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

                                   FORM N-54C

NOTIFICIATION  OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65
OF THE  INVESTMENT  COMPANY ACT OF 1940 FILED  PURSUANT TO SECTION  54(c) OF THE
INVESTMENT COMPANY ACT OF 1940

The undersigned  business development company hereby notifies the Securities and
Exchange  Commission that it withdraws its election to be subject to sections 55
through 65 of the  Investment  Company Act of 1940 (the "Act"),  pursuant to the
provisions of section  54(c) of the Act, and in  connection  with such notice of
withdrawal of election submits the following information:


Name:                                            Infinity Capital Group, Inc.

Address of Principal Business Office:            80 Broad Street, 5th Floor
                                                 New York, New York  10004

Telephone Number (including area code):          (212) 962-4400

File Number under the Securities Exchange
Act of 1934:                                     814-00708

On May 31, 2005, the Company filed a notification of election to be regulated as
a BDC under the 1940 Act on Form N-54A. The Company elected BDC status intending
to provide equity and debt investment  capital to fund growth,  acquisitions and
recapitalizations  of small  market  companies  primarily  located in the United
States.

At the time it became a BDC,  the Company  determined  that it was  necessary to
raise additional capital to carry out the Company's business plan.  Accordingly,
from the time the Company became a BDC to the present, the Company has conducted
several  offerings of shares of its common stock  pursuant to Regulation E under
the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and filed
offering circulars and related notifications on Form 1-E with the Securities and
Exchange Commission (the "SEC"). The staff of the SEC (the "SEC Staff") reviewed
the Company's offering circulars and related notification on Form 1-E and issued
comment letters.  As a result, the Company understands that it may have been out
of  compliance  with  certain  of the rules and  regulations  under the 1940 Act
relating to BDCs.  The SEC Staff also  informed  the  Company  that its Form 1-E
filings failed to include all of the information  required to be communicated to
potential investors,  including all of the financial statements required by Form
1-E and that the  Company's  financial  reporting  system  was  inadequate.  The
Company failed to file the custodial  contract  required by Rule 17f-1 under the
Investment Company Act of 1940 (the "1940 Act). The Company failed to nominate a
functioning  Chief  Compliance  Officer ("CCO") mandated by Rule 38a-1 under the
1940 Act which requires the Company to adopt and implement  written policies and
procedures  reasonably  designed to prevent violation of the federal  securities
laws by the  Company and the  designation  of a chief  compliance  officer to be
responsible for administration of policies and procedures.

The Company has taken  several  steps to comply with SEC comments but deems that
continuation as a BDC is too expensive in today's environment.

The Board of Directors,  including the Directors who are not interested  persons
of the Company,  reviewed the facts  surrounding  these compliance  failures and
their implications for the Company. Accordingly,  after careful consideration of
the 1940 Act  requirements  applicable  to BDCs,  an evaluation of the Company's
ability to  operate  as a going  concern  in an  investment  company  regulatory
environment,  the  costs  associated  with  complying  with  the 1940  Act,  the
Company's  past  difficulty  in  complying  with  the  1940  Act and a  thorough
assessment of potential  alternative  business models,  the Board has determined
that  continuation  as a BDC is not in the best  interest of the Company and its
shareholders at the present time.
<PAGE>

The  Company  has  changed  the  nature of its  business  so as to cease to be a
business  development  company,  and such change was  authorized  by the written
consent of 61.97% of its  outstanding  voting  securities  on February 23, 2010,
effective as of April 29, 2010.

Subsequent to the filing of the Form N-54C,  the Company intends to enter into a
Plan and Agreement of  Reorganization  with 30DC, Inc., a Delaware  corporation,
and the shareholders of 30DC, Inc. The Plan and Agreement of  Reorganization  is
to have a closing date of September  10,  2010.  30DC,  Inc. is not a registered
investment  company,  business  development  company  and is  excluded  from the
definition of an investment company by section 3(c)(1) of the Act.

As part of the business combination,  the business of 30DC, Inc. will become the
business  of the  Company.  30DC,  Inc. is  involved  in the  management  of two
web-based  e-commerce training programs,  the 30 Day Challenge and the Immediate
Edge. As a result of such business combination, the Company will own 100% of the
issued and  outstanding  shares of common  stock of 30DC,  Inc.  and will be the
surviving corporation.

The  Company  intends  to file a  Current  Report  on Form  8-K  with the SEC on
September 10, 2010, describing the transaction in greater detail.



<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Act, the undersigned company has caused this
notification  of  withdrawal of election to be subject to sections 55 through 65
of the Act to be duly signed on its behalf in the city of New York and the state
of New York on the 10th day of September, 2010.



                          INFINITY CAPITAL GROUP, INC.
                        --------------------------------
                                  (Registrant)



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



Attest: /s/ Theodore A. Greenberg

        ---------------------------------------
        Theodore A. Greenberg
        Chief Financial Officer



