
                            CERTIFICATE OF SECRETARY

     The  undersigned,  Theodore  A.  Greenberg,  Chief  Financial  Officer  and
Secretary  of  Infinity  Capital  Group,  Inc.,  a  Maryland   corporation  (the
"Company"), does hereby certify that:

     1.   This  certificate  is being  delivered to the  Securities and Exchange
          Commission  (the "SEC") in connection with the filing of the Company's
          fidelity  bond (the "Bond")  pursuant to Rule 17g-1 of the  Investment
          Company  Act of 1940,  as  amended  (the "1940  Act"),  and the SEC is
          entitled to rely on this certificate for purposes of the filing.

     2.   The undersigned is the duly elected, qualified and acting Secretary of
          the Company,  and has custody of the corporate  records of the Company
          and is a proper officer to make this certification.

     3.   Attached hereto as Exhibit A is a copy of the resolutions  approved by
          the Board of  Directors  of the  Company,  including a majority of the
          Board  of the  Directors  who  are  not  "interested  persons"  of the
          Company,  as such  term is  defined  by the 1940  Act,  approving  the
          amount, type, form and coverage of the Bond.

     4.   Premiums have been paid for the period May 18, 2009 to May 18, 2010.


     IN WITNESS  WHEREOF,  the  undersigned  has caused this  certificate  to be
executed this 3rd day of March, 2010.




                                        /s/ Theodore A. Greenberg
                                        -----------------------------
                                        Theodore A. Greenberg
                                        Chief Financial Officer
                                        and Secretary

<PAGE>

EXHIBIT "A"

                                CONSENT TO ACTION
                          BY THE BOARD OF DIRECTORS OF
                          INFINITY CAPITAL GROUP, INC.
                         IN LIEU OF A SPECIAL MEETING OF
                             THE BOARD OF DIRECTORS

                                  June 15, 2009

Pursuant to the provisions of the Maryland Corporation Code, which provides that
any  action  required  to be taken at a meeting of the Board of  Directors  of a
Maryland  corporation  may be taken  without a meeting  if a consent  in writing
setting  forth  the  action so taken  shall be  signed  by all of the  Directors
entitled to vote with respect to the subject matter thereof,  and which provides
for a written  waiver of any  required  notice,  if such waiver is signed by all
persons entitled to such notice, the undersigned,  being all of the Directors of
Infinity Capital Group,  Inc. (the  "Corporation"),  do hereby waive any and all
notices  that may be required to be given with respect to a meeting of Directors
of the  Corporation  and do hereby  take,  ratify  and affirm  and  approve  the
following actions:

     WHEREAS,  management  believes  that  it is in  the  best  interest  of the
Corporation to conduct a self-underwritten public offering at a price consistent
with the current market price of Infinity common stock. The last sale of ICGP as
of May 27, 2009 was $.40 per share.  Management  believes that it is in the best
interest of the  Corporation  to offering  12,000,000  Shares  ("Shares")  for a
maximum aggregate price of $4,800,000 or $.40 per Share.

     WHEREAS, the outside counsel M.A. Littman, has drafted an offering circular
which  outlines  the  structure  of  the  Corporation's  investment  objectives,
guidelines and selection criteria for investing in eligible portfolio companies,
and  describes  in  detail  the  operations  of the  Corporation  as a  business
development company.

     WHEREAS,  the Board has  received,  reviewed  and  accepted the final draft
version of the offering circular being presented today,  dated June 12, 2009, as
a final version of said offering  circular that was filed with the United States
Securities and Exchange Commission on June 15, 2009, as being a complete copy of
all  corporate  actions made through  consent,  acceptance  and adoption of this
dated June 12, 2009 offering circular.

     WHEREAS,  Rule 17g-1 of the Investment Act of 1940 requires that management
investment   companies   obtain  fidelity  bond  coverage  against  larceny  and
embezzlement,  covering each officer and employee of the investment company, who
may singly,  or jointly with others,  have access to  securities or funds of the
investment  company.  The Corporation has filed a fidelity bond application with
the National Union Fire Insurance Company of Pittsburg, PA, a reputable fidelity
insurance company authorized to do business in the state of New York.

<PAGE>

     WHEREAS,  such bond may be in a the form of a blanket  bond which names the
Corporation as insured  (hereinafter  referred to as a "blanket bond"). The bond
shall be in such  reasonable  form and  amount  as a  majority  of the  board of
directors  of  the  registered   management   investment  company  who  are  not
"interested persons" of such investment company shall approve as their fiduciary
duties require,  but not less than once every 12 months,  with due consideration
to all  relevant  factors  including,  but not  limited  to,  the  value  of the
aggregate assets of the registered  management  investment  company to which any
covered person may have access,  the type and terms of the arrangements made for
custody and safekeeping of such assets,  and the nature of the securities in the
Corporations portfolio.

     WHEREAS, the amount of the joint insured bond shall be at least equal to an
amount  computed in  accordance  with the schedule from Rule 17g-1 (d) (1) ("the
schedule"),  and at the end of the most  recent  fiscal  quarter the Company had
gross assets between  $1,000,000 and  $2,500,000.  According to the schedule the
minimum amount of the required bond is $100,000.


                          NOW THEREFORE, IT IS HEREBY:

     RESOLVED,  that the  Directors  believe it is in the best  interests of the
Corporation to authorize the issuance of 12,000,000 shares of common stock to be
issued pursuant to an exemption from registration available through Regulation E
of the  Securities  Act of 1933 and upon  provisions of Rules 601 through 610 of
such Regulation.

     RESOLVED  FURTHER,  that the actions of the  Corporation by and through its
Board's action lending to the adoption of and contained within the June 12, 2009
offering circular, which is attached to and made part of this consent to action,
are hereby  approved and ratified as actions made by the Corporation in its best
interests.

     RESOLVED  FURTHER,  that the proper  officers of the Corporation are hereby
authorized  and  directed  to take all such  further  action and to execute  and
deliver  all such  instruments  and  documents  in the name and on behalf of the
Corporation,  and under its corporate  seal or otherwise,  as in their  judgment
shall be necessary,  proper and advisable in order to fully carry out the intent
and to accomplish the purposes of the foregoing resolutions.

     RESOLVED,  that the disinterested  directors of the Corporation approve and
accept the application with National Union Fire Insurance  Company of Pittsburg,
PA and hereby authorize the issuance of such policy.


<PAGE>

     RESOLVED  FURTHER,  that the  disinterested  directors  of the  Corporation
approve and accept the form of such bond which names the Corporation.

     RESOLVED  FURTHER,  that the  disinterested  directors  of the  Corporation
believe that it is in the best interest of the  Corporation to approve a bond of
$100,000  considering  the fact that the  Corporation  has gross assets  between
$1,000,000 and $2,500,000,  consisting primarily of securities of small illiquid
companies,  which  are held  for  safe  keeping  primarily  in the  Corporations
brokerage account

     RESOLVED  FURTHER,  that the  disinterested  directors  of the  Corporation
approve the premium payments for such policy,  which will include a down payment
of not more than $2,500.

This  unanimous  consent to action of the Directors of Infinity  Capital  Group,
Inc. may be signed in one or more counterparts, all of which when taken together
constitute  the same and when signed by all of the Directors of the  Corporation
may be  certified  by any  proper  officer  of the  Corporation  as having  been
unanimously  adopted by the  Directors  of the  Corporation  on the date written
above.

IN WITNESS WHEREOF, the undersigned Directors, being all of the Directors of the
Corporation  at the present time,  hereby waives all notices and evidence  their
approval of the foregoing actions as of the date written above.



                                        /s/ Gregory H. Laborde
                                        ------------------------------
                                        Gregory H. Laborde - Chairman


                                        /s/ Theodore A. Greenberg
                                        -------------------------------
                                        Theodore A. Greenberg - Director


                                        /s/ Pierce McNally
                                        -------------------------------
                                        Pierce McNally - Director


                                        /s/ Conrad Huss
                                        -------------------------------
                                        Conrad Huss - Director


                                        /s/ Ernest Chu
                                        -------------------------------
                                        Ernest Chu - Director
