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



                                  FORM 1O-QSB/A
                                 Amendment No. 2


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 2005
                              ---------------------------

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         EXCHANGE ACT OF 1934

For the transition period from ____________________ to _____________________

                        Commission file number 000-30999

                          Infinity Capital Group, Inc.
             (Exact name of registrant as specified in its charter)


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

80 Broad Street, 5th Floor, New York, New York                   10004
----------------------------------------------                   -----
(Address of principal executive offices)                      (Zip Code)


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

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  preceding 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 shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of November 11, 2005, there were 5,695,487 shares of Common Stock,  $.001 par
value, outstanding.

Transitional Small Business Disclosure Format (Check One):


Yes ______                 No ___x____
                                 -

<PAGE>

                          INFINITY CAPITAL GROUP, INC.

                                      INDEX

                                                                       PAGE  NO.

Part I - Financial Information

     Item 1. Financial Statements (Unaudited)

         Balance Sheets - September 30, 2005
                  and December 31, 2005                                       3

         Statements of Operations - Three months and Nine months
                  ended September 30, 2005 and 2004                           4

         Statements of Cash Flows - Nine months ended
                  September 30, 2005 and 2004                                 5

         Schedule of Investments September 30, 2005                           6

         Statements of Changes in Net Assets                                  7

         Notes to Financial Statements                                        8

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

     Item 3.  Controls and Procedures                                        16

Part II - Other Information

     Item 2.  Changes in Securities and Use of Proceeds                      16

     Item 6.  Exhibits                                                       17

         Signatures                                                          18



                                       1
<PAGE>

This Amendment No. 2 on Form 10-QSB/A  ("Amendment No. 2" or "Form 10-QSB/A") to
our Amended  Quarterly  Report on Form  10-QSB/A  for the fiscal  quarter  ended
September 30, 2005, which was filed with the Securities and Exchange  Commission
on September  21, 2006,  (the  "Amended  Filing No. 1"), is being filed to amend
Part I,  Item 1  Financial  Statements,  Schedule  of  Investments  and Note 6 -
Financial Highlights in response to Staff comments received by Infinity Capital,
Inc. relating to Infinity's financial statements.

In addition,  pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002,
Infinity Capital,  Inc. is including with this Amendment No. 2 certain currently
dated certifications. This Form 10-QSB/A amends and replaces the Original Filing
and the Amended Filing No. 1 in its entirety. Infinity Capital, Inc. is refiling
the entire  Original  Filing and  Amended  Filing No. 1 (as amended by this Form
10-QSB/A) with this Form 10-QSB/A.  Except as described  above,  no changes have
been made to the Amended Filing No. 1.

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 footnote  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 April 30, 2004,  included in the Company's Form 10-KSB for April 30, 2004 and
the  financial  statements  filed in the  Company's  Form 8-K on May 5, 2005 for
Infinity Capital Group, Inc. for year ended December 31, 2004.



                                       2

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                          September. 30,      Dec. 31,
                                                                             2005               2004
                                                                        ---------------    ---------------
                                                                           Unaudited
   ASSETS


<S>                                                                     <C>                <C>
      Investments in non-controlled affiliates                          $      304,474     $    1,319,925
           (Cost: 2005 - $52,085; 2004 - $54,600)
      Controlled Investments (Cost $121,326)                                   218,750            177,500
      Cash                                                                         629                987
      Accrued receivables                                                                          12,831
      Notes receivable - related parties                                                           24,639
      Other receivables - related parties                                        5,189                510
      Goodwill                                                                  22,120
      Other assets                                                                 262                262
                                                                        ---------------    ---------------

Total Assets                                                            $      551,424     $    1,536,654
                                                                        ===============    ===============

      LIABILITIES

      Accrued payables                                                  $       69,802     $       34,377
      Due to related parties                                                                           20
      Notes payable                                                            146,834            192,500
      Deferred tax liability                                                   120,000            451,770
                                                                        ---------------    ---------------

Total Liabilities                                                       $      336,636     $      678,667
                                                                        ---------------    ---------------

NET ASSETS (DEFICIT)                                                    $      214,788     $      857,987
                                                                        ===============    ===============

Composition of net assets
      Preferred stock, $.001 par value;
          10,000,000 shares authorized; none issued
          and outstanding                                               $            -     $            -
      Common stock, $.001 par value;
          100,000,000 shares authorized;
          5,695,487 & 5,335,237
          issued and outstanding                                                 5,695              5,335
      Additional paid in capital                                               315,749            149,402
      Accumulated income (deficit)
         Accumulated net operating income (deficit)                           (476,134)          (286,067)
         Net realized gain (loss) on investments, net of tax                   140,665            119,588
         Net unrealized increase (decrease) of
             investments, net of deferred tax                                  228,813            869,729
                                                                        ---------------    ---------------
Net Assets                                                              $      214,788     $      857,987
                                                                        ===============    ===============

Net Asset Value Per Share                                               $         0.04     $         0.16
                                                                        ===============    ===============
</TABLE>

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

                                       3
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>


                                                                        Quarter Ended                 Nine Months Ended
                                                                 September 30,   September 30,    September 30,    September 30,
                                                                   2005            2004           2005               2004
                                                                -----------     ------------    ----------         ---------
                                                                Unaudited       Unaudited       Unaudited          Unaudited
Investment Income
<S>                                                             <C>             <C>             <C>                <C>
   Interest income                                                     638                1           672                 7
   Other                                                             2,000                -         2,000                 -
                                                                -----------     ------------    ----------         ---------
Total Investment Income                                              2,638                1         2,672                 7
                                                                -----------     ------------    ----------         ---------

Expenses:
   Management Fees                                                  16,320           11,850        34,820            28,250
   Salaries and wages                                              (10,000)               -        10,000                 -
   Directors Fees                                                  (10,000)               -         5,000                 -
   Professional fees                                                                 16,990       100,687             8,490
   General and administrative                                       13,411            6,101        28,935             9,514
   Meals & Entertainment                                             3,443                -        10,709                 -
   Interest expense                                                      -                -         2,590                 -
   Loan Fees                                                             -           37,500             -            37,500
                                                                -----------     ------------    ----------         ---------
                                                                    13,174           72,441       192,741            83,754
                                                                -----------     ------------    ----------         ---------

Loss from continuing operations before income taxes                (10,536)         (72,440)     (190,069)          (83,747)
                                                                -----------     ------------    ----------         ---------

Provision for income tax                                                 -                -             -                 -
                                                                -----------     ------------    ----------         ---------

      Net income (loss) from continuing operations                 (10,536)         (72,440)     (190,069)          (83,747)

Net realized and unrealized gains (losses):
   Net realized gain (loss) on investments, net of tax              21,077           83,553        21,077            83,553
   Change in unrealized increase (depreciation)
        of non-controlled affiliate investments, net of tax       (299,907)               -      (640,916)                -
                                                                -----------     ------------    ----------         ---------

Net realized and unrealized gains (losses)                        (278,830)          83,553      (619,839)           83,553
                                                                -----------     ------------    ----------         ---------

Net increase (decrease) in net assets from operations           $ (289,366)     $    11,113     $(809,908)         $   (194)
                                                                ===========     ============    ==========         =========

Net increase (decrease) in net assets per share
  From continuing operations
  Basic                                                         $    (0.05)     $      0.00     $   (0.15)         $  (0.00)
  Diluted                                                       $    (0.05)     $      0.00     $   (0.15)         $  (0.00)
                                                                ===========     ============    ==========         =========

Weighted average number of
common shares outstanding
  Basic                                                          5,593,052        5,104,246     5,506,538          5,104,246
  Diluted                                                        5,593,052        5,730,996     5,506,538          5,730,996
                                                                ===========     ============    ==========         =========
</TABLE>

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

                                       4
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                             Nine Months Ended
                                                                                      September 30,        September 30,
                                                                                        2005                   2004
                                                                                  -----------------     --------------------
                                                                                       Unaudited             Unaudited
Cash Flows From Operating Activities:
<S>                                                                               <C>                   <C>
     Net increase (decrease) in net assets from operations                        $       (809,906)     $           (11,307)

     Adjustments  to  reconcile  net  increase  (decrease)  in net  assets  from
     operations to net cash used in operating activities:
          Change in net unrealized (increase) decrease                                     640,916
          Gain on sale of securities                                                       (21,077)
          Proceeds from disposition of investments securities                               22,592
          Investment Securities                                                                                     (12,500)
          Accrued receivables                                                               12,831
          Due from related parties                                                          (4,679)
          Other assets
          Accrued payables                                                                  35,425                   (8,288)
          Due to related parties                                                               (20)
          Interest Expense For Warrants Issued With Note Payable                               795
                                                                                  -----------------     --------------------
               Net cash provided by (used for)
               operating activities                                                       (123,123)                 (32,095)
                                                                                  -----------------     --------------------

Cash Flows From Investing Activities:
      Goodwill Fayber merger                                                      $        (22,120)
      Notes receivable - related parties                                                    24,639                  (25,602)
                                                                                  -----------------     --------------------
               Net cash provided by (used for)
               investing activities                                                          2,519                  (25,602)
                                                                                  -----------------     --------------------

Cash Flows From Financing Activities:
     Proceeds from notes payable                                                            68,334                   28,500
     Sales of common stock                                                                  51,912                   15,301
                                                                                  -----------------     --------------------
               Net cash provided by (used for)
               financing activities                                                        120,246                   43,801
                                                                                  -----------------     --------------------

Net Increase (Decrease) In Cash                                                               (358)                 (13,896)
Cash At The Beginning Of The Period                                                            987                   13,896
                                                                                  -----------------     --------------------

Cash At The End Of The Period                                                     $            629      $                 -
                                                                                  =================     ====================

Schedule of noncash investing and financing activiies
      100,000 shares of common stock issued for note payable                      $         25,000
                                                                                  =================
      Notes payable contributed to additional paid in capital                     $         89,000
                                                                                  =================
</TABLE>

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

                                       5
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               September 30, 2005
<TABLE>
<CAPTION>
<S>             <C>           <C>                                                      <C>           <C>
                 Original
                  Date of                                                                Original         Fair
   Shares       Acquisition                                                                Cost          Value
-------------  ---------------                                                         ------------- ---------------

                              Common stock in controlled affiliates -
                              101.84% of net assets

   2,500,000          Nov-04  Satellite Organizing Solutions, Inc.,
                              publicly traded over the counter,
                              101.84% of net assets, communications & business
                              systems design and consulting                            $    121,326  $      218,750
                                                                                       ------------- ---------------

                              Subtotal                                                 $    121,326  $      218,750
                                                                                       ------------- ---------------

                              Common stock in non-controlled affiliates -
                              141.76% of net assets

     108,750          Jun-04  Heartland, Inc., publicly traded over the counter,
                              24.15% of net assets, telecommunications                 $     10,985  $       51,874

   4,210,000          Aug-04  Midland International Corporation, publicly traded
                              over the counter, 117.61% of net assets,
                              telecommunications                                       $     42,100  $      252,600
                                                                                       ------------- ---------------

                              Subtotal                                                 $     53,085  $      304,474

                              TOTAL INVESTMENTS                                        $    174,411  $      523,224
                                                                                       ============= ===============
</TABLE>





                                       6
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS
                                    Unaudited


<TABLE>
<CAPTION>
                                                                              Nine Months
                                                                                Ended                Year Ended
                                                                              Sept. 30,               Dec. 31,
                                                                                 2005                   2004
                                                                           -----------------      -----------------

Changes in net assets from operations:
<S>                                                                        <C>                    <C>
     Net investment income (loss)                                          $       (190,069)      $       (197,405)
     Net realized gain (loss) on investments, net of tax                             21,077                119,588
     Net change in unrealized increase (decrease),
           net of tax                                                              (640,916)               911,176
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from operations                   (809,908)               833,359
                                                                           -----------------      -----------------

Capital stock transactions:
      Proceeds from issuance of common stock                                         76,914                  7,500
      Proceeds from issuance of warrants                                                                     2,000
      Issuance of common stock for debt                                              89,000                122,094
      Warrants Issued With Notes Payable                                                795                  3,356
      Paid in capital                                                                                       12,500
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from stock transactions            166,709                147,450
                                                                           -----------------      -----------------

Net increase (decrease) in net assets                                              (643,199)               980,809
Net assets at beginning of year                                                     857,987               (122,822)
                                                                           -----------------      -----------------

Net assets at end of period                                                $        214,788       $        857,987
                                                                           =================      =================
</TABLE>


                                       7
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

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 ("1940
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.

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
September 30, 2005, 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
                               SEPTEMBER 30, 2005

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  2004 Annual Report
filed dated  December 31, 2004.  The results of operations for the periods ended
September  30, 2005 and 2004 are not  necessarily  indicative  of the  operating
results for the full years.


NOTE 2 - INVESTMENTS

As of  September  30,  2005,  the Company has made three  investments  in target
companies that total approximately $175,000 in funded capital. We have completed
the following transactions:
<TABLE>
<CAPTION>

PORTFOLIO COMPANY                           DATE              INVESTMENT        COST
<S>                                         <C>               <C>              <C>
Satellite Organizing Solutions, Inc.        November 2004     Common stock       121,336
Heartland, Inc.                             September 2004    Common stock        12,500
Midland International Corp*                 August 2004       Common stock        42,100
                                                                               -----------
Total                                                                            175,926
</TABLE>

* On July 18, 2005 Azonic Corporation changed its name to Midland  International
Corporation.

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.

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 other 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.

                                       9
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

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  will be  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 September 30, 2005 and December 31,
2004 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 nine  months  ended  September  30, 2005 and 2004  incurred
expenses  of  approximately  $34,820  and  $28,250  respectively  to  a  company
affiliated through an Officer & Director for management fees.


                                       10
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 4- NOTES PAYABLE

During the nine months  ended  September  30, 2005 the  Company  incurred  notes
payable of  $83,750,  the  Company  repaid  notes  payable of  $17,166,  Class A
Warrants to purchase 100,000 shares of the Company's Common stock were exercised
utilizing a $25,000 note payable and $87,250 in notes payable were acquired by a
company  affiliated  through an Officer & Director  and  contributed  to paid in
capital for no consideration.

NOTE 5 - STOCKHOLDERS' EQUITY

During the nine months ended  September 30, 2005 the Company sold 160,250 shares
of the  Company's  Common  stock  through the  exercise of Class A Warrants  for
$48,857,  100,000 through the exercise of Class A Warrants for a note payable of
$25,000 and issued 100,000 shares of the Company's  Common stock to complete the
merger with Fayber Group, Inc.

NOTE 6 - FINANCIAL HIGHLIGHTS

The  following is a schedule of financial  highlights  for the nine month period
ended Sept. 30, 2005 and the year ended December 31, 2004.

<TABLE>
<CAPTION>
                                                                           Nine Months
                                                                              Ended              Year Ended
                                                                            Sept. 30,             Dec. 31,
                                                                              2005                  2004
                                                                        ------------------    ------------------
Per share information
<S>                                                                     <C>                   <C>
Net asset value, beginning of period                                                 0.16                 (0.02)
                                                                        ------------------    ------------------

   Net investment income (loss) (1)                                                 (0.03)                (0.03)
   Net realized and unrealized gain (loss) (1)                                      (0.12)                 0.18
                                                                        ------------------    ------------------

Net increase (decrease) in net assets
   resulting from operations (1)                                                    (0.15)                 0.15
Issuance of common stock, warrants
   and other new equity (1)                                                          0.03                  0.03
                                                                        ------------------    ------------------

Net asset (deficit) value, end of period                                             0.04                  0.16
                                                                        ==================    ==================

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

Total Return Based Upon Net Asset Value (3)                                           -94%                  N/A

Ratios and Supplemental Data
Net assets (deficit), end of period                                               214,788               857,987
Common shares outstanding at end of period                                      5,695,487             5,335,237
Diluted weighted average number of
   shares outstanding during the period                                         5,506,538             5,730,996
Ratio of expenses to average net assets (4)                                           76%                   54%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (4)                                        -318%                  227%
Average Debt Outstanding                                                          210,084               175,750
Average Debt Per Share (1)                                                           0.04                  0.03
</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)  2004 did not start with positive net assets so cannot compute
(4)  Annualized for interim period

                                       11
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE - 7 SUBSEQUENT EVENTS

Investments  -  The  value  of  the  Company's  investments  in  Azonic/Midland,
Heartland,  Inc. and Satellite Organizing Solutions,  Inc. has steadily declined
and as of June 30, 2006 the total value of these  investments was $239,534 which
is a decrease of $283,690 from the September 30, 2005  valuation.  The Company's
valuation procedure has been revised as described in Note 2 above.

Notes  Payable - As of June 30,  2006,  $100,000 in notes  payable  plus related
accrued interest are in default for lack of repayment by their due date.

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. 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 by June 30,
2006.











                                       12
<PAGE>

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

On April 29, 2005,  Infinity Capital Group, Inc. completed a Plan of Merger with
Fayber Group, Inc.  Infinity Capital Group,  Inc., a Maryland  corporation,  had
acquired  all shares  outstanding  of Fayber  Group,  Inc.  for the  purposes of
accomplishing a Merger of Infinity  Capital Group,  Inc. and Fayber Group,  Inc.
There was no change to the issued and  outstanding  shares of  Infinity  Capital
Group,  Inc., and all shares of Fayber Group, Inc. were retired by virtue of the
merger. The Merger was completed on May 2, 2005. Infinity Capital Group, Inc. is
the surviving corporation.

This report reflects the  consolidation of the operations of Infinity and Fayber
Group, Inc. as a result of the merger of Infinity and Fayber.

The Company has filed an election to operate as a Business  Development  Company
under the Investment Company Act of 1940.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 2004.

During  the  three-month  period  ending  September  30,  2005 the  Company  had
investment income of $2,638 compared to $1 for the same period in 2004.

During the three-month  period ending  September 30, 2005, the Company  realized
$21,077  in gains  from  investments  on the sale of shares in  Heartland,  Inc.
compared to $83,553 in realized gains from  investments on the sale of shares in
Azonic Corporation in the same period in 2004.

During the three-month  period ending September 30, 2005, the Company incurred a
decrease in change in unrealized gains from  investments of $(299,907)  compared
to no change in unrealized gains from investments in the same period in 2004.

The Company incurred $0 in expenses for professional fees during the three-month
period  ending  September 30, 2005  compared to $16,990  during the  three-month
period ending September 30, 2004.

The Company incurred  management fees,  salaries and directors fees in the total
amount costs of $(3,680) during the three-month period ending September 30, 2005
compared to a total of $11,850 for the same costs during the three-month  period
ending  September  30,  2004.  This  represents  a decrease of $15,530  which is
primarily due to an overaccrual reversal in the September 30, 2005 quarter.

Other general and administrative  expenses plus meals and entertainment  totaled
$16,854 for the three-month  period ending September 30, 2005 compared to $6,102
during the three-month period ending September 30, 2004 representing an increase
of $10,752.

                                       13
<PAGE>

During the three-month period ending September 30, 2005, the Company incurred $0
in loan fees  compared to $37,500 in loan fees in the same  period in 2004.  The
loan fees in 2004 were to refinance  notes payable that were  subsequently  paid
off in full  during  2004 as part of the  transaction  to sell  shares in Azonic
Corporation.

The Company had a net decrease in net assets from  operations of $(289,366)  for
the three-month  period ending  September 30, 2005 as compared to a net increase
in net assets from  operations  of $11,113  for the  three-month  period  ending
September 30, 2005. This represents a decrease of $300,479.  The decrease in net
assets per share from  operations for the  three-month  period in 2005 was $0.05
compared to $0.00 for the same period in 2004.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 2004.

During  the  nine-month  period  ending  September  30,  2005  the  Company  had
investment income of $2,672 compared to $7 for the same period in 2004.

During the nine-month  period ending  September 30, 2005,  the Company  realized
$21,077  in gains  from  investments  on the sale of shares in  Heartland,  Inc.
compared to $83,553 in realized gains from  investments on the sale of shares in
Azonic Corporation in the same period in 2004.

During the nine-month  period ending  September 30, 2005, the Company incurred a
decrease in change in unrealized gains from  investments of $(640,916)  compared
to no change in unrealized gains from investments in the same period in 2004.

The Company incurred  expenses for  professional  fees in the amount of $100,687
during the nine-month period ending September 30, 2005 compared to $8,490 during
the  nine-month  period ending  September 30, 2004.  This increase of $92,197 is
partially due to  professional  fees incurred in 2005 related to the merger with
Fayber and becoming an SEC reporting  company,  a potential  investment that was
terminated  during the due diligence  process and an  overaccrual  reversal that
decreased the earlier period amount.

The Company incurred  management fees,  salaries and directors fees in the total
amount costs of $49,820 during the nine-month  period ending  September 30, 2005
compared to a total of $28,250 for the same costs during the  nine-month  period
ending September 30, 2004 representing an increase of 21,570.

Other general and administrative  expenses plus meals and entertainment  totaled
$39,644 for the nine-month  period ending  September 30, 2005 compared to $9,514
during the nine-month  period ending September 30, 2004 representing an increase
of $30,130.  This is partially due to an overaccrual reversal that decreased the
earlier period amount.


                                       14
<PAGE>

During the nine-month  period ending September 30, 2005, the Company incurred $0
in loan fees  compared to $37,500 in loan fees in the same  period in 2004.  The
loan fees in 2004 were to refinance  notes payable that were  subsequently  paid
off in full  during  2004 as part of the  transaction  to sell  shares in Azonic
Corporation.

The Company had a net decrease in net assets from  operations of $(809,908)  for
the nine-month period ending September 30, 2005 as compared to a net decrease in
net assets from operations of $(194) for the nine-month  period ending September
30, 2005. This represents a decrease of $809712.  The decrease in net assets per
share from  operations for the  nine-month  period in 2005 was $0.15 compared to
$0.00 for the same period in 2004.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash position of $629 at September 30, 2005.  The Company owns
stock in three  small  public  companies  which  it may sell in  increments  for
capital. The Company had current liabilities of $216,636.  At June 30, 2006, the
Company had a cash  position of $79 and current  liabilities  of  $319,964.  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.

The notes payable of the Company  decreased  during the nine-month  period ended
September 30, 2005 from  $192,500 to $146,834.  New notes during the period were
from  Diana  Fridman in the amount of  $15,000,  William  Hicks in the amount of
$6,000, Wulf Rehder in the amount of $12,750,  $30,000 from GHL Group, a company
affiliated  through an Officer & Director  and the  $20,000  note for the Fayber
Group,  Inc.  merger.  Repayments  during the period  totaled  $17,166,  Class A
Warrants to purchase 100,000 shares of the Company's Common stock were exercised
by GHL Group, utilizing a $25,000 note payable and $87,250 in notes payable were
acquired by GHL Group and  contributed to paid in capital for no  consideration.
As of June 30, 2006, $100,000 in notes payable plus related accrued interest are
in default for lack of repayment by their due date.

GOING CONCERN

The Company has incurred  losses  since  inception  and has negative  equity and
working  capital.  Management  plans to fund  operations of the Company  through
non-interest  bearing  advances from existing  shareholders  and the sale of its
securities  including its proposed  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.


                                       15
<PAGE>

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.  We intend to conduct a Regulation E Offering of up to 1,250,000 Units
at $2.40 per Unit.

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.



ITEM 3.  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.

         Management,   after  evaluating  the  effectiveness  of  the  Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as
of  September  30,  2005  (the  "Evaluation  Date")  concluded  that  as of  the
Evaluation Date, the Company's  disclosure controls and procedures were adequate
and 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  quarterly  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.  Subsequent to the  evaluation  date,  the Company  became aware that
additional disclosures related to '40 Act reporting are required and has revised
its  disclosure  controls  and  procedures  accordingly.  The  filing of amended
financial  statements  and  disclosures  complying  with the '40 Act  have  been
completed.  To address any significant  deficiencies and material  weaknesses in
its '40 Act reporting,  and to take all required corrective actions, the Company
engaged  experienced   accounting   professionals  as  consultants  on  '40  Act
accounting,  disclosure and for  assistance in  implementing  revised  financial
statements  complying  with the '40 Act and  ongoing  '40 Act  compliance.  As a
result, all corrective actions were taken.


Part II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On September  15, 2005,  the Company  issued  24,000 shares of Common Stock to a
shareholder  for the  exercise  of Class A Warrants  at $.25 per share for total
gross proceeds of $6,000.  The shares were issued pursuant to the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933.

                                       16
<PAGE>

On September 12, 2005,  the Company issued 100,000 shares of Common Stock to GHL
Group,  Ltd.  upon the exercise by GHL of Class A Warrants at $.25 per share for
total gross proceeds of $25,000. In lieu of paying cash upon the exercise of the
warrants,  the  outstanding  debt due to GHL from the Company was reduced in the
amount of  $25,000.  The shares  were  issued  pursuant  to the  exemption  from
registration set forth in Section 4(2) of the Securities Act of 1933.

ITEM 6.  EXHIBITS

4.1  Debt Restructuring Agreement dated as of September 30, 2005, by and between
     the Company, Barry Wien, Frank Wien, GHL Group. Ltd., and Jeffrey Marcus.*

31   Certification of Chief Executive  Officer and Principal  Interim  Financial
     Officer  pursuant to Rule 13a-14(a)  under the  Securities  Exchange Act of
     1934.

32   Certification  by  the  Chief  Executive   Officer  and  Principal  Interim
     Financial  Officer  pursuant to 18 USC Section 1350, as adopted pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

*Previously filed in Form 10QSB for quarter ended September 30, 2005.


                                       17
<PAGE>


                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) 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.

         Date: January 25, 2007                By: /s/Gregory H. Laborde
                                               -----------------------------
                                               Gregory H. Laborde, President,
                                               Chief Executive Officer and
                                               Director

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

         Date: January 25, 2007            By: /s/Gregory H. Laborde
                                               -----------------------------
                                               Gregory H. Laborde, President,
                                               Chief Executive Officer and
                                               Director

         Date: January 25, 2007            By: /s/Theodore A. Greenberg
                                               -----------------------------
                                               Theodore A. Greenberg, Chief
                                               Financial Officer, Chief
                                               Investment Officer, Secretary and
                                               Director




                                       18