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<TEXT>

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


                                    FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 9, 2009

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


                                    MARYLAND
                              --------------------
                 (State or other jurisdiction of incorporation)



          000-30999                                           16-1675285
---------------------------                               -------------------
(Commission File Number)                                  (I.R.S. Employer
                                                           Identification No.)

              80 BROAD STREET, 5TH FLOOR, NEW YORK, NEW YORK 10004
     ----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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



           -----------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))
[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)
[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))
[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))




<PAGE>

                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 31, 2009,  Infinity Capital Group,  Inc.  ("Seller")  entered into a
Share  Purchase  Agreement with BlackStar  Energy Group,  Inc.("Buyer")  whereby
Buyer  agreed to purchase  NPI08,  Inc.,  a portfolio  company  held by Infinity
Capital Group, Inc., for $125,000 plus 50,000 shares of NPI08, Inc.

The purchase price for the 6,203,960 shares of NPI08, Inc. is as follows:

     *    $10,000 as a non-refundable deposit upon signing of the Share Purchase
          Agreement (Exhibit 10.1);

     *    $15,000 cash upon issuance of the promissory note;

     *    $100,000  due in two  payments  of  $50,000,  first  payment is due on
          January  31,  2010 and  second  payment is due on March 31,  2010,  or
          earlier if sufficient capital is raised; and

     *    a newly issued NPI08, Inc. certificate for 50,000 shares (post-reverse
          split) due upon Closing.

The Share Purchase Agreement is attached in its entirety as Exhibit 10.1.


                            SECTION 8 - OTHER EVENTS

ITEM 8.01  OTHER EVENTS

On December 9, 2009 Infinity Capital Group,  Inc. and Jonathan  Schwartz entered
into a  Stipulation  of  Settlement  ("Settlement")  for $18,000  regarding  the
Complaint filed by Jonathan Schwartz against Infinity Capital Group, Inc. in the
Civil Court of the City of New York, County of New York, Index No. 0046377.  The
Settlement terms are as follows:

     *    $1,500 paid upon signing of the Stipulation of Settlement;

     *    $6,000 paid within 10 days; and

     *    Remaining balance of $10,500 due within 60 days from December 9, 2009.


                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

        a)      Financial Statements of business acquired -  None

        b)      Pro Forma Financial Information - None

        c)      Shell Company Transactions - None

        d)      Exhibits -

                  10.1 -   Share Purchase Agreement





                                       1
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  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: January 7, 2010


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
































                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101.txt
<TEXT>
EXHIBIT 10.1

                            SHARE PURCHASE AGREEMENT

         This Share Purchase Agreement  ("Agreement"),  dated as of December 31,
2009,  among,   Infinity  Capital  Group,  Inc.,  a  Maryland  Corporation  (the
"Sellers"), and NPI08, Inc. ("NPI") a Delaware Corporation, and BlackStar Energy
Group, Inc. a Colorado Corporation (the "Buyer" or "BSEG").


                              W I T N E S S E T H:


         A. WHEREAS,  NPI is a corporation  duly organized under the laws of the
State of Delaware.

         B. WHEREAS,  the Sellers own 6,203,960 shares of common stock of NPI in
the aggregate.

         C. WHEREAS,  Buyer wishes to purchase an aggregate of 6,203,960  common
shares of common stock, from the Sellers (collectively,  the "Purchase Shares"),
and the Sellers  desire to sell the  Purchase  Shares to Buyer free and clear of
liens and  encumbrances  for a price of $125,000  and  issuance of 50,000  newly
issued common shares of NPI post any reverse split  subsequent to acquisition by
BSEG.  D.  NPI is  joining  in  this  agreement  to  provide  certain  covenants
warranties and  representations,  and to agree to sell 50,000 common shares (new
issue to seller  in  consideration  for the  contribution  of  50,000  shares of
Infinity Capital Group, Inc. furnished by a third party.

         NOW, THEREFORE, it is agreed among the parties as follows:


                                   ARTICLE I

                                THE CONSIDERATION

         1.1 Subject to the conditions  set forth herein,  Sellers shall sell to
Buyer and Buyer shall purchase an aggregate of 6,203,960  shares of common stock
of NPI from  Sellers.  The purchase  price for the shares to be paid by Buyer to
Sellers is $125,000 and issuance of 50,000 common shares of NPI post any reverse
split  subsequent to acquisition  by BSEG (the  "Collective  Consideration")  to
Sellers.

         1.2 The  purchase  price  shall be paid by $10,000 as a  non-refundable
deposit  herewith and $15,000 cash at closing and issuance of a promissory  note
from NPI and Buyer in the amount of  $100,000  to Seller,  due in 2 payments  of
$50,000,  payment  due in 60 days and 120 days from  closing or earlier if Buyer
completes a capital  raise  prior to either  such date,  secured by a Pledge and
Security Agreement on the shares purchased from Seller.

<PAGE>

                                   ARTICLE II

                        CLOSING AND CONVEYANCE OF SHARES

         2.1 The Purchase Shares shall be conveyed by Sellers to Buyer with duly
executed  stock powers by  depositing  with escrow agent  Michael A. Littman for
delivery  to buyer,  upon  receipt of payment of note  payoff  Consideration  by
Sellers,  and satisfaction of a) the conditions  precedent in Article VI, and b)
procedures in Article 5.

         2.2  Closing  hereunder  shall be  completed  by  delivery in escrow to
Michael A. Littman, of the requisite closing documents,  consideration and share
certificates  on or before  December __, 2009 at 5:00 p.m. PST ("Closing  Date")
subject to  satisfaction  of the terms and  conditions  set forth herein and the
wire  transfer of the cash  payments  required  herein,  on or before such date.
Consideration  may be delivered by Federal  Express or wire  transfers,  and any
closing  documents  may be  delivered  by  facsimile,  Federal  Express or other
appropriate means.

                                  ARTICLE III

     REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AND NPI AS TO NPI

         Sellers and NPI each  hereby,  represents,  warrants  and  covenants to
Buyer as follows:

         3.1 NPI is a corporation  duly organized,  validly existing and in good
standing  under the laws of the State of Delaware,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation and Amendments and Bylaws
of NPI, are complete and accurate,  and the minute books of NPI, copies of which
have also been made available to Buyer,  contain a record, which is complete and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of NPI.

         3.2 (a)The  authorized  capital  stock of NPI  consists of  200,000,000
shares of common  stock and  10,000,000  shares of  Preferred  Stock of which no
Class A Preferred Shares are issued and outstanding.  There are 7,061,385 shares
of Common Stock of NPI issued and outstanding.  All such shares of capital stock
of NPI are validly  issued,  fully paid,  non-assessable  and free of preemptive
rights. NPI has outstanding options,  warrants,  or other rights to purchase, or
subscribe  to, or other  securities  convertible  into or  exchangeable  for any
shares  of  capital  stock of NPI,  or  contracts  or  arrangements  of any kind
relating to the issuance,  sale or transfer of any capital stock or other equity
securities  of NPI as shown on Schedule  3.2. All of the  outstanding  shares of
capital stock of NPI have been offered, issued, sold and delivered in compliance
with  applicable  federal and state  securities laws and none of such securities
were, at the time of issuance, subject to preemptive rights. None of such issued
and outstanding  shares is the subject of any voting trust agreement relating to
the voting thereof or restricting in any way the sale or transfer thereof.

         (b) The  Sellers  owns the  Purchase  Shares  that  they are  conveying
pursuant to this  Agreement  beneficially  and of record,  free and clear of any
lien, pledge, security interest or other encumbrance,  and, upon payment for the

<PAGE>

Purchase Shares as provided in this  Agreement,  the Buyer will acquire good and
valid title to the Purchase Shares, free and clear of any lien, pledge, security
interest or other  encumbrance.  None of the Purchase  Shares are the subject of
any voting trust agreement or other agreement  relating to the voting thereof or
restricting in any way the sale or transfer  thereof except for this  Agreement.
Sellers have full right and authority to transfer such Purchase  Shares pursuant
to the terms of this  Agreement.

         3.3 NPI does not own nor has it  owned,  in the last  five  years,  any
outstanding   shares  of  capital  stock  or  other  equity   interests  of  any
partnership,  joint  venture,  trust,  corporation  (other  than the  subsidiary
CPIN07, Inc. referred to herein),  limited liability company or other entity and
there are no obligations of NPI to repurchase,  redeem or otherwise  acquire any
capital stock or equity interest of another entity.

         3.4 This  Agreement  has been duly  authorized,  validly  executed  and
delivered on behalf of the Sellers and NPI and is a valid and binding  agreement
and obligation of NPI and Sellers  enforceable against the parties in accordance
with its terms,  subject to limitations on enforcement by general  principles of
equity and by bankruptcy or other laws  affecting the  enforcement of creditors'
rights  generally,  and Sellers and NPI have complete and unrestricted  power to
enter into and, upon the appropriate approvals as required by law, to consummate
the transactions contemplated by this Agreement.

         3 .5  Neither  the  making  of nor the  compliance  with the  terms and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by Sellers or NPI will  conflict  with or result in a breach or violation
of the Articles of Incorporation or Bylaws of NPI, or of any material provisions
of any  indenture,  mortgage,  deed of  trust  or other  material  agreement  or
instrument to which NPI or Sellers are a party, or of any material  provision of
any law, statute, rule, regulation,  or any existing applicable decree, judgment
or order by any court, federal or state regulatory body,  administrative agency,
or other  governmental body having  jurisdiction over NPI or Sellers,  or any of
its material  properties or assets, or will result in the creation or imposition
of any material lien, charge or encumbrance upon any material property or assets
of NPI pursuant to the terms of any  agreement or  instrument  to which NPI is a
party or by which NPI may be bound or to which any of NPI  property  is  subject
and no event has  occurred  with which  lapse of time or action by a third party
could result in a material breach or violation of or default by NPI or Sellers.

         3.6  There  is  no  claim,  legal  action,  arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Sellers  threatened  against or relating to NPI or affecting  any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or governmental  authority to which NPI is a
party or by which NPI or its assets,  properties,  business or capital stock are
bound.

         3.7 NPI has accurately prepared and filed all federal,  state and other
tax returns required by law,  domestic and foreign,  to be filed by it, has paid
or  made  provisions  for  the  payment  of all  taxes  shown  to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the financial statements of NPI for all current taxes and other charges to which
NPI is subject and which are not currently due and payable.  None of the Federal

<PAGE>

income tax returns of NPI have been audited by the Internal  Revenue  Service or
other foreign  governmental  tax agency.  NPI has no knowledge of any additional
assessments,  adjustments or contingent tax liability (whether federal or state)
pending or threatened  against NPI for any period, nor of any basis for any such
assessment, adjustment or contingency.

         3.8 NPI has delivered to Buyer  unaudited  financial  statements  dated
November 30, 2009. All such  statements,  herein sometimes called "NPI Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial  statements,  present fairly the financial position
and  results of  operations  of NPI for the  periods  indicated.  All  financial
statements  of NPI have been  prepared in  accordance  with  generally  accepted
accounting principles.

         3.9 As of the  date  hereof,  NPI,  represents  and  warrants  that all
outstanding  indebtedness of NPI is as shown on the financial statements (except
for legal and  accounting  services  related to this  transaction)  and all such
scheduled indebtedness, if any, will be less than $2,500 at the time of closing.

         3.10  Since the date of the NPI  Financial  Statements,  there have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of NPI.  Except for legal and  accounting  services  related to this
transaction,  NPI does not have any  liabilities,  commitments  or  obligations,
secured or unsecured  except as shown on updated  financials  (whether  accrued,
absolute, contingent or otherwise).

         3.11  NPI is not a party to any  contract  performable  in the  future,
except as shown on Schedule 3.11.

         3.12 The  representations  and  warranties of the NPI shall be true and
correct as of the date hereof.

         3.13 NPI will have delivered to Buyer,  all of its corporate  books and
records for review by buyer and its counsel.  If Buyer is not satisfied with its
review, it may cancel this contract in its sole discretion.

         3.14 NPI has no employee benefit plan in effect at this time, except as
follows on Schedule 3.14.

         3.15  No  representation  or  warranty  by NPI or the  Sellers  in this
Agreement,  or any  certificate  delivered  pursuant  hereto contains any untrue
statement of a material  fact or omits to state any material  fact  necessary to
make such representation or warranty not misleading.

         3.16 NPI has conducted no business, (its former subsidiary CPIN07, Inc.
declared  Chapter 7 Bankruptcy),  and except for legal and  accounting  services
related to this  transaction  has  incurred no  liabilities  except for transfer
agent fees and minimal legal fees.

         3.18  There  have  been no  material  changes,  debts,  or  liabilities
incurred by NPI since the date of financial statements dated November 30, 2009.
<PAGE>

                                   ARTICLE IV

                        TERMINATION OF REPRESENTATION AND
               WARRANTIES AND CERTAIN AGREEMENTS; INDEMNIFICATION

         4.1 The respective representations and warranties of the parties hereto
shall survive this Agreement for one year and the  continuing  covenants in this
article shall survive hereafter, pursuant to their terms.

         4.2 The right to  indemnification  or payment of Damages (as defined in
section 4.4) or other remedy based on any representation,  warranty, covenant or
obligation  of a  party  hereunder  shall  not be  waived  by any  investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this  Agreement,  with respect to the accuracy or  inaccuracy  of or  compliance
with, any such representation, warranty, covenant or obligation.

         4.3 The waiver of any  condition to a party's  obligation to consummate
the transactions  contemplated  hereunder,  where such condition is based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   or  payment  of  Damages,  or  other  remedy  based  on  such
representation, warranty, covenant or obligation.

         4.4 Sellers shall indemnify and hold harmless NPI and the Buyer and its
respective officers,  directors and affiliates (the "Buyer Indemnified Persons")
for,  and will pay to the Buyer  Indemnified  Persons,  the amount of, any loss,
liability,  claim,  damage  (including,   without  limitation,   incidental  and
consequential damages), cost, expense (including, without limitation,  interest,
penalties,  costs of  investigation  and  defense  and the  reasonable  fees and
expenses of attorneys  and other  professional  experts) or diminution of value,
whether or not involving a third-party claim (collectively, "Damages"), directly
or indirectly arising from, attributable to or in connection with:

         (a)      any  representation or warranty made by Sellers or NPI in this
                  agreement  or any closing  deliveries,  that is, or was at the
                  time  made,  false  or  inaccurate,   or  any  breach  of,  or
                  misrepresentation  with respect to, any such representation or
                  warranty; and

         (b)      any  breach  by  any of the  Sellers  or NPI of any  covenant,
                  agreement or  obligation  of NPI or Sellers  contained in this
                  agreement.

         (c)      any  claims  or  litigation  relating  to NPI now  pending  or
                  threatened  or which may  hereafter be brought  against  Buyer
                  and/or NPI or Sellers based upon events occurring prior to the
                  date hereof and not attributable to the acts of the Buyer.

         (d)      any and all  actions,  suits,  proceedings,  claims,  demands,
                  assessments,   judgments,   costs,  losses,   liabilities  and
                  reasonable  legal and other  expenses  incident  to any of the
                  foregoing.

<PAGE>

         4.5 Sellers and NPI shall have no liability  for  indemnification  with
respect  to any  representation  or  warranty,  unless,  on or before the second
anniversary  of the date  hereof,  the Buyer  notifies  the  Sellers  of a claim
specifying  the basis thereof in  reasonable  detail to the extent then known by
Buyer. A claim with respect to any covenant,  agreement or obligation  contained
in this agreement, may be made at any time without any time limitation.

         4.6 Promptly  after receipt by an  indemnified  party of written notice
(the "Notice of Claim") of the  commencement  of any action,  suit or proceeding
against it, or written threat thereof,  such indemnified  party will, if a claim
is to be made against an  indemnifying  party under either of said sections,  as
applicable,  give notice to the  indemnifying  party of the commencement of such
action,  suit  or  proceeding.  The  indemnified  party  shall  furnish  to  the
indemnifying  party in reasonable  detail such  information  as the  indemnified
party may have with respect to such indemnification  claims (including copies of
any summons,  complaint or other  pleading  which may have been served on it and
any written claim,  demand,  invoice,  billing or other  document  evidencing or
assenting the same).  Subject to the limitations  set forth in this section,  no
failure or delay by the  indemnified  party in the  performance of the foregoing
shall reduce or otherwise  affect the  obligation of the  indemnifying  party to
indemnify and hold the indemnified party harmless except to the extent that such
failure or delay shall have materially and adversely  affected the  indemnifying
party's  ability  to defend  against,  settle or  satisfy  any  action,  suit or
proceeding   the  claim  for  which  the   indemnified   party  is  entitled  to
indemnification   hereunder.  The  foregoing  shall  not  apply  to  the  extent
inconsistent with the provisions of section 4.8 relating to Proceedings.

         4.7 If the claim or demand  set forth in the  Notice of Claim  given by
the  indemnified  party is a claim or  demand  asserted  by a third  party,  the
indemnifying  party  shall  have 30 days  after  the Date of  Notice of Claim to
notify the  indemnified  party in writing of its  election  to defend such third
party claim or demand on behalf of the indemnified  party (the "Notice Period");
PROVIDED,  however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems  necessary or appropriate to protect its
interests during the Notice Period.  If the indemnifying  party elects to defend
such third party claim or demand,  the indemnified party shall make available to
the indemnifying party and its agents and  representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall  otherwise  cooperate  (at the sole cost and  expense of the
indemnifying  party)  with,  and  assist  (at the sole cost and  expense  of the
indemnifying  party) the indemnifying  party in the defense of, such third party
claim or demand, and so long as the indemnifying  party is diligently  defending
such third  party  claim in good  faith,  the  indemnified  party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand,  the indemnifying party shall
have the right to control the  defense of such third  party claim or demand,  at
the indemnifying  party's own expense.  If the indemnifying party does not elect
to defend  such third  party claim or demand or does not defend such third party
claim or demand in good faith,  the  indemnified  party shall have the right, in
addition to any other right or remedy it may have hereunder at the  indemnifying
party's expense, to defend such third party claim or demand.

         4.8 The term  "Date of Notice of Claim"  shall mean the date the Notice
of Claim is effective pursuant to section 4.6 of this Agreement.
<PAGE>

         4.9 A  claim  for  indemnification  for  any  matter  not  involving  a
third-party   claim  may  be   asserted   by  notice  to  the  party  from  whom
indemnification is sought.

         4.10 Any legal action or proceeding  with respect to this  Agreement or
any  matters  arising  out  of or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  executed and  delivered in
connection  herewith,  and any action for enforcement of any judgment in respect
thereof  may be brought in the courts of the State of  Colorado or of the United
States of America for the District of Colorado,  and, by execution  and delivery
of this Agreement,  the parties each hereby accepts for itself and in respect of
its property,  generally and unconditionally,  the jurisdiction of the aforesaid
courts and appellate courts thereof.  The parties irrevocably consent to service
of  process  out of any of the  aforementioned  courts  in any  such  action  or
proceeding in accordance  with the notice  provisions  set forth in Section 9.5.
The  parties  each hereby  irrevocably  waive any  objection  that it may now or
hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising  out  of  or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  execute and  delivered  in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive and agree, to the extent  permitted by applicable law, not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient  forum.  Nothing herein shall
affect  the  right of any  party  hereto to serve  process  in any other  manner
permitted by law.

                                   ARTICLE V

                              PROCEDURE FOR CLOSING

         5.1 At the Closing  Date,  the purchase  and sale shall be  consummated
after  satisfaction  of all  conditions  precedent  set forth in Article  VI, by
Sellers'  common stock  certificates  for the Purchase Shares being delivered by
Sellers,  duly executed,  for 6,203,960  shares of common stock to escrow agent,
and the newly issued  certificate  for 50,000 common shares (post reverse split)
being delivered by NPI to escrow agent and the delivery of the Consideration for
share purchase to Sellers as previously set forth from the Buyer,  together with
delivery  of  all  other  items,  agreements,   stock  powers,  warranties,  and
representations set forth in this Agreement.

         5.2 Escrow Agent is Michael A. Littman,  7609 Ralston Road,  Arvada, CO
80002.


                                   ARTICLE VI

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE PURCHASE

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Closing Date:

         6.1 Sellers and NPI shall have performed and complied with all of their
respective  obligations  hereunder which are to be complied with or performed on
or before the Closing Date.
<PAGE>

         6.2 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         6.3 The  representations and warranties made by Sellers and NPI in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of changes  caused by  transactions  suggested or approved in writing by
the Buyer.

                                   ARTICLE VII

                           TERMINATION AND ABANDONMENT


         7.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:

         (a)      By mutual consent of parties;

         (b)      By Sellers or Buyer,  if any condition set forth in Article VI
                  relating  to the other  party has not been met or has not been
                  waived;

         (c)      By Sellers or Buyer, if any suit,  action, or other proceeding
                  shall be  pending  or  threatened  by the  federal  or a state
                  government  before any court or governmental  agency, in which
                  it is sought to restrain,  prohibit,  or otherwise  affect the
                  consummation of the transactions contemplated hereby;

         (d)      By  Sellers  or Buyer,  if there is  discovered  any  material
                  error,  misstatement  or omission in the  representations  and
                  warranties of another party; or

         (e)      By the  Sellers,  if the  Closing  does not occur,  through no
                  failure to act by Sellers,  on or before December 23, 2009, or
                  if Buyer fails to deliver the consideration required herein.

         7.2 Any of the terms or conditions  of this  Agreement may be waived at
any time by the party which is entitled to the benefit thereof,  by action taken
by its Board of  Directors  provided;  however,  that such action shall be taken
only if, in the  judgment  of the Board of  Directors  taking the  action,  such

<PAGE>

waiver will not have a materially  adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.


                                  ARTICLE VIII

                         CONTINUING REPRESENTATIONS AND
                            WARRANTIES AND COVENANTS

         8.1 The respective  representations,  warranties,  and covenants of the
parties  hereto and the  covenants and  agreements  of the parties  hereto shall
survive  after the closing  under this  Agreement in  accordance  with the terms
thereof.

         8.2 There are no  representations  whatsoever about any matter relating
to NPI Sellers or any item contained in this  Agreement,  except as is contained
in the express language of this Agreement.

         8.3  Sellers and their  agents and  attorneys  shall have no  liability
whatsoever for any matter, omission or representation not specifically disclosed
herein,  and Buyer, as a specific  inducement to Sellers hereby releases Sellers
and their agents and attorneys and covenant not to sue Sellers, their agents and
attorneys under any  circumstances for any matter not specifically and expressly
represented within this document.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 This Agreement, together with the Pledge and Security Agreement and
Escrow Agreement  embodies the entire agreement  between the parties,  and there
have been and are no agreements, representations or warranties among the parties
other than those set forth herein or those provided for herein.

         9.2 To  facilitate  the  execution  of this  Agreement,  any  number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

         9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

         9.4 This Agreement may not be amended except by written consent of both
parties.



<PAGE>

         9.5  Any  notices,   requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, prepaid, addressed as follows:

         To Sellers and NPI:        Infinity Capital Group
                                    80 Broad Street, 5th Floor.
                                    New York, NY 10004

                  To Buyer:         BlackStar Energy Group, Inc.
                                    2200 W. 29th Ave.
                                    Suite 405
                                    Denver, CO 80211

                  Copy to:          Escrow Agent: Michael A. Littman
                                    7609 Ralston Road
                                    Arvada, CO 80002 (303) 422-8127

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

         9.6 No press release or public statement will be issued relating to the
transactions  contemplated by this Agreement without prior approval of the Buyer
and  Sellers.  However,  NPI,  Buyer or Seller,  may issue at any time any press
release or other public statement it believes on the advice of its counsel it is
obligated to issue to avoid liability under the law relating to disclosures, but
the party issuing such press release or public statement shall make a reasonable
effort to give the other party prior notice of and opportunity to participate in
such release or statement.

         9.7 This  Agreement  shall be governed by and  construed in  accordance
with and  enforced  under the laws of the state of  Colorado  applicable  to all
agreements  made  hereunder.  Venue  and  jurisdiction  for  any  legal  actions
hereunder shall be District Court in and for Jefferson County, Colorado.

         9.8 The  parties  recognize  that  Michael A.  Littman is  representing
BlackStar Energy Group,  Inc.  herein,  and Seller hereby waives any Conflict of
Interest and Seller is instructed to seek its own independent counsel.

         9.9 In connection  with this  Agreement the parties have  appointed the
escrow agent, Michael A. Littman, which shall be authorized by this agreement to
do the  following:

         1) Accept the common  stock  certificates  of NPI with duly  signed and
guaranteed signatures and for 6,203,960 common shares from Sellers and,

         2) Upon payment in full of the Consideration  including full payment of
the promissory note, transfer the shares to Buyer through Transfer Agent.

         3) Determine  that all  conditions  precedent to the closing shall have
been satisfied and completed.

<PAGE>

         4) To secure the  purchase  price to Sellers the  certificates  for the
purchase  shares  shall be held in the  escrow in  accordance  with  Pledge  and
Security Agreement to securing the note and the Escrow Agreement.

         5) Upon payment in full of the Consideration  including full payment of
the promissory note, transmit by Federal Express the stock certificates to buyer
at: 7609 Ralston Road, Arvada, CO 80002.

         6) In the event of default in  delivery  of cash or  certificates  by a
party under this agreement,  including  default on the promissory note, any cash
or certificates received from the other party shall be returned to the remitting
party 3 business days after default.

         7) Escrow Agent is  specifically  indemnified  and held harmless hereby
for its actions or inactions in following these instructions.  In the event of a
dispute  involving the escrow  instructions or the consideration to be delivered
in escrow, the escrow agent is authorized to implead the consideration  received
into the District  Court of  Jefferson  County,  Colorado  upon ten days written
notice,  and be relieved of any further  escrow  duties  thereupon.  Any and all
costs of  attorneys  fees and  legal  actions  of escrow  agent for any  dispute
resolution  or impleader  action shall be paid in equal shares by the parties to
this agreement.




<PAGE>





         IN WITNESS WHEREOF,  the parties have executed this Agreement this 31st
day of December, 2009.



SELLERS:

Infinity Capital Group, Inc.               BUYER: BlackStar Energy Group, Inc.


By:/s/ Gregory H. Laborde
 ___________________________________
 Name: Gregory H. Laborde, President
                                           By: /s/ Harry Gelbard
                                           ____________________________
                                                President

 NPI08, Inc.


By: /s/Gregory H. Laborde
___________________________________
Name: Gregory H. Laborde, President










<PAGE>



                                  SCHEDULE 3.2

                        WARRANTS AND OPTIONS OUTSTANDING

DATE      NAME OF HOLDER             PERIOD    NUMBER  EXPIRATION EXERCISE PRICE
                                                          DATE       PER SHARE
--------------------------------------------------------------------------------
11/5/2007 Daniel & Diane Colton     5 Years    3,250   11/1/2012      $5.00
11/5/2007 Timothy Colton            5 Years    3,250   11/1/2012      $5.00
11/5/2007 Angus K Mui               5 Years    3,250   11/1/2012      $5.00
11/5/2007 Jeff Donnelly             5 years    3,250   11/1/2012      $5.00
11/5/2007 Gary Stiller & Denise S   5 Years    3,250   11/1/2012      $5.00
11/5/2007 Thomas Michael            5 Years    3,250   11/1/2012      $5.00
11/5/2007 Scot E & Vicki L Lyall    5 Years    3,250   11/112012      $5.00
11/5/2007 N G Hwai Aun Timothy      5 Years    3,250   11/1/2012      $5.00
11/5/2007 Edward Connata            5 Years    3,250   11/1/2012      $5.00





</TEXT>
</DOCUMENT>
</SUBMISSION>
