UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 28, 2010 INFINITY CAPITAL GROUP, INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) MARYLAND 000-30999 16-1675285 ------------------------------ ----------- ------------------- (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004 -------------------------------------------------------------- (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code (212) 962-4400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. -------------------------------------------------- On February 16, 2010, 30DC, Inc., a wholly-owned subsidiary of Infinity Capital Group, Inc. (the "Company"), entered into a contract with Prestige Financial Center, Inc. ("Prestige") whereby Prestige was to provide certain advisory services in exchange for remuneration. On October 28, 2010, the Company entered into a General Mutual Release Agreement ("Agreement") with Prestige. As a result of such Agreement, the Company agreed to issue and deliver to Prestige 675,314 shares of restricted Common stock of the Company. The Company granted Prestige piggyback registration rights on Form S-1, S-3 or such other form as may be applicable pursuant to the Securities Act of 1933. The Company shall pay all expenses in connection with registration of shares of common stock of Prestige. Furthermore, should the shares not be registered within six months from issuance, the Company agrees that, within five (5) business days of a request by Prestige, the Company will instruct its transfer agent to remove the restricted Legend under Rule 144 at no charge to Prestige. The shares were issued exempt from registration pursuant to Section 4(2) of the Exchange Act.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. INFINITY CAPITAL GROUP, INC. By:/s/ Theodore A. Greenberg ---------------------------------------- Theodore A. Greenberg, Chief Financial Officer Date: December 7, 201