UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-KSB/A
                                 Amendment No. 2


[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from _____________ to _______________

                          Infinity Capital Group, Inc.
                        ------------------------------
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>
======================================== ===================================== =====================================
               Maryland                               000-30999                             16-1675285
---------------------------------------- ------------------------------------- -------------------------------------
    (State or other jurisdiction of            (Commission File Number)         (IRS Employer Identification No.)
            incorporation)
======================================== ===================================== =====================================
</TABLE>


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

Issuer's telephone number:       (212) 962-4400

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                  Name of each exchange on which registered

None                                 None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001
(Title of class)



<PAGE>



Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. [_]

Indicate by checkmark  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 checkmark 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. [ ]

Indicate by  checkmark  whether the  registrant  is a shell filer (as defined in
Rule 12b-2 of the Act)

         Yes      [   ]    No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently completed quarter.

As of December 31, 2005,  1,180,187 shares of the Company's Common Stock,  $.001
par value per share, were held by non-affiliates.

There were 5,739,187 shares of Common Stock of the Registrant  outstanding as of
December 31, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

Website Access to Company's Reports

Infinity    Capital    Group,     Inc.'s    internet    website    address    is
www.infinitycapitalgroup.com.  Our  annual  reports  on Form  10-KSB,  quarterly
reports on Form 10-QSB,  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  not yet  available  free of  charge  through  our  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.

Transitional Small Business Disclosure Format (Check One)  Yes _____  No __X____

                                       1
<PAGE>
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<CAPTION>


                                         TABLE OF CONTENTS

<S>               <C>                                                                           <C>
PART I                                                                                           PAGE

Item 1.           Description of Business                                                        3
Item 2.           Description of Properties                                                      30
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             31
Item 6.           Management's Discussion and Analysis of Financial Condition and
                  Results of Operation                                                           31
Item 7.           Financial Statements                                                           33
Item 8.           Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosure                                                       33
Item 8A.          Controls and Procedures                                                        33
Item 8B.          Other Information                                                              33

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons; Compliance with
                  Section 16(a) of the Exchange Act                                              34
Item 10.          Executive Compensation                                                         37
Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  And Related Stockholder Matters                                                40
Item 12.          Certain Relationships and Related Transactions                                 41
Item 13.          Exhibits, Financial Statement Schedules                                        41
Item 14.          Principal Accounting Fees and Services                                         42

SIGNATURES                                                                                       43
</TABLE>

                                       2

<PAGE>

This Amendment No. 2 on Form 10-KSB/A  ("Amendment"  or "Form  10-KSB/A") to our
Annual  Report on Form  10-KSB/A  for the fiscal year ended  December  31, 2005,
which the Original Filing was filed with the Securities and Exchange  Commission
on March 29, 2006,  (the "Original  Filing") and Amendment No. 1 which was filed
with  the  Securities  and  Exchange  Commission  on  September  21,  2006  (the
"Amendment  No.  1"),  is  being  filed  to amend  Part  II,  Item 7,  Financial
Statements  in response to Staff  comments  received by Infinity  Capital,  Inc.
relating to Infinity's financial statements.

In addition,  pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002,
Infinity Capital,  Inc. is including with this Amendment certain currently dated
certifications.  This Form 10-KSB/A  amends and replaces the Original Filing and
Amendment No. 1 Filing in their entirety. Infinity Capital, Inc. is refiling the
entire  Amended  Filing  (as  amended  by this  Form  10-KSB/A)  with  this Form
10-KSB/A.  Except as described  above, no changes have been made to the Original
Filing and Amendment No. 1 Filing.



                                     PART I

ITEM 1 -  DESCRIPTION OF BUSINESS

                           FORWARD-LOOKING INFORMATION

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

     -    our future operating results;

     -    our business prospects and the prospects of our portfolio companies;

     -    the impact of the investments that we expect to make;

     -    the ability of our portfolio companies to achieve their objectives

     -    our expected financings and investments;

     -    the adequacy of our cash resources and working capital; and

     -    the timing of cash flows, if any, from the operations of our portfolio
          companies

         Infinity believes that the forward-looking statements contained in this
document are reasonable based on the information  available to us on the date of
this  document.  We assume no  obligation  to  update  any such  forward-looking
statements, whether as a result of new information, future events or otherwise.

         The Company was formed in April 2000 for the purpose of engaging in any
lawful business only.

         The Company was  incorporated  under the laws of the State of Nevada on
April 17, 2000 and is in the developmental stage. For the period of 2001 through
2003,  the Company had no revenues  or  business.  The Company has no  full-time
employees and owns no real estate.

         On April 29, 2005,  Infinity Capital Group, Inc.  ("Infinity")  entered
into a Plan of Merger with Fayber Group,  Inc.  Infinity Capital Group,  Inc., a
Maryland corporation,  had acquired all shares outstanding of Fayber Group, Inc.
for the purposes of accomplishing a Merger of Infinity  Capital Group,  Inc. and
Fayber Group,  Inc. There was no change to the issued and outstanding  shares of
Infinity Capital Group,  Inc., and all shares of Fayber Group, Inc. were retired
by virtue of the  merger.  The Merger  was  completed  on May 2, 2005.  Infinity
Capital Group, Inc. is the surviving  corporation.  The Company acquired 100% of
Fayber Group,  Inc. in exchange for 100,000 shares of common stock and a $20,000
Promissory  Note  specifically  for the purposes of entering  into a merger with
Fayber Group, Inc.

         Infinity Capital Group,  Inc. intends to act as a Business  Development
Company under the Investment Company Act of 1940.

                                       3
<PAGE>


FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         See "Financial Statements," Item 7 below.


                         GENERAL DESCRIPTION OF INFINITY

         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. Infinity has its principal office located at 80 Broad
Street,  5th Floor,  New York, New York 10004, and its telephone number is (212)
962-4400.

REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940

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

DEFINITION OF A BUSINESS DEVELOPMENT COMPANY   ("BDC")

         A BDC:

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

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

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

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

         o        securities of bankrupt or insolvent companies;

         o        securities  of eligible  portfolio  companies  controlled by a
                  BDC;

                                       4
<PAGE>

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

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

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

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

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

         Many of our transactions  with our affiliates (as well as affiliates of
those  affiliates)  which were prohibited  without the prior approval of the SEC
under  the  1940  Act  prior  to its  amendment  by the  Incentive  Act  are now
permissible upon the prior approval of a majority of our disinterested directors
and  a  majority  of  the  directors   having  no  financial   interest  in  the
transactions.  However, certain transactions involving certain persons with whom
we are associated,  including our directors,  officers, and employees, may still
require the prior approval of the SEC. In general:

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

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

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

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

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

BUSINESS OF INFINITY

         We are in the business of providing  growth capital to small businesses
and assisting these companies and actively helping to build those companies.  We
will focus on emerging  growth  companies  that  satisfy our  Company's  minimum
financial  or  "quantitative"  as  well as  qualitative  criteria  prior  to our
investment.  Typically, our quantitative criteria precludes us from investing in
any company  that has not yet begun  operations  or is otherwise at the start up

                                       5
<PAGE>

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. In the past 20 years,  venture
capital has become a multibillion  dollar  industry that is recognized as one of
the country's primary sources of economic growth.  The principal reasons for the
growth of the venture capital  industry have been (i) the industry's  investment
rate of return  and (ii) the  industry's  ability to  demonstrate  that the high
risks of loss inherent in investing in unproven  companies can be  significantly
mitigated through (a) investing in a number of companies in a balanced portfolio
and  (b)  active  involvement  in the  management  of the  individual  portfolio
companies.

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

INVESTMENT OBJECTIVES

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

         CAPITAL  PRESERVATION.  A second  investment  objective  is to preserve
investor  capital  through  risk  management  and  active   involvement  in  the
management  of our portfolio  companies.  Among the risk  management  techniques
which we expect to employ are: (i) limiting our  investments in very early stage
companies,  (ii)  acquiring  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.  However,
investors are cautioned  that due to the limited amount of our net assets at the
end of this Offering, we may not be able to adequately diversify these assets to
minimize  the  risks  of  loss  associated  with  a  non-diversified  investment
portfolio.  We intend on increasing  our net assets  through  additional  equity
offerings in the future but we cannot be assured that we will be  successful  in
raising such additional capital or be able to complete this Offering by becoming
fully subscribed.


                                       6
<PAGE>

    INFINITY'S APPROACH COMPARED TO TRADITIONAL SOURCES OF VENTURE FINANCING

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

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

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

                                       7

<PAGE>


DESCRIPTION OF INTENDED OFFERING

         The Company intends to offer 1,250,000 Units ("Units") to the public on
a "best efforts"  basis.  Each Unit will consist of three shares of common stock
("Shares"),  and  one  Class C  Common  Stock  purchase  warrant  for a  maximum
aggregate of  $3,000,000  or $2.40 per unit.  The Class C Common Stock  purchase
warrant  will  entitle its owners to purchase  one share of our Common Stock for
$1.50 per share until  December 1, 2009, at which time they will expire.  If all
of the Units are sold, and all of the warrants are exercised,  the Company would
also  receive  gross  proceeds of  $1,875,000.  The Offering is  anticipated  to
commence in mid 2006.

USE OF PROCEEDS OF INTENDED OFFERING

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

                                                                                 Amount           Percent

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

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

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

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

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

                                       8
<PAGE>

INVESTMENT POLICIES OF INFINITY

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

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

         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.

         o        The company has cash 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 this 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.


                                       9
<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 has elected to be taxed as a RIC,  dividends  will be declared as
deemed appropriate by our Board of Directors. If RIC status, then dividends will
be paid out in  accordance  with 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:

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

         We 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  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

                                       10
<PAGE>

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
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.

                                       11
<PAGE>

     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;

     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.

                                       12
<PAGE>

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

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

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

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

     o    Equipment list and appraisal of equipment;

     o    Facilities, current product descriptions;

     o    Current management resumes, employment contracts;

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

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

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

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

     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;

                                       13
<PAGE>

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

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

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

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

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

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

         LACK OF  DIVERSIFICATION.  As a BDC, we must invest at least 70% of our
total assets in Qualifying Assets consisting of eligible portfolio companies and
certain other assets  including cash and cash  equivalents.  In order to receive
favorable  pass-through tax treatment on its  distributions to its shareholders,
we intend 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 this current Offering, and our plan to invest in no more than
three to four 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  "regulated  investment  company,"  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.

         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

                                       14
<PAGE>

registration   rights  with  portfolio   companies   such  as  (i)   "piggyback"
registration  rights,  which  would  permit us under  certain  circumstances  to
include some or all of the securities  owned by us in a  registration  statement
filed by the eligible portfolio company, or (ii) in rare circumstances, "demand"
registration  rights  permitting us under certain  circumstances  to require the
eligible  portfolio  company to register the securities under the Securities Act
(in some  cases at our  expense).  We also  intend  to  request  "net  issuance"
provisions  in the warrants,  which would allow us to receive,  upon exercise of
the warrant  without  payment of any cash, a net amount of shares  determined by
the increase in the value of the issuer's  stock above the exercise price stated
in the warrant.

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

         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 must retain significant reserves for a number of
years  after  the  Offering  Close  Date in order to have  sufficient  funds for
equity-oriented  follow-on investments in portfolio companies. We intend to sell
additional  common  stock to meet the  funding  requirements  for such follow on

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<PAGE>

investments.  If such sales are successful,  we expect to have cash reserves. In
order to enhance the rate of return on these  reserves  and increase the amounts
ultimately available for equity-oriented investments and our management fees, we
plan to engage in a reserve management  strategy that may include making secured
loans to portfolio companies, potential portfolio companies, or similar types of
corporations.  We also expect to invest some portion of these reserves in either
publicly  traded  securities  or in mutual funds,  subject to  applicable  legal
limits or SEC exemptive orders.

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

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

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  assets  necessary  for  its  operations  (such  as  office   furniture,
equipment, and facilities) if, at the time of acquisition,  less than 70% of the

                                       16
<PAGE>

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).

TAX INFORMATION

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

                                       17

<PAGE>


         TAXATION OF INFINITY AS AN ORDINARY CORPORATION. It is anticipated that
Infinity  will  seek  to  meet  the  requirements,   including   diversification
requirements,  to qualify for the special  pass-through status available to RICs
under the Internal  Revenue Code,  and thus to be relieved of federal income tax
on that part of its net  investment  income and realized  capital  gains that it
distributes to shareholders. Unless and until Infinity meets these requirements,
it will be taxed as a C corporation on its taxable income for that year (even if
that income is distributed to  shareholders)  and all  distributions  out of its
accumulated and current  earnings and profits will be taxable to shareholders as
dividends;  thus,  such income will be subject to tax both at the  corporate and
shareholder  levels.  A  corporate  shareholder,  however,  may be entitled to a
dividends-received  deduction.  One  factor in  Infinity's  ability  to meet the
diversification  requirement necessary to qualify as a RIC is raising additional
capital subsequent to the Offering to enable investment of sufficient amounts on
a diversified basis as required by the RIC rules. There can be no assurance that
Infinity  will  raise   additional   capital  and  Infinity  may  not  meet  the
requirements to qualify as a RIC.

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

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

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

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

         TAXATION OF OUR  SHAREHOLDERS ON DISTRIBUTIONS IF WE QUALIFY AS AN RIC.
Distributions by us generally are taxable to our shareholders as ordinary income
or capital gains. Distributions of our investment company taxable income will be
taxable as ordinary  income to our  shareholders to the extent of our current or
accumulated  earnings  and  profits,  whether  paid  in cash  or  reinvested  in

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<PAGE>

additional  common stock of  Infinity.  Distributions  of our net capital  gains
properly  designated  by us as  "capital  gain  dividends"  will be taxable to a
shareholder as long-term capital gains regardless of the  shareholder's  holding
period for his or her common stock of Infinity and regardless of whether paid in
cash or  reinvested  in additional  common stock of Infinity.  Distributions  in
excess of our earnings and profits  first will reduce a  shareholder's  adjusted
tax basis in such  shareholder's  common stock,  and after the adjusted basis is
reduced to zero, will constitute capital gains to such shareholder.

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

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

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

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

RISK FACTORS

OUR SECURITIES  INVOLVE A HIGH DEGREE OF RISK,  INCLUDING,  BUT NOT  NECESSARILY
LIMITED TO, THE SEVERAL  FACTORS  DESCRIBED  BELOW.  EACH  PROSPECTIVE  INVESTOR
SHOULD  CAREFULLY  CONSIDER THE FOLLOWING RISK FACTORS INHERENT IN AND AFFECTING
THE BUSINESS OF INFINITY AND THE OFFERING BEFORE MAKING AN INVESTMENT DECISION.

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.  Prior to the  completion  and
during the initial stages of this Offering,  we have very limited  resources and
will rely on advances  made by our  management  team.  In addition,  we will not
achieve any  revenues  (other  than  interest  income upon the  proceeds of this
Offering)  until, at the earliest,  we sell our investment  securities in one or
more eligible  portfolio  companies for a profit.  We could require  substantial
time to become fully invested or to complete this Offering.  Pending investment,
all cash that we have  received  pursuant to this  Offering will be committed to
short-term,  high grade investments that present  relatively low investment risk
but provide a  correspondingly  low return.  We will be wholly dependent for the

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<PAGE>

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  on which you can  evaluate an
investment in us or our prior performance. 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  and that the value of your
investment could decline substantially.

         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
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

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into, or exchangeable  for, our common stock,  then the percentage  ownership of
our stockholders at that time will decrease, and you might experience dilution.

         IF WE ARE UNABLE TO SATISFY  INTERNAL  REVENUE  CODE  REQUIREMENTS  FOR
QUALIFICATION AS A RIC, THEN WE WILL BE SUBJECT TO  CORPORATE-LEVEL  INCOME TAX,
WHICH WOULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL  CONDITION.
After 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 would have a material
adverse  effect on us, the net asset  value of our common  stock,  and the total
return, if any, obtainable from your investment in our common stock.

         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 this
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 intend to qualify as an RIC under
the Internal  Revenue Code and will thereafter seek to meet the  diversification
standards thereunder.  Nevertheless, our assets may be subject to a greater risk
of loss than if our investments were more widely diversified.

RISKS RELATING TO OUR STOCK

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

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securities of companies.  General economic conditions, and general conditions in
the industries within which we may invest, will also affect our stock price.

         INVESTING  IN OUR SHARES MAY BE  INAPPROPRIATE  FOR AN  INVESTORS  RISK
TOLERANCE.   The  Company's  investments  in  accordance  with  its  investments
objective and principal strategies may result in an above average amount of risk
and volatility or loss of principal.  Our investment in portfolio  companies may
be highly speculative and aggressive and, therefore, an investment in our shares
may not be suitable for you.

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

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

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

         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.

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<PAGE>


         OUR OFFICERS AND DIRECTORS WILL CONTINUE TO HAVE SUBSTANTIAL  OWNERSHIP
IN US AFTER THE INTENDED OFFERING AND THIS COULD LIMIT YOUR ABILITY TO INFLUENCE
THE  OUTCOME  OF KEY  TRANSACTIONS,  INCLUDING  A CHANGE OF  CONTROL.  After the
completion  of the  intended  offering  and assuming all of the shares of common
stock are sold,  Gregory H. Laborde,  our Chairman and Chief Executive  Officer,
will  beneficially  own  approximately  41.72% of the outstanding  shares of our
common stock and our  Directors  and Officers as a group will own  approximately
48.04% of our shares.  As a result current  management will be able, among other
things,  to elect directors,  change our investment  policies,  and withdraw our
election to operate as a BDC because of their voting block. The concentration of
ownership may also have the effect of delaying, preventing or deterring a change
of control of our company,  could deprive our  stockholders of an opportunity to
receive a premium  for their  common  stock as part of a sale of our company and
might ultimately affect the market price of our common stock.

         IF WE DO NOT INVEST THE  PROCEEDS OF THE  INTENDED  OFERING IN A TIMELY
MANNER,  OUR  RETURNS  TO  STOCKHOLDERS  WILL BE  SIGNIFICANTLY  LOWER.  We have
estimated  that it may take us up to two years to invest  all the cash  proceeds
from the intended offering in the types of investments we intend to make. We can
give no assurance  that we will be successful in meeting that  estimate.  To the
extent that it takes us longer to invest the cash  proceeds  from any  offering,
the  returns  to  stockholders  are  likely to be less than if we  invested  the
proceeds over the time period we have allotted.

         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. Both of these factors increase the uncertainty, and thus the risk, of
investing in our common stock or warrants.

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
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 will primarily focus
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

                                       23
<PAGE>

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.

RISKS OF THE COMPANY

         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 this Offering and an additional  amount of time before we are able
to fully invest the proceeds of this 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.

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

         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

                                       24
<PAGE>

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  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

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<PAGE>

privately-held  companies on a quarterly basis based on a determination of their
fair value made in good faith.  The types of factors that may be  considered  in
fair value pricing our  investments  include the nature and realizable  value of
any  collateral,  the  portfolio  company's  earnings  and its  ability  to make
payments on its  indebtedness,  the markets in which the portfolio  company does
business,  comparison to publicly  traded  companies,  discounted  cash flow and
other relevant factors. 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.

         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.

         Currently,  if we acquire debt or equity securities from an issuer that
has  outstanding  marginable  securities at the time that we make an investment,
these  acquired  assets cannot be treated as qualifying  assets.  This result is
dictated by the definition of "eligible  portfolio  company" under the 1940 Act,
which in part looks to whether a company has outstanding marginable securities.

         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.

         The SEC has recently  issued  proposed  rules to correct the unintended
consequence of the Federal  Reserve's 1998 margin rule  amendments of apparently
limiting the investment  opportunities  of business  development  companies.  In
general,  the SEC's proposed rules would define an eligible portfolio company as
any  company  that  does not have  securities  listed on a  national  securities
exchange or association.

                                       26
<PAGE>

         Until  the SEC or its  staff has  taken a final  public  position  with
respect to the issue  discussed  above,  we will  continue to monitor this issue
closely,  and we may be required to adjust our  investment  focus to comply with
any future administrative position or action taken by the SEC.

         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.

         The Company  intends to use its "best efforts" to sell to the public up
to  1,250,000  Units at $2.40 per Unit  ("Offering").  Each Unit  consists  of 3
shares of Common Stock ("Shares") and one Class C Warrant.  The warrant entitles
each holder to purchase one Share at any time through  December 1, 2009 at $1.50
per share.  The Offering will terminate no later than March 30, 2007,  provided,
that the  Company  reserves  the right to  terminate  the  Offering  at any time
whatsoever.  There is no minimum  offering  amount and proceeds  received by the
Company will be placed directly into the accounts of the Company.

         We plan to offer our shares  directly to the public through the efforts
of our management team. The Company may also offer Units through  broker-dealers
who  are  members  of the  National  Association  of  Securities  Dealers,  Inc.
("NASD").  On sales made directly to the public by the Company, no commission or
any  other  form  of   remuneration   will  be  paid.  On  sales  made  by  NASD
broker-dealers, a commission of up to 10% of the dollar amount of the Units sold
by such broker will be paid. As of the date of this Offering Circular, no broker
has been  retained  or is under  any  obligation  to  purchase  any Units in the
Offering.

PORTFOLIO COMPANIES

            The following  table sets forth certain  information  as of December
31, 2005 regarding each portfolio  company in which we 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.

                                       27
<PAGE>
<TABLE>
<CAPTION>


<S>                          <C>                   <C>                  <C>                 <C>                   <C>
---------------------------- --------------------- -------------------- ------------------- --------------------- -----------------
    Name and Address of         Nature of Its           Title of          Percentage of      Cost of Investment       Fair Value at
     Portfolio Company        Principal Business   Securities Held by       Class Held                                 12/31/2005
                                                           Us
---------------------------- --------------------- -------------------- ------------------- --------------------- -----------------
Midland International        Wireless              Common               12.82%              $42,000               $210,500
Corp. (OTC:BB:MLIC)          Communications
765 15th Sideroad
King City, ONT L7B 1K5
---------------------------- --------------------- -------------------- ------------------- --------------------- -----------------
Heartland, Inc.              Structured Steel      Common               >.1%                $10,985               $23,963
(OTC:BB:HTLJ)                Products
3300 Fernbrook Lane
Plymouth, MN 55447
---------------------------- --------------------- -------------------- ------------------- --------------------- -----------------
Satellite Organizing         Virtual Assistance    Common               71.3%               $136,326              $183,750
Solutions, Inc. (Pink
Sheets: SOZG)
80 Broad St., 5th Floor
NY, NY 10004
---------------------------- --------------------- -------------------- ------------------- --------------------- -----------------
</TABLE>


                        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,  2005,  approximately  194% of our total  net  assets
represented  investments  recorded at fair value.  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  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.

         With respect to private equity  securities,  each  investment is valued
using industry valuation  benchmarks,  and then the value is assigned a discount
reflecting  the  illiquid  nature  of the  investment  as well as our  minority,
non-control  position.  When an external  event such as a purchase  transaction,
public offering,  or subsequent equity sale occurs, the pricing indicated by the
external  event is used to  corroborate  our private  equity  valuation.  Equity
securities  in public  companies  that carry  certain  restrictions  on sale are
generally valued at a discount from the public market value of the securities.

         Our  board of  directors  bases its  determination  upon,  among  other
things,  applicable  quantitative  and  qualitative  factors.  These factors may
include,  but are not  limited  to,  type of  securities,  nature  of  business,
marketability,  market price of  unrestricted  securities  of the same issue (if

                                       28
<PAGE>

any),  comparative  valuation of securities of publicly-traded  companies in the
same or similar industries,  current financial conditions and operating results,
sales and  earnings  growth,  operating  revenues,  competitive  conditions  and
current and prospective conditions in the overall stock market.

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

DILUTION.  The present  shareholders of the Company have acquired an interest in
the  Company at a total cost  substantially  less than the total cost the public
investors will pay for their shares.  Therefore,  the public investors will bear
most of the risk of loss.  As of  December  31,  2005 the Company had a total of
5,739,187 shares of common stock  outstanding  which equals to a net asset value
of $ 215,494 or $.04 per share of common stock.

CAPITALIZATION. The following table shows the number of shares outstanding as of
December 31, 2005:

------------------------------------------------------------ ------------------
Common Stock                                                          5,739,187
------------------------------------------------------------ ------------------
Class "A" Warrants Outstanding                                          190,500
------------------------------------------------------------ ------------------
Class "B" Warrants Outstanding                                                0
------------------------------------------------------------ ------------------
Class "C" Warrants Outstanding                                                0
------------------------------------------------------------ ------------------

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

COMMON STOCK

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

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

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

WARRANTS

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

         Each common stock purchase  warrant entitles the holder to purchase one
share of  common  stock at $.25 per  share  until  November  15,  2008.  190,500
warrants are outstanding.

                                       29
<PAGE>

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

         Each common stock purchase  warrant entitles the holder to purchase one
share of common  stock at $.75 per share until  December 1, 2009. 0 warrants are
outstanding.

         CLASS "C" WARRANTS FOR COMMON STOCK - $1.50

         Each common stock purchase  warrant will entitle the holder to purchase
one share of common stock for $1.50 per share subject to  adjustments  for stock
splits until December 1, 2009. 0 warrants are outstanding.

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

ITEM 2 - PROPERTIES

FACILITIES

         As a result of the  merger,  the Company  name has changed  from Fayber
Group,  Inc. to Infinity Capital Group, Inc. The current corporate address is 80
Broad Street,  5th Floor,  New York,  New York 10004.  The  telephone  number is
212-962-4400.  The Company  pays  $100.87  for monthly  rent for the use of this
office space.

REAL PROPERTY

         None.

MINERAL PROPERTIES

         None.


ITEM 3 - LEGAL PROCEEDINGS

         As of  December  31,  2005,  the  Company  is not a party to any  legal
proceedings,   nor  does  management  believe  that  any  such  proceedings  are
contemplated.


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.


                                       30
<PAGE>


                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        (a) As of December 31,  2005,  there has been no trading or quotation of
the Company's  common stock. The range of high and low trade quotations for each
fiscal  quarter  since the last report,  as reported by the  National  Quotation
Bureau Incorporated, was as follows:


         2004                               High                       Low
         ----                               ----                       ---
     1st quarter                            *                          *
     2nd quarter                            *                          *
     3rd quarter                            *                          *
     4th quarter                            *                          *


           2005                             High                       Low
           ----                             ----                       ---
     1st quarter                            *                          *
     2nd quarter                            *                          *
     3rd quarter                            *                          *
     4th quarter                            *                          *

*No quotations

         (b) As of December 31, 2005,  there were 17  shareholders  of record of
the Registrant's common stock.

         (c) The Registrant has neither  declared nor paid any cash dividends on
its common  stock,  and it is not  anticipated  that any such  dividend  will be
declared or paid in the foreseeable future.

DIVIDENDS

         The Company has not paid any dividends to date,  and has no plans to do
so in the immediate future.


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

MANAGEMENT'S  DISCUSSION  OF  OPERATIONS  FOR YEAR ENDED  DECEMBER  31,  2005 AS
COMPARED TO YEAR ENDED DECEMBER 31, 2004

         The Company had nominal investment income in 2005 and 2004. The Company
experienced  $211,949 in  expenses  for 2005  compared to $197,746 in 2004.  The
Company  had a net  investment  loss of  ($209,277)  in 2005  compared  to a net
investment  loss of  ($197,405)  in  2004.  The  Company  had net  realized  and
unrealized  losses of (614,174) in 2005 compared to net realized and  unrealized
gains of 1,030,764 in 2004.  In both years this was  primarily due to the change
in market value of the Company's  investment in Midland  International Corp. Net
assets per share from operations  decreased ($.15) in 2005 and increased $.16 in
2004. The Company will continue to have operating  losses until adequate  income
can be achieved to meet expenses.  While the Company is seeking  capital sources
for investment, there is no assurance that sources can be found.


LIQUIDITY AND CAPITAL RESOURCES

         The Company had a cash balance at the end of the year in 2005 of $4,728
compared to $987 at year end 2004. The current liabilities exceed current assets
by $237,828.  The Company had $234,463 in non-controlled  affiliate  investments
                                       31
<PAGE>

and $183,750 in controlled investments at year end. The Company expects to raise
capital in connection  with its proposed  Regulation E offering and  anticipates
that the funds  available  from this  offering  would provide  required  working
capital for the next twelve months.

         The  notes  payable  of the  Company  decreased  during  the year  from
$192,500 as of December  31, 2004 to  $130,001  as of December  31,  2005.  This
decrease  was  attributable  to the  following:  (i) The Company sold $56,750 of
promissory in the first quarter.  (ii) The Company retired a promissory note for
$12,500 in the first  quarter  (ii) The Company sold  $20,000 of  promissory  in
connection  with  the  acquisition  of 100% of  Fayber  Group,  Inc.  (iii)  the
forgiveness  by Barry  and  Frank  Wien  ("Wien")  of  $75,000  of the  $150,000
promissory note due to them by the Company;  (iv) the forgiveness by Wulf Rehder
of the $14,000 promissory note due to him by the Company; (v) the forgiveness by
GHL Group, Ltd, which is owned by Gregory H. Laborde, of $27,000 of the debt due
to GHL by the Company in Connection  with the exercise of Class A Warrants;  and
the  forgiveness  of a $2,000 loan (vi) the  forgiveness  by Jeffrey Marcus of a
$15,000  finder's  fee  due to  him  by the  Company.  In  connection  with  the
forgiveness by Wien of the $75,000,  the maturity date of the remaining  $75,000
debt was extended to February 20, 2006, and Wien was granted an additional  five
and  one-half  percent of the  post-merger  shares of SOZG for an  aggregate  of
twelve and one-half  percent of the post-merger  shares.  GHL also issued Wien a
promissory note in the amount of $75,000 due February 20, 2006, and this note is
secured by 900,000  shares of the Company owned by GHL. In  connection  with the
forgiveness  by Jeffrey  Marcus,  GHL issued to Marcus a promissory  note in the
amount of $15,000 due February  20, 2006,  and secured the note by the pledge of
50,000 shares of the Company owned by GHL. In connection with the forgiveness by
Rehder,  GHL issued to Rehder its  promissory  note in the amount of $14,000 due
February 20, 2006. (vii) The forgiveness of $21,850 in exchange for the issuance
of 43,700  shares of the Company  (viii) The  repayment of $9,999 of the $20,000
promissory  note issued in  connection  with the  acquisition  of 100% of Fayber
Group, Inc.

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.  We intend to conduct a Regulation E Offering of up to
1,250,000 Units at $2.40 per Unit.

         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  and it may  acquire or add
employees of an unknown number in the next twelve months.

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
non-interest  bearing  advances from existing  shareholders  and the sale of its
securities including in its proposed 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 following is contained
in the  notes  to the  financial  statements  and the  company's  auditors  have
expressed  a concern  that the  Company  may not be able to  continue as a going
concern.

         "The Company has suffered  recurring  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.

                                       32
<PAGE>

         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 7 - FINANCIAL STATEMENTS

         The response to this item is  submitted  as a separate  section of this
report beginning on page F-1.


ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         On February 11, 2005,  the Board of  Directors  of Fayber  Group,  Inc.
("Fayber")  approved a change in auditors.  The Board of Directors  approved the
dismissal of Comiskey and Company as Fayber's independent public accountants and
the selection of Larry O'Donnell, CPA P.C. as their replacement.

         Ron Chadwick,  CPA,  performed the audit for 2004 for Infinity  Capital
Group, Inc. before its merger with Fayber Group, Inc. Larry O'Donnell, CPA, P.C.
was the  auditor  pre-merger  (with  Fayber  Group) and  remains  the auditor of
record.


ITEM 8A - CONTROLS AND PROCEDURES

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

         Management,   after  evaluating  the  effectiveness  of  the  Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as
of December 31, 2005 (the "Evaluation Date") concluded that as of the Evaluation
Date,  the  Company's  disclosure  controls  and  procedures  were  adequate and
effective to ensure that material  information  relating to the Company would be
made known to them by individuals within those entities, particularly during the
period in which this  annual  report  was being  prepared  and that  information
required to be disclosed in our SEC reports is recorded, processed,  summarized,
and  reported  within the time  periods  specified in the SEC's rules and forms.
Subsequent to the  evaluation  date,  the Company  became aware that  additional
disclosures  related to '40 Act  reporting  are  required  and has  revised  its
disclosure controls and procedures accordingly.  The filing of amended financial
statements and disclosures  complying with the '40 Act have been  completed.  To
address any  significant  deficiencies  and material  weaknesses  in its '40 Act
reporting,  and to take all required  corrective  actions,  the Company  engaged
experienced  accounting  professionals  as  consultants  on '40 Act  accounting,
disclosure  and for  assistance in  implementing  revised  financial  statements
complying  with the '40 Act and ongoing  '40 Act  compliance.  As a result,  all
corrective actions were taken.


ITEM 8B - OTHER INFORMATION

         Not Applicable.


                                       33

<PAGE>


                                    PART III

ITEM  9  -  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

 The current Executive officers of Registrant at December 31, 2005 are:

         NAME                       POSITION HELD             TENURE
         ----                       -------------             ------

Gregory H. Laborde                  CEO and Chairman
                                    of the Board              Annual

Theodore A. Greenberg               CFO, CIO and Secretary    Annual

Steven Katz                         Senior Vice President     Annual


The persons who are directors of the Registrant at December 31, 2005 are:

         NAME                                        AGE
         ----                                        ---
         Gregory H. Laborde*                         41
         Theodore A. Greenberg*                      46
         Steven Katz*                                57
         Pierce McNally                              57
         Conrad Huss                                 54
         Dr. David W. Sear                           60
         John J. Moroney                             51

         *Interested Directors of Infinity within the meaning of the 1940 Act.

BUSINESS EXPERIENCE

         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 the Registrant,  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.

         GREGORY H. LABORDE,  age 41,  President,  Chief  Executive  Officer and
Chairman of the Board,  has over 18 years experience on Wall Street in the areas
of investment banking,  trading,  sales and financial  consulting.  From 1986 to
1997,  Mr. Laborde  worked in corporate  finance at a number of prestigious  NYC
based investment  banks,  including:  Drexel Burnham  Lambert,  Lehman Brothers,
Gruntal & Co., and Whale Securities.  During his Wall Street tenure, Mr. Laborde
was involved in over 20 public and private financing  transactions totaling over
100 million dollars. In 1999 he founded and took public Origin Investment Group,
a business  development  company  that was  involved in  investing in IT related
businesses.  While serving as Chairman & CEO, Mr.  Laborde was  responsible  for
providing 2 million in direct  equity  investments,  a 10 million  equity credit
line,  as well as  successfully  negotiating  definitive  agreements  to acquire
several private businesses.  Mr. Laborde is currently the Chairman of GHL Group,
Ltd.,  a firm that  provides  capital  formation  and  mergers  and  acquisition
services  to select  publicly  traded  companies  or rapidly  expanding  private
businesses seeking to go public. Mr. Laborde currently serves as the President &
CEO of Satellite  Organizing  Solutions,  Inc. (SOZG:  Pink Sheets),  and is the
former President & CEO of Azonic Corporation (now renamed Midland  International
Corp.  (MLIC: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 46,  Director,  Chief  Financial  Officer,
Secretary  and Chief  Investment  Officer as of November 15,  2005,  is a senior
financial  executive  with  more than 20 years  experience  in  private  equity,
consulting,  industry  and  public  accounting.  He was a  General  Partner  and
co-founder of Park Avenue Equity  Partners,  LP, a $110 million  private  equity

                                       34
<PAGE>

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.

         STEVEN  KATZ,  age 57,  Director  and Senior Vice  President - Business
Development  as of November 15, 2005,  is President of Steven Katz & Associates,
Inc., a health care and technology-based management consulting firm specializing
in strategic planning, corporate development,  new product planning,  technology
licensing, and structuring and securing various forms of financing. Mr. Katz has
been President of Steven Katz & Associates,  Inc. since 1982.  From January 2000
to October  2001 Mr.  Katz was also  President,  Chief  Operating  Officer and a
director of Senesco  Technologies,  Inc., (AMEX:  SNT), a company engaged in the
identification  and development of proprietary  gene technology with application
to human,  animal and plant  systems.  From 1983 to 1984 he was a co-founder and
Executive  Vice President of S.K.Y.  Polymers,  Inc., a  bio-materials  company.
Prior to this, Mr. Katz was Vice President and General  Manager of a non-banking
division  of  Citicorp.  From  1976 to 1981 he held  various  senior  management
positions at National Patent  Development  Corporation,  including  President of
three  subsidiaries.  Prior  positions were with Revlon,  Inc.  (1975) and Price
Waterhouse  & Co.  (1969 to 1974).  Mr. Katz  received a  Bachelors  of Business
Administration  degree in Accounting  from the City College of New York in 1969.
He is presently a member of the Boards of Directors of a number of publicly-held
corporations,   Biophan   Technologies,   Inc.  (OTCBB:  BIPH),  Health  Systems
Solutions, Inc. (OTCBB:HSLN),  NanoScience Technologies, Inc. (OTCBB: NANS), USA
Technologies  (OTCBB:USTT),  and several  companies in registration to go public
including IbuyDigital.com, Inc., and Vivid Learning Systems, Inc.

         PIERCE  MCNALLY,  age 57,  Director,  serves of  counsel  to Gray Plant
Mooty, practicing in the areas of business law and entrepreneurial  services. He
currently serves as Chairman Emeritus and Director of Lockermate  Corporation of
Minnetonka,  Minnesota,  a company that provides locker  organizing  systems and
fashion  accessories  to the retail  trade.  He served as  Minnesota  American's
Chairman of the Board,  Chief Executive  Officer and Secretary from October 1994
until January 2000, when Minnesota  American merged with CorVu Corporation (OTC:
CRVU).  He served as Chairman and Director of Corporate  Development of Nicollet
Process  Engineering,  Inc. from May 1995 until April 1999, when he retired from
the board.  He also serves on the board of directors of eNetpc (OTC:  BB),  Solv
Technology, LLC, Linkup, Inc.

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

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

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

           CONRAD R. HUSS, age 54, 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.

                                       35
<PAGE>

         Presently,  Mr. Huss is a principal at Berwyn  Capital, LLC, 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.

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

         JOHN J. MORONEY,  age 51,  Advisory  Director,  graduated  from Fordham
University  with a B.S.  in 1975  and  received  his MBA in  1977  from  Fordham
University.

         From 2004 to Present he has been President, CEO and Director of Juvent,
Inc., located in Somerset,  New Jersey. Juvent, Inc. is a company focused on the
development  of  a  medical  device  that  provides   patients  with  a  unique,
non-invasive,  and  low-cost  alternative  to  the  conventional  pharmaceutical
therapies  currently  used in the  treatment of  osteoporosis,  osteopenia,  and
related conditions.

         From 1992 to 2002 he was  President,  CEO,  Co-Founder  and Chairman of
Flemington  Pharmaceutical  Corporation  located  Flemington,  New  Jersey  (now
NovaDel   Pharmaceuticals).   NovaDel  is  a  publicly-held   (AMEX:  NVD)  drug
development  company  engaged  in the  development  of  novel  application  drug
delivery systems for presently  marketed  prescription,  OTC,and veterinary rugs
utilizing its patented lingual spray delivery system.

         From 1983 to Present he was President of Landmark Financial Corporation
located in Spring Lake, New Jersey.  Landmark is a provider of corporate finance
services to emerging growth companies in the healthcare sector,  specializing in
merger and acquisition and product licensing work.  Landmark was an affiliate of
New  York-based  investment  banking firm  Ladenburg,  Thalmann from 1984 -1991,
during which time Mr. Moroney held the position of Managing Director.

         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.

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

                                       36
<PAGE>

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.

ITEM 10- EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
Cash Compensation.

         Compensation paid for all services provided up to December 31, 2005 (1)
to each of our executive officers and (2) to all officers as a group.

<S>                      <C>       <C>        <C>      <C>            <C>         <C>              <C>
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Name and Principal       Year      Salary     Bonus    Consulting     Number of   Securities       Long Term Compensation/
Position                                               Fees/Other     Shares      Underlying       Option
                                                       Fees ($)                   Options/
                                                                                  SARS (#)
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Gregory H. Laborde,      2003              0        0              0           0                0                         0
President & CEO          2004 (1)          0        0              0           0                0                         0
                         2005 (2)          0        0              0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Theodore A. Greenberg,   2003              0        0              0           0                0                         0
CFO, CIO & Secretary
                         2004 (3)          0        0              0           0                0                         0
                         2005 (4)          0        0              0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Steven Katz, Senior      2003              0        0              0           0                0                         0
V.P. Business
Development              2004              0        0              0           0                0                         0
                         2005 (5)          0        0              0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Officers as a Group      2003              0        0              0           0                0                         0
                         2004              0        0              0           0                0                         0
                         2005              0        0              0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
</TABLE>
                                       37
<PAGE>
(1)      GHL Group, Ltd., a company affiliated with Gregory H. Laborde, was paid
         $36,250.  The payment was included in general  administrative  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
         $37,820.  The payment was included in general  administrative  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)      Theodore  A.  Greenberg  billed  the  Company  $15,000  for  consulting
         services.  The  compensation  was billed but not  actually  paid and is
         included in account payables.
(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)      Steven Katz & Associates, a company affiliated with Steven Katz, billed
         the Company $18,000 for business plan consulting services.  Steven Katz
         &  Associates  was  paid  $6,000  included  in  general  administrative
         expenses and $12,000 was billed but not  actually  paid and is included
         in account payables.

<TABLE>
<CAPTION>


                     SUMMARY COMPENSATION TABLE OF DIRECTORS

                             (to December 31, 2005)

<S>                     <C>          <C>            <C>           <C>             <C>                  <C>
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Name                    Year         Annual         Meeting       Consulting      Number of Option     Securities Underlying
                                     Retainer       Fees ($)      Fees/Other      Shares Exercised     Options/SARS (#)
                                     Fees ($)                     Fees ($)
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Gregory H. Laborde      2003                     0             0               0                    0                           0
                        2004 (1)                 0             0               0                    0                           0
                        2005 (2)                 0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Theodore A. Greenberg   2003                     0             0               0                    0                           0
                        2004 (3)                 0             0               0                    0                           0
                        2005 (4)                 0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Steven Katz             2003                     0             0               0                    0                           0
                        2004                     0             0               0                    0                           0
                        2005 (5)                 0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Pierce McNally          2003                     0             0               0                    0                           0
                        2004                     0             0               0                    0                           0
                        2005                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Conrad Huss             2003                     0             0               0                    0                           0
                        2004                     0             0               0                    0                           0
                        2005                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Dr. David W. Sear       2003                     0             0               0                    0                           0
                        2004                     0             0               0                    0                           0
                        2005                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
John J. Moroney         2003                     0             0               0                    0                           0
                        2004                     0             0               0                    0                           0
                        2005                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Directors as a Group    2003                     0             0               0                    0                           0
                        2004                     0             0               0                    0                           0
                        2005                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
</TABLE>

                                       38
<PAGE>

(1)      GHL Group, Ltd., a company affiliated with Gregory H. Laborde, was paid
         $36,250.  The payment was included in general  administrative  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
         $37,820.  The payment was included in general  administrative  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)      Theodore  A.  Greenberg  billed  the  Company  $15,000  for  consulting
         services.  The  compensation  was billed but not  actually  paid and is
         included in account payables.
(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)      Steven Katz & Associates, a company affiliated with Steven Katz, billed
         the Company $18,000 for business plan consulting services.  Steven Katz
         &  Associates  was  paid  $6,000  included  in  general  administrative
         expenses and $12,000 was billed but not  actually  paid and is included
         in account payables.

COMPANY AUDIT COMMITTEE

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

EXECUTIVE COMPENSATION

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

NAME/ADDRESS                     POSITION                          COMPENSATION

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

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

Steven Katz                      Vice President -                   $0
                                 Business Development

* To be effective only upon completion of a Private  Offering of over $1,000,000
in net proceeds.

                                       39
<PAGE>

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table  describes the  shareholdings  of all officers and
directors  and those persons who  currently  hold 5% or more of the  outstanding
common stock of Issuer, including options exercisable within 60 days.
<TABLE>
<CAPTION>

                                                                       Common Stock
         Name                                        Title             Amount Owned              % Total
         -----------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                      <C>
         Gregory H. Laborde                          Common            3,959,000                68.98
         CEO, President, Chairman                    Restricted
         & Director
         (beneficially through
         GHL Group, Ltd.)

         Theodore A. Greenberg                       Common              600,000                10.45
         Chief Investment Officer                    Restricted
         CFO, Secretary & Director

         Steven Katz                                 Common                    0                    0
         Senior Vice President -                     Restricted
         Business Development and Director

         Pierce McNally                              Common                    0                    0
         Director                                    Restricted

         Conrad R. Huss                              Common                    0                    0
         Director                                    Restricted

         John J. Moroney                             Common                    0                    0
         Advisory Director                           Restricted

         Dr. David W. Sear                           Common
         Advisory Director                           Restricted                0                    0

         Wulf Rehder                                 Common              350,358                 6.11


         Officers and Directors as a Group           Common            4,559,000                85.54%
</TABLE>

COMPANY AUDIT COMMITTEE

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

                                       40

<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

         GHL  Group,  Ltd.,  beneficially  Gregory  H.  Laborde,  President  and
Director,   acquired  5,000,000  shares  as  founder  of  the  Company.  He  has
transferred  1,000,000  of his  shares to others in a private  transaction.  GHL
Group,  Ltd.  currently  receives  $3,500 in consulting  fees per month from the
Company.  Beginning the month  following  the closing of the  Company's  initial
public offering,  GHL Group,  Ltd., will receive a fee of $8,333 per month. Such
fees are on a month  to  month  basis  and  there  are  currently  no long  term
employment contracts in place.

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

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

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

         On 9/12/05  GHL  Group,  Ltd.  acquired  300,000  Class B Warrants  for
$3,000. On 9/12/05 GHL Group, Ltd. acquired 176,000 Class A Warrants in exchange
for 80,000 of its shares held in Infinity.  On 9/12/05 GHL Group, Ltd. exercised
Class A  Warrants  and was issued  100,000  shares  for  forgiveness  of debt of
$25,000.  The transaction was exempt from registration under Section 4(2) of the
Securities Act of 1933.

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

         As of 9/15/05 there were no Class C Warrants, no Class B Warrants,  and
190,500 Class A Warrants outstanding.


ITEM 13 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)    (1)        See attached Financial Statements.
       (2)        Not applicable.
       (3)        See (b) below.


                                       41
<PAGE>


(b)     Exhibits filed with this annual report.

EXHIBIT NO.        DESCRIPTION

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

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

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

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


(c)     Not applicable.


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 year ended December 31, 2005 by Larry O'Donnell, CPA, P.C., and for the year
ended December 31, 2004 by Ronald Chadwick, P.C.

                                            Year Ended December 31,
                                              2005            2004
               ------------------------- - ------------ -- ------------
               Audit Fees                  $     6,500     $     8,375
               ------------------------- - ------------ -- ------------
               Audit-related Fees (a)            3,400
               ------------------------- - ------------ -- ------------
               Tax Fees (b)                                        600
               ------------------------- - ------------ -- ------------
                  Total Fees               $     9,900     $     8,975
               ------------------------- - ------------ -- ------------

(a)  Primarily review of quarterly financial statements
(b)  Primarily tax returns, advice and planning

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


                                       42
<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.

         Date: January 29, 2007                 By: /s/Gregory H. Laborde
                                                  -----------------------------
                                                  Gregory H. Laborde, President

         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.

         Date: January 29, 2007                 By:/s/Gregory H. Laborde
                                                   -----------------------------
                                                   Gregory H. Laborde, President
                                                   and CEO

                                   DIRECTORS:

         Date: January 29, 2007                 By: /s/Gregory H. Laborde
                                                   -----------------------------
                                                   Gregory H. Laborde

         Date: January 29, 2007                 By:/s/Theodore A. Greenberg
                                                   -----------------------------
                                                   Theodore A. Greenberg

         Date: January 29, 2007                 By:/s/Steven Katz
                                                   -----------------------------
                                                   Steven Katz

         Date: January 29, 2007                 By:/s/Pierce McNally
                                                   -----------------------------
                                                   Pierce McNally

         Date: January 29, 2007                 By:/s/Conrad Huss
                                                   -----------------------------
                                                   Conrad Huss

         Date: January 29, 2007                 By:/s/Ernest Chu
                                                   -----------------------------
                                                   Ernest Chu

         Date: January 29, 2007                 By:/s/John Moroney
                                                   -----------------------------
                                                   John Moroney

                                       43


<PAGE>







                          INFINITY CAPITAL GROUP, INC.

                    AMENDED AND RESTATED FINANCIAL STATEMENTS


                            December 31, 2005 & 2004



<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                              Financial Statements



                                TABLE OF CONTENTS



                                                                        PAGE

REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM
          2005                                                            F-1
          2004                                                            F-2


FINANCIAL STATEMENTS

                  Balance sheets                                          F-3
                  Statements of operations                                F-4
                  Statements of changes in net assets                     F-5
                  Statements of cash flows                            F-6 to F-7
                  Schedule of investments                             F-8 to F-9
                  Notes to financial statements                     F-10 to F-19


<PAGE>

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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

I have audited the accompanying  balance sheet of Infinity  Capital Group,  Inc.
including the schedule of  investments  as of December 31, 2005, and the related
statements of operations, changes in net assets and cash flows for the year then
ended and the financial  highlights for the year ended December 31, 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 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 statements referred to above present fairly, in all
material respects,  the financial position of Infinity Capital Group, Inc. as of
December 31, 2005 and the results of its  operations,  changes in net assets and
cash  flows for the year 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 9 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 9. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/Larry O'Donnell
_____________________________
Larry O'Donnell, CPA, P.C.
January 31, 2006




                                       F-1


<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  balance sheet of Infinity  Capital Group,  Inc.
including the schedule of  investments  as of December 31, 2004, and the related
statements of operations, changes in net assets and cash flows for the year then
ended, and the financial highlights for the period from July 8, 2003 (inception)
through  December  31,  2003 and 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 statements referred to above present fairly, in all
material respects,  the financial position of Infinity Capital Group, Inc. as of
December 31, 2004 and the results of its  operations,  changes in net assets and
cash  flows for the year 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 9 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 9. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Aurora, Colorado                                   /s/ Ronald R. Chadwick, P.C.
July 8, 2005                                           RONALD R.  CHADWICK, P.C.


                                       F-2



<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                    Dec. 31,          Dec. 31,
                                                                      2005              2004
                                                                  --------------    -------------

                                     ASSETS

      Investments in noncontrolled affiliates
<S>                                                               <C>               <C>
           (Cost: 2005 - $53,085; 2004 - $54,600)                 $     234,463     $  1,319,925
      Controlled Investments (Cost: 2005 - $136,326;
           2004 - $121,326)                                             183,750          177,500
      Cash                                                                4,728              987
      Accounts receivable                                                     -           12,831
      Notes receivable - related parties                                      -           24,639
      Other receivables - related parties                                 6,484              510
      Deferred Offering Costs                                            28,625                -
      Other assets                                                            -              262
                                                                  --------------    -------------
Total Assets                                                      $     458,050     $  1,536,654
                                                                  --------------    -------------

                                   LIABILITIES

      Accounts payables                                           $     112,555     $     34,377
      Due to related parties                                                  -               20
      Notes payable                                                     130,001          192,500
      Deferred tax liability                                                  -          451,770
                                                                  --------------    -------------
Total Liabilities                                                 $     242,556     $    678,667
                                                                  --------------    -------------

NET ASSETS (DEFICIT)                                              $     215,494     $    857,987
                                                                  ==============    =============

Composition of net assets
      Preferred stock, $.001 par value;
          10,000,000 shares authorized; none issued
          and outstanding                                         $           -     $          -
      Common stock, $.001 par value;
          100,000,000 shares authorized;
          5,739,187 & 5,335,237
          issued and outstanding                                          5,739            5,335
      Additional paid in capital                                        329,956          149,402
      Accumulated income (deficit)
         Accumulated net operating income (deficit)                    (495,344)        (286,067)
         Net realized gain (loss) on investments, net of tax            146,341          119,588
         Net unrealized increase (depreciation) of
             investments, net of deferred tax                           228,802          869,729
                                                                  --------------    -------------
Net Assets                                                        $     215,494     $    857,987
                                                                  ==============    =============

Net Asset Value Per Share                                         $        0.04     $       0.16
                                                                  ==============    =============

</TABLE>



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

                                       F-3
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                                     Year Ended             Year Ended
                                                                      Dec. 31,               Dec. 31,
                                                                        2005                   2004
                                                                   ----------------       ----------------

Investment Income:
<S>                                                                <C>                    <C>
   Interest income                                                 $           672        $           341
   Other                                                                     2,000
                                                                   ----------------       ----------------
Total Investment Income                                                      2,672                    341
                                                                   ----------------       ----------------

Expenses:
   Salaries and wages                                                       10,000                      -
   Management fees                                                          37,820                 36,250
   Professional fees                                                        81,615                 71,150
   Sales and marketing                                                           -                      -
   General and administrative                                               31,990                 20,545
   Meals & Entertainment                                                    12,331
   Interest expense                                                         16,073                 32,301
   Loan fees                                                                                       37,500
   Impairment                                                               22,120
                                                                   ----------------       ----------------
Total Expenses                                                             211,949                197,746
                                                                   ----------------       ----------------

Net investment income (loss) before taxes                                 (209,277)              (197,405)
                                                                   ----------------       ----------------

Provision for income tax                                                         -                      -
                                                                   ----------------       ----------------

Net investment income (loss)                                              (209,277)              (197,405)

Realized and unrealized gains (losses):
   Net realized gain (loss) on investments, net of tax                      26,753                119,588
   Net change in unrealized increase (decrease),
        net of tax                                                        (640,927)               911,176
                                                                   ----------------       ----------------
Net realized and unrealized gains (losses)                                (614,174)             1,030,764
                                                                   ----------------       ----------------

Net increase (decrease) in net assets from operations              $      (823,451)       $       833,359
                                                                   ================       ================

Net increase (decrease) in net assets per share
  Basic                                                            $         (0.15)       $          0.16
  Diluted                                                          $         (0.15)       $          0.15
                                                                   ================       ================

Weighted average number of
common shares outstanding
  Basic                                                                  5,541,117              5,104,246
  Diluted                                                                5,541,117              5,730,996
                                                                   ================       ================

</TABLE>



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

                                       F-4
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>



                                                                                      Year Ended           Year Ended
                                                                                       Dec. 31,             Dec. 31,
                                                                                         2005                 2004
                                                                                   -----------------     ----------------

Changes in net assets from operations:
<S>                                                                                <C>                   <C>
     Net investment income (loss)                                                  $       (209,277)     $      (197,405)
     Net realized gain (loss) on investments, net of tax                                     26,753              119,588
     Net change in unrealized increase (decrease),
           net of tax                                                                      (640,927)             911,176
                                                                                   -----------------     ----------------

           Net increase (decrease) in net assets from operations                           (823,451)             833,359
                                                                                   -----------------     ----------------

Capital stock transactions:
      Proceeds from issuance of common stock                                                 65,063                7,500
      Proceeds from issuance of warrants                                                      3,000                2,000
      Issuance of common stock for debt                                                      21,000              122,094
      Issuance of common stock for acquisition                                                  100
      Warrants Issued With Notes Payable                                                        795                3,356
      Notes Payable Contibuted To Capital                                                    91,000
      Paid in capital                                                                                             12,500
                                                                                   -----------------     ----------------

           Net increase (decrease) in net assets from stock transactions                    180,958              147,450
                                                                                   -----------------     ----------------

Net increase (decrease) in net assets                                                      (642,493)             980,809
Net assets at beginning of year                                                             857,987             (122,822)
                                                                                   -----------------     ----------------

Net assets at end of year                                                          $        215,494      $       857,987
                                                                                   =================     ================
</TABLE>











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

                                       F-5


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

                                                                                      Year Ended           Year Ended
                                                                                       Dec. 31,             Dec. 31,
                                                                                         2005                 2004
                                                                                   -----------------     ----------------
Cash Flows From Operating Activities:
<S>                                                                                <C>                   <C>
     Net increase (decrease) in net assets from operations                         $       (823,451)     $       833,359

     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                       640,927             (911,176)
          Proceeds from disposition of investments securities                                28,268              150,000
          (Gain) loss on sale of investments                                                (26,753)            (119,588)
          Purchase of investment securities                                                 (15,000)            (138,500)
          Notes receivable - related parties/sale of investment                              24,639              (55,139)
          Impairment                                                                         22,120                    -
          Accounts Receivables                                                               12,831                 (331)
          Due from related parties                                                           (5,974)                (510)
          Other assets                                                                          262                 (262)
          Accounts Payable                                                                   78,178               31,659
          Due to related parties                                                                (20)                  20
          Portfolio Company Stock For Expenses                                                                    41,609
          Debt issuances to pay expenses                                                          -               37,500
          Stock issuance for interest expense with note payable conversion                        -                2,594
          Interest Expense For Warrants Issued With Note Payable                                795                3,356
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               operating activities                                                         (63,178)            (125,409)
                                                                                   -----------------     ----------------

Cash Flows From Investing Activities:
      Acquisition of Fayber Group, Inc.                                                      (2,120)                   -
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               investing activities                                                          (2,120)
                                                                                   -----------------     ----------------

</TABLE>

                          (Continued On Following Page)




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

                                       F-6

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS


                         (Continued From Previous Page)


<TABLE>
<CAPTION>

                                                                                      Year Ended           Year Ended
                                                                                       Dec. 31,             Dec. 31,
                                                                                         2005                 2004
                                                                                   -----------------     ----------------
Cash Flows From Financing Activities:
<S>                                                                                <C>                   <C>
     Proceeds from notes payable                                                             66,310              267,000
     Payments on notes payable                                                              (20,559)            (164,000)
     Sales of common stock                                                                   48,913                7,500
     Sales of warrants                                                                        3,000                2,000
     Deferred Offering Costs                                                                (28,625)                   -
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               financing activities                                                          69,039              112,500
                                                                                   -----------------     ----------------

Net Increase (Decrease) In Cash                                                               3,741              (12,909)
Cash At The Beginning Of The Period                                                             987               13,896
                                                                                   -----------------     ----------------

Cash At The End Of The Period                                                      $          4,728      $           987
                                                                                   =================     ================


Schedule of Non-Cash Investing and Financing Activities
     Common stock issued for note payable                                          $         21,000      $       119,500
                                                                                   =================     ================
     Securities purchased with debt and canceling
          a note receiveable                                                       $         17,185      $        55,500
                                                                                   =================     ================
     Note payable contributed to additional paid in capital                        $         87,250      $             -
                                                                                   =================     ================

Supplemental Disclosure of Cash Flow Information Cash paid during the year for:
     Interest                                                                      $          2,590      $        25,950
                                                                                   =================     ================
     Income Taxes                                                                  $              -      $             -
                                                                                   =================     ================


</TABLE>





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

                                       F-7

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               December 31, 2005

<TABLE>
<CAPTION>

                  Original
                   Date of                                                                Original         Fair
    Shares       Acquisition                                                                Cost           Value
--------------- ---------------                                                         ------------- ----------------
<S>             <C>            <C>                                                      <C>           <C>
                               Common stock in controlled affiliates -
                               85.27% of net assets

     2,500,000         Nov-04  Satellite Organizing Solutions, Inc.,
                               publicly traded over over the counter,
                               85.27% of net assets, communications & business
                               systems design and consulting                            $    136,326  $       183,750
                                                                                        ------------- ----------------

                               Subtotal                                                      136,326          183,750
                                                                                        ------------- ----------------

                               Common stock in non-controlled affiliates -
                               110.05% of net assets

        88,750         Jun-04  Heartland, Inc., publicly traded over the counter,
                               12.37% of net assets, telecommunications                       10,985           23,963

     4,210,000         Aug-04  Midland Int'l Corporation, publicly traded over the counter,
                               97.68% of net assets, telecommunications                       42,100          210,500
                                                                                        ------------- ----------------

                               Subtotal                                                       53,085          234,463
                                                                                        ------------- ----------------

                               TOTAL INVESTMENTS - 195.32%                              $    189,411  $       418,213
                                                                                        ============= ================
</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, 2005, 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,   Inc.  and  more  than  10%  of  the
        outstanding common stock of Midland International Corporation.


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

                                       F-8
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               December 31, 2004

<TABLE>
<CAPTION>

                 Original
                  Date of                                                                 Original         Fair
   Shares       Acquisition                                                                 Cost           Value
-------------  ---------------                                                          ------------- ----------------
<S>            <C>            <C>                                                       <C>           <C>
                              Common stock in controlled affiliates -
                              20.69% of net assets

   2,190,000          Nov-04  Satellite Organizing Solutions, Inc.,
                              publicly traded over over the counter,
                              20.69% of net assets, communications & business
                              systems design and consulting                             $    121,326  $       177,500
                                                                                        ------------- ----------------

                              Subtotal                                                       121,326          177,500
                                                                                        ------------- ----------------

                              Common stock in non-controlled affiliates -
                              153.84% of net assets

     123,750          Jun-04  Heartland, Inc., publicly traded over the counter,
                              6.63% of net assets, telecommunications                         12,500           56,925

   4,210,000          Aug-04  Azonic Corporation, publicly traded over the counter,
                              147.21% of net assets, telecommunications                       42,100        1,263,000
                                                                                        ------------- ----------------

                              Subtotal                                                        54,600        1,319,925
                                                                                        ------------- ----------------

                              TOTAL INVESTMENTS - 174.53%                               $    175,926  $     1,497,425
                                                                                        ============= ================

</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, 2004, 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,   Inc.  and  more  than  10%  of  the
        outstanding common stock of Azonic Corporation.


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

                                       F-9



<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 ("1940
Act").

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. At December 31, 2005 the balance of $10,001 due on the
Promissory Note is included in Notes Payable.

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 CASH EQUIVALENTS

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



                                      F-10


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

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, 2005 and 2004.

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.  No stock-based compensation was issued to employees for the years
ended December 31, 2005 and 2004.


                                      F-11


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


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


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 (i) 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.

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.

This policy  will be  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.

                                      F-11


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity securities owned at December 31, 2005 and 2004 (195% and
175% 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 November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs (An Amendment
of ARB No. 43, Chapter 4)". SFAS 151 amends and clarifies  financial  accounting
and reporting for abnormal amounts of idle facility expense,  freight,  handling
costs, and wasted material (spoilage). The Company has adopted the provisions of
SFAS No. 151 which are effective in general for inventory  costs incurred during
fiscal years beginning after June 15, 2005. The adoption did not have a material
effect on the results of operations of the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing Transactions (An Amendment of FASB Statements No. 66 and 67)". SFAS
152 amends FASB 66 and 67 to reference the accounting and reporting guidance for
real  estate  time-sharing  transactions  provided  for in  AICPA  Statement  of
Position  04-2.of The Company has adopted the  provisions  of SFAS No. 152 which
are effective for financial statements for fiscal years beginning after June 15,
2005.  The adoption did not have a material  effect on the results of operations
of the Company.

In December 2004, the FASB issued SFAS No. 153,  "Exchange of Nonmonetary Assets
(An Amendment of APB No. 29)".  SFAS 153 amends Opinion 29 to eliminate the fair
value  accounting  exception  for  nonmonetary  exchanges of similar  productive
assets,  and replaces that  exception with a general  exception for  nonmonetary
assets  that do not have  commercial  substance.  The  Company  has  adopted the
provisions of SFAS No. 153 which are effective in general for nonmonetary  asset
exchanges  occurring in fiscal years beginning after June 15, 2005. The adoption
did not have a material effect on the results of operations of the Company.

In March  2005,  the FASB  issued  SFAS No.  123  (revised  2004),  "Share-Based
Payment".  SFAS 123(r)  requires that the cost  resulting  from all  share-based
payment transactions be recognized in the financial statements.  The Company has
adopted the  provisions  of SFAS No.  123(r) which are  effective in general for
transactions  entered into or modified after June 15, 2005. The adoption did not
have a material effect on the results of operations of the Company.


                                      F-12


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

In May 2005,  the FASB issued SFAS No. 154,  "Accounting  Changes and Error - an
amendment  of APB  Opinion  No.  29." This  Statement  applies to all  voluntary
changes in  accounting  principle.  It also  applies to changes  required  by an
accounting  pronouncement in the usual instance that the pronouncement  does not
include  specific  transition  provisions.   This  Statement  is  effective  for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after December 15, 2005. The Company does not expect application of SFAS No. 154
to have a material affect on its financial statements.

NOTE 2. RELATED PARTY TRANSACTIONS

As of December 31, 2004 the Company was owed $24,639 for a note  receivable from
a related party corporation in which the Company is an investor.

The Company for the years ended  December 31, 2005 and 2004 incurred  management
fees of approximately $37,820 and $36,250,  respectively to a company affiliated
through an Officer and Director.

NOTE 3. LEASE COMMITMENTS

The Company had a lease for office space which expired in June 2005. The Company
entered into a lease effective  December,  2005 for twelve months.  The lease is
noncancellable  with a monthly payment of $100. Rent expense  incurred under the
leases in 2005 and 2004 was approximately $1,500.

NOTE 4. INVESTMENTS

Equity  securities  at December  31, 2005 and 2004 (195% and 175% 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.

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.

                                      F-13


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 4. INVESTMENTS (CONTINUED):

In June,  2004 the Company  acquired  123,750  common shares of Heartland,  Inc.
valued at $12,500,  when an Officer & Director of the  Company  contributed  the
shares as additional capital for no consideration.

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.

During the year ended December 31, 2005 the Company sold 25,000 common shares of
Heartland,  Inc. for a realized gain of $26,753.  In December,  2005 the Company
sold short 10,000 common shares of Heartland, Inc. for $4,538 which was recorded
as an offset to the  Company's  position in  Heartland,  Inc.  against which the
short position was closed in January 2006.































                                      F-14


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


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, 2005 the Company had  approximately  $400,000 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,     December 31,
                                                       2005             2004
                                                ----------------   -------------
Deferred tax liability                          $       (83,000)    $  (515,385)

Deferred tax asset arising from:
         Net operating loss carryforwards               136,000          63,615
                                                ----------------   -------------
                                                         53,000        (451,770)
Valuation allowance                                     (53,000)              -
                                                ----------------   -------------

Net Deferred Taxes                              $             -    $   (451,770)
                                                ================   =============

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

                                                   December 31,     December 31,
                                                       2005             2004
                                                ----------------   -------------

Tax at federal statutory rate (34%)                  $ (394,000)   $    422,852
State income tax (5%)                                   (54,000)         62,184
Net operating loss benefit - used                             -         (34,350)
Net deferred taxes                                      451,770        (451,770)
Other book/tax differences                               (3,770)          1,084
                                                ----------------   -------------
                                                $ (           -)   $  (       -)
                                                ================   =============




                                      F-15


<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6.  NOTES PAYABLE & INTERESTE EXPENSE

                                                   December 31,     December 31,
                                                       2005             2004
                                                ----------------   -------------

Notes payable,  several parties,  unsecured,
interest 7% per annum,  payable in full when due,
maturing June, 2006 except one note of $10,001
which is in default                                    $ 55,001   $    42,500

Note payable, individual, secured by portfolio
company stock, lender also entitled to 12.5% of
shares in portfolio  company upon  acquisition,
or merger, int. 7% per annum,  payable in full
when due or upon next acquisition or merger,
maturing Feb. 10, 2006                                   75,000       150,000
                                                ----------------   -------------


Total notes payable (all current)                     $ 130,001     $ 192,500
                                                ================   =============


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, 2005 and 2004, the fair value of the notes payable approximated the
amount recorded in the financial statements.


During the years ended December 31, 2005 and 2004, the Company incurred interest
expense on notes payable of $16,073 and $32,301.





                                      F-16


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 7.  STOCKHOLDERS' EQUITY

STOCK OPTIONS AND WARRANTS

At  December  31,  2005 and 2004 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
123(r), 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 one 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

                                      F-17


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


NOTE 8. GOING CONCERN

The Company has suffered  recurring 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.


NOTE 9. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the years ended December
31,  2005,  December  31, 2004 and the period July 8, 2003  (inception)  through
December 31, 2003:

<TABLE>
<CAPTION>

                                                                                                        JULY 8, 2003
                                                                                                         (INCEPTION)
                                                                YEAR ENDED           YEAR ENDED              TO
                                                                 DEC. 31,             DEC. 31,            DEC. 31,
                                                                   2005                 2004                2003
                                                              ----------------    -----------------    ----------------

Per share information
<S>                                                           <C>                 <C>                  <C>
Net asset value, beginning of period                                     0.16                (0.02)                  -
                                                              ----------------    -----------------    ----------------

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

Net increase (decrease) in net assets
   resulting from operations (1)                                        (0.15)                0.15               (0.02)
Issuance of common stock, warrants
   and other new equity (1)                                              0.03                 0.03                0.00
                                                              ----------------    -----------------    ----------------

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

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

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

Ratios and Supplemental Data
Net assets (deficit), end of year                                     215,494              857,987            (122,822)
Common shares outstanding at end of year                            5,739,187            5,335,237           5,000,000
Diluted weighted average number of
   shares outstanding during the year                               5,541,117            5,730,996           2,500,000
Ratio of expenses to average net assets (4)                               49%                  37%                   -
Ratio of net increase (decrease) in net assets
   from operations to average net assets (4)                            -189%                 155%                   -
Average Debt Outstanding                                              194,067              175,750              79,500
Average Debt Per Share (1)                                               0.04                 0.03                0.03

</TABLE>
     (1)  Calculated   based  on  diluted  weighted  average  number  of  shares
          outstanding during the year.
     (2)  Not applicable - prior to public trading of shares
     (3)  2003 & 2004 did not start with positive net assets so cannot compute
     (4)  Average  net assets  were  negative  in 2003 so  calculation  would be
          misleading



                                      F-18

<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10. SUBSEQUENT EVENTS

Notes  Payable - As of June 30,  2006,  $100,000 in notes  payable  plus related
accrued interest are in default for lack of repayment by their due date.

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 by June 30,
2006.

                                      F-19
















<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                    AMENDED AND RESTATED FINANCIAL STATEMENTS


                            DECEMBER 31, 2003 & 2004



<PAGE>




                          INFINITY CAPITAL GROUP, INC.
                              Financial Statements



                                TABLE OF CONTENTS


                                                                 Page

REPORT OF INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM                                        F-1


FINANCIAL STATEMENTS

         Balance sheets                                           F-2
         Statements of operations                                 F-3
         Statements of changes in net assets                      F-4
         Statements of cash flows                                 F-5
         Schedule of investments                                  F-7
         Notes to financial statements                            F-10






<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  balance sheets of Infinity Capital Group,  Inc.
including the schedule of  investments as of December 31, 2003 and 2004, and the
related statements of operations,  changes in net assets and cash flows, and the
financial  highlights  for the  period  from  July 8, 2003  (inception)  through
December  31, 2003 and 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 statements referred to above present fairly, in all
material respects,  the financial position of Infinity Capital Group, Inc. as of
December  31,  2003 and 2004 and the results of its  operations,  changes in net
assets  and cash  flows for the  period  from July 8, 2003  (inception)  through
December 31, 2003 and for the year ended  December 31, 2004 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 9 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 9. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/Ronald R. Chadwick, P.C.
______________________________
Ronald R. Chadwick, P.C.
Aurora, Colorado
July 8, 2005

                                       F-1


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                    Dec. 31,          Dec. 31,
                                                                      2003              2004
                                                                  --------------    -------------

                                     ASSETS

<S>                                                               <C>               <C>
      Investments in noncontrolled affiliates (Cost: $54,600)     $           -     $  1,319,925
      Controlled Investments (Cost: 2003 - $78,987; 2004 - $121,326)     37,500          177,500
      Cash                                                               13,896              987
      Accrued receivables                                                     -           12,831
      Notes receivable - related parties                                      -           24,639
      Other receivables - related parties                                     -              510
      Other assets                                                            -              262
                                                                  --------------    -------------
TOTAL ASSETS                                                      $      51,396     $  1,536,654
                                                                  --------------    -------------

                                   LIABILITIES

      Accrued payables                                            $      15,218         $ 34,377
      Due to related parties                                                  -               20
      Notes payable                                                     159,000          192,500
      Deferred tax liability                                                  -          451,770
                                                                  --------------    -------------
TOTAL LIABILITIES                                                 $     174,218     $    678,667
                                                                  --------------    -------------

NET ASSETS (DEFICIT)                                              $    (122,822)    $    857,987
                                                                  ==============    =============

Composition of net assets
      Preferred stock, $.001 par value;
          10,000,000 shares authorized; none issued
          and outstanding                                         $           -     $          -
      Common stock, $.001 par value;
          100,000,000 shares authorized;
          5,000,000 & 5,335,237
          issued and outstanding                                          5,000            5,335
      Additional paid in capital                                          2,287          149,402
      Accumulated income (deficit)
         Accumulated net operating income (deficit)                     (88,662)        (286,067)
         Net realized gain (loss) on investments, net of tax                  -          119,588
         Net unrealized increase (decrease) of
             investments, net of deferred tax                           (41,447)         869,729
                                                                  --------------    -------------
Net Assets                                                        $    (122,822)    $    857,987
                                                                  ==============    =============

Net Asset Value Per Share                                         $       (0.02)    $       0.16
                                                                  ==============    =============
</TABLE>




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

                                       F-2
<PAGE>
                         INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                      July 8, 2003
                                                                       (Inception)
                                                                           TO                 YEAR ENDED
                                                                        DEC. 31,               DEC. 31,
                                                                          2003                   2004
                                                                     ----------------       ----------------

INVESTMENT INCOME:
<S>                                                                  <C>                    <C>
   Interest income                                                   $             6        $           341
                                                                     ----------------       ----------------
TOTAL INVESTMENT INCOME                                                            6                    341
                                                                     ----------------       ----------------

EXPENSES:
   Salaries and wages                                                              -                      -
   Management fees                                                             4,258                 36,250
   Professional fees                                                          36,750                 71,150
   Sales and marketing                                                             -                      -
   General and administrative                                                 11,638                 20,545
   Rent                                                                        9,984
   Interest expense                                                            4,985                 32,301
   Loan fees                                                                  21,053                 37,500
                                                                     ----------------       ----------------
TOTAL EXPENSES                                                                88,668                197,746
                                                                     ----------------       ----------------

NET INVESTMENT INCOME (LOSS) BEFORE TAXES                                    (88,662)              (197,405)
                                                                     ----------------       ----------------

Provision for income tax                                                           -                      -
                                                                     ----------------       ----------------

NET INVESTMENT INCOME (LOSS)                                                 (88,662)              (197,405)

REALIZED AND UNREALIZED GAINS (LOSSES):
   Net realized gain (loss) on investments, net of tax                             -                119,588
   Net change in unrealized increase (decrease),
        net of tax                                                           (41,447)               911,176
                                                                     ----------------       ----------------
NET REALIZED AND UNREALIZED GAINS (LOSSES)                                   (41,447)             1,030,764
                                                                     ----------------       ----------------

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                $      (130,109)       $       833,359
                                                                     ================       ================

Net increase (decrease) in net assets per share
  Basic                                                              $         (0.05)       $          0.16
  Diluted                                                            $         (0.05)       $          0.15
                                                                     ================       ================

Weighted average number of
common shares outstanding
  Basic                                                                    2,500,000              5,104,246
  Diluted                                                                  2,500,000              5,730,996
                                                                     ================       ================
</TABLE>

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

                                       F-3

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                                     JULY 8, 2003
                                                                                     (INCEPTION)
                                                                                          to               YEAR ENDED
                                                                                       DEC. 31,             DEC. 31,
                                                                                         2003                 2004
                                                                                   -----------------     ----------------

Changes in net assets from operations:
<S>                                                                                <C>                   <C>
     Net investment income (loss)                                                  $        (88,662)     $      (197,405)
     Net realized gain (loss) on investments, net of tax                                                         119,588
     Net change in unrealized increase (decrease),
           net of tax                                                                       (41,447)             911,176
                                                                                   -----------------     ----------------

           Net increase (decrease) in net assets from operations                           (130,109)             833,359
                                                                                   -----------------     ----------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                                  5,000                7,500
      Proceeds from issuance of warrants                                                          -                2,000
      Issuance of common stock for debt                                                           -              122,094
      Warrants Issued With Notes Payable                                                      2,267                3,356
      Paid in capital                                                                            20               12,500
                                                                                   -----------------     ----------------

           Net increase (decrease) in net assets from stock transactions                      7,287              147,450
                                                                                   -----------------     ----------------

Net increase (decrease) in net assets                                                      (122,822)             980,809
Net assets at beginning of year                                                                   -             (122,822)
                                                                                   -----------------     ----------------

Net assets at end of year                                                          $       (122,822)     $       857,987
                                                                                   =================     ================
</TABLE>













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

                                       F-4

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                     July 8, 2003
                                                                                     (INCEPTION)
                                                                                          to               YEAR ENDED
                                                                                       DEC. 31,             DEC. 31,
                                                                                         2003                 2004
                                                                                   -----------------     ----------------
Cash Flows From Operating Activities:
<S>                                                                                <C>                   <C>
     Net increase (decrease) in net assets from operations                         $       (130,109)     $       833,359

     Adjustments  to  reconcile  net  increase  (decrease)  in net  assets  from
     operations to net cash used in operating activities:
          Change in net unrealized (increase) depreciation of investments                    41,447             (911,176)
          Proceeds from disposition of investments securities                                     -              150,000
          (Gain) loss on sale of investments                                                      -             (119,588)
          Purchase of investment securities                                                (100,000)            (138,500)
          Notes receivable - related parties/sale of investment                                   -              (55,139)
          Accrued receivables                                                                     -                 (331)
          Due from related parties                                                                -                 (510)
          Other assets                                                                            -                 (262)
          Accrued payables                                                                   15,218               31,659
          Due to related parties                                                                  -                   20
          Portfolio Company Stock For Expenses                                               21,053               41,609
          Debt issuances to pay expenses                                                          -               37,500
          Stock issuance for interest expense with note payable conversion                        -                2,594
          Interest Expense For Warrants Issued With Note Payable                              2,267                3,356
                                                                                   -----------------     ----------------
               NET CASH PROVIDED BY (USED FOR)
               OPERATING ACTIVITIES                                                        (150,124)            (125,409)
                                                                                   -----------------     ----------------


</TABLE>








                         (Continued On Following Page)






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

                                      F-5

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS


                         (Continued From Previous Page)

<TABLE>
<CAPTION>
                                                                                     JULY 8, 2003
                                                                                     (INCEPTION)
                                                                                          TO               YEAR ENDED
                                                                                       DEC. 31,             DEC. 31,
                                                                                         2003                 2004
                                                                                   -----------------     ----------------
Cash Flows From Financing Activities:
<S>                                                                                         <C>                  <C>
     Proceeds from notes payable                                                            161,000              267,000
     Payments on notes payable                                                               (2,000)            (164,000)
     Sales of common stock                                                                    5,000                7,500
     Sales of warrants                                                                            -                2,000
     Paid in capital                                                                             20                    -
                                                                                   -----------------     ----------------
               NET CASH PROVIDED BY (USED FOR)
               FINANCING ACTIVITIES                                                         164,020              112,500
                                                                                   -----------------     ----------------

NET INCREASE (DECREASE) IN CASH                                                              13,896              (12,909)
CASH AT THE BEGINNING OF THE PERIOD                                                               -               13,896
                                                                                   -----------------     ----------------

CASH AT THE END OF THE PERIOD                                                              $ 13,896                $ 987
                                                                                   =================     ================

</TABLE>

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

2003: None
During the year ended  December 31, 2004, the Company  purchased  securities for
$43,000 by issuing a note payable for $12,500 and  cancelling a note  receivable
to a related party for $30,500; issued 305,237 common shares to note holders for
the conversion of $119,500 in notes payable to common stock.

SUPPLEMENTAL DISCLOSURE

                                         Income
Cash paid for:             Interest      Taxes

2003                       $        -    $       -
2004                       $   25,900    $       -



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

                                       F-6



<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               December 31, 2003

<TABLE>
<CAPTION>
<S>                <C>              <C>                                                            <C>             <C>
                     ORIGINAL
                      DATE OF                                                                         ORIGINAL           FAIR
     Shares         ACQUISITION                                                                         COST            VALUE
----------------- ----------------                                                                 --------------- -----------------

                                   COMMON STOCK IN CONTROLLED AFFILIATES -
                                   (30.53)% OF NET ASSETS

      18,000,000           Sep-03  Azonic Corporation, publicly traded over the counter,
                                   (30.53)% of net assets, telecommunications                      $       78,947  $         37,500
                                                                                                   --------------- -----------------

                                   TOTAL INVESTMENTS - (30.53)%                                    $       78,947  $         37,500
                                                                                                   =============== =================

                                     CASH AND OTHER ASSETS, LESS LIABILITIES - 130.53%                                     (160,322)
                                                                                                                   -----------------

                                     NET ASSETS AT DECEMBER 31, 2003 - 100%                                        $       (122,822)
                                                                                                                   =================
</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,  2003,  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 Azonic
     Corporation.

     The 18,000,000 common shares of Azonics Corporation owned by the Company at
     December  31, 2003 have been  retroactively  restated for a 4 for 1 forward
     stock split in 2004.





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

                                       F-7
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               December 31, 2004

<TABLE>
<CAPTION>

                    ORIGINAL
                    DATE OF                                                                           ORIGINAL           FAIR
    Shares        ACQUISITION                                                                           COST            VALUE
---------------  ---------------                                                                   --------------- -----------------
<S>              <C>              <C>                                                              <C>             <C>
                                  COMMON STOCK IN CONTROLLED AFFILIATES -
                                  20.69% OF NET ASSETS

     2,190,000           Nov-04   Satellite Organizing Solutions, Inc.,
                                  publicly traded over over the counter,
                                  20.69% of net assets, communications & business
                                  systems design and consulting                                    $      121,326  $        177,500
                                                                                                   --------------- -----------------

                                  Subtotal                                                                121,326           177,500
                                                                                                   --------------- -----------------

                                  COMMON STOCK IN NON-CONTROLLED AFFILIATES -
                                  153.84% OF NET ASSETS

       123,750           Jun-04   Heartland, Inc., publicly traded over the counter,
                                  6.63% of net assets, telecommunications                                  12,500            56,925

     4,210,000           Aug-04   Azonic Corporation, publicly traded over the counter,
                                  147.21% of net assets, telecommunications                                42,100         1,263,000
                                                                                                   --------------- -----------------

                                  Subtotal                                                                 54,600         1,319,925
                                                                                                   --------------- -----------------

                                  TOTAL INVESTMENTS - 174.53%                                      $      175,926  $      1,497,425
                                                                                                   =============== =================

                                    CASH AND OTHER ASSETS, LESS LIABILITIES - (74.53)%                                     (639,438)
                                                                                                                   -----------------

                                    NET ASSETS AT DECEMBER 31, 2004 - 100%                                         $        857,987
                                                                                                                   =================
</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 accompanying notes are an integral part of the financial statements.

                                       F-8
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               December 31, 2004
                                   (Continued)

 NOTES TO SCHEDULE OF INVESTMENTS - CONTINUED

        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, 2004, 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,   Inc.  and  more  than  10%  of  the
        outstanding common stock of Azonic Corporation.




























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

                                       F-9


<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 ("1940
Act").

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 CASH EQUIVALENTS

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

                                      F-10


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


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

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 period from July 8, 2003 (inception) to December
31, 2003, or for the year ended December 31, 2004.

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. No stock-based compensation was issued to employees for the period
from July 8, 2003  (inception)  to  December  31,  2003,  or for the year  ended
December 31, 2004.

                                      F-11


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

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

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 (i) 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.

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.

This policy  will be  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.

                                      F-12


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


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

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity  securities  owned at December 31, 2003 and 2004 (30.53%
and 174.53% 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 November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs (An Amendment
of ARB No. 43, Chapter 4)". SFAS 151 amends and clarifies  financial  accounting
and reporting for abnormal amounts of idle facility expense,  freight,  handling
costs, and wasted material (spoilage). The Company has adopted the provisions of
SFAS No. 151 which are effective in general for inventory  costs incurred during
fiscal years beginning after June 15, 2005. The adoption did not have a material
effect on the results of operations of the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing Transactions (An Amendment of FASB Statements No. 66 and 67)". SFAS
152 amends FASB 66 and 67 to reference the accounting and reporting guidance for
real  estate  time-sharing  transactions  provided  for in  AICPA  Statement  of
Position  04-2. of The Company has adopted the  provisions of SFAS No. 152 which
are effective for financial statements for fiscal years beginning after June 15,
2005.  The adoption did not have a material  effect on the results of operations
of the Company.

In December 2004, the FASB issued SFAS No. 153,  "Exchange of Nonmonetary Assets
(An Amendment of APB No. 29)".  SFAS 153 amends Opinion 29 to eliminate the fair
value  accounting  exception  for  nonmonetary  exchanges of similar  productive
assets,  and replaces that  exception with a general  exception for  nonmonetary
assets  that do not have  commercial  substance.  The  Company  has  adopted the
provisions of SFAS No. 153 which are effective in general for nonmonetary  asset
exchanges  occurring in fiscal years beginning after June 15, 2005. The adoption
did not have a material effect on the results of operations of the Company.

In March  2005,  the FASB  issued  SFAS No.  123  (revised  2004),  "Share-Based
Payment".  SFAS 123(r)  requires that the cost  resulting  from all  share-based
payment transactions be recognized in the financial statements.  The Company has
adopted the  provisions  of SFAS No.  123(r) which are  effective in general for
transactions  entered into or modified after June 15, 2005. The adoption did not
have a material effect on the results of operations of the Company.

                                      F-13


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. RELATED PARTY TRANSACTIONS

As of December 31, 2004 the Company was owed $24,639 for a note  receivable from
a related party corporation in which the Company is an investor.

The Company for the period from July 8, 2003  (inception)  to December  31, 2003
and for the year ended  December  31, 2004  incurred  expenses of  approximately
$12,750 and $36,250  respectively to a company  affiliated  through an Officer &
Director for rent and management fees.


NOTE 3. LEASE COMMITMENTS

The Company  carries a lease for office  space which  expires in June 2005.  The
lease is  noncancellable  with a monthly payment of $300. Rent expense  incurred
under the lease in 2003 and 2004 was approximately $1,500 and $3,300. Subsequent
to December 31, 2004 future minimum  payments under the lease are  approximately
$1,500,  all in 2005. The Company incurred rent expense of approximately  $8,500
in 2003 to an Officer & Director for a month to month lease.


NOTE 4. INVESTMENTS

Equity  securities  at December  31, 2003 and  December  30, 2004 ( (30.53)% and
174.53% 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.

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.




                                      F-14


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


NOTE 4. INVESTMENTS (CONTINUED):

In June,  2004 the Company  acquired  123,750  common shares of Heartland,  Inc.
valued at $12,500,  when an Officer & Director of the  Company  contributed  the
shares as additional capital for no consideration.

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.



































                                      F-15


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


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, 2003 and 2004 the Company had approximately $88,000 and $163,000
respectively 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,    December 31,
                                                     2003            2004
                                                  -----------    ----------
Deferred tax liability                          $           -   $ (515,385)

Deferred tax asset arising from:

         Net unrealized investment losses              16,164
         Net operating loss carryforwards              34,350       63,615
                                                  -----------    ----------
                                                       50,514     (451,770)
Valuation allowance                                   (50,514)           -
                                                  -----------    ----------

Net Deferred Taxes                              $           -   $ (451,770)
                                                  ===========    ==========

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


                                                 December 31,    December 31,
                                                     2003            2004
                                                  -----------    ----------


Tax at federal statutory rate (34%)             $    (44,237)   $  422,852
State income tax (5%)                                 (6,505)       62,184
Net operating loss benefit - used                          -       (34,350)
Net deferred taxes                                         -      (451,770)
Other book/tax differences                               228         1,084
Valuation allowance                                   50,514             -
                                                  -----------    ----------
                                                $    (     -)   $  (     -)
                                                 ============    ==========



                                      F-16


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6.  NOTES PAYABLE

At  December  31,  2003 and 2004 the Company  had the  following  notes  payable
outstanding:


                                                 Balances at     Balances at
                                                 December 31,    December 31,
                                                     2003            2004
                                                  -----------    ----------

Notes payable,  several parties,  unsecured,
interest 7% per annum,  payable in full when due,
maturing Sept. 2004 - March, 2005                  $ 159,000     $   42,500

Note  payable,  individual,  secured by
portfolio  company  stock,  lender also
entitled to 5% of shares in portfolio
company upon acquisition or merger,  int.
7% per  annum,  payable  in full when due
or upon next  acquisition  or  merger,
maturing Nov. 10, 2005                                     -        150,000
                                                  -----------    ----------

Total notes payable (all current)                  $ 159,000      $ 192,500
                                                  ===========    ==========


The  schedule  of  maturities  by fiscal  year for all notes  outstanding  is as
follows:

              Years ending December 31,

                  2004       $   5,000
                  2005         187,500
                 Total       $ 192,500
                             =========

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, 2003 and 2004, the fair value of the notes payable approximated the
amount  recorded in the financial  statements.  Interest  expense for the period
from July 8, 2003  (inception)  to  December  31,  2003,  and for the year ended
December 31, 2004 was $4,985 and $32,565. Costs to originate and refinance notes
payable for the period from July 8, 2003  (inception)  to December 31, 2003, and
for the year ended December 31, 2004 were $21,053 and $37,500.


                                      F-17


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 7.  STOCKHOLDERS' EQUITY


COMMON STOCK

The  Company  as of  December  31,  2003  and  2004 had  100,000,000  shares  of
authorized  common stock,  $.001 par value,  with 5,000,000 and 5,335,237 common
shares issued and outstanding at each date.

PREFERRED STOCK

The Company as of December 31, 2003 and 2004 had 10,000,000 shares of authorized
preferred stock,  $.001 par value, with no shares issued and outstanding at each
date.

STOCK OPTIONS AND WARRANTS

At  December  31,  2003 and 2004 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
123(r), 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.

At the  beginning  of fiscal year 2003,  the Company had no  non-employee  stock
options  or  warrants  outstanding.  During  2003  the  Company  issued  248,750
non-employee  Class A warrants,  allowing  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, to individuals  for interest  charges.  The fair
value of these warrants were estimated on the date of grant at $.01 per warrant.
The Company  incurred  and recorded  interest  expense  under these  warrants of
$2,267 in 2003.

At the beginning of 2004, the Company had 248,750  non-employee Class A warrants
outstanding. During 2004 the Company issued 608,000 Class A warrants and 100,000
Class C  warrants,  and  200,000  Class A  warrants  were  cancelled  and 30,000
exercised,   leaving  a  December  31,  2004  outstanding   balance  of  626,750
non-employee  warrants.  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 and 2009, and the Class C warrants allow
the  holder  to  purchase  one share of common  stock per  warrant,  exercisable
immediately at $1.50 per share with the warrant terms expiring in 2009.



                                      F-18


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 7.  STOCKHOLDERS' EQUITY (CONTINUED):


The fair value of these warrants were estimated on the date of grant at $.01 per
warrant. The Company issued 200,000 of the Class A warrants for cash, and issued
the remaining  408,000 warrants for interest  charges.  The Company incurred and
recorded interest expense under these warrants of $3,356 in 2004.



NOTE 8. GOING CONCERN


The Company has suffered  recurring 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-19
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 9. FINANCIAL HIGHLIGHTS

The following is a schedule of financial  highlights for the year ended December
31, 2004 and the period July 8, 2003 (inception) through December 31, 2003:
<TABLE>
<CAPTION>

                                                                                 July 8, 2003
                                                                                 (Inception)
                                                                                      to                 Year Ended
                                                                                   Dec. 31,               Dec. 31,
                                                                                     2003                   2004
                                                                              -------------------     ------------------
<S>                                                                           <C>                     <C>
        Per share information
        Net asset value, beginning of period                                                   -                  (0.02)
                                                                              -------------------     ------------------

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

        Net increase (decrease) in net assets
           resulting from operations (1)                                                   (0.02)                  0.15
        Issuance of common stock, warrants
           and other new equity (1)                                                         0.00                   0.03
                                                                              -------------------     ------------------

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

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

        Total Return Based Upon Net Asset Value (3)                                          N/A                    N/A

        Ratios and Supplemental Data
        Net assets (deficit), end of year                                               (122,822)               857,987
        Common shares outstanding at end of year                                       5,000,000              5,335,237
        Diluted weighted average number of
           shares outstanding during the year                                          2,500,000              5,730,996
        Ratio of expenses to average net assets (4)                                            -                    54%
        Ratio of net increase (decrease) in net assets
           from operations to average net assets (4)                                           -                   227%
        Average Debt Outstanding                                                          79,500                175,750
        Average Debt Per Share (1)                                                          0.03                   0.03

(1)  Calculated based on diluted  weighted average number of shares  outstanding
     during the year.
(2)  Not applicable - prior to public trading of shares
(3)  Did not start with positive net assets so cannot compute
(4)  Average net assets were negative in 2003 so calculation would be misleading

</TABLE>



                                      F-20
<PAGE>
                         INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 10. SUBSEQUENT EVENTS


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.

Investments  - On July 18, 2005 Azonic  Corporation  changed its name to Midland
International   Corporation.   The  value  of  the   Company's   investment   in
Azonic/Midland  has  steadily  declined  and as of June 30,  2006 was  valued at
$126,300 which is a decrease of $1,136,700 from the December 31, 2004 valuation.
The Company's valuation procedure has been revised as described in Note 2 above.

Notes Payable - During 2005 a company  affiliated  through an Officer & Director
purchased  $91,000 of the outstanding  notes payable and contributed the debt to
paid in capital for no  consideration.  As of June 30,  2006,  $100,000 in notes
payable  plus related  accrued  interest are in default for lack of repayment by
their due date.

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 by June 30,
2006.











                                      F-21