8-K 1 icg8k7242007.txt 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): July 24, 2007 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)) TABLE OF CONTENTS SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS................................1 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT..................1 SECTION 2. FINANCIAL INFORMATION...............................................1 SECTION 3. SECURITIES AND TRADING MARKETS......................................1 SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS.............1 SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.................................1 SECTION 6. RESERVED............................................................1 SECTION 7. REGULATION FD ......................................................2 SECTION 8. OTHER EVENTS .......................................................2 SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS...................................2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................2 SIGNATURES.....................................................................2 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 24, 2007, Infinity Capital Group, Inc. signed a merger and investment term sheet with REGS, LLC, d/b/a, Resource Environmental Group Services (REGS) and its affiliate Tactical Cleaning Company, LLC, both ("Tactical") privately held, Commerce City, Colorado based environmental services companies. The term sheet provides that Satellite Organizing Solutions, Inc. (Pink Sheets: SOZG), a Portfolio Company of Infinity Capital, shall consummate a reverse triangular merger; pursuant to which, a wholly owned subsidiary shall be merged into REGS/Tactical in exchange for cash and equity consideration. Upon completion of the merger and investment transaction, Satellite Organizing Solutions, Inc. will change its name and the newly-named company's existing management team will manage the day-to-day operations of the merged entity. The parties shall use their best efforts to close the Merger on or before August 15, 2007, and shall have the right to extend the closing for up to 45 days, if necessary to complete the conditions of closing. The completion of the merger shall be subject to satisfactory completion of due diligence by the parties. The SPA & Merger & Investment Term Sheet is attached as Exhibit 10.1. SECTION 2 - FINANCIAL INFORMATION Not Applicable. SECTION 3 - SECURITIES AND TRADING MARKETS Not Applicable. SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS. Not Applicable. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Not Applicable. SECTION 6 - [RESERVED] 1 SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE. Not Applicable. SECTION 8 - OTHER EVENTS Not Applicable. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. a) Financial Statements - None b) Exhibits - 10.1 - SPA & Merger & Investment Term Sheet 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: July 27, 2007 /s/Gregory H. Laborde ------------------------------ Gregory H. Laborde, President 2