                                  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: August 12, 2010


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


            MARYLAND                   814-00708               16-1675285
            --------                   ---------               ----------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
       of incorporation)                                   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))



<PAGE>
                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 12,  2010,  Infinity  Capital  Group,  Inc.,  a  Maryland  corporation
("Infinity"),   Steve  Wallitt   ("Wallitt")  and   Pennsylvania   Avenue  Funds
("Pennsylvania")  collectively  ("Lenders") entered into a Settlement  Agreement
and Mutual Release  ("Agreement and Release").

On June 1, 2009,  Infinity,  Wallitt and  Pennsylvania  entered  into a $125,000
promissory note and a Pledge  Agreement that used shares of Strategic Energy and
Resources to secure the  promissory  note.  On  September  3, 2009,  Wallitt and
Pensylvania  foreclosed  on the  promissory  note  and  claimed  the  shares  of
Strategic  Energy and  Resources.  On August 12, 2010,  Infinity  entered into a
Settlement  Agreement and Mutual Release to settle and discharge the obligations
under the promissory note and Pledge Agreement.

The  Settlement  Agreement  and Mutual  Release  provides  for  Infinity  to pay
$100,000 to Wallitt and $25,000 to  Pennsylvania,  plus all accrued  interest on
the Closing Date.  The Closing date shall occur on or before  September 9, 2010.
In addition,  Infinity shall  transfer  5,000 shares of BlackStar  Energy Group,
Inc., which owns to Wallitt and Pennsylvania and pay additional consideration of
$6,250.  Wallitt and  Pennsylvania  have agreed to  transfer  140,000  shares of
Strategic Energy Resources, Inc. to Infinity and 190,000 shares of Infinity back
to GHL Group,  Ltd.,  an entity  controlled  by Greg  Laborde,  an  officer  and
director of Infinity.

As part of the Settlement Agreement and Mutual Release, Wallitt and Pennsylvania
will waive and release  Infinity and GHL Group,  Ltd of any liability  under the
promissory note and the Pledge Agreement.

The  Agreement  and Release in its entirety is attached  hereto as Exhibit 10.1.


                  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 - Settlement Agreement
                                                          and Mutual Release


<PAGE>

                                 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/ Gregory H. Laborde
                          ----------------------------------------------
                          Gregory H. Laborde, Chief Executive Officer
                          Date: August 31, 2010
