UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition period from _______________ to ______________
COMMISSION FILE NUMBER: 814-00708
INFINITY CAPITAL GROUP, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 16-1675285
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 962-4400
---------------------------
Registrant's telephone number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes[_X_] No[__]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).
Large accelerated filer [___] Accelerated filer [___]
Non-accelerated filer [___] Smaller reporting company [_X_]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes[__] No[_X_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
As of November 13, 2008 the number of shares outstanding of the registrant's
class of common stock was 6,472,899.
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 2
Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007 (audited) 3
Statements of Operations (unaudited) for the three and nine months ended
September 30, 2008 and September 30, 2007 4
Statements of Cash Flows (unaudited) for the nine months ended
September 30, 2008 and September 30, 2007 5
Schedule of Investments as of September 30, 2008 (unaudited) 6
Statements of Changes in Net Assets for the nine months ended September
30, 2008 (unaudited) and the year ended December 31, 2007 (audited) 7
Notes to Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
Item 4T. Controls and Procedures 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - NOT APPLICABLE 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults upon Senior Securities - NOT APPLICABLE 19
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information - NOT APPLICABLE 20
Item 6. Exhibits 20
Signatures 21
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
For financial information, please see the financial statements and the notes
thereto, attached hereto and incorporated by this reference.
The financial statements have been adjusted with all adjustments which, in the
opinion of management, are necessary in order to make the financial statements
not misleading.
The financial statements have been prepared by Infinity Capital Group, Inc.
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnotes disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all the adjustments which, in the opinion of management, are necessary
for a fair presentation of financial position and results of operations. All
such adjustments are of a normal and recurring nature. These financial
statements should be read in conjunction with the audited financial statements
at December 31, 2007, included in the Company's Form 10-KSB.
2
INFINITY CAPITAL GROUP, INC.
Balance Sheets
September December
30, 2008 31, 2007
--------------- --------------
(Unaudited) (Audited)
Assets
Investments in noncontrolled affiliates (Cost - $229,389 and $94,064) $1,526,309 $ 94,660
Controlled Investments (Cost - $232,000 and $136,326) 319,313 200,809
Promissory Note 27,477 50,000
Cash 130 67,609
Deferred offering costs 4,608 36,664
Other assets 11,676 6,991
--------------- --------------
Total assets $1,889,513 $456,733
=============== ==============
Liabilities
Accounts payable and credit cards $ 265,597 $193,932
Accrued interest and expenses payable 52,672 26,027
Deferred Taxes Payable 171,648 -
Notes payable 253,000 132,020
--------------- --------------
Total liabilities 742,917 351,979
--------------- --------------
Net Assets $1,146,596 $104,754
=============== ==============
Composition of net assets
Preferred stock, $0.001 par value,
10,000,000 shares authorized,
none issued or outstanding
Common Stock. $0.001 par value,
100,000,000 shares authorized
6,472,899 and 6,170,774 issued and outstanding $ 6,473 $ 6,171
September 30, 2008 and December 31, 2007, respectively
Additional paid-in capital 755,671 534,892
Accumulated income (deficit)
Accumulated net operating (deficit) (717,158) (695,859)
Net realized gain on investments, net of tax 178,884 207,466
Net unrealized increase of investments, net of tax 922,726 52,084
--------------- --------------
Net Assets $1,146,596 $104,754
=============== ==============
Net Asset Value Per Share $ 0.18 $ 0.02
=============== ==============
The accompanying notes are an integral part of the financial statements.
3
INFINITY CAPITAL GROUP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2008 2007 2008 2007
------------- -------------- ------------- --------------
Investment Income
Investment fees - - - -
Interest Income 466 10 932 11
Consulting fees - - - 100,000
Other - - - -
------------- -------------- ------------- --------------
Total Investment Income 466 10 932 100,011
------------- -------------- ------------- --------------
Expenses
Salaries and wages 6,000 - 18,000 -
Director Fees 56,205 - 56,205 -
Management fees 10,057 6,780 35,291 31,784
Professional fees 34,686 11,052 83,776 32,198
Insurance (3,145) 10,930 1,374 36,284
General and administrative 12,441 10,255 36,546 30,432
Interest & Settlement Costs 5,336 4,345 53,178 8,277
------------- -------------- ------------- --------------
Total Expenses 121,580 43,362 284,370 138,975
------------- -------------- ------------- --------------
Net Investment Income (Loss) before taxes (121,114) (43,352) (283,438) (38,964)
------------- -------------- ------------- --------------
Provision for income tax (40,541) - (262,139) -
------------- -------------- ------------- --------------
Net investment income (loss) (80,573) (43,352) (21,299) (38,964)
Net realized and unrealized gains (losses):
Net realized gain (loss) on investments
net of tax (36,465) - (28,582) -
Net change in unrealized increase (decrease),
net of tax (103,103) (79,276) 870,642 (13,993)
------------- -------------- ------------- --------------
Net realized and unrealized gains (losses) (139,568) (79,276) 842,060 (13,993)
------------- -------------- ------------- --------------
Net increase (decrease) in net assets
from operations $(220,141) $(122,628) $ 820,761 $ (52,957)
============= ============== ============= ==============
Net increase (decrease) in net assets per share
from continuing operations
Basic $ (0.03) $ (0.02) $ 0.13 $ (0.01)
Diluted $ (0.03) $ (0.02) $ 0.13 $ (0.01)
============= ============== ============= ==============
Weighted average number of shares outstanding
Basic 6,467,396 6,045,774 6,335,952 6,028,198
Diluted 6,467,396 6,045,774 6,376,452 6,028,198
============= ============== ============= ==============
The accompanying notes are an integral part of the financial statements.
4
INFINITY CAPITAL GROUP, INC.
Statement of Cash Flows
(Unaudited)
For the Nine Months ended
September 30,
2008 2007
----------- -----------
Cash Flows from Operating Activities:
Net increase (decrease) in net assets from operations $ 820,761 $ (52,957)
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 investment (1,319,155) 13,993
Proceeds from disposition of investment securities 63,710 -
Net realized loss on investments, pre-tax 43,308 -
Investment securities received for services - (85,000)
Net purchase of investments (338,016) -
Loan receivable 22,523 (50,000)
Depreciation and amortization 730 97
Deferred offering costs 32,056 (7,239)
Grant of stock options to directors 56,205 -
Other assets (5,415) (3,169)
Accounts payable and credit cards 71,665 35,434
Accrued interest and expenses payable 26,645 14
Deferred taxes payable 171,648 -
Deposits payable - 80,072
----------- -----------
Net cash used by operating activities (353,335) (68,755)
----------- -----------
Cash Flows from Financing Activities
Proceeds from notes payable 145,980 10,519
Payments on notes payable (25,000) -
Stock issued to purchase investment 82,000 -
Stock issued pursuant to settlement 39,840 -
Sale of stock, net of offering costs 43,036 45,868
----------- -----------
Net cash provided by financing activities 285,856 56,387
----------- -----------
Decrease in Cash (67,479) (12,368)
----------- -----------
Cash and Cash Equivalents - Beginning of Period 67,609 13,168
Cash and Cash Equivalents - end of Period $ 130 $ 800
=========== ===========
The accompanying notes are an integral part of the financial statements.
5
INFINITY CAPITAL GROUP, INC.
SCHEDULE OF INVESTMENTS
September 30, 2008
(Unaudited)
Original
Date of Original Fair
Shares Warrants Acquisition Cost Value
- --------------------------------------- ------------ ------------
Common stock in controlled affiliates, 28%
of net assets
6,203,960 Jun-08 NPI08, Inc. publicly traded over the counter, $232,000 $ 319,313
28% of net assets, education and college
preparation company (1)
------------ ------------
Subtotal $232,000 $ 319,313
------------ ------------
Noncontrol Affiliate Investments, 133% of
net assets
528,125 (2) Nov-04 Strategic Environmental & Energy Resources, Inc. $115,198 $1,109,287
125,000 (3) Mar-08 publicly traded over the counter, 81,526 262,553
125,000 Mar-08 provider of technology-based industrial services 24,490 144,144
in the environmental, energy and rail transport,
132% of net assets (4)
817,500 Aug-04 Lumonall, Inc. publicly traded over the counter, $ 8,175 $ 10,325
global supplier of photoluminescent products,
1% of net assets (5)
------------ ------------
Subtotal $229,389 $1,526,309
------------ ------------
TOTAL INVESTMENTS $461,389 $1,845,622
============ ============
- -----------------------------------
(1) Acquired for a total of $150,000 cash and 102,500 shares of Infinity common
stock
(2) Company reverse split the stock at 1 for 4 shares on January 22, 2008
(3) Note plus $50,000 cash exchanged for Shares and Warrants of SENR
(4) Formerly Satellite Organizing Systems, Inc.
(5) Formerly Midland International Corporation
The accompanying notes are an integral part of the financial statements.
6
INFINITY CAPITAL GROUP, INC.
Statements of Changes in Net Assets
NINE-MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DEC. 31,
2008 2007
------------------ -------------------
(UNAUDITED) (AUDITED)
Changes in net assets from operations:
Net investment income (loss) $ (21,299) $ (21,327)
Net realized gain (loss) on investments, net of tax (28,582) 32,816
Net change in unrealized increase (decrease), net of tax 870,642 20,324
------------------ -------------------
Net increase (decrease) in net assets from operations 820,761 31,813
------------------ -------------------
CAPITAL STOCK TRANSACTIONS:
Net Proceeds from issuance of common stock 164,876 109,596
Issuance of common stock for debt - 36,272
Grant of director stock options 56,205 -
------------------ -------------------
Net increase (decrease) in net assets from stock transactions 221,081 145,868
------------------ -------------------
Net increase (decrease) in net assets 1,041,842 177,681
Net assets at beginning of year 104,754 (72,927)
------------------ -------------------
Net assets at end of period $ 1,146,596 $ 104,754
================== ===================
The accompanying notes are an integral part of the financial statements
7
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
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 ("1040
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.
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position as of
September 30, 2008, and the results of operations and cash flows for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. These financial
statements should be read in conjunction with the audited financial statements
and related notes and schedules included in the Company's 2007 Annual Report
filed dated December 31, 2007. The results of operations for the nine months
ended September 30, 2008 and 2007 are not necessarily indicative of the
operating results for the full years.
ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS, or SFAS No. 141R. SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations we engage in will be recorded and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon acquisitions at that time. We are still assessing the
impact of this pronouncement.
8
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (continued)
ACCOUNTING PRONOUNCEMENTS (continued)
Effective January 1, 2008, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS as it relates to financial
assets and liabilities recognized or disclosed on a recurring basis. The
effective date of this Statement for non-financial assets and liabilities that
are not recognized or disclosed on a recurring basis has been delayed to fiscal
years beginning after November 15, 2008. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value
measurements. The adoption of the effective portion of SFAS No. 157 expanded the
Company's disclosures regarding the fair value measurements of its investments.
Effective January 1, 2008, the Company adopted SFAS No. 159, THE FAIR VALUE
OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES - including an amendment
of FASB Statement No. 115. SFAS No. 159 expands the use of fair value
measurement by permitting entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. The Company's most significant financial
instruments are its investments, which are currently carried at fair value. The
Company did not elect the fair value option under SFAS No. 159 for any other of
its financial assets or liabilities.
In December 2007, the FASB issued SFAS No. 160, "NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS--AN AMENDMENT OF ARB NO. 51, OR SFAS NO. 160".
SFAS No. 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.
In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 161 requires additional disclosures
related to the use of derivative instruments, the accounting for derivatives and
the financial statement impact of derivatives. SFAS No. 161 is effective for
fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161
will not impact the Company's financial statements.
In April 2008, the FASB issued FSP FAS 142-3, "DETERMINATION OF THE USEFUL LIFE
OF INTANGIBLE ASSETS" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under FASB Statement
No. 142, "Goodwill and Other Intangible Assets". FSP FAS 142-3 also requires
expanded disclosure related to the determination of intangible asset useful
lives. FSP FAS 142-3 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The Company does not expect that the adoption of FSP FAS 142-3 will have
a material effect on its results of operations or financial condition.
In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 "ACCOUNTING
FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON CONVERSION
(INCLUDING PARTIAL CASH SETTLEMENT)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or
other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008 on a retroactive
basis and will be adopted by the Company in the first quarter of fiscal 2009.
The Company does not expect the adoption of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.
9
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
In June 2008, the FASB issued FSP EITF 03-6-1, "DETERMINING WHETHER INSTRUMENTS
GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES." This
FSP provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. The FSP is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Upon adoption, companies are
required to retrospectively adjust earnings per share data (including any
amounts related to interim periods, summaries of earnings and selected financial
data) to conform to provisions of this FSP. The Company does not anticipate the
adoption of FSP EITF 03-6-1 will have a material impact on its results of
operations, cash flows or financial condition.
NOTE 2 - INVESTMENTS
As of September 30, 2008, the Company has made investments in five target
companies that total approximately $593,000 in funded capital. We have completed
the following transactions:
PORTFOLIO COMPANY DATE INVESTMENT COST
- ------------------------------------------------------------------------------------------------------
Strategic Environmental & Energy Resources, Inc.* November 2004 Common stock $ 121,336
Strategic Environmental & Energy Resources, Inc.* March 2008 Common stock 75,510
Strategic Environmental & Energy Resources, Inc.* March 2008 Warrants 24,490
Heartland, Inc. September 2004 Common Stock 12,500
Fluid Media Networks May 2007 Common Stock 85,000
Lumonall, Inc.** August 2004 Common stock 42,100
NPI08 June 2008 Common Stock 232,000
------------
Total $ 592,936
- --------------------------------
* In January 2008, Satellite Organizing Solutions, Inc. changed its name to
Strategic Environmental & Energy Resources, Inc.
** On July 18, 2005, Azonic Corporation changed its name to Midland
International Corporation. On August 16, 2007, Midland International
Corporation changed its name to Lumonall, Inc.
In September 2008, the Company acquired an 87.5% interest in NPI08 for $232,000
consisting of 102,500 shares in the Company's stock valued at $82,000 and
$150,000 cash. NPI08 is a publicly traded shell which the Company intends to
hold for possible future merger or acquisition.
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 rather 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.
10
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
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 became effective for the quarter ending September 30, 2006. Previous
to adopting this process management communicated informally with the independent
valuation firm whose report was submitted to the board of directors for review
and comment. The audit committee was formed in April 2006 and has reviewed the
valuation reports and financial statements beginning with the quarter ended
March 31, 2006.
Without a readily available market value, the 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 September 30, 2008 and December 31,
2007 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.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company during the nine months ended September 30, 2008 and 2007, incurred
expenses of approximately $35,291 and $31,784, respectively, to a company
affiliated through an Officer & Director for management fees and expenses.
NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE
During the nine months ended September 30, 2008, the Company retired notes
payable in the amount of $24,020 owed to GHL Group, Inc., a company affiliated
through an Officer & Director.
During the nine months ended September 30, 2008 the Company issued a new note
for $120,000, bearing interest at 7% to Theodore A. Greenberg, an officer of the
Company.
During the nine months ended September 30, 2008, the Company issued and retired
a 30-day interest-free note for $25,000, in connection with the purchase of
common stock in NPI08, Inc. and issued a new note to an individual investor
bearing interest at 7% for $25,000.
11
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE (continued)
Additionally, the Company reached a settlement agreement with two note holders
on past due loans calling for the Company to immediately pay $50,000 in cash and
issue 100,000 shares on the Company's common stock. The note holders are still
owed $75,000 and in accordance with the loan terms received 78,125 shares in
Strategic Environmental & Energy Solutions, Inc. The value of the shares issued
to the note holders was charged as an expense and is included in the Statement
of Operations on the interest expense and settlement costs line. As of September
30, 2008, $253,000 in notes payable plus related accrued interest of $14,182 are
in default for lack of repayment by their due date. Of this amount, $75,000 of
the notes payable in default are secured by the Company's investment in
Strategic Environmental & Energy Solutions, Inc. During the nine month period
ended September 30, 2008, the Company incurred interest expense and settlement
costs on notes payable of $53,178.
NOTE 5 - STOCKHOLDERS' EQUITY
During the nine months ended September 30, 2008, the Company issued 100,000
shares as part of the settlement agreement described in Note 4.
During the nine months ended September 30, 2008, the Company raised $79,700
through the sale of 99,625 shares of its common stock under its Regulation E
offering.
During the nine months ended September 30, 2008, the Company charged $36,664 in
offering costs related to the full term of its Regulation E offering against
Additional Paid in Capital.
During the nine months ended September 30, 2008, the Company issued 102,500
shares of its common stock in connection with the purchase of common stock in
NPI08, Inc. The shares issued had a value of $82,000.
During the nine months ended September 30, 2008, the Company granted to 404,000
stock options to non-employee directors that were valued at $56,205 and added to
additional paid in capital.
NOTE 6 - STOCK BASED COMPENSATION PLANS
The Company accounts for stock-based compensation in accordance with SFAS No.
123R, "Share-Based Payment," using the fair value recognition provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation." The Company recognized
expense under SFAS No. 123R in the amount of $56,205 for the nine months ended
September 30, 2008. Since all options granted in the period immediately vest,
the entire cost of the options was recorded in the period. The related impact on
basic and diluted earnings per share for the nine months ended September 30,
2008 was $0.01 per share. There was no impact on the Company's cash flow.
The Company's stock incentive plan is the Infinity Capital Group, Inc. 2008
Stock Option Plan (the "Plan") which is shareholder approved. The Plan provides
for the grant of non-qualified stock options to selected employees and
directors. The Plan is administered by the Compensation Committee of the Board
and authorizes the grant of options 970,934. The Compensation Committee
determines which eligible individuals are to receive options or other awards
under the Plan, the terms and conditions of those awards, the applicable vesting
schedule, the option price and term for any granted options, and all other terms
and conditions governing the option grants and other awards made under the
Plans.
12
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
NOTE 6 - STOCK BASED COMPENSATION PLANS (continued)
The fair value of each option award was estimated on the date of grant using the
Black-Scholes option valuation model using the assumptions noted as follows:
since the Company's stock had not begun trading at the time of grant, expected
volatility was based on historical volatility of the Willshire 5000 stock index.
The expected term of options granted was determined using the simplified method
under SAB 107 and represents one-half the exercise period. The risk-free rate is
calculated using the U.S. Treasury yield curve, and is based on the expected
term of the option. Since the initial grant of options immediately vest, the
Company has estimated there will be no forfeitures.
During the nine months ended September 30, 2008, 404,000 options were granted,
all to the Company's non-employee director,. The Black-Scholes option pricing
model was used with the following weighted-average assumptions for options
granted during the nine months ended September 30, 2008:
Risk-free interest rate 3.16%
Expected option life 5.0 years
Expected volatility 9.91%
Expected dividend yield 0.0%
Further information relating to stock options is as follows:
Weighted
Weighted Average
Number Average Remaining
of Exercise Contract
Shares Price Life (years)
-------------- --------- ------------
Outstanding options at December 31, 2007 - $ -
Granted 404,000 0.80 9.85
Exercised - - -
Forfeited/expired - - -
-
-------------- --------- ------------
Outstanding options at September 30, 2008 404,000 $ 0.80 9.85
-------------- --------- ------------
Exercisable on September 30, 2008 404,000 $ 0.80 9.85
The options have a contractual term of ten years. The aggregate intrinsic value
of shares outstanding and exercisable was $0 at September 30, 2008, as the
market price of the Company's common stock was below the weighted-average
exercise price of all of the options. Total intrinsic value of options exercised
was $0 for the three months ended September 30, 2008 as no options were
exercised during this period.
At September 30, 2008, shares available for future stock option grants to
employees and directors under the 2008 Stock Option Plan were 566,934.
13
INFINITY CAPITAL GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
NOTE 7 - EMPLOYMENT CONTRACTS
On April 20, 2006 Gregory Laborde and Theodore A. Greenberg signed employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg has agreed to reduced compensation of $2,000 per month until the
Company has completed its planned Regulation E offering for at least $1,500,000
and to defer a proportionate amount of his compensation if the offering raises
less than $3,000,000. Such deferral until the Company has raised additional
capital or sufficient income from fees and/or investments is achieved. In lieu
of Mr. Laborde's salary, management fees have been paid to a company he is
affiliated with. These fees have been in an amount lower than the contractual
amount. Mr. Laborde and Mr. Greenberg have agreed to waive all salary amounts
due under their contracts which were not paid or accrued by September 30, 2008.
NOTE 8 - FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the nine months ended
September 30, 2008 and the year ended December 31, 2007.
NINE MONTHS YEAR ENDED
ENDED SEPT 30, DEC. 31,
2008 2007
----------------- ------------------
Per share information
Net asset value, beginning of period 0.02 (0.01)
----------------- ------------------
Net investment income (loss) (1) (0.00) (0.00)
Net realized and unrealized gain (loss) (1) 0.13 0.01
----------------- ------------------
Net increase (decrease) in net assets
resulting from operations (1) 0.13 0.01
Issuance of common stock, warrants
and other new equity (1) 0.03 0.02
----------------- ------------------
Net asset (deficit) value, end of period 0.18 0.02
================= ==================
Per share market value, end of period (2) $ 0.80 N/A
Total Return Based Upon Net Asset Value (3) 674% N/A
Ratios and Supplemental Data
Net assets (deficit), at end of period 1,146,596 104,754
Common shares outstanding at end of period 6,472,899 6,170,774
Diluted weighted average number of
shares outstanding during the year 6,376,452 6,103,745
Ratio of expenses to average net assets (4)(5) 46% 1531%
Ratio of net increase (decrease) in net assets
from operations to average net assets (4)(5) 132% 314%
Average Debt Outstanding 205,255 134,509
Average Debt Per Share (1) 0.03 0.02
- -------------------------------
(1) Calculated based on diluted weighted average number of shares
outstanding during the period.
(2) Trading began in 2008
(3) 2007 did not start with positive net assets so cannot compute
(4) Average net assets were low in 2007 resulting in calculation out of
scale
(5) Annualized for interim period
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND
BECAUSE WE DESIRE TO TAKE ADVANTAGE OF, THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING
CERTAIN FORWARD LOOKING STATEMENTS IN THE FOLLOWING DISCUSSION AND ELSEWHERE IN
THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF, WHETHER OR NOT
IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS NOT BASED ON HISTORICAL INFORMATION AND WHICH RELATE
TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER DEVELOPMENTS.
FORWARD LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS
THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE
UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY
OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE SUBJECT TO CHANGE.
THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING
STATEMENTS MADE BY, OR ON OUR BEHALF. WE DISCLAIM ANY OBLIGATION TO UPDATE
FORWARD-LOOKING STATEMENTS.
OVERVIEW
Infinity Capital Group is a non-diversified, closed-end management investment
company that has elected to be treated as a Business Development Company ("BDC")
under the Investment Company Act of 1940 ("1940 Act"). As a BDC, the Company
must be primarily engaged in the business of furnishing capital and making
available managerial assistance to companies that generally do not have ready
access to capital through conventional financial channels. Such companies are
termed "portfolio" companies. On September 10, 2008, the Company commenced
trading on the OTC Bulletin Board under the symbol ICGP.
During the nine months ended September 30, 2008, we acquired 6,203,960 shares of
NPI08, Inc. The shares were purchased for a combination of $150,000 cash and
102,500 shares of our common stock valued at $82,000. In connection with the
purchase, we issued a $25,000 promissory note to the escrow agent for the
transaction which was paid off during the three months ended September 30, 2008.
NPI08, Inc. was formerly involved in education and college preparation. NPI08,
Inc. trades on the pink sheets under the symbol "NPIE." On October 31, 2008,
NPIE signed a merger and investment term sheet with Infotech Global Inc. a
privately held Piscataway, NJ based profitable Bio Informatics technology firm.
The Company has no plans at this time for purchases or sales of fixed assets
which would occur in the next twelve months.
The Company has no expectation or anticipation of significant changes in number
of employees in the next twelve months; it may acquire or add employees of an
unknown number in the next twelve months.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2007.
During the three-month period ending September 30, 2008, the Company had $466
investment income compared to none for the same period in 2007.
During the three months ended September 30, 2008, the Company realized $36,465
in losses, net of tax benefit, from sale of investments compared to $0 for the
three months ended September 30, 2007. The realized losses are from the
Company's sale of its investment in Fluid Music Canada, Inc. at a price below
the price at which the shares were valued at when received for consulting
services.
15
The Company had a decrease in change in unrealized gains from investments, net
of tax, of $(103,103) during the three months ended September 30, 2008 compared
to a decrease in the change in unrealized gains from investments, net of tax, of
$(79,276) during the three months ended September 30, 2007. The decrease in
change in unrealized gains from investments during the three months ended
September 30, 2008 is largely a result of the Company's investment in Strategic
Environmental & Energy Solutions.
The Company's deferred tax liability decreased by $112,440 during the three
months ended September 30, 2008, which relates to a decrease in unrealized gains
on the Company's holdings in Strategic Environmental & Energy Solutions and the
tax benefit of the Company's net investment loss. The deferred tax amount is
after allowing for the Company's net operating losses which had accumulated
since inception.
During the three months ended September 30, 2008, the Company incurred expenses
for professional fees in the amount of $34,686 compared to $11,052 during the
three months ended September 30, 2007. The increase of $23,634 is partially due
to fees related to setting up the Company's stock option plan.
The reversal of outstanding accruals resulted in a negative balance in insurance
expense for the three months ended September 30, 2008 compared to $10,930 in
insurance expense during the three months ended September 30, 2007. Insurance
costs consist mainly of costs related to Directors and Officers insurance. The
Company has reduced coverage levels on insurance to more appropriate levels
resulting in a reduction in insurance costs.
During the three months ended September 30, 2008, the Company incurred
management fees and officers' salaries totaling $16,057 compared to $6,780
during the three months ended September 30, 2007. The increase was primarily due
to accrual for salary to Theodore A. Greenberg at the rate of $2,000 per month
which started in January 2008.
During the three months ended September 30, 2008, the Company incurred
director's fees of $56,205 compared to $0 for the three months ended September
30, 2007. This cost is the value of stock options granted to directors in August
2008.
Other general and administrative expenses for the three months ended September
30, 2008 totaled $12,441 compared to $10,255 during the three months ended
September 30, 2007.
The Company had a net decrease in net assets from operations of $(220,141) for
the three-month period ending September 30, 2008 as compared to a net decrease
in net assets from operations of $(122,628) for the three-month period ending
September 30, 2007. This represents an additional decrease of $(97,513). The
decrease in net assets per share from operations for the three months ended
September 30, 2008 was $(0.03) compared to a decrease of $(0.02) for the three
months ended September 30, 2007.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2007.
During the nine months ended September 30, 2008, the Company had investment
income of $932 compared to $100,011 for nine months ended September 30, 2007.
The decrease of $99,079 was due to non recurring consulting services to Fluid
Media Networks for which the Company received $15,000 in cash and $85,000 in
stock during the nine months ended September 30, 2007.
During the nine months ended September 30, 2008, the Company realized $(28,582)
in losses, net of tax benefit, from sale of investments compared to $0 for the
nine months ended September 30, 2007. The realized losses are from the Company's
sale of its investment in Fluid Music Canada, Inc. at a price below the price at
which the shares were valued at when received for consulting services.
During the nine months ended September 30, 2008, the Company had an increase in
change in unrealized gains from investments, net of tax, of $870,642 compared to
a decrease of $(13,993) for the nine months ended September 30, 2007. The
increase in change in unrealized gains from investments during the nine months
ended September 30, 2008 is largely a result of the Company's investment in
Strategic Environmental & Energy Solutions.
16
The Company incurred $171,648 in deferred taxes during the nine months ended
September 30, 2008, which relates to unrealized gains on the Company's holdings
in Strategic Environmental & Energy Solutions. The deferred tax amount is after
allowing for the Company's net operating losses which had accumulated since
inception.
The Company incurred expenses for professional fees in the amount of $83,776
during the nine months ended September 30, 2008 compared to $32,198 for the nine
months ended September 30, 2007. The increase of $51,578 is due to consulting
services related to the Company's investment in Strategic Environmental & Energy
Solutions and fees related to setting up the Company's stock option plan.
The Company incurred insurance costs of $1,374 for the nine months ended
September 30, 2008 compared to $36,284 for the nine months ended September 30,
2007. The majority of the insurance costs are for Directors and Officers
insurance. The Company has reduced coverage levels on insurance to more
appropriate levels resulting in a reduction in insurance costs.
During the nine months ended September 30, 2008, the Company incurred management
fees and officers' salaries totaling $53,291 compared to $31,784 during the nine
months ended September 30, 2007. The increase was primarily due to accrual of
salary to Theodore A. Greenberg, an officer and director of the Company, at the
rate of $2,000 per month which started in January 2008.
During the nine months ended September 30, 2008, the Company incurred director's
fees of $56,205 compared to $0 for the nine months ended September 30, 2007.
This cost is the value of stock options granted to directors in August 2008.
Other general and administrative expenses for the nine-month period ending
September 30, 2008, totaled $36,546 compared to $30,432 for the same nine-month
period ending September 30, 2007.
The Company had a net increase in net assets from operations of $820,761 for the
nine months ended September 30, 2008 as compared to a net decrease of $(52,957)
for the nine months ended September 30, 2007. This represents a positive change
of $873,718. The increase in net assets per share from operations for the nine
months ended September 30, 2008 was $0.13 compared to a decrease of $(0.01) for
the nine months ended December 31, 2007.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash on hand of $130 at September 30, 2008. The Company owns
stock in three small public companies which it may sell in increments for
capital. The Company has current liabilities of $571,269. The Company expects to
raise capital in connection with its proposed Regulation E offering and
anticipates that the funds available from this offering and sale of stock
investments would provide required working capital for the next twelve months.
The notes payable of the Company decreased during the quarter from $278,000 to
$253,000 and are included in current liabilities.
GOING CONCERN
Prior to 2008, the Company had accumulated significant losses from operations
and in all likelihood will be required to make significant future expenditures
in connection with continuing acquisition and marketing efforts along with
general administrative expenses. The Company's most valuable assets are
investment securities with limited liquidity. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management
plans to fund operations of the Company through advances from existing
shareholders and the sale of its securities including as part of the Company's
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.
17
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. The Company plans to file a new Regulation E offering circular with
the Securities and Exchange Commission in the fourth quarter of 2008 and will
actively seek additional capital.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures 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
September 30, 2008 (the "Evaluation Date") concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were effective to ensure
that material information relating to the Company would be made known to them by
individuals within those entities, particularly during the period in which this
annual report was being prepared and that information required to be disclosed
in our SEC reports is recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms.
ITEM 4T. CONTROLS AND PROCEDURES
Management's Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our
assets;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations
of our management and directors; and
(iii)provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.
Management's assessment of the effectiveness of the Registrant's internal
control over financial reporting is as of the quarter ended September 30, 2008.
We believe that internal control over financial reporting is effective. We have
not identified any, current material weaknesses considering the nature and
extent of our current operations and any risks or errors in financial reporting
under current operations.
18
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
This quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended September 30, 2008, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the nine month period ended September 30, 2008, 100,000 shares of the
Company's restricted common stock were issued as part of a settlement agreement
with an existing note holder.
During the nine months ended September 30, 2008, 102,500 shares of the Company's
restricted common stock were issued in connection with the purchase of common
stock in NPI08, Inc., $32,000 of the shares were issued to the selling
shareholders of NPI08, Inc. and $50,000 of the shares were issued to NPI08,
Inc.'s to utilize in settling its liabilities.
During the nine months ended September 30, 2008 the Company granted 404,000
options to purchase Company stock at $0.80 per share to non-employee directors.
Exemption From Registration Claimed
All of the sales by the Company of its unregistered securities were made by the
Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act"). The individual and/or entity listed above that received the
unregistered securities was known to the Company and its management, through
pre-existing business relationships. The individual and/or entity was provided
access to all material information, which was requested, and all information
necessary to verify such information and were afforded access to management of
the Company in connection with the issuance. The individual and/or entity of the
unregistered securities acquired such securities for investment and not with a
view toward distribution, acknowledging such intent to the Company. All
certificates or agreements representing such securities that were issued
contained restrictive legends, prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from registration in any further resale or
disposition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
19
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 22, 2008, the Company filed a Preliminary Information Statement
Pursuant to 14(c) of The Securities and Exchange Act of 1934 in connection with
the adoption of Infinity's 2008 Stock Option and Award Plan and the adoption of
Infinity's 2008 Management Incentive Program. At this time, the Company is in
the process of finalizing the document for mailing to its shareholders.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following is a complete list of exhibits filed as part of this Form 10-Q.
Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.
EXHIBIT NO. DESCRIPTION
- ------------------ -----------------------------------------------------
31.1 Section 302 Certification - CEO
31.2 Section 302 Certification - CFO
32.1 Section 906 Certification - CEO
32.2 Section 906 Certification - CFO
20
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
INFINITY CAPITAL GROUP, INC.
----------------------------
(Registrant)
Dated: November 14, 2008 By: /s/Gregory H. Laborde
-------------------------
Gregory H. Laborde,
Principal Executive Officer,
President & Chief Executive Officer
Dated: November 14, 2008 By: /s/Theodore A. Greenberg
----------------------------
Theodore A. Greenberg,
Principal Accounting Officer,
Chief Financial Officer,
Chief Investment Officer &
Secretary
21