integral part of the financial statements

                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                                   Statement of Cash Flows

                                                                                                    Year Ended
                                                                                         December 31,         December 31,
                                                                                           2008                  2007
                                                                                       --------------       ---------------


Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
     Net increase (decrease) in net assets from operations                             $      93,612        $       31,813

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in net unrealized (increase) decrease of investments, pre-tax                (443,410)              (33,317)
        Proceeds from disposition of investment securities                                    65,072                86,833
        Net realized (gain) loss on investments, pre-tax                                      43,046               (53,797)
        Investment securities received for services                                                                (85,000)
        Net purchase of investments                                                         (338,166)
        Loan receivable and accrued interest                                                  22,523               (50,000)
        Depreciation and amortization                                                          1,159                   195
        Grant of stock options to directors                                                   56,205
        Other assets                                                                          (3,944)               (7,186)
        Accounts payable                                                                      72,485                39,863
        Accrued expenses payable                                                              30,862                 1,889
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  operating activities                                                      (400,556)              (68,707)
                                                                                       --------------       ---------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from notes payable                                                          153,780                74,520
        Payments on notes payable                                                            (25,000)              (90,001)
        Deferred Offering Costs                                                               32,056                (7,239)
        Stock Issued to Purchase Investment                                                   82,000
        Stock Issued Pursuant to Settlement                                                   39,840
        Sale of common stock, net of offering costs                                           53,162               145,868
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  financing activities                                                       335,838               123,148
                                                                                       --------------       ---------------

Increase (Decrease) in Cash                                                                  (64,718)               54,441
Cash and Cash Equivalents - Beginning of Period                                               67,609                13,168
                                                                                       --------------       ---------------
Cash and Cash Equivalents - end of Period                                                      2,891                67,609
                                                                                       ==============       ===============
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                      F-8
<PAGE>
<TABLE>
<CAPTION>
                                                 SCHEDULE OF INVESTMENTS
                                                    December 31, 2008
                        Original
                        Date of                                                            Original               Fair
  Shares      Warrants  Acquisition                                                          Cost                 Value
-----------   --------  -----------                                                       ----------          ------------
<S>           <C>       <C>              <C>                                              <C>                 <C>
                                         Common stock in controlled affiliates,
                                         57% of net assets


 6,203,960              Jun-08           NPI08, Inc. publicly traded over the counter,     $232,000             $ 244,852
                                         57% of net assets, education and college
                                         preparation company (1)
                                                                                          ----------          ------------

                                         Subtotal                                          $232,000             $ 244,852
                                                                                          ----------          ------------

                                         Noncontrol Affiliate Investments,
                                         169% of net assets


   528,125 (2)          Nov-04           Strategic Environmental & Energy Resources Inc    $115,198             $ 561,890
   125,000 (3)          Mar-08           publicly traded over the counter,                   81,526               132,992
             125,000    Mar-08           provider of technology-based industrial services    24,490                26,899
                                         in the environmental, energy and rail transport,
                                         168% of net assets (4)

   717,500              Aug-04           Lumonall, Inc. publicly traded over the counter,   $ 7,225               $ 2,294
                                         global supplier of photoluminescent products,
                                         1% of net assets (5)
                                                                                          ----------          ------------

                                         Subtotal                                          $228,439             $ 724,075
                                                                                          ----------          ------------

                                         TOTAL INVESTMENTS                                 $460,439             $ 968,927
                                                                                          ==========          ============
--------------------
(1)  Acquired for a total of $150,000 cash and 102,500 shares of Infinity common
     stock
(2)  Company reverse split the stock at 1 for 4 shares January 22, 2008
(3)  Note plus $50,000 cash exchanged for Shares and Warrants of SENR
(4)  Formerly Satellite Organizing Systems, Inc.
(5)  Formerly Midland International Corporation
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

The above investments are non-income producing. Equity investments that have not
paid  dividends  within  the  last  twelve  months  are  considering  non-income
producing.

The value of all securities for which there is no readily available market value
is  determined  in  good  faith  by  the  Board  of  Directors.  In  making  its
determination,  the  Board of  Directors  has  considered  valuation  appraisals
provided  by an  independent  valuation  provider.  See Note 1 to the  Financial
Statements.

As  of  December  31,  2008,  all  securities  in  NPI08,   Inc.  and  Strategic
Environmental & Energy Resources, Inc. owned by the Company are subject to legal
restrictions on resale. As a result,  the Company's ability to sell or otherwise
transfer these securities is limited.

The Company owns more than 25% of the outstanding common stock of NPI08, Inc.

     The accompanying notes are an integral part of the financial statements

                                      F-9

<PAGE>
<TABLE>
<CAPTION>
                                                    INFINITY CAPITAL GROUP, INC.
                                                      SCHEDULE OF INVESTMENTS
                                                         December 31, 2007
                     Original
                      Date of                                                                   Original                Fair
    Shares          Acquisition                                                                   Cost                 Value
----------------  ---------------                                                         -------------------   -------------------
<S>               <C>              <C>                                                    <C>                   <C>
                                   Common stock in controlled affiliates

      2,500,000          Nov-04    Satellite Organizing Solutions, Inc.,
                                   publicly traded over the counter,
                                   communications & business systems
                                   design and consulting                                          $ 136,326             $ 200,809
                                                                                         -------------------   -------------------

                                   Subtotal                                                       $ 136,326             $ 200,809
                                                                                         -------------------   -------------------

                                   Common stock in non-controlled affiliates

        906,385          Aug-04    Lumonall Inc., publicly traded over the counter,
                                   global supplier of photoluminescent products (1)                 $ 9,064              $ 41,535

         21,250          Apr-07    Fluid Media Networks, Inc. privately held,                      $ 85,000              $ 53,125
                                                                                         -------------------   -------------------

                                   Subtotal                                                        $ 94,064              $ 94,660
                                                                                         -------------------   -------------------

                                   Promissory Notes

                         Sep-07    Resource Environmental Group Services,
                                   Due 11/30/07, 10% Per Annum                                     $ 50,000              $ 50,000
                                                                                         -------------------   -------------------

                                   Subtotal                                                        $ 50,000              $ 50,000
                                                                                         -------------------   -------------------


                                   TOTAL INVESTMENTS                                              $ 280,390             $ 345,469
                                                                                         ===================   ===================
-----------------------------
  (1) Formerly Midland International Corporation
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

The above investments are non-income producing. Equity investments that have not
paid  dividends  within  the  last  twelve  months  are  considering  non-income
producing.

The value of all securities for which there is no readily available market value
is  determined  in  good  faith  by  the  Board  of  Directors.  In  making  its
determination,  the  Board of  Directors  has  considered  valuation  appraisals
provided  by an  independent  valuation  provider.  See Note 1 to the  Financial
Statements.

As of December 31, 2007, all of the securities  owned by the Company are subject
to legal  restrictions on resale. As a result,  the Company's ability to sell or
otherwise transfer the securities in its portfolio is limited.

The Company  owns more than 25% of the  outstanding  common  stock of  Satellite
Organizing Solutions. Solutions, Inc.

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

                                      F-10
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Infinity  Capital Group,  Inc. ("ICG",  the "Company"),  was incorporated in the
State  of  Maryland  on  July  8,  2003.  ICG is a  non-diversified,  closed-end
management  investment  company  that has  elected  to be  treated as a Business
Development   Company   ("BDC")  under  the  Investment   Company  Act  of  1940
("1940Act").

On April 29, 2005, the Company  entered into a Plan of Merger with Fayber Group,
Inc.  ("Fayber").  The Company acquired all of the outstanding  shares of Fayber
for the  purposes of  accomplishing  the Merger of the  Company and Fayber.  All
shares of Fayber were retired by virtue of the merger.  The Merger was completed
on May 2,  2005 with the  Company  as the  surviving  corporation.  The  Company
acquired  100% of Fayber in exchange  for 100,000  shares of common  stock and a
$20,000 Promissory Note.

As a BDC, the Company must be  primarily  engaged in the business of  furnishing
capital and making available  managerial  assistance to companies that generally
do not have ready access to capital  through  conventional  financial  channels.
Such companies are termed "portfolio" companies.

The  Company  invests in  portfolio  companies  that  management  identifies  as
emerging growth  companies  positioned to benefit from additional  financing and
managerial  assistance.  The portfolio  companies  frequently  have little or no
prior  operating  history.  The Company  intends on investing in emerging growth
companies,  defined as (A)  publicly  traded  companies  whose  market for their
securities  are  thinly  traded  which  may be  caused  by a shift  in  business
direction,  change in market or industry in which they operate, or various other
factors  causing their stock and trading in their stock to not be in or fall out
of favor; (B) publicly traded companies that have non-marginable  securities and
seek expansion or mezzanine  capital to implement growth  strategies  executable
within 12-24 months;  and (C) private  companies  seeking expansion or mezzanine
financing and which wish to access the equity capital markets within the next 12
months.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

CASH AND EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

ACCOUNTS RECEIVABLE

The Company has  established an allowance for doubtful  accounts,  with accounts
deemed  uncollectible  written off to bad debt expense.  No amounts were written
off to bad debt expense for the years ended December 31, 2008 and 2007.

                                      F-11

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

INCOME TAX

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 ("SFAS 109").  Under SFAS 109 deferred taxes are provided on a
liability  method  whereby  deferred tax assets are  recognized  for  deductible
temporary   differences  and  operating  loss  carryforwards  and  deferred  tax
liabilities  are  recognized  for  taxable  temporary   differences.   Temporary
differences  are the  differences  between  the  reported  amounts of assets and
liabilities and their tax bases.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the  deferred  tax assets will not be realized.  Deferred
tax assets and  liabilities  are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

REVENUE RECOGNITION

Revenue is recognized on an accrual basis as earned under contract terms.

FINANCIAL INSTRUMENTS

The carrying value of the Company's  financial  instruments,  as reported in the
accompanying balance sheets, approximates fair value.

SEGMENT DISCLOSURES

Management considers the Company as operating in only one segment, investment in
emerging growth  companies.  Assets are held domestically and all operations are
domestic.

STOCK-BASED COMPENSATION

The Company applies Statement of Financial Accounting Standards No. 123 (revised
2004),   "Share-Based   Payment"  in   accounting   for   employee   stock-based
compensation.  For the year ended December 31, 2008 404,000  options to purchase
the Company's  common stock were issued to the Company's  independent  directors
pursuant to the Company's  2008 stock option plan. No  stock-based  compensation
was issued to employees or directors for the year ended December 31, 2007.

INVESTMENTS

Investments  are  stated  at  "value"  as  defined  in the  1940  Act and in the
applicable  regulations  of the Securities and Exchange  Commission.  Value,  as
defined in Section  2(a) (41) of the 1940 Act, is (1) the market price for those
securities for which a quotation is readily available and (ii) the fair value as
determined  in good faith by, or under the  direction of, the Board of Directors
for all other assets.

The  Company,  as a BDC,  will  generally  invest  in  illiquid  and  restricted
securities.  The Company's investments may be subject to certain restrictions on
resale and may have no ready trading  market.  The Company values  substantially
all of its investments at fair value as determined in good faith by the Board of
Directors  in  accordance  with the  Company's  valuation  policy.  The  Company
determines  fair  value  to be the  amount  for  which  an  investment  could be
exchanged  in  orderly  disposition  over a  reasonable  period of time  between
willing  parties other than in a forced or  liquidation  sale.  Factors that the
Board of  Directors  may  consider in  determining  fair value of an  individual
investment are financial  performance and condition,  business plan and progress
towards plan,  restrictions  on the investment  securities,  liquidity,  trading
activity, financing activity and relative valuation to comparable companies.

                                      F-12


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


With  respect to our  investments  for which market  quotations  are not readily
available and/or investments subject to restrictions, our Board of Directors has
adopted a multi-step valuation process for each quarter as described below:

(1)  Management reviews all investments and summarizes current status;
(2)  An  independent  valuation  firm  conducts  independent  appraisals  of all
     investments;
(3)  The audit  committee  of our board of  directors  reviews the  management's
     summary and the report of the  independent  valuation firm and  supplements
     with additional comments; and
(4)  The Board of Directors discusses valuation and determines the fair value of
     each  investment  in our  portfolio  in good  faith  based on the  input of
     management, the independent valuation firm and the audit committee.

This policy became effective for the quarter ending September 30, 2006. Previous
to  adopting  this  process,   management   communicated   informally  with  the
independent  valuation firm whose report was submitted to the board of directors
for review and  comment.  The audit  committee  was formed in April 2006 and has
reviewed the  valuation  reports and  financial  statements  beginning  with the
quarter ended March 31, 2006.

Without  a  readily   available  market  value,  the  values  of  the  Company's
investments may differ significantly from the values that would be used if there
existed a ready market for such  investments.  All investments owned at December
31, 2008 and 2007 (226% and 330% of net assets, respectively) are stated at fair
value as  determined  by the  Board of  Directors,  in the  absence  of  readily
available fair values. The Company uses the first-in, first-out (FIFO) method of
accounting for sales of its investments.

RECENT ACCOUNTING PRONOUNCEMENTS

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.


                                      F-13

<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In March 2008, the FASB issued Statement No. 161,  "Disclosures about Derivative
Instruments  and Hedging  Activities--an  amendment of FASB  Statement  No. 133"
(SFAS 161). The Statement  requires  companies to provide  enhanced  disclosures
regarding derivative  instruments and hedging activities.  It requires companies
to better convey the purpose of  derivative  use in terms of the risks that such
company is intending to manage. Disclosures about (a) how and why an entity uses
derivative instruments,  (b) how derivative instruments and related hedged items
are  accounted for under SFAS No. 133 and its related  interpretations,  and (c)
how derivative instruments and related hedged items affect a company's financial
position,  financial  performance,  and cash flows are required.  This Statement
retains  the same scope as SFAS No. 133 and is  effective  for fiscal  years and
interim  periods  beginning after November 15, 2008. The Company does not expect
the adoption of SFAS 161 to have a material  effect on its results of operations
and financial condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In June 2008, the FASB issued FSP EITF 03-6-1,  "Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating  Securities." This
FSP   provides   that   unvested   share-based   payment   awards  that  contain
nonforfeitable  rights to dividends  or dividend  equivalents  (whether  paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share  pursuant to the two-class  method.  The FSP is effective for
financial  statements issued for fiscal years beginning after December 15, 2008,
and interim  periods  within those fiscal years.  Upon  adoption,  companies are
required  to  retrospectively  adjust  earnings  per share data  (including  any
amounts related to interim periods, summaries of earnings and selected financial
data) to conform to provisions of this FSP. The Company does not  anticipate the
adoption  of FSP EITF  03-6-1  will have a  material  impact on its  results  of
operations, cash flows or financial condition.

There were various other accounting standards and interpretations issued in 2008
and 2007,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.

                                      F-14


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2.  RELATED PARTY TRANSACTIONS

The Company, for the years ended December 31, 2008 and 2007, incurred management
fees of approximately $44,367 and $38,177, respectively, to a company affiliated
through an Officer and a Director.

Employment  Contracts  - On April 20,  2006  Gregory  Laborde  and  Theodore  A.
Greenberg signed employment  contracts with the Company with annual compensation
set at $90,000 for each.  Mr.  Greenberg has agreed to reduced  compensation  of
$2,000 per month until the  company  has  completed  its  planned  Regulation  E
offering  for at least  $1,500,000  and to defer a  proportionate  amount of his
compensation  if the offering raises less than  $3,000,000.  Such deferral until
the Company has raised additional  capital or sufficient income from fees and/or
investments is achieved.  In lieu of Mr. Laborde's salary,  management fees have
been paid to a company he is affiliated  with. These fees have been in an amount
lower than the contractual  amount. Mr. Laborde and Mr. Greenberg have agreed to
waive all  salary  amounts  due under  their  contracts  which  were not paid or
accrued by December 31, 2008.

Notes Payable - During the year ended  December 31, 2008,  Theodore A. Greenberg
advanced the Company  $127,800  under a series of promissory  notes at an annual
interest rate of 7%. These are included in note 6 below.

NOTE 3.  LEASE COMMITMENTS

The Company entered into a lease effective December,  2006 for twelve months and
is continuing on a  month-to-month  basis.  The lease is  noncancellable  with a
minimum monthly payment of $100 and provision for additional  charges for use of
facilities and services  utilized on an as-needed  basis.  Rent expense incurred
under  the  leases  in 2008  and  2007  was  approximately  $2,885  and  $3,783,
respectively.

NOTE 4.  INVESTMENTS

Equity  securities  at December  31, 2008 and 2007 (226% and 282% of net assets,
respectively) were valued at fair value as determined by the Board of Directors,
with the assistance of appraisals  provided by an independent  valuation service
provider,  in the absence of readily  available market values. A promissory note
held at  December  31,  2007 (48% of net  assets),  was  valued at fair value as
determined by the Board of Directors.

The values assigned to these securities are based upon available information and
may not reflect amounts that could be realized if the Company found it necessary
to immediately sell such securities, or amounts that ultimately may be realized.
Accordingly,   the  fair  values  included  in  the  accompanying   schedule  of
investments  may differ  from the  values  that would have been used had a ready
market existed for these securities and such differences could be significant.

In September  2003,  the Company  acquired  18,000,000  common  shares in Azonic
Corporation,  giving the Company 75% ownership of Azonic.  In August,  2004, the
Company  sold  17,840,000  of its  Azonic  common  shares,  recording  a gain of
$84,272.  The Company  subsequently in August,  2004, purchased 4,300,000 Azonic
common shares for $43,000,  then paid various expense  obligations  with 250,000
Azonic  common  shares,   recording  a  gain  of  $12,230.   Azonic  Corporation
subsequently changed its name to Midland International  Corporation.  During the
year 2007 Midland International  Corporation changed its name to Lumonall,  Inc.
the Company sold 3,303,615 of its  Midland/Lumonall  shares  recording a gain of
$53,797.  During the year 2008, the company sold 188,885 of its Lumonall  shares
recording a gain of $2,810.
                                      F-15


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

In June 2004 the Company  acquired  123,750  common shares of  Heartland,  Inc.,
valued at $12,500,  when an Officer and Director of the Company  contributed the
shares  as  additional  capital  for no  consideration.  During  the year  ended
December 31, 2005 the Company sold 25,000 common shares of Heartland, Inc. for a
realized  gain of $26,753.  During the year ended  December 31, 2006 the Company
sold 98,750  common  shares of  Heartland,  Inc. for a realized gain of $28,309.
This terminated the Company's interest in Heartland, Inc.

In November  2004,  the Company  acquired  2,500,000  common shares of Satellite
Organizing Solutions,  Inc.  ("Satellite") for $138,500,  giving the Company 71%
ownership  of  Satellite.   The  Company   subsequently   paid  various  expense
obligations with 310,000  Satellite common shares,  recording a gain of $23,086.
In January 2008, Satellite changed its name to Strategic  Environmental & Energy
Resources,  Inc.  ("SEER")and reverse split its stock 1 for 4 shares. On January
22, 2008, SEER acquired all the outstanding interests in Resource  Environmental
Group  Services,  LLC  and  Tactical  Cleaning  Company,  LLC  in an  all  stock
transaction.

In May  2007,  the  Company  acquired  21,250  shares  in Fluid  Media  Networks
("Fluid") for providing  consulting  services to Fluid.  At the time of issuance
the shares  were valued at $85,000  and that value was  recorded  as  consulting
income.  In August 2008, the Company sold all its shares in Fluid and realized a
loss of $55,250 from the value at the time of issuance.

In  September  2007,  the  Company  was issued a  promissory  note of $50,000 by
Resource  Environmental  Group  Services,  LLC  ("REGS").  Please  see  Note  10
Subsequent  Events which details the January 2008  transaction in which REGS was
acquired by Infinity portfolio company Satellite in an all stock transaction. In
March 2008, the Company converted the promissory note into 62,500 shares of SEER
and purchased an additional  62,500 shares or SEER for $50,000.  In  conjunction
with the  conversion  and  purchase  the Company  received  125,000  warrants to
purchase additional shares in SEER at $1 per share.

In  September  of 2008 the  Company  acquired  an 87.5%  interest  in NPI08  for
$232,000  consisting of 102,500 shares in Company stock and $150,000 cash. NPI08
is a publicly traded shell which the Company intends to hold for possible future
merger or acquisition.

NOTE 5.  INCOME TAXES

Deferred  income taxes arise from the temporary  differences  between  financial
statement and income tax  recognition  of net operating  losses and other items.
Loss carryovers are limited under the Internal Revenue Code should a significant
change in ownership occur.

At December 31, 2008, the Company had  approximately  $840,000 of unused federal
net  operating  loss  carryforwards,  which begin to expire in the year 2023.  A
deferred tax asset has been offset by a 100%  valuation  allowance.  The Company
accounts for income taxes  pursuant to SFAS 109. The components of the Company's
deferred tax assets and liabilities are as follows:

                                       December 31, 2008    December 31, 2007
                                       ----------------     -----------------
Deferred tax liability                       $(172,900)             $(25,400)
Deferred tax asset arising from:
   Net operating loss carryforwards            286,000               193,100
                                       ----------------     -----------------
                                               113,110               167,000
Valuation allowance                           (113,100)             (167,700)
                                       ----------------     -----------------
Net Deferred Taxes                                  $-                    $-
                                       ================     =================

                                      F-16
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

Income  taxes at  Federal  and  state  statutory  rates  are  reconciled  to the
Company's actual income taxes as follows:

                                         December 31, 2008    December 31, 2007
                                         -----------------    -----------------
Tax at federal statutory rate (34%)            $ (117,700)             $10,800
State income tax                                        -
Net operating loss benefit - used                       -                    -
Net deferred taxes                                116,500              (12,300)
Other book/tax differences                          1,200                1,500
                                         -----------------    -----------------
                                                    $  (-)                $ (-)
                                         =================    =================


NOTE 6.  NOTES PAYABLE

                                             December 31, 2008 December 31, 2007
                                             ----------------- -----------------
Notes payable, several parties, unsecured,            $185,800           $57,020
interest 7% per annum, all of which are in
default but non have resulted in demand for
payment
                                             ----------------- -----------------
Note payable, individual, secured by                    75,000            75,000
portfolio company stock, int. 7% per
annum.  Note was overdue and parties
reached a settlement agreement January 17,
2008, lender received 50,000 in cash and
was issued 100,000 shares of Infinity.
Note is currently in default.
                                             ----------------- -----------------
Total notes payable (all current)                     $260,800          $132,020
                                             ================= =================

The fair value of the Company's  notes payable is estimated based on the current
rates  offered  to the  Company  for debt of the  same  remaining  maturity.  At
December 31, 2008 and 2007, the fair value of the notes payable approximated the
amount recorded in the financial statements.

During the years ended December 31, 2008 and 2007, the Company incurred interest
expense and settlement costs on notes payable of $57,471 and $11,292.


                                      F-17

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 7.  STOCKHOLDERS' EQUITY

STOCK OPTIONS AND WARRANTS

At December  31,  2008 and 2007,  the  Company  had stock  options and  warrants
outstanding as described below.

Non-employee stock options and warrants

The Company  accounts for  non-employee  stock  options and warrants  under SFAS
123R,  whereby  option and warrant costs are recorded based on the fair value of
the consideration  received or the fair value of the equity instruments  issued,
whichever is more reliably measurable.

The Class A warrants  allow the holder to purchase one share of common stock per
warrant,  exercisable  immediately  at $0.25 per share  with the  warrant  terms
expiring in 2008,  Class B warrants  allow the holder to  purchase  one share of
common stock per warrant,  exercisable  immediately  at $0.75 per share with the
warrant  terms  expiring in 2009,  and the Class C warrants  allow the holder to
purchase on share of common stock per warrant,  exercisable immediately at $1.50
per share with the warrant terms expiring in 2009.

                                   Class A          Class B          Class C
-----------------------------  ----------------  --------------  ---------------
Balance, December 31, 2003             248,750

Issued                                 508,000                           100,000
Cancelled                            (200,000)
Exercised                             (30,000)
-----------------------------  ----------------  --------------  ---------------
Balance, December 31, 2004             526,750                           100,000

Issued                                                 300,000            85,125
Cancelled                             (76,000)       (300,000)         (185,125)
Exercised                            (260,250)
-----------------------------  ----------------  --------------  ---------------
Balance, December 31, 2005             190,500
-----------------------------  ----------------  --------------
Balance, December 31, 2006             190,500

Exercised                              150,000
-----------------------------  ---------------
Balance, December 31, 2007              40,500
-----------------------------  ---------------

Exercised                               40,500
-----------------------------  ---------------
Balance, December 31, 2008                   -
-----------------------------  ---------------


                                      F-18


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 8.  STOCK BASED COMPENSATION PLANS

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123R, "Share-Based Payment," using the fair value recognition provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation."  The Company  recognized
expense under SFAS No. 123R in the amount of $56,205 for the year ended December
31, 2008. Since all options granted in the period  immediately  vest, the entire
cost of the options was recorded in the period.  The related impact on basic and
diluted  earnings  per share for the year ended  December 31, 2008 was $0.01 per
share. There was no impact on the Company's cash flow.

The Company's  stock  incentive plan is the Infinity  Capital  Group,  Inc. 2008
Stock Option Plan (the "Plan") which has not been approved by the  shareholders.
The Plan  provides  for the grant of  non-qualified  stock  options to  selected
employees and directors.  The Plan is administered by the Compensation Committee
of the Board and  authorizes  the grant of  options  970,934.  The  Compensation
Committee  determines which eligible individuals are to receive options or other
awards under the Plan, the terms and conditions of those awards,  the applicable
vesting  schedule,  the option price and term for any granted  options,  and all
other terms and  conditions  governing  the option  grants and other awards made
under the Plans.

The fair value of each option award was estimated on the date of grant using the
Black-Scholes  option  valuation model using the  assumptions  noted as follows:
since the Company's  stock had not begun trading at the time of grant,  expected
volatility was based on historical volatility of the Willshire 5000 stock index.
The expected term of options granted was determined using the simplified  method
under SAB 107 and represents one-half the exercise period. The risk-free rate is
calculated  using the U.S.  Treasury  yield curve,  and is based on the expected
term of the option.  Since the initial grant of options  immediately  vest,  the
Company has estimated there will be no forfeitures.

404,000  options were  granted,  all to the  Company's  non-employee  directors,
during the year ended December 31, 2008. The Black-Scholes  option pricing model
was used with the following  weighted-average  assumptions  for options  granted
during the year ended December 31, 2008:


Risk-free interest rate                                        3.16%
Expected option life                                     10.0 years
Expected volatility                                            9.91%
Expected dividend yield                                         0.0%




                                      F-19

<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


Further information relating to stock options is as follows:

                                                                    Weighted
                                                    Weighted        Average
                                     Number         Average        Remaining
                                       of           Exercise        Contract
                                     Shares          Price        Life (years)
                                     -----------   -------------  --------------
Outstanding options at 12/31/07               -     $         -
Granted                                 404,000            0.80            9.55
Exercised                                     -               -               -
Forfeited/expired                             -               -               -
                                     -----------   -------------  --------------
Outstanding options at 12/31/08         404,000     $      0.80            9.55
                                     ==========-   -------------  --------------

Exercisable on 12/31/08                 404,000     $      0.80            9.55


The options have a contractual term of ten years. The aggregate  intrinsic value
of shares  outstanding and exercisable was $0 at December 31, 2008 as the market
price of the  Company's  common  stock was below the  weighted-average  exercise
price of all of the options.  Total intrinsic value of options  exercised was $0
for the year ended  December 31, 2008 as no options were  exercised  during this
period.

At December  31,  2008,  shares  available  for future  stock  option  grants to
employees and directors under the 2008 Stock Option Plan were 566,934.

NOTE 9. GOING CONCERN

The Company  has  accumulated  significant  losses  from  operations  and in all
likelihood  will  be  required  to  make  significant  future   expenditures  in
connection with continuing  acquisition and marketing efforts along with general
administrative  expenses.  These  conditions raise  substantial  doubt about the
Company's ability to continue as a going concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
financial   institutions  or  individuals.   Management  believes  that  actions
presently being taken to obtain  additional  funding provide the opportunity for
the Company to continue as a going concern.


                                      F-20



<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 10. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the years ended December
31, 2008,  December 31, 2007,  December 31, 2006, December 31, 2005 and December
31, 2004:
<TABLE>
<CAPTION>

                                                   YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED       YEAR ENDED
                                                     DEC 31,         DEC. 31,        DEC. 31,        DEC. 31,         DEC. 31,
                                                      2008            2007            2006            2005             2004
                                                   -----------    -------------   -------------   -------------    -------------
<S>                                                <C>            <C>             <C>             <C>              <C>
Per share information
Net asset value, beginning of period                     0.02            (0.01)           0.04            0.16            (0.02)
                                                   -----------    -------------   -------------   -------------    -------------

   Net investment income (loss) (1)                     (0.03)           (0.00)          (0.03)          (0.04)           (0.03)
   Net realized and unrealized gain (loss) (1)           0.04             0.01           (0.03)          (0.11)            0.18
                                                   -----------    -------------   -------------   -------------    -------------

Net increase (decrease) in net assets
   resulting from operations (1)                         0.01             0.01           (0.06)          (0.15)            0.15
Issuance of common stock, warrants
   and other new equity (1)                              0.04             0.02            0.01            0.03             0.03
                                                   -----------    -------------   -------------   -------------    -------------

Net asset (deficit) value, end of year                   0.07             0.02           (0.01)           0.04             0.16
                                                   ===========    =============   =============   =============    =============

Per share market value, end of year (2)                 $0.50              N/A             N/A             N/A              N/A

Total Return Based Upon Net Asset Value (3)               62%              N/A           -150%            -94%              N/A

Ratios and Supplemental Data
Net assets (deficit), end of year                     429,572          104,754         (72,927)        215,494          857,987
Common shares outstanding at end of year            6,513,399        6,170,774       5,883,687       5,739,187        5,335,237
Diluted weighted average number of
   shares outstanding during the year               6,573,138        6,103,745       5,752,888       5,541,117        5,730,996
Ratio of expenses to average net assets (4)               41%            1531%            930%             48%              37%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (4)              12%             314%          -1627%           -186%             155%
Average Debt Outstanding                              216,364          134,509         147,625         194,067          175,750
Average Debt Per Share (1)                               0.03             0.02            0.03            0.04             0.03
-----------------------------
</TABLE>
(1)  Calculated based on diluted  weighted average number of shares  outstanding
     during the year.
(2)  The Company's stock began trading in 2008
(3)  2004 & 2007 did not start with positive net assets so cannot compute
(4)  Average net assets were low in 2006 & 2007 resulting in calculation  out of
     scale




                                      F-21
<PAGE>
ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Not applicable.


ITEM 9A. 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 the Company's 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  the  Company's  management,
including the Chief Executive  Officer as appropriate to allow timely  decisions
regarding required disclosure.

Management,  including the Chief Executive Officer and Chief Financial  Officer,
after  evaluating the  effectiveness  of the Company's  disclosure  controls and
procedures  as defined in Exchange  Act Rules  13a-14(c) as of December 31, 2008
(the "Evaluation  Date") concluded that as of the Evaluation Date, the Company's
disclosure  controls  and  procedures  were  effective  to ensure that  material
information  relating to the Company 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 the
Company's SEC reports is recorded,  processed,  summarized,  and reported within
the time periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Infinity's  management is responsible for establishing and maintaining  adequate
internal control over financial  reporting for the company in accordance with as
defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. The Company's
internal  control over  financial  reporting  is designed to provide  reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of financial  statements  for external  purposes in  accordance  with  generally
accepted  accounting  principles.  The Company's internal control over financial
reporting includes those policies and procedures that:

     (1)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of the
          Company's assets;

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting principles,  and that the Company's
          receipts  and  expenditures  are being  made only in  accordance  with
          authorizations of Infinity's management and directors; and

     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets  that  could  have a material  effect on  Infinity's  financial
          statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over financial  reporting is as of the year ended December 31, 2008. The
Company  believes that internal  control over financial  reporting is effective.
The Company has not identified any current material  weaknesses  considering the
nature and extent of its current operations and any risks or errors in financial
reporting under current operations.

                                      -37-
<PAGE>

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There was no change in the Company's  internal control over financial  reporting
that  occurred  during the fiscal  quarter  ended  December 31,  2008,  that has
materially affected,  or is reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth  information as to persons who currently serve as
Infinity Capital Group, Inc.  directors or executive  officers,  including their
ages as of December 31, 2008.

               NAME           AGE                  POSITION
----------------------------- ------- ------------------------------------------

Gregory H. Laborde *          44      President, CEO and Chairman of the Board

Theodore A. Greenberg *       49      CFO, CIO, Secretary and Director

Pierce McNally                60      Director

Conrad R. Huss                58      Director

Ernest D. Chu                 62      Director
-------------------
*Interested Directors of Infinity within the meaning of the 1940 Act.

Infinity's  officers are elected by the board of directors at the first  meeting
after each annual meeting of Infinity's shareholders and hold office until their
successors are duly elected and qualified under Infinity's bylaws.

The directors  named above will serve until the next annual  meeting of Infinity
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting.

BIOGRAPHICAL INFORMATION

The following is a brief account of the business  experience during at least the
past five years of the persons  designated  to be new  directors and Officers of
Infinity,  indicating the principal occupation and employment during that period
by each, and the name and principal  business of the organizations by which they
were employed.

                                      -38-
<PAGE>

GREGORY H. LABORDE,  age 44, President,  Chief Executive Officer and Chairman of
the  Board,  has  over 20  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 NPIO8,  Inc. (NPIE:  Pink Sheets),  and is the former  President & CEO of
Azonic Corporation (now renamed Lumonall Corporation (LUMN: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.

THEODORE A. GREENBERG, age 49, Director, Chief Financial Officer,  Secretary and
Chief  Investment  Officer  as of  November  15,  2005,  is a  senior  financial
executive  with more than 25 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.  Mr. Greenberg earned certification as a Certified Public
Accountant in New York State.

PIERCE  MCNALLY,  age 60,  Director,  serves of  counsel  to Gray  Plant  Mooty,
(Minneapolis,  St. Cloud,  MN and Washington,  D.C.)  practicing in the areas of
business  law and  entrepreneurial  services.  He has  served  as  Chairman  and
Director of Lockermate  Corporation  of  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 Digital Town (OTC:BB DGTW) and Outsell, LLC.

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.

                                      -39-

<PAGE>

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 and 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 is a
member of Order of the Coif.

CONRAD  R.  HUSS,  age 58,  Director,  is a  financial  professional  with  over
twenty-five  years of  investment  banking and  operating  experience.  Mr. Huss
graduated  from New York  University  with a BS in Accounting  and Finance,  and
received his MBA from  Adelphi  University.  Over the course of his career,  Mr.
Huss has served as Managing Director for a number of investment banking units at
small and  middle  market  firms,  as a  Founding  Partner  of a  boutique  bank
specializing in technology and health care, and as Chief Executive  Officer of a
medical technology company.

Presently,  Mr. Huss is a principal at Southridge  Investment  Group, a boutique
Investment Bank focusing on emerging growth companies.

Previously,  Mr. Huss was Managing  Director at Hobbs Melville  Securities Corp.
where he was  responsible  for overseeing  and managing the  Investment  Banking
department,  capital  markets  and  administrative  functions.  Prior  to  Hobbs
Melville,  Mr. Huss  served as the  Managing  Director  for  Auerbach,  Pollak &
Richardson,  Inc.  There,  he  specialized  in the  technology,  health care and
consumer  product  industries  and  developed  operating  plans for the  banking
department,  among other  initiatives.  Mr. Huss  previously  served as Managing
Director,  Corporate Finance at Credit Lyonnais USA, Inc. He was responsible for
originating   transactions   for  both  domestic  and  non-US  clients  and  for
cross-border merger & acquisition assignments and equity offerings.

Mr. Huss served as the Chief Executive  Officer at Matrix  Instruments,  Inc., a
public medical technology company.

Mr. Huss began his career in the management training program at Pepsico Inc. and
held a  series  of  positions  in  business  development  and  the  mergers  and
acquisitions and group.

ERNEST D. CHU,  Director,  age 62, received his B.A. with honors in History from
Amherst  College  in 1968  and  was a  Moore  Fellow  at  Columbia  University's
Institute  of Far  Eastern  Studies in 1969.  Since  1995,  Mr. Chu has been the
Chairman and Managing Director of Corporate Builders, LP, a corporate consulting
and venture  development  partnership.  From  2004-2006  he served  Acting Chief
Financial  Officer for High Speed Video  Holdings  Corp., a privately held video
conference  technology company. From 1995-97, Mr. Chu was a director and advisor
to Nu Wave  Technologies,  Inc.,  a  company  which he  helped  to  found.  From
1998-2000, Chu also served as director and Chief Financial Officer of World Wide
Web Institute. He started his career as a journalist for the Wall St. Journal in
1968,  and  subsequently  entered  the  securities  business  in 1969 with Cogan
Berlind Weill & Levitt. In 1971, he joined Walters, Yeckes and Gallant, where he
became  an Allied  Member  of the NYSE and an NASD  principal.  He  started  his
corporate  career in 1979,  as VP of Finance of Haber Inc.,  a NJ publicly  held
technology company and has had more than 30 years of experience in management of
early stage emerging companies. He is a contributor to three books on management
and finance,  and published  many articles on raising money and  entrepreneurial
success.

No  appointee  for a  director  position  has been  found  guilty  of any  civil
regulatory  or  criminal  offense  or is  currently  the  subject  of any  civil
regulatory proceeding or any criminal proceeding.

                                      -40-

<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires that the  Company's  officers and  directors,  and persons who own more
than ten percent of a registered class of the Company's equity securities,  file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than ten percent  stockholders are
required by  regulation  to furnish to the Company  copies of all Section  16(s)
forms they file.

The following persons failed to file forms on a timely basis during the past two
fiscal years as required under Section 16(a) as follows:

None.

CONFLICTS OF INTEREST

Members of the Company's  management are associated with other firms involved in
a range of  business  activities.  Consequently,  there are  potential  inherent
conflicts of interest in their acting as officers and  directors of the Company.
Insofar as the officers and directors are engaged in other business  activities,
management  anticipates  it  will  devote  only a  minor  amount  of time to the
Company's affairs.

The Company's  Board of Directors has adopted a policy that the Company will not
seek a merger  with,  or  acquisition  of,  any  entity in which any  officer or
director  serves as an officer  or  director  or in which  they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

There can be no assurance that management will resolve all conflicts of interest
in favor of the Company.


ANNUAL MEETING

The annual meeting of Infinity's stockholders is expected to be held at a future
date as soon as practicable after the filing of this Annual Report. This will be
an annual  meeting of  stockholders  for the election of  directors.  The annual
meeting will be held at  Infinity's  principal  office or at such other place as
permitted  by the laws of the State of Delaware and on such date as may be fixed
from time to time by resolution of Infinity's board of directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Infinity is managed under the direction of its board of directors.

         EXECUTIVE COMMITTEE

         Infinity does not have an executive committee, at this time.

         AUDIT COMMITTEE

         The Audit  Committee  was  formed in April  2006 to assist the Board in
monitoring (1) the integrity of the financial statements of the Company, (2) the
compliance  by the Company with legal and  regulatory  requirements  and (3) the
independence  and performance of the Company's  internal and external  auditors.
Pierce  McNally,  as Chairman,  and Conrad R. Huss act as the initial members of
the Audit Committee.

                                      -41-
<PAGE>

CONFLICTS OF INTEREST - GENERAL.

The Company's  directors and officers  are, or may become,  in their  individual
capacities,  officers,  directors,  controlling  shareholder  and/or partners of
other entities  engaged in a variety of businesses.  Thus, there exist potential
conflicts  of  interest  including,   among  other  things,  time,  efforts  and
corporation  opportunity,  involved in  participation  with such other  business
entities.  While each officer and director of the Company's  business is engaged
in business  activities outside of its business,  the amount of time they devote
to Infinity's business will be up to approximately 40 hours per week.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement  contained in the Company's  Articles of Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors  of the  Company's
business to disclose to Infinity's  business  opportunities  which come to their
attention.  The Company's  officers and directors do, however,  have a fiduciary
duty of loyalty to Infinity to disclose to it any business  opportunities  which
come to their  attention,  in their  capacity as an officer  and/or  director or
otherwise.  Excluded  from this duty  would be  opportunities  which the  person
learns  about  through his  involvement  as an officer  and  director of another
company. The Company has no intention of merging with or acquiring an affiliate,
associate person or business opportunity from any affiliate or any client of any
such person.
















                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)


                                      -42-
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to officers  during the
fiscal years ended  December 31, 2008,  2007 and 2006. The table sets forth this
information for Infinity  Capital Group,  Inc.,  including  salary,  bonus,  and
certain other  compensation to the named  executive  officers for the past three
fiscal years and includes all Officers as of December 31, 2008.
<TABLE>
<CAPTION>

                                         SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                     NON-EQUITY    NON-QUALIFIED
                                                                     INCENTIVE     DEFERRED
                                                 STOCK       OPTION  PLAN          COMPENSATION   ALL OTHER
                              SALARY    BONUS    AWARDS      AWARDS  COMPENSATION  EARNINGS       COMPENSATION    TOTAL
NAME & POSITION      YEAR     ($)       ($)      ($)         ($)     ($)           ($)            ($)             ($)
-------------------- -------- --------- -------- ----------- ------- ------------- -------------- --------------- ----------
<S>                  <C>      <C>       <C>      <C>         <C>     <C>           <C>            <C>             <C>
Gregory H.           2008     0 (3)     0        0           0       0             0              0               0
Laborde, President   2007     0 (2)     0        0           0       0             0              0               0
and CEO              2006     0 (1)     0        0           0       0             0              0               0

Theodore A.          2008     0 (5)     0        0           0       0             0              0               0
Greenberg, CFO,      2007     0         0        0           0       0             0              0               0
CIO and Secretary    2006     0 (4)     0        0           0       0             0              0               0
</TABLE>
----------------
(1) GHL Group,  Ltd., a company  affiliated  with Gregory H.  Laborde,  was paid
$55,020.  The payment was included in management fee expenses for payment to GHL
Group, Ltd. See "Related Party Transactions" for a discussion of Gregory Laborde
and his affiliation with GHL Group,  Ltd., with which the Company  contracts for
consulting services and to which it pays fees.

(2) GHL Group,  Ltd., a company  affiliated  with Gregory H.  Laborde,  was paid
$38,177.  The payment was included in management fee expenses for payment to GHL
Group, Ltd. See "Related Party Transactions" for a discussion of Gregory Laborde
and his affiliation with GHL Group,  Ltd., with which the Company  contracts for
consulting services and to which it pays fees.

(3) GHL Group,  Ltd., a company  affiliated  with Gregory H.  Laborde,  was paid
$44,367.  The payment was included in management fee expenses for payment to GHL
Group, Ltd. See "Related Party Transactions" for a discussion of Gregory Laborde
and his affiliation with GHL Group,  Ltd., with which the Company  contracts for
consulting services and to which it pays fees.

(4)  Theodore  A.  Greenberg  billed  the  Company  $10,000  for  services.  The
compensation  was  billed  but not  actually  paid and is  included  in  account
payables.

(5) Theodore A. Greenberg earned salary of $24,000. The compensation was accrued
but not actually paid and is included in accrued expenses.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

COMPENSATION PURSUANT TO STOCK OPTION PLAN

On August 7, 2008 our directors  approved the  Company's  2008 Stock Option Plan
(the  "Plan")  authorizing  the plan to grant  options to purchase up to 970,934
shares  of our  common  stock.  The  board's  responsibility  will  include  the
selection of option  recipients,  as well as, the type of option granted and the
number of shares covered by the option and the exercise price.

Plan options may either  qualify as  non-qualified  options or  incentive  stock
options under  Section 422 of the Internal  Revenue  Code.  Any incentive  stock
option  granted  under the plan must  provide for an exercise  price of at least
100% of the fair  market  value on the date of such grant and a maximum  term of

                                      -43-
<PAGE>

ten years.  If the employee owns more than 10% of our stock,  the exercise price
of any incentive  option  granted must be at least 110% of fair market value and
must be exercised within five years after the grant.

All of our officers,  directors,  key employees and consultants will be eligible
to receive  non-qualified  options under the plan. Only officers,  directors and
employees  who are  formally  employed by the  Company  are  eligible to receive
incentive options.

All incentive options are non-assignable and non-transferable, except by will or
by the  laws  of  descent  and  distribution.  If an  optionee's  employment  is
terminated for any reason other than death, disability or termination for cause,
the stock  option  will  lapse on the  earlier of the  expiration  date or three
months  following the date of termination.  If the optionee dies during the term
of employment, the stock option will lapse on the earlier of the expiration date
of the option or the date one-year  following the date of death. If the optionee
is permanently and totally disabled within the meaning of Section22(e)(3) of the
Internal  Revenue  Code,  the  plan  option  will  lapse on the  earlier  of the
expiration date of the option or one year following the date of such disability.
<TABLE>
<CAPTION>

                       Aggregated Option/SAR Exercises in Last Fiscal Year,
                             and Fiscal Year-End Option/SAR Values

                                                                NUMBER OF                  VALUE OF
                                                               SECURITIES                 UNEXERCISED
                                                               UNDERLYING                IN-THE-MONEY
                                                               UNEXERCISED              OPTIONS/SARS AT
                                                             OPTIONS/SARS AT              FY-END ($)
                                                                 FY-END
                                                            ------------------         ------------------

NAME                SHARES              VALUE                 EXERCISABLE/               EXERCISABLE/
                    ACQUIRED ON         REALIZED              UNEXERCISABLE              UNEXERCISABLE
                    EXERCISE (#)        ($)
---------------- -- ---------------- -- ----------- ------- ------------------ ------- ------------------
<S>                 <C>                 <C>                 <C>                        <C>
Pierce McNally                    0              0                  156,000/0                       $0/0

Conrad R. Huss                    0              0                  137,000/0                       $0/0

Ernest D. Chu                     0              0                  111,000/0                       $0/0
----------------
</TABLE>

EMPLOYMENT  AGREEMENTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE-IN-CONTROL
ARRANGEMENTS

Employment  Contracts  - On April 20,  2006,  Gregory  Laborde  and  Theodore A.
Greenberg signed employment  contracts with the Company with annual compensation
set at $90,000 for each.  Mr.  Greenberg has agreed to reduced  compensation  of
$2,000 per month until the  Company  has  completed  its  planned  Regulation  E
offering  for at least  $1,500,000  and to defer a  proportionate  amount of his
compensation  if the offering raises less than  $3,000,000.  Such deferral until
the Company has raised additional  capital or sufficient income from fees and/or
investments is achieved.  In lieu of Mr. Laborde's salary,  management fees have
been paid to a company he is affiliated. These fees have been in an amount lower
than the contractual  amount. Mr. Laborde and Mr. Greenberg have agreed to waive
all salary amounts due under their  contracts  which were not paid or accrued by
December 31, 2008.

                                      -44-
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In August  2008,  the Board of  Directors  approved  and created a  compensation
committee. The committee consists of the independent directors of the Company.


                              DIRECTOR COMPENSATION

The Company does not pay any Directors fees for meeting attendance.

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2008:
<TABLE>
<CAPTION>

                                                                   NON-QUALIFIED
                                                  NON-EQUITY         DEFERRED
                  FEES                            INCENTIVE PLAN    COMPENSATION       ALL OTHER
                 EARNED     STOCK      OPTION     COMPENSATION        EARNINGS       COMPENSATION       TOTAL
     NAME       OR PAID     AWARDS     AWARDS         ($)              ($)               ($)            ($)
                IN CASH      ($)          ($)
                  ($)
--------------- --------- ---------- ---------- ---------------- ----------------- ---------------- ------------
<S>                <C>        <C>        <C>              <C>               <C>              <C>          <C>
Gregory H.         $ -0-      $ -0-      $ -0-            $ -0-             $ -0-            $ -0-        $ -0-
Laborde (1)

Theodore A.        $ -0-      $ -0-      $ -0-            $ -0-             $ -0-            $ -0-        $ -0-
Greenberg (2)

Pierce             $ -0-      $ -0-    $21,703            $ -0-              $-0-            $ -0-     $ 21,703
McNally (3)

Conrad R.          $ -0-      $ -0-    $19,060            $ -0-              $-0-            $ -0-     $ 19,060
Huss (4)

Ernest D. Chu      $ -0-      $ -0-    $15,442            $ -0-              $-0-            $ -0-     $ 15,442
(5)

John J.            $ -0-      $ -0-       $-0-            $ -0-              $-0-            $ -0-        $ -0-
Maroney (6)
-------------
</TABLE>

(1)  GHL Group,  Ltd., a company  affiliated  with Gregory H. Laborde,  was paid
     $44,367. The payment was included in management fee expenses for payment to
     GHL Group,  Ltd.  See "Related  Party  Transactions"  for a  discussion  of
     Gregory  Laborde and his affiliation  with GHL Group,  Ltd., with which the
     Company contracts for consulting services and to which it pays fees.
(2)  Theodore A.  Greenberg  earned  salary of  $24,000.  The  compensation  was
     accrued but not actually paid and is included in accrued expenses.
(3)  Pierce  McNally  received  a grant  of  156,000  options  to  purchase  the
     Company's stock under the Company's 2008 stock option plan.
(4)  Conrad  R.  Huss  received  a grant of  137,000  options  to  purchase  the
     Company's stock under the Company's 2008 stock option plan.
(5)  Ernest D. Chu received a grant of 111,000 options to purchase the Company's
     stock under the Company's 2008 stock option plan.
(6) Resigned as a Director effective April 1, 2008

                                      -45-
<PAGE>

All of the Company's  officers  and/or  directors  will continue to be active in
other  companies.  All officers and directors have retained the right to conduct
their own independent business interests.

                             EXECUTIVE COMPENSATION

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

NAME/ADDRESS (1)           POSITION                                COMPENSATION
-------------------------- --------------------------------------- -------------
Gregory H. Laborde         Chief Executive Officer and Chairman    $90,000
                           of the Board and Director

Theodore A. Greenberg      Chief Investment Officer, Chief         $90,000
                           Financial Officer, Secretary and
                           Director
-----------------
 (1) Address of each Officer is 80 Broad Street, 5th Floor, New York, NY 10004.

In lieu of Mr. Laborde's salary,  management fees have been paid to a company he
is affiliated  with at a rate  substantially  below his contracted  amount.  Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has completed its planned  Regulation E offering for at least $1,500,000
and to defer a proportionate  amount of his  compensation if the offering raises
less than  $3,000,000.  Mr.  Laborde and Mr.  Greenberg have agreed to waive all
salary  amounts  due under  their  contracts  which  were not paid or accrued by
December 31, 2008.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Infinity's  officers and directors are  indemnified  as provided by the Maryland
Revised Statutes and the bylaws.

Under the Maryland  Revised  Statutes,  director  immunity  from  liability to a
company or its  shareholders  for  monetary  liabilities  applies  automatically
unless it is specifically limited by a company's Articles of Incorporation.  The
Company's  Articles of Incorporation  do not  specifically  limit the directors'
immunity.  Excepted from that immunity are: (a) a willful failure to deal fairly
with  Infinity  or its  shareholders  in  connection  with a matter in which the
director has a material  conflict of interest;  (b) a violation of criminal law,
unless the director had reasonable  cause to believe that his or her conduct was
lawful or no  reasonable  cause to believe that his or her conduct was unlawful;
(c) a transaction from which the director  derived an improper  personal profit;
and (d) willful misconduct.

The Company's bylaws provide that it will indemnify the directors to the fullest
extent not prohibited by Maryland law; provided, however, that it may modify the
extent of such  indemnification  by individual  contracts with the directors and
officers;  and,  provided,  further,  that the Company  shall not be required to
indemnify any director or officer in  connection  with any  proceeding,  or part
thereof, initiated by such person unless such indemnification:  (a) is expressly
required to be made by law, (b) the  proceeding  was  authorized by the board of
directors,  (c) is provided by the Company, in sole discretion,  pursuant to the
powers  vested under  Maryland law or (d) is required to be made pursuant to the
bylaws.

The Company's  bylaws provide that it will advance to any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he is or was a director or officer of

                                      -46-
<PAGE>

the  Company,  or is or was  serving at the request of Infinity as a director or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request  therefore,  all  expenses  incurred  by  any  director  or  officer  in
connection  with such  proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined  ultimately that
such person is not entitled to be indemnified under the bylaws or otherwise.

The  Company's  bylaws  provide that no advance  shall be made by Infinity to an
officer  except by reason of the fact that such officer is or was the  Company's
director in which event this paragraph shall not apply,  in any action,  suit or
proceeding,  whether civil,  criminal,  administrative  or  investigative,  if a
determination  is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum  consisting of directors who were not parties to the
proceeding,  or (b) if such quorum is not obtainable,  or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion,  that the facts known to the decision-making  party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of Infinity Capital Group, Inc.


                      EQUITY COMPENSATION PLAN INFORMATION

STOCK OPTION PLAN

The Company has an Option Plan.  As of December 31,  2008,  404,000  options are
outstanding under the 2008 Option Plan of which 404,000 are exercisable.  During
the year ended  December 31, 2008,  we did not issue any shares under the option
plan. We have  reserved  970,934  shares of common stock for issuance  under the
2008 Option Plan.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Infinity Capital Group, Inc. outstanding common stock by:

     o    each  person who is known by Infinity  to be the  beneficial  owner of
          five percent (5%) or more of Infinity's common stock;

     o    Infinity's chief executive officer, its other executive officers,  and
          each  director  as  identified   in  the   "Management   --  Executive
          Compensation" section; and

     o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The  information  below is based on the  number of shares  of  Infinity  Capital
Group, Inc. common stock that Infinity  believes was beneficially  owned by each
person or entity as of December 31, 2008,  including options  exercisable within
60 days.

                                      -47-
<PAGE>
<TABLE>
<CAPTION>

    TITLE OF CLASS       NAME AND ADDRESS OF BENEFICIAL    AMOUNT AND NATURE OF       PERCENT OF CLASS
                           OWNER BENEFICIAL OWNER (1)
------------------------ -------------------------------- ----------------------- -------------------------
<S>                      <C>                              <C>                     <C>
Common Restricted        Gregory H. Laborde, President,                3,207,250                    46.37%
                         CEO, and Chairman of the Board
                         (Beneficially through GHL
                         Group, Ltd.)
Common Restricted        Theodore A. Greenberg, CFO,                   1,100,000                    15.90%
                         CIO, Secretary and Director

Common Restricted        Pierce McNally, Director                        156,000                     2.26%

Common Restricted        Conrad R. Huss, Director                        137,000                     1.98%

Common Restricted        Ernest D. Chu, Director                         111,000                     1.60%

Common Restricted        Wulf Rehder                                     415,758                     6.01%

Common Restricted        All Directors and Executive                   4,711,250                    68.11%
                         Officers as a Group ( 5
                         persons)
-------------------
</TABLE>
(1)      At December 31, 2008,  the Company had  6,513,399  shares of its common
         stock issued and outstanding  and 404,000  employee stock options which
         were exercisable.

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Infinity  believes  have a reasonable  likelihood of being "in the money" within
the next sixty days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

GHL Group, Ltd., a company affiliated with Gregory H. Laborde, was paid $44,367.
The payment  was  included  in  management  fee  expenses  in the  Statement  of
Operations.  Mr.  Laborde  is the sole  shareholder  of GHL Group,  Ltd.  and is
President, CEO and Chairman of the Board of the Company.

                                      -48-
<PAGE>

During the year ended  December 31,  2008,  Theodore A.  Greenberg  advanced the
Company  $127,800 under a series of promissory  notes at an annual interest rate
of 7%.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GENERAL.  Larry O'Donnell,  CPA, P.C.  ("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.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended  December 31, 2008 and December  31, 2007 by Larry  O'Donnell,  CPA,
P.C.

                                  Year Ended December 31,
                                 2008                 2007
                            ---------------      ---------------
Audit Fees                          $6,500               $6,500

Audit-related Fees (a)              $1,280               $1,280

Tax Fees                                $0                   $0

All Other Fees                          $0                   $0

                            ---------------      ---------------
Total Fees                          $7,780               $7,780
-----------
(a)      Primarily review of quarterly financial statements

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


















                                      -49-

<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)    Audited financial statements for years ended December 31, 2008 and 2007


(b)     EXHIBIT NO.                                   DESCRIPTION
        -----------                                   -----------
       3.1    Articles of Incorporation of Infinity Capital Group, Inc. (1)

       3.2    Bylaws of Infinity Capital Group, Inc. (1)

       31.1   Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act

       31.2   Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act

       32.1   Certification of Principal Executive Officer pursuant to Section
              906 of the Sarbanes-Oxley Act

       32.2   Certification of Principal Financial Officer pursuant to Section
              906 of the Sarbanes-Oxley Act
---------
(1)  Incorporated by reference from the exhibits  included in the Company's Form
8K12g3 filed with the Securities and Exchange  Commission  (www.sec.gov),  dated
May 5,  2005.  A copy can be  provided  by mail,  free of  charge,  by sending a
written request to Infinity Capital Group, Inc., 80 Broad Street, 5th Floor, NY,
NY 10004.














                                      -50-
<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.

Dated: March 31, 2009
                          By:  /s/ Gregory H. Laborde
                               -------------------------------------------------
                               Gregory H. Laborde, President, Chief Executive
                               Officer and Chairman of the Board


                          By:  /s/ Theodore A. Greenberg
                               -------------------------------------------------
                               Theodore A. Greenberg, Chief Financial Officer,
                               Chief Investment Officer, Secretary and Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Dated: March 31, 2009
                                       Infinity Capital Group, Inc.
                               ----------------------------------------------


                               /s/ Gregory H. Laborde
                               ----------------------------------------------
                               Gregory H. Laborde, Director

                               /s/ Theodore A. Greenberg
                               ----------------------------------------------
                               Theodore A. Greenberg, Director

                               /s/ Pierce McNally
                               ----------------------------------------------
                               Pierce McNally, Director

                               /s/ Conrad R. Huss
                               ----------------------------------------------
                               Conrad R. Huss, Director

                               /s/ Ernest D. Chu
                               ----------------------------------------------
                               Ernest D. Chu, Director


















                                      -51-