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

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
    ACT OF 1934

    For Quarterly Period Ended March 31, 2008 or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the Transition period from _______________ to ______________

                        COMMISSION FILE NUMBER: 814-00708
                                   -----------

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

           MARYLAND                                     16-1675285
----------------------------                 ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  proceeding 12 months (or for such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                         Yes[_X_]                        No[__]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer              [___]      Accelerated filer          [___]
Non-accelerated filer                [___]      Smaller reporting company  [_X_]
(Do not check if a smaller
reporting company)

<PAGE>
Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                          Yes[__]                        No[_X_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

As of May 14, 2008 the number of shares outstanding of the registrant's class of
common stock was 6,270,774.



<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                                                 PAGE
PART I - FINANCIAL INFORMATION
<S>      <C>                                                                                                      <C>
Item 1.  Financial Statements.................................................................................     2

         Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 (audited)......................     3

         Statements of Operations (unaudited) for the Three Months ended
         March 31, 2008  and 2007.............................................................................     4

         Statements of Cash Flows (unaudited) for the Three Months ended
         March 31, 2008 and 2007..............................................................................     5

         Schedule of Investments as of March 31, 2008.........................................................     6

         Statements of Changes in Net Assets..................................................................     7

         Notes to Financial Statements (unaudited)............................................................     8

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations................     13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........................................     15

Item 4.  Controls and Procedures..............................................................................     15

Item 4T. Controls and Procedures..............................................................................     16

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     17

Item 1A. Risk Factors.........................................................................................     17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     17

Item 3.  Defaults upon Senior Securities......................................................................     18

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     18

Item 5.  Other Information....................................................................................     18

Item 6.  Exhibits ............................................................................................     18

Signatures....................................................................................................     19
</TABLE>

                                        1

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

         For financial information,  please see the financial statements and the
notes thereto, attached hereto and incorporated by this reference.

         The financial statements have been adjusted with all adjustments which,
in the  opinion of  management,  are  necessary  in order to make the  financial
statements not misleading.

         The financial  statements have been prepared by Infinity Capital Group,
Inc.  without audit pursuant to the rules and  regulations of the Securities and
Exchange  Commission.  Certain  information and footnotes  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include all the adjustments  which, in the opinion of management,  are necessary
for a fair  presentation  of financial  position and results of operations.  All
such  adjustments  are  of  a  normal  and  recurring  nature.  These  financial
statements should be read in conjunction with the audited  financial  statements
at December 31, 2007, included in the Company's Form 10-KSB.























                                        2

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                             March             December
                                                                                            31, 2008           31, 2007
                                                                                         ---------------     --------------
                                                                                          (Unaudited)          (Audited)
Assets
<S>                                                                                          <C>                  <C>
         Investments in noncontrolled affiliates (Cost - $314,664 and $94,064)               $1,148,018           $ 94,660
         Controlled Investments (Cost - $136,326)                                                                  200,809
         Promissory Note                                                                         25,980             50,000
         Cash                                                                                       238             67,609
         Deferred offering costs                                                                 36,664             36,664
         Other assets                                                                             1,914              6,991
                                                                                         ---------------     --------------

                Total assets                                                                 $1,212,814           $456,733
                                                                                         ===============     ==============

Liabilities

         Accounts payable and credit cards                                                    $ 211,099           $193,932
         Accrued interest and expenses payable                                                   12,973           $ 26,027
         Deferred Taxes Payable                                                                  65,879
         Notes payable                                                                          158,000           $132,020
                                                                                         ---------------     --------------

                Total liabilities                                                               447,951            351,979
                                                                                         ---------------     --------------

Net Assets                                                                                      $764,863           $104,754
                                                                                         ===============     ==============


Composition of net assets
         Preferred stock, $0.001 par value,
                10,000,000 shares authorized,
                none issued or outstanding.
         Common Stock. $0.001 par value,
                100,000,000 shares authorized
                6,270,774 and 6,170,774 issued and outstanding                                  $ 6,271            $ 6,171
                at March 31, 2008 and December 31, 2007, respectively

         Additional paid-in capital                                                             574,632            534,892
         Accumulated income (deficit)
                Accumulated net operating deficit                                              (587,963)          (695,859)
                Net realized gain on investments, net of tax                                    214,802            207,466
                Net unrealized increase of investments, net of tax                              557,121             52,084
                                                                                         ---------------     --------------

Net Assets                                                                                    $ 764,863           $104,754
                                                                                         ===============     ==============

Net Asset Value Per Share                                                                        $ 0.12             $ 0.02
                                                                                         ===============     ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements.

                                        3

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF OPERATIONS
                                    Unaudited
<TABLE>
<CAPTION>

                                                                                             For the Three Months Ended
                                                                                                      March 31,
                                                                                               2008              2007
                                                                                           --------------    --------------

Investment Income
<S>                                                                                        <C>               <C>
        Investment fees                                                                    $           -     $           -
        Interest Income                                                                                -                 -
        Consulting fees                                                                                -           100,000
        Other                                                                                          -                 -
                                                                                           --------------    --------------

Total Investment Income                                                                                -           100,000
                                                                                           --------------    --------------

Expenses
        Salaries and wages                                                                         6,000                 -
        Management fees                                                                           10,690             5,329
        Professional fees                                                                         19,921             9,138
        Insurance                                                                                  3,360            11,132
        General and administrative                                                                 8,370             6,673
        Interest & Settlement Costs                                                               44,901             2,056
                                                                                           --------------    --------------

Total Expenses                                                                                    93,242            34,328
                                                                                           --------------    --------------

Net Investment (Loss) Income before taxes                                                        (93,242)           65,672
                                                                                           --------------    --------------

Provision for income tax                                                                        (199,113)                -
                                                                                           --------------    --------------

Net investment income (loss)                                                                     105,871            65,672

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                                                                  7,335                 -
     Net change in unrealized increase (decrease),
       net of tax                                                                                507,062            26,275
                                                                                           --------------    --------------

Net realized and unrealized gains                                                                514,397            26,275
                                                                                           --------------    --------------

Net increase in net assets
     from operations                                                                           $ 620,269          $ 91,947
                                                                                           ==============    ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                                                           $ 0.10            $ 0.02
  Diluted                                                                                         $ 0.10            $ 0.02
                                                                                           ==============    ==============

Weighted average number of shares outstanding
  Basic                                                                                        6,246,598         6,000,297
  Diluted                                                                                      6,287,098         6,077,464
                                                                                           ==============    ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements.

                                        4

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             Statement of Cash Flows
                                    Unaudited

<TABLE>
<CAPTION>
                                                                                           For the Three Months Ended
                                                                                         March 31,            March 31,
                                                                                           2008                  2007
                                                                                       --------------       ---------------


Cash Flows from Operating Activities:
<S>                                                                                        <C>                    <C>
     Net increase in net assets from operations                                            $ 620,269              $ 91,947

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in net unrealized (increase) decrease of investments, pre-tax                (768,276)              (26,275)
        Proceeds from disposition of investment securities                                    32,857                     -
        Net realized gain on investments, pre-tax                                            (11,114)                    -
        Purchase of investments                                                             (106,016)                    -
        Loan receivable                                                                       24,020                     -
        Depreciation and amortization                                                            195                     -
        Deferred offering costs                                                                    -                (7,239)
        Accounts receivable                                                                        -              (100,000)
        Other assets                                                                           4,882                     -
        Accounts payable                                                                      17,167                 8,375
        Accrued interest and expenses payable                                                (13,054)               (4,217)
        Deferred Taxes Payable                                                                65,879                     -
        Deposits payable                                                                           -                14,900
                                                                                       --------------       ---------------

                  Net cash used for
                  operating activities                                                      (133,191)              (22,509)
                                                                                       --------------       ---------------

Cash Flows from Financing Activities
        Proceeds from notes payable                                                           25,980                     -
        Payments on notes payable                                                                  -               (30,000)
        Stock issued pursuant to settlement                                                   39,840                     -
        Stock issued for debt                                                                      -                39,669
                                                                                       --------------       ---------------

                  Net cash provided by
                  financing activities                                                        65,820                 9,669
                                                                                       --------------       ---------------

Decrease in Cash                                                                            $(67,371)             $(12,840)
                                                                                       --------------       ---------------

Cash and Cash Equivalents - Beginning of Period                                               67,609                13,168
                                                                                       --------------       ---------------

Cash and Cash Equivalents - End of Period                                                      $ 238                 $ 328
                                                                                       ==============       ===============
</TABLE>




     The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                 March 31, 2008

<TABLE>
<CAPTION>

                       Original
                       Date of                                                                  Original      Fair
  Shares   Warrants    Acquisition                                                               Cost         Value
---------------------------------------                                                      ------------ ------------
<S>        <C>         <C>             <C>                                                   <C>          <C>
                                       Noncontrol Affiliate Investments, 149% of net assets


   528,125 (1)         Nov-04          Strategic Environmental & Energy Resources, Inc.         $121,214    $ 815,640

   125,000 (2)         Mar-08          publicly traded over the counter,                          75,510      193,051

            125,000    Mar-08          provider of technology-based industrial services           24,490       75,535
                                       in the environmental, energy and rail transport,
                                       141% of net assets(3)

   845,000             Aug-04          Lumonall, Inc. publicly traded over the counter,          $ 8,450     $ 21,292
                                       global supplier of photoluminescent products,
                                       3% of net assets (4)

    21,250             Apr-07          Fluid Media Networks, Inc. privately held,               $ 85,000     $ 42,500
                                                                                             ------------ ------------
                                       6% of net assets

                                       TOTAL INVESTMENTS                                        $314,664   $1,148,018
                                                                                             ============ ============
</TABLE>

         (1)      Company  reverse split the stock at 1 for 4 shares January 22,
                  2008

         (2)      Note plus  $50,000 cash  exchanged  for Shares and Warrants of
                  SENR

         (3)      Formerly Satellite Organizing Solutions, Inc.

         (4)      Formerly Midland International Corporation





     The accompanying notes are an integral part of the financial statements.

                                        6


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                       Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                   Three Months Ended       Year Ended
                                                                                      March 31,            December 31,
                                                                                       2008                    2007
                                                                                 ------------------     -------------------


Changes in net assets from operations:
<S>                                                                                      <C>                     <C>
     Net investment income (loss)                                                        $ 105,871               $ (21,327)
     Net realized gain (loss) on investments, net of tax                                     7,335                  32,816
     Net change in unrealized increase (decrease), net of tax                              507,062                  20,324
                                                                                 ------------------     -------------------

           Net increase (decrease) in net assets from operations                           620,269                  31,813
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                                39,840                 109,596
      Issuance of common stock for debt                                                          -                  36,272
                                                                                 ------------------     -------------------

           Net increase (decrease) in net assets from stock transactions                    39,840                 145,868
                                                                                 ------------------     -------------------

Net increase (decrease) in net assets                                                      660,109                 177,681
Net assets at beginning of year                                                            104,754                 (72,927)
                                                                                 ------------------     -------------------

Net assets at end of period                                                              $ 764,863               $ 104,754
                                                                                 ==================     ===================
</TABLE>


     The accompanying notes are an integral part of the financial statements.


                                        7


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Infinity  Capital Group,  Inc. ("ICG",  the "Company"),  was incorporated in the
State  of  Maryland  on  July  8,  2003.  ICG is a  non-diversified,  closed-end
management  investment  company  that has  elected  to be  treated as a Business
Development  Company("BDC")  under the  Investment  Company  Act of 1940  ("1040
Act").

On April 29, 2005, the Company  entered into a Plan of Merger with Fayber Group,
Inc.  ("Fayber").  The Company acquired all of the outstanding  shares of Fayber
for the  purposes of  accomplishing  the Merger of the  Company and Fayber.  All
shares of Fayber were retired by virtue of the merger.  The Merger was completed
on May 2,  2005 with the  Company  as the  surviving  corporation.  The  Company
acquired  100% of Fayber in exchange  for 100,000  shares of common  stock and a
$20,000 Promissory Note.

As a BDC, the Company must be  primarily  engaged in the business of  furnishing
capital and making available  managerial  assistance to companies that generally
do not have ready access to capital  through  conventional  financial  channels.
Such companies are termed "portfolio" companies.

The  Company  invests in  portfolio  companies  that  management  identifies  as
emerging growth  companies  positioned to benefit from additional  financing and
managerial  assistance.  The portfolio  companies  frequently  have little or no
prior  operating  history.  The Company  intends on investing in emerging growth
companies,  defined as (A)  publicly  traded  companies  whose  market for their
securities  are  thinly  traded  which  may be  caused  by a shift  in  business
direction,  change in market or industry in which they operate, or various other
factors  causing their stock and trading in their stock to not be in or fall out
of favor; (B) publicly traded companies that have non-marginable  securities and
seek expansion or mezzanine  capital to implement growth  strategies  executable
within 12-24 months;  and (C) private  companies  seeking expansion or mezzanine
financing and which wish to access the equity capital markets within the next 12
months.

BASIS OF PRESENTATION:

The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
March 31,  2008,  and the results of  operations  and cash flows for all periods
presented have been made.


                                        8


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (Unaudited)

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the audited  financial  statements
and related  notes and schedules  included in the  Company's  2007 Annual Report
filed dated  December 31, 2007.  The results of operations for the periods ended
March 31, 2008 and 2007 are not necessarily  indicative of the operating results
for the full years.

In the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31,  2007,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability  to  continue  as a  going  concern.  The  Company's  interim
financial  statements  for the  three  months  ended  March  31,  2008 have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  settlement  of  liabilities  and  commitments  in the normal  course of
business.

NOTE 2 - INVESTMENTS

As of March 31, 2008, the Company has made  investments in four target companies
that total  approximately  $361,000 in funded  capital.  We have  completed  the
following transactions:
<TABLE>
<CAPTION>
PORTFOLIO COMPANY                                       DATE              INVESTMENT          COST
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                  <C>
Strategic Environmental & Energy Resources, Inc.*    November 2004     Common stock         121,336
Strategic Environmental & Energy Resources, Inc.*    March 2008        Common stock          75,510
Strategic Environmental & Energy Resources, Inc.*    March 2008        Warrants              24,490
Heartland Inc                                        September 2004    Common stock          12,500
Fluid Media Networks                                 May 2007          Common Stock          85,000
Lumonall, Inc.**                                     August 2004       Common stock          42,100
                                                                                           ----------
TOTAL                                                                                       360,936
                                                                                           ==========
</TABLE>

* In January 2008,  Satellite  Organizing  Solutions,  Inc.  changed its name to
Strategic Environmental & Energy Resources, Inc.

** On July 18, 2005 Azonic Corporation changed its name to Midland International
Corporation.  On August 16,2007 Midland  International  Corporation  changed its
name to Lumonall, Inc.

Investments  are  stated  at  "value"  as  defined  in the  1940  Act and in the
applicable  regulations  of the Securities and Exchange  Commission.  Value,  as
defined in Section  2(a) (41) of the 1940 Act, is (i) the market price for those
securities for which a quotation is readily available and (ii) the fair value as
determined  in good faith by, or under the  direction of, the Board of Directors
for all other assets.



                                        9

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (Unaudited)

The  Company,  as a BDC,  will  generally  invest  in  illiquid  and  restricted
securities.  The Company's investments may be subject to certain restrictions on
resale and may have no ready trading  market.  The Company values  substantially
all of its investments at fair value as determined in good faith by the Board of
Directors  in  accordance  with the  Company's  valuation  policy.  The  Company
determines  fair  value  to be the  amount  for  which  an  investment  could be
exchanged  in  orderly  disposition  over a  reasonable  period of time  between
willing  parties rather than in a forced or liquidation  sale.  Factors that the
Board of  Directors  may  consider in  determining  fair value of an  individual
investment are financial  performance and condition,  business plan and progress
towards plan,  restrictions  on the investment  securities,  liquidity,  trading
activity, financing activity and relative valuation to comparable companies.

With  respect to our  investments  for which market  quotations  are not readily
available and/or  investments  subject to  restrictions,  our Board of Directors
recently  adopted a multi-step  valuation  process for each quarter as described
below:

1)   Management reviews all investments and summarizes current status:

2)   An  independent  valuation  firm  conducts  independent  appraisals  of all
     investments;

3)   The audit  committee  of our board of  directors  reviews  the  managements
     summary and the report of the  independent  valuation firm and  supplements
     with additional comments; and

4)   The Board of Directors discusses valuation and determines the fair value of
     each  investment  in our  portfolio  in good  faith  based on the  input of
     management, the independent valuation firm and the audit committee.

This policy became effective for the quarter ending September 30, 2006. Previous
to adopting this process management communicated informally with the independent
valuation  firm whose report was  submitted to the board of directors for review
and comment.  The audit  committee was formed in April 2006 and has reviewed the
valuation  reports and  financial  statements  beginning  with the quarter ended
March 31, 2006.

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity securities owned at March 31, 2008 and December 31, 2007
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair  values.  The Company uses the  first-in,  first-out
(FIFO) method of accounting for sales of its investments.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company for the three months ended March 31, 2008 and 2007 incurred expenses
of  approximately  $10,690 and  $5,329,  respectively,  to a company  affiliated
through an Officer & Director for management fees and expenses.


                                       10

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (Unaudited)

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the three months ended March 31, 2008 the Company  retired  notes payable
in the  amount of  $24,020  and issued a new note for  $50,000  to  Theodore  A.
Greenberg, an officer of the Company.

Additionally,  the Company  reached a settlement  agreement  with two debtors on
over due loans  calling for the Company to  immediately  pay $50,000 in cash and
issue  100,000  shares on  Infinity  common  stock.  The  debtors are still owed
$75,000  and in  accordance  with the  loan  terms  received  78,125  shares  in
Strategic Environmental & Energy Solutions,  Inc. The value of the shares issued
to the debtors was  charged as an expense  and is included in the  statement  of
operations on the interest  expense and  settlement  costs line. As of March 31,
2008 $108,000 in notes payable plus related accrued  interest are in default for
lack of repayment by their due date. $75,000 of the notes in default are secured
by the Company's investment in Strategic Environmental & Energy Solutions,  Inc.
For the three month  period ended March 31, 2007 the Company  incurred  interest
expense and settlement costs on notes payable of $44,901.

NOTE 5 - STOCKHOLDERS' EQUITY

During the three months ended March 31, 2008,  the Company issued 100,000 shares
of its common stock, as part of the settlement agreement described in Note 4.

NOTE 6 - EMPLOYMENT CONTRACTS

On April 20, 2006 Gregory  Laborde and Theodore A. Greenberg  signed  employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has completed its planned  Regulation E offering for at least $1,500,000
and to defer a proportionate  amount of his  compensation if the offering raises
less than  $3,000,000.  Such  deferral  until the Company has raised  additional
capital or sufficient income from fees and/or  investments is achieved.  In lieu
of Mr.  Laborde's  salary,  management  fees have  been paid to a company  he is
affiliated  with.  These fees have been in an amount lower than the  contractual
amount.  Mr.  Laborde and Mr.  Greenberg have agreed to waive all salary amounts
due under their contracts which were not paid or accrued by March 31, 2008.










                                       11


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (Unaudited)

NOTE 7 - FINANCIAL HIGHLIGHTS

The following is a schedule of financial  highlights  for the three month period
ended March 31, 2008 and the year ended December 31, 2007.
<TABLE>
<CAPTION>


                                                                           THREE MONTHS ENDED        YEAR ENDED
                                                                                 MARCH 31,          DECEMBER 31,
                                                                                   2008                 2007
                                                                            -------------------  -------------------

<S>                                                                         <C>                  <C>
        Per share information
        Net asset value, beginning of period                                              0.02                (0.01)
                                                                            -------------------  -------------------

           Net investment income (loss) (1)                                               0.02                (0.00)
           Net realized and unrealized gain (loss) (1)                                    0.08                 0.01
                                                                            -------------------  -------------------

        Net increase (decrease) in net assets
           resulting from operations (1)                                                  0.10                 0.01
        Issuance of common stock, warrants
           and other new equity (1)                                                       0.01                 0.02
                                                                            -------------------  -------------------

        Net asset (deficit) value, end of year                                            0.12                 0.02
                                                                            ===================  ===================

        Per share market value, end of year (2)                                            N/A                  N/A

        Total Return Based Upon Net Asset Value (3)                                       516%                  N/A

        Ratios and Supplemental Data
        Net assets (deficit), end of year                                              764,863              104,754
        Common shares outstanding at end of period                                   6,270,774            6,140,774
        Diluted weighted average number of
           shares outstanding during the year                                        6,287,098            6,103,745
        Ratio of expenses to average net assets (4)                                        85%                1531%
        Ratio of net increase (decrease) in net assets
           from operations to average net assets (4)                                      143%                 314%
        Average Debt Outstanding                                                       145,010              134,509
        Average Debt Per Share (1)                                                        0.02                 0.02
</TABLE>

     (1)  Calculated   based  on  diluted  weighted  average  number  of  shares
          outstanding during the period.
     (2)  Not applicable - prior to public trading of shares
     (3)  2007 did not start with positive net assets so cannot compute
     (4)  Average net assets were low in 2007  resulting in  calculation  out of
          scale

                                       12

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH OUR  UNAUDITED
FINANCIAL  STATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND
BECAUSE WE DESIRE TO TAKE  ADVANTAGE  OF, THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING
CERTAIN FORWARD LOOKING STATEMENTS IN THE FOLLOWING  DISCUSSION AND ELSEWHERE IN
THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF, WHETHER OR NOT
IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE  COMMISSION.  FORWARD-LOOKING
STATEMENTS ARE STATEMENTS NOT BASED ON HISTORICAL  INFORMATION  AND WHICH RELATE
TO FUTURE  OPERATIONS,  STRATEGIES,  FINANCIAL  RESULTS  OR OTHER  DEVELOPMENTS.
FORWARD LOOKING  STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS
THAT ARE INHERENTLY  SUBJECT TO SIGNIFICANT  BUSINESS,  ECONOMIC AND COMPETITIVE
UNCERTAINTIES AND  CONTINGENCIES,  MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY
OF WHICH,  WITH  RESPECT TO FUTURE  BUSINESS  DECISIONS,  ARE SUBJECT TO CHANGE.
THESE  UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE
ACTUAL RESULTS TO DIFFER  MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING
STATEMENTS  MADE BY, OR ON OUR BEHALF.  WE  DISCLAIM  ANY  OBLIGATION  TO UPDATE
FORWARD-LOOKING STATEMENTS.

OVERVIEW

Infinity Capital Group is a non-diversified,  closed-end  management  investment
company that has elected to be treated as a Business Development Company ("BDC")
under the  Investment  Company Act of 1940 ("1940  Act").  As a BDC, the Company
must be  primarily  engaged in the  business  of  furnishing  capital and making
available  managerial  assistance to companies  that generally do not have ready
access to capital through  conventional  financial channels.  Such companies are
termed "portfolio" companies.

The Company  has no plans at this time for  purchases  or sales of fixed  assets
which would occur in the next twelve months.

The Company has no expectation or anticipation of significant  changes in number
of employees in the next twelve  months,  it may acquire or add  employees of an
unknown number in the next twelve months.

RESULTS OF  OPERATIONS  FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2008 COMPARED
TO THE THREE MONTH PERIOD ENDED MARCH 31, 2007.

During the  three-month  period  ending  March 31,  2008,  the  Company  did not
recognize  any  investment  income from its  investment  activities  compared to
$100,000  for the same period in 2007.  During the three  months ended March 31,
2007, investment income included consulting services to Fluid Audio Networks for
which the Company received $15,000 in cash and $85,000 in stock.

                                       13


<PAGE>

The Company had an increase in change in unrealized gains from investments,  net
of tax, of $507,062 during the three months ended March 31, 2008, compared to an
increase  in the change in  unrealized  gains from  investments,  net of tax, of
$26,275  during the three months ended March 31, 2007. The increase in change in
unrealized gains from  investments  during the three months ended March 31, 2008
is largely a result of the  Company's  investment in Strategic  Environmental  &
Energy Solutions.

The Company  incurred  $65,879 in deferred  taxes  during the three months ended
March 31, 2008, which relates to unrealized  gains on the Company's  holdings in
Strategic  Environmental  & Energy  Solutions.  The deferred tax amount is after
allowing for the  Company's  net operating  losses which had  accumulated  since
inception.

During the three months ended March 31, 2008, the Company incurred  expenses for
professional  fees in the amount of $19,921  compared to $9,138 during the three
months ended March 31, 2007.

The Company  incurred  insurance  costs of $3,360  during the three months ended
March 31, 2008 compared to $11,132 during the three months ended
March 31, 2007. Insurance costs consist mainly of costs related to Directors and
Officers insurance.

During the three months ended December 31, 2008, the Company incurred management
fees in the amount of $10,690  compared to $5,329  during the three months ended
March 31, 2007.  The increase of $5,361 is a result of increased  activity  over
the prior period.

Other  general and  administrative  expenses during the  three months ended
March 31, 2008 were  $8,370  compared to $6,673  during the three  months  ended
March 31,  2007.  There  was an  increase  of  $1,697  as a result  of  increase
operating activity.

The Company had a net  increase in net assets from  operations  of $620,269  for
during the three  months  ended March 31, 2008 as compared to a net  increase in
net assets from operations of $91,947 for the three months ended March 31, 2007.
This  represents  an increase of $528,322.  The increase in net assets per share
from  operations for the three months ended March 31, 2008 was $0.10 compared to
a decrease of $0.02 for the three months ended March 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash on hand of $238 at March 31, 2008. The Company owns stock
in two small public  companies which it may sell in increments for capital.  The
Company has current liabilities totaling $382,072.  The Company expects to raise
capital in connection  with its proposed  Regulation E offering and  anticipates
that the funds  available  from this  offering  would provide  required  working
capital for the next twelve months.

                                       14
<PAGE>


During the three months ended March 31, 2008, the  outstanding  notes payable of
the Company decreased during the quarter from $158,000 to $132,020.

GOING CONCERN

Prior to January 1, 2008, the Company had  accumulated  significant  losses form
operations and in all  likelihood  will be required to make  significant  future
expenditures  in connection with  continuing  acquisition and marketing  efforts
along with general  administrative  expenses. The Company's most valuable assets
are  investment  securities  with  limited  liquidity.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management plans to fund operations of the Company through  non-interest bearing
advances from existing  shareholders and the sale of its securities including as
part of the  Company's  Regulation  E  offering,  until  such time as a business
combination or other profitable investment may be achieved. There are no written
agreements  in place for such funding,  and there can be no assurance  that such
funding will be available in the future.

NEED FOR ADDITIONAL FINANCING

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover  expenses as they may be
incurred.  The Company filed its final  Regulation E offering  circular with the
Securities and Exchange  Commission and is actively seeking capital.  This final
offering was amended from an offering of up to 1,250,000 Units at $2.40 per Unit
to an offering of 6,062,500  shares for a maximum  aggregate price of $4,850,000
or $0.80 per share.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods  specified in the SEC rules and forms, and that such information is
accumulated and  communicated  to our management,  including the Chief Executive
Officer as appropriate to allow timely decisions regarding required disclosure.

                                       15
<PAGE>

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls and  procedures as defined in Exchange Act Rules  13a-14(c) as of March
31, 2008 (the  "Evaluation  Date") concluded that as of the Evaluation Date, the
Company's  disclosure  controls  and  procedures  were  effective to ensure that
material  information  relating  to the  Company  would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods specified in the SEC's rules and forms.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

      (i)      pertain to the maintenance of records that, in reasonable detail,
               accurately and fairly reflect the  transactions  and dispositions
               of our assets;

      (ii)     provide  reasonable  assurance that  transactions are recorded as
               necessary to permit preparation

      (iii)    provide  reasonable  assurance  regarding  prevention  or  timely
               detection of unauthorized

Management's  assessment  of  the  effectiveness  of the  Registrant's  internal
control over  financial  reporting is as of the quarter ended March 31, 2008. We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.
                                       16


<PAGE>
This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended March 31, 2008,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.


ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following unregistered sales of its securities from January
1, 2008 through March 31, 2008:

During the three month period ended March 31, 2008, 100,000 shares of restricted
common  stock were issued to a note  holders as part of a  settlement  agreement
with that note holder.


                                       17
<PAGE>

Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933 Act").  The  individual  and/or entity listed above that received the
unregistered  securities  was known to the Company and its  management,  through
pre-existing business  relationships.  The individual and/or entity was provided
access to all material  information,  which was requested,  and all  information
necessary to verify such  information  and were afforded access to management of
the Company in connection with the issuance. The individual and/or entity of the
unregistered  securities  acquired such securities for investment and not with a
view  toward  distribution,  acknowledging  such  intent  to  the  Company.  All
certificates  or  agreements  representing  such  securities  that  were  issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The  following is a complete  list of exhibits  filed as part of this Form 10-Q.
Exhibit  numbers  correspond  to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.


              EXHIBIT NO.       DESCRIPTION
                  31.1          Section 302 Certification - CEO
                  31.2          Section 302 Certification - CFO
                  32.1          Section 906 Certification - CEO
                  32.2          Section 906 Certification - CFO

                                       18


<PAGE>
                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  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:   May 15, 2008          By: /s/Gregory H. Laborde
                                   -----------------------------------
                                   Gregory H. Laborde,
                                      President & Chief Executive Officer



Dated:   May 15, 2008          By: /s/Theodore A. Greenberg
                                   -----------------------------------
                                   Theodore A. Greenberg,
                                      Chief Financial Officer &
                                      Chief Investment Officer &
                                    Secretary





                                       19