SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934

Check the appropriate box:

X Preliminary Information Statement

_ Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))

_ Definitive Information Statement

INFINITY CAPITAL GROUP, INC.
---------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

X No fee required.

__ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

__ Fee paid previously with preliminary materials.

__ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

INFINITY CAPITAL GROUP, INC.
7 Dey Street, Suite 900
New York, NY 10007

NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS

October 21, 2005

To The Shareholders of Infinity Capital Group, Inc.:

The holders of a majority of the outstanding shares of Common Stock
(the "Majority Common Shareholders", which comprise ownership of 4,559,000
shares or 80.04% of common stock out of a total of 5,695,487 total shares issued
and outstanding as of the record date of October 21, 2005) approved the adoption
of the following resolutions by written consent in lieu of a meeting pursuant to
the Business Corporation Act of the State of Maryland, to be effective on or
before November __, 2005.

The Board of Directors, including a majority of disinterested
Directors, of Infinity Capital Group, Inc. (the "Board") approved the following
actions by written consent dated as of October 21, 2005 as it believes such
actions are in the best interests of Infinity Capital Group, Inc. and its
stockholders.

1. To authorize the issuance of Class "C" Warrants which warrants
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.

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

_______________________
Gregory H. Laborde, President

-----------

WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

-----------

INFINITY CAPITAL GROUP, INC.
7 Dey Street, Suite 900
New York, NY 10007

October 21, 2005

SHAREHOLDERS ACTION

The Majority Shareholders consenting consists of GHL Group, Ltd. and
Theodore A. Greenberg.

Holders of the common stock of record as of October 21, 2005 are
entitled to submit their consent to the shareholder resolutions described in
this Information Statement, although no shareholder consents other than that of
the Majority Shareholders are required to be submitted in order for the
resolution to be adopted. The Company is not soliciting consents or proxies and
shareholders have no obligation to submit either of them. Whether or not
shareholders submit consents should not affect their rights as shareholders or
the prospects of the proposed shareholder resolutions being adopted. The
Majority Shareholders will consent to all of the shareholder resolutions
described in this Information Statement. Other shareholders who desire to submit
their consents must do so by November __, 2005, and once submitted will not be
revocable. The affirmative vote of the holders of a majority of the outstanding
common stock of the Company is required to adopt the resolutions described in
this Information Statement. Maryland law does not require that the proposed
transaction be approved by a majority of the disinterested shareholders. A total
of 5,695,487 shares of common stock are entitled to vote on the Company's
proposed transactions described in this Information Statement.

-1-

COMPANY

The Company has its executive offices at 7 Dey Street, Suite 900, New
York, NY 10007, and its telephone number is (212) 962-4400.

As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE
SHAREHOLDERS, the Company proposes to authorize the issuance of Warrants as
described, effective November __, 2005.

PROPOSED ACTION BY MAJORITY CONSENT

To authorize the issuance of Class "C" Warrants which warrants 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.

Warrants can be redeemed by the Company at any time after the closing
price of the Company's Common Stock equals or exceeds $3.00 for five consecutive
trading days. The Company 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.

The Company believes it is necessary to authorize the Warrants to be
part of a Regulation E Initial Public Offering to create units of investment for
raising capital to carry out the Company's Business Plan as a Business
Development Company.

Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
reports and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-KSB for its fiscal year ending April 30, 2005 and its transitional quarterly
report on the Form 10-QT for the quarter ending June 30, 2005 are available upon
request to: Gregory H. Laborde, President, 7 Dey Street, Suite 900, New York, NY
10007.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
October 21, 2005 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's common stock, (ii) each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Infinity Capital Group, Inc., 7 Dey Street, Suite 900, New York,
NY 10007.

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

Theodore A. Greenberg (1) Common 600,000 10.53
Chief Investment Officer Restricted
& Director

Pierce McNally Common 0 0
Director Restricted

Steven Katz Common 0 0
Advisory Director(2) Restricted

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

Conrad R. Huss Common
Director Restricted 0 0

John J. Maroney Common
Advisory Director Restricted 0 0

Wulf Rehder Common 350,358 6.15
--------- ------
Officers and Directors Common 4,559,000 80.04%
as a Group

(1) Mr. Greenberg has agreed to accept appointment as Chief Financial Officer
and Secretary effective November 15, 2005.
(2) Mr. Katz has agreed to accept appointment as Senior Vice President -
Business Development and Director effective November 15, 2005.

-3-

MANAGEMENT

The following table lists the names and ages of the executive officers
and directors of the Company. The directors will continue to serve until the
next annual shareholders meeting or until their successors are elected and
qualified. All officers serve at the discretion of the Board of Directors.

NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------

Gregory H. Laborde* 40 Chief Executive Officer
255 Warren Street, Suite 1504 and Chairman of the Board
Jersey City, New Jersey 07302

Theodore A. Greenberg* (1) 45 Chief Investment Officer
7 Dey Street, Suite 900 and Director
New York, NY 10007

Pierce McNally 57 Director
500 IDS Center
80 South Eighth Street
Minneapolis, MN 55402

Steven Katz (2) 57 Advisory Director
20 Rebel Run Drive
East Brunswick, NJ 08816

Dr. David W. Sear 60 Advisory Director
4008 Ashbrook Circle
San Jose, CA 95124

Conrad R. Huss 54 Director
3 Carpenter Court
Airmont, NY 10952

John J. Maroney 51 Advisory Director
39 Worthington Ave.
Spring Lake, NJ 07762
- ------------------------------------
* Interested Directors of Infinity within the meaning of the 1940 Act.

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

THEODORE A. GREENBERG, age 45, Director and Chief Investment Officer,
is a senior financial executive with more than 20 years experience in private
equity, consulting, industry and public accounting. Mr. Greenberg has agreed to
accept appointment as Chief Financial Officer and Secretary effective November
15, 2005. He was a General Partner and co-founder of Park Avenue Equity
Partners, LP, a $110 million private equity fund focused on the middle market.
In his five years with Park Avenue, Ted sourced, evaluated and negotiated deals
and worked extensively with portfolio companies post acquisition. Prior to
founding Park Avenue, he worked with Development Capital, LLC on direct equity
investments and served as consulting CFO to one of Development Capital's
portfolio companies. Previously, Ted directed the financial services practice at
Marcum & Kliegman, LLP, a New York Metropolitan area accounting and consulting
firm where he advised on merger and acquisition transactions, as well as
operations and taxation. From 1980 to 1993 Ted provided operations, finance and
taxation consulting services to a variety of real estate partnerships, financial
service companies and entrepreneurial ventures. He graduated with a BS in
Accounting, Cum Laude, from the State University of New York at Albany and
received an MBA in Finance & Business Policy from the University of Chicago. Mr.
Greenberg earned certification as a Certified Public Accountant in New York
State.

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

STEVEN KATZ, age 57, former Advisory Director, is President of Steven
Katz & Associates, Inc., a health care and technology-based management
consulting firm specializing in strategic planning, corporate development, new
product planning, technology licensing, and structuring and securing various
forms of financing. Mr. Katz has agreed to accept appointment as Senior Vice
President - Business Development and Director effective November 15, 2005. 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.

-6-

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.

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

Presently, Mr. Huss is a principal at 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.

-7-

JOHN J. MARONEY, appointed 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.

INDEMNIFICATION OF DIRECTORS

Under the Maryland Business Corporation Act and the Company's Articles
of Incorporation, as amended, the Company's directors have no personal liability
to the Company or its stockholders for monetary damages incurred as the result
of the breach or alleged breach by a director of his "duty of care". This
provision does not apply to the directors' (i) acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) approval of any transaction from which a director
derives an improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

-8-

BOARD COMMITTEES

The Board of Directors does not currently maintain an Audit Committee
or a Compensation Committee, but plans to appoint an Audit Committee and a
Compensation Committee in the near future. The Board acts as the Audit
Committee. During the fiscal year ended April 30, 2005, the Board of Directors
held numerous meetings.

COMPENSATION OF DIRECTORS

SUMMARY COMPENSATION TABLE OF DIRECTORS

(TO OCTOBER 21, 2005)

Cash Compensation Security Grants
Name Annual Retainer Meeting Fees Consulting Number of Number of Securities
Fees ($) ($) Fees/Other Fees ($) Shares (#) Underlying Options/SARs(#)
- ------------------------------------------------------------------------------------------------------------------------------

A. Gregory H. Laborde (1) 0 0 0 0 0
B. Theodore A. Greenberg (1) 0 0 0 0 0
C. Pierce McNally (1) 0 0 0 0 0
D. Steven Katz (1) 0 0 0 0 0
E. Dr. David W. Sear (1) 0 0 0 0 0
F. Wesley F. Whiting (2) 0 0 0 0 0
G. Conrad R. Huss (3) 0 0 0 0 0
H. John J. Maroney (4) 0 0 0 0 0

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

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

(3) Appointed Director on October 12, 2005.

(4) Appointed Advisory Director on October 12, 2005.

-9-

EXECUTIVE COMPENSATION

Cash Compensation.

Compensation paid for all services provided up to October 21, 2005 (1)
to each of our executive officers and (2) to all officers as a group.

SUMMARY COMPENSATION TABLE OF EXECUTIVES

Annual Compensation Awards
=================================================================================================================================

Name and Principal Securities Underlying
Position Salary ($) Bonus ($) Other Annual Restricted Stock Options/SARs(#)
Year Compensation ($) Award(s)($)
- -----------------------------------------------------------------------------------------------------------------------------------
Gregory H. Laborde,(1) 2005 0 0 0 0 0
President & CEO ---------------------------------------------------------------------------------------------------------
2004 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------------------
Jerry Gruenbaum,(1) 2005 0 0 0 0 0
Secretary & Interim CFO ---------------------------------------------------------------------------------------------------------
(terminated 10/12/05) 2004 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------------------
Theodore A. Greenberg, 2005 0 0 0 0 0
(1) Chief Investment ---------------------------------------------------------------------------------------------------------
Officer 2004 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------------------
Wesley F. Whiting, (2) 2005 0 0 0 0 0
former Secretary/ ---------------------------------------------------------------------------------------------------------
Treasurer 2004 0 0 0 0 0
---------------------------------------------------------------------------------------------------------
2003 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------------------

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

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

OPTIONS GRANTED IN LAST FISCAL YEAR

No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.

-10-

FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES

No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.

EMPLOYMENT AGREEMENT

The Company has not entered into any employment agreements with its
executive officers to date. The Company may enter into employment agreements
with them in the future.

CERTAIN RELATIONSHIPS AND RELATED 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 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.

-11-

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

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

Jerry Gruenbaum, former Corporate Secretary and Interim Chief Financial
Officer, has been paid on a per diem for legal work performed on behalf of the
Corporation, through his law firm SEC Attorneys, LLC. Such fees are on a month
to month basis and there are currently no long term employment contracts in
place.

INDEPENDENT AUDITORS

The Board of Directors has authorized the firm of Larry O'Donnell, CPA,
PC ("O'Donnell"), independent certified public accountants, to serve as
independent auditors for the fiscal year ended December 31, 2005.

SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES

An Annual Shareholders Meeting is proposed to be held in early July
2006. Any proposal that a shareholder intends to present at the Company's 2006
Annual Meeting should have been received at the Company's principal executive
office no later than February 28, 2006. Any such proposal must comply with Rule
14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange
Commission. Shareholder proposals should be addressed to the Secretary of the
Company.

-12-

Nominations for directors to be elected at the 2006 Annual Meeting,
other than those made by the Board of Directors, should be submitted to the
Secretary of the Company no later than February 28, 2006. The nomination should
include the full name of the nominee and a description of the nominee's
background in compliance with Regulation S-K of the reporting rules of the
Securities and Exchange Commission.

OTHER MATTERS

The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.

UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO GREGORY H. LABORDE,
PRESIDENT, INFINITY CAPITAL GROUP, INC., 7 DEY STREET, SUITE 900, NEW YORK, NY
10007, AND ITS TELEPHONE NUMBER IS (212) 962-4400, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE.

INFINITY CAPITAL GROUP, INC.

- ------------------------------------------------
Gregory H. Laborde, President and Chairman of the Board

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