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 SEPTEMBER 30, 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 November  13, 2008 the number of shares  outstanding  of the  registrant's
class of common stock was 6,472,899.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>                                                                                               <C>
                                                                                                          PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                                              2

          Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007 (audited)              3

          Statements of Operations (unaudited) for the three and nine months ended
          September 30, 2008 and September 30, 2007                                                        4

          Statements of Cash Flows (unaudited) for the nine months ended
          September 30, 2008 and September 30, 2007                                                        5

          Schedule of Investments as of September 30, 2008 (unaudited)                                     6

          Statements of Changes in Net Assets for the nine months ended September
          30, 2008 (unaudited) and the year ended December 31, 2007 (audited)                              7

          Notes to Financial Statements (unaudited)                                                        8

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations             15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                        18

Item 4.  Controls and Procedures                                                                           18

Item 4T. Controls and Procedures                                                                           18

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings  - NOT APPLICABLE                                                               19

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                       19

Item 3.  Defaults upon Senior Securities - NOT APPLICABLE                                                  19

Item 4.  Submission of Matters to a Vote of Security Holders                                               20

Item 5.  Other Information - NOT APPLICABLE                                                                20

Item 6.  Exhibits                                                                                          20

Signatures                                                                                                 21
</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>
                                                                                          September           December
                                                                                           30, 2008           31, 2007
                                                                                        ---------------     --------------
                                                                                         (Unaudited)          (Audited)

Assets
<S>                                                                                         <C>                  <C>
         Investments in noncontrolled affiliates (Cost - $229,389 and $94,064)              $1,526,309           $ 94,660
         Controlled Investments (Cost - $232,000 and $136,326)                                 319,313            200,809
         Promissory Note                                                                        27,477             50,000
         Cash                                                                                      130             67,609
         Deferred offering costs                                                                 4,608             36,664
         Other assets                                                                           11,676              6,991
                                                                                        ---------------     --------------

                Total assets                                                                $1,889,513           $456,733
                                                                                        ===============     ==============

Liabilities

         Accounts payable and credit cards                                                   $ 265,597           $193,932
         Accrued interest and expenses payable                                                  52,672             26,027
         Deferred Taxes Payable                                                                171,648                  -
         Notes payable                                                                         253,000            132,020
                                                                                        ---------------     --------------

                Total liabilities                                                              742,917            351,979
                                                                                        ---------------     --------------

Net Assets                                                                                  $1,146,596           $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
                6,472,899 and 6,170,774 issued and outstanding                                 $ 6,473            $ 6,171
                September 30, 2008 and December 31, 2007, respectively

         Additional paid-in capital                                                            755,671            534,892
         Accumulated income (deficit)
                Accumulated net operating (deficit)                                           (717,158)          (695,859)
                Net realized gain on investments, net of tax                                   178,884            207,466
                Net unrealized increase of investments, net of tax                             922,726             52,084
                                                                                        ---------------     --------------

Net Assets                                                                                  $1,146,596           $104,754
                                                                                        ===============     ==============

Net Asset Value Per Share                                                                       $ 0.18             $ 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      For the Nine Months Ended
                                                                     September 30,                   September 30,
                                                                  2008           2007             2008           2007
                                                              -------------  --------------   -------------  --------------

Investment Income
<S>                                                           <C>            <C>              <C>            <C>
        Investment fees                                                  -               -               -               -
        Interest Income                                                466              10             932              11
        Consulting fees                                                  -               -               -         100,000
        Other                                                            -               -               -               -
                                                              -------------  --------------   -------------  --------------

Total Investment Income                                                466              10             932         100,011
                                                              -------------  --------------   -------------  --------------

Expenses
        Salaries and wages                                           6,000               -          18,000               -
        Director Fees                                               56,205               -          56,205               -
        Management fees                                             10,057           6,780          35,291          31,784
        Professional fees                                           34,686          11,052          83,776          32,198
        Insurance                                                   (3,145)         10,930           1,374          36,284
        General and administrative                                  12,441          10,255          36,546          30,432
        Interest & Settlement Costs                                  5,336           4,345          53,178           8,277
                                                              -------------  --------------   -------------  --------------

Total Expenses                                                     121,580          43,362         284,370         138,975
                                                              -------------  --------------   -------------  --------------

Net Investment Income (Loss) before taxes                         (121,114)        (43,352)       (283,438)        (38,964)
                                                              -------------  --------------   -------------  --------------

Provision for income tax                                           (40,541)              -        (262,139)              -
                                                              -------------  --------------   -------------  --------------

Net investment income (loss)                                       (80,573)        (43,352)        (21,299)        (38,964)

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                                  (36,465)              -         (28,582)              -
     Net change in unrealized increase (decrease),
       net of tax                                                 (103,103)        (79,276)        870,642         (13,993)
                                                              -------------  --------------   -------------  --------------

Net realized and unrealized gains (losses)                        (139,568)        (79,276)        842,060         (13,993)
                                                              -------------  --------------   -------------  --------------

Net increase (decrease) in net assets
     from operations                                             $(220,141)      $(122,628)      $ 820,761       $ (52,957)
                                                              =============  ==============   =============  ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                            $ (0.03)        $ (0.02)         $ 0.13         $ (0.01)
  Diluted                                                          $ (0.03)        $ (0.02)         $ 0.13         $ (0.01)
                                                              =============  ==============   =============  ==============

Weighted average number of shares outstanding
  Basic                                                          6,467,396       6,045,774       6,335,952       6,028,198
  Diluted                                                        6,467,396       6,045,774       6,376,452       6,028,198
                                                              =============  ==============   =============  ==============
</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 Nine Months ended
                                                                     September 30,
                                                                  2008            2007
                                                               -----------     -----------
Cash Flows from Operating Activities:
<S>                                                             <C>             <C>
     Net increase (decrease) in net assets from operations      $ 820,761       $ (52,957)

     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 investment                                           (1,319,155)         13,993
      Proceeds from disposition of investment securities           63,710               -
      Net realized loss on investments, pre-tax                    43,308               -
      Investment securities received for services                       -         (85,000)
      Net purchase of investments                                (338,016)              -
      Loan receivable                                              22,523         (50,000)
      Depreciation and amortization                                   730              97
      Deferred offering costs                                      32,056          (7,239)
      Grant of stock options to directors                          56,205               -
      Other assets                                                 (5,415)         (3,169)
      Accounts payable and credit cards                            71,665          35,434
      Accrued interest and expenses payable                        26,645              14
      Deferred taxes payable                                      171,648               -
      Deposits payable                                                  -          80,072
                                                               -----------     -----------

              Net cash used by operating activities              (353,335)        (68,755)
                                                               -----------     -----------

Cash Flows from Financing Activities
      Proceeds from notes payable                                 145,980          10,519
      Payments on notes payable                                   (25,000)              -
      Stock issued to purchase investment                          82,000               -
      Stock issued pursuant to settlement                          39,840               -
      Sale of stock, net of offering costs                         43,036          45,868
                                                               -----------     -----------

              Net cash provided by financing activities           285,856          56,387
                                                               -----------     -----------

Decrease in Cash                                                  (67,479)        (12,368)
                                                               -----------     -----------
Cash and Cash Equivalents - Beginning of Period                    67,609          13,168
Cash and Cash Equivalents - end of Period                      $      130      $      800
                                                               ===========     ===========
</TABLE>


     The accompanying notes are an integral part of the financial statements.
                                       5



<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               September 30, 2008
                                   (Unaudited)
<TABLE>
<CAPTION>
                       Original
                        Date of                                                          Original       Fair
  Shares   Warrants    Acquisition                                                        Cost         Value
---------------------------------------                                                ------------ ------------
<S>        <C>        <C>              <C>                                             <C>          <C>

                                       Common stock in controlled affiliates, 28%
                                       of net assets


 6,203,960             Jun-08          NPI08, Inc. publicly traded over the counter,      $232,000    $ 319,313
                                       28% of net assets, education and college
                                       preparation company (1)
                                                                                       ------------ ------------

                                       Subtotal                                           $232,000    $ 319,313
                                                                                       ------------ ------------


                                       Noncontrol Affiliate Investments, 133% of
                                       net assets


   528,125 (2)         Nov-04          Strategic Environmental & Energy Resources, Inc.   $115,198   $1,109,287
   125,000 (3)         Mar-08          publicly traded over the counter,                    81,526      262,553
            125,000    Mar-08          provider of technology-based industrial services     24,490      144,144
                                       in the environmental, energy and rail transport,
                                       132% of net assets (4)

   817,500             Aug-04          Lumonall, Inc. publicly traded over the counter,    $ 8,175     $ 10,325
                                       global supplier of photoluminescent products,
                                       1% of net assets (5)
                                                                                       ------------ ------------

                                       Subtotal                                           $229,389   $1,526,309
                                                                                       ------------ ------------


                                       TOTAL INVESTMENTS                                  $461,389   $1,845,622
                                                                                       ============ ============

-----------------------------------
(1)  Acquired for a total of $150,000 cash and 102,500 shares of Infinity common
     stock
(2)  Company reverse split the stock at 1 for 4 shares on January 22, 2008
(3)  Note plus $50,000 cash exchanged for Shares and Warrants of SENR
(4)  Formerly Satellite Organizing Systems, Inc.
(5)  Formerly Midland International Corporation
</TABLE>

     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>

                                                                                    NINE-MONTHS
                                                                                       ENDED                YEAR ENDED
                                                                                   SEPTEMBER 30,             DEC. 31,
                                                                                       2008                    2007
                                                                                 ------------------     -------------------
                                                                                    (UNAUDITED)              (AUDITED)

Changes in net assets from operations:
<S>                                                                                    <C>                       <C>
     Net investment income (loss)                                                      $   (21,299)              $ (21,327)
     Net realized gain (loss) on investments, net of tax                                   (28,582)                 32,816
     Net change in unrealized increase (decrease), net of tax                              870,642                  20,324
                                                                                 ------------------     -------------------

           Net increase (decrease) in net assets from operations                           820,761                  31,813
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
      Net Proceeds from issuance of common stock                                           164,876                 109,596
      Issuance of common stock for debt                                                          -                  36,272
      Grant of director stock options                                                       56,205                       -
                                                                                 ------------------     -------------------

           Net increase (decrease) in net assets from stock transactions                   221,081                 145,868
                                                                                 ------------------     -------------------

Net increase (decrease) in net assets                                                    1,041,842                 177,681
Net assets at beginning of year                                                            104,754                 (72,927)
                                                                                 ------------------     -------------------

Net assets at end of period                                                            $ 1,146,596               $ 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
                               SEPTEMBER 30, 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.

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, 2008, and the results of operations and cash flows for all periods
presented have been made.

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 nine months
ended  September  30,  2008  and  2007  are not  necessarily  indicative  of the
operating results for the full years.

ACCOUNTING PRONOUNCEMENTS

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

                                       8
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (continued)

ACCOUNTING PRONOUNCEMENTS (continued)

Effective January 1, 2008, the Company adopted Statement of Financial Accounting
Standards  ("SFAS") No. 157, FAIR VALUE  MEASUREMENTS as it relates to financial
assets and  liabilities  recognized  or  disclosed  on a  recurring  basis.  The
effective date of this Statement for  non-financial  assets and liabilities that
are not recognized or disclosed on a recurring  basis has been delayed to fiscal
years  beginning  after  November  15,  2008.  SFAS No. 157 defines  fair value,
establishes a framework for measuring  fair value in accordance  with  generally
accepted  accounting  principles,  and  expands  disclosures  about  fair  value
measurements. The adoption of the effective portion of SFAS No. 157 expanded the
Company's disclosures regarding the fair value measurements of its investments.

Effective  January 1, 2008,  the Company  adopted  SFAS No. 159,  THE FAIR VALUE
OPTION FOR FINANCIAL  ASSETS AND FINANCIAL  LIABILITIES - including an amendment
of FASB  Statement  No.  115.  SFAS  No.  159  expands  the  use of  fair  value
measurement  by  permitting   entities  to  choose  to  measure  many  financial
instruments  and  certain  other  items at fair  value  that  are not  currently
required to be measured at fair value. The Company's most significant  financial
instruments are its investments,  which are currently carried at fair value. The
Company did not elect the fair value  option under SFAS No. 159 for any other of
its financial assets or liabilities.

In December  2007,  the FASB issued SFAS No. 160,  "NONCONTROLLING  INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS--AN AMENDMENT OF ARB NO. 51, OR SFAS NO. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 161 requires additional disclosures
related to the use of derivative instruments, the accounting for derivatives and
the financial  statement  impact of  derivatives.  SFAS No. 161 is effective for
fiscal years  beginning  after  November 15, 2008.  The adoption of SFAS No. 161
will not impact the Company's financial statements.

In April 2008, the FASB issued FSP FAS 142-3,  "DETERMINATION OF THE USEFUL LIFE
OF INTANGIBLE  ASSETS" ("FSP FAS 142-3").  FSP FAS 142-3 amends the factors that
should be  considered  in developing  renewal or extension  assumptions  used to
determine the useful life of a recognized  intangible asset under FASB Statement
No. 142,  "Goodwill and Other  Intangible  Assets".  FSP FAS 142-3 also requires
expanded  disclosure  related to the  determination  of intangible  asset useful
lives.  FSP FAS 142-3 is effective  for financial  statements  issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of FSP FAS 142-3 will have
a material effect on its results of operations or financial condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "ACCOUNTING
FOR  CONVERTIBLE  DEBT  INSTRUMENTS  THAT MAY BE SETTLED IN CASH UPON CONVERSION
(INCLUDING  PARTIAL CASH  SETTLEMENT)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

                                       9
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (Unaudited)

In June 2008, the FASB issued FSP EITF 03-6-1,  "DETERMINING WHETHER INSTRUMENTS
GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING  SECURITIES." This
FSP   provides   that   unvested   share-based   payment   awards  that  contain
nonforfeitable  rights to dividends  or dividend  equivalents  (whether  paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share  pursuant to the two-class  method.  The FSP is effective for
financial  statements issued for fiscal years beginning after December 15, 2008,
and interim  periods  within those fiscal years.  Upon  adoption,  companies are
required  to  retrospectively  adjust  earnings  per share data  (including  any
amounts related to interim periods, summaries of earnings and selected financial
data) to conform to provisions of this FSP. The Company does not  anticipate the
adoption  of FSP EITF  03-6-1  will have a  material  impact on its  results  of
operations, cash flows or financial condition.

NOTE 2 - INVESTMENTS

As of  September  30,  2008,  the  Company has made  investments  in five target
companies that total approximately $593,000 in funded capital. We have completed
the following transactions:
<TABLE>
<CAPTION>
<S>                                                  <C>               <C>                 <C>
PORTFOLIO COMPANY                                       DATE              INVESTMENT           COST
------------------------------------------------------------------------------------------------------
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
NPI08                                                June 2008         Common Stock          232,000
                                                                                           ------------
Total                                                                                      $ 592,936
</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.

In September 2008, the Company  acquired an 87.5% interest in NPI08 for $232,000
consisting  of 102,500  shares in the  Company's  stock  valued at  $82,000  and
$150,000  cash.  NPI08 is a publicly  traded shell which the Company  intends to
hold for possible future merger or acquisition.

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 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.

                                       10
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (Unaudited)

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 September 30, 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 during the nine months ended  September 30, 2008 and 2007,  incurred
expenses  of  approximately  $35,291  and  $31,784,  respectively,  to a company
affiliated through an Officer & Director for management fees and expenses.

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the nine months ended  September  30,  2008,  the Company  retired  notes
payable in the amount of $24,020 owed to GHL Group,  Inc., a company  affiliated
through an Officer & Director.

During the nine months ended  September  30, 2008 the Company  issued a new note
for $120,000, bearing interest at 7% to Theodore A. Greenberg, an officer of the
Company.

During the nine months ended  September 30, 2008, the Company issued and retired
a 30-day  interest-free  note for $25,000,  in  connection  with the purchase of
common  stock in NPI08,  Inc.  and issued a new note to an  individual  investor
bearing interest at 7% for $25,000.


                                       11
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (Unaudited)

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE (continued)

Additionally,  the Company reached a settlement  agreement with two note holders
on past due loans calling for the Company to immediately pay $50,000 in cash and
issue 100,000 shares on the Company's  common stock.  The note holders 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 note  holders was charged as an expense and is included in the  Statement
of Operations on the interest expense and settlement costs line. As of September
30, 2008, $253,000 in notes payable plus related accrued interest of $14,182 are
in default for lack of repayment by their due date.  Of this amount,  $75,000 of
the notes  payable  in  default  are  secured  by the  Company's  investment  in
Strategic  Environmental & Energy  Solutions,  Inc. During the nine month period
ended September 30, 2008, the Company  incurred  interest expense and settlement
costs on notes payable of $53,178.

NOTE 5 - STOCKHOLDERS' EQUITY

During the nine months ended  September  30, 2008,  the Company  issued  100,000
shares as part of the settlement agreement described in Note 4.

During the nine months ended  September  30, 2008,  the Company  raised  $79,700
through the sale of 99,625  shares of its common  stock under its  Regulation  E
offering.

During the nine months ended  September 30, 2008, the Company charged $36,664 in
offering  costs  related to the full term of its  Regulation E offering  against
Additional Paid in Capital.

During the nine months ended  September  30, 2008,  the Company  issued  102,500
shares of its common  stock in  connection  with the purchase of common stock in
NPI08, Inc. The shares issued had a value of $82,000.

During the nine months ended  September 30, 2008, the Company granted to 404,000
stock options to non-employee directors that were valued at $56,205 and added to
additional paid in capital.

NOTE 6 - STOCK BASED COMPENSATION PLANS

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123R, "Share-Based Payment," using the fair value recognition provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation."  The Company  recognized
expense  under SFAS No. 123R in the amount of $56,205 for the nine months  ended
September 30, 2008.  Since all options granted in the period  immediately  vest,
the entire cost of the options was recorded in the period. The related impact on
basic and diluted  earnings  per share for the nine months ended  September  30,
2008 was $0.01 per share. There was no impact on the Company's cash flow.

The Company's  stock  incentive plan is the Infinity  Capital  Group,  Inc. 2008
Stock Option Plan (the "Plan") which is shareholder approved.  The Plan provides
for  the  grant  of  non-qualified  stock  options  to  selected  employees  and
directors.  The Plan is administered by the Compensation  Committee of the Board
and  authorizes  the  grant  of  options  970,934.  The  Compensation  Committee
determines  which eligible  individuals  are to receive  options or other awards
under the Plan, the terms and conditions of those awards, the applicable vesting
schedule, the option price and term for any granted options, and all other terms
and  conditions  governing  the option  grants and other  awards  made under the
Plans.

                                       12
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (Unaudited)


NOTE 6 - STOCK BASED COMPENSATION PLANS (continued)

The fair value of each option award was estimated on the date of grant using the
Black-Scholes  option  valuation model using the  assumptions  noted as follows:
since the Company's  stock had not begun trading at the time of grant,  expected
volatility was based on historical volatility of the Willshire 5000 stock index.
The expected term of options granted was determined using the simplified  method
under SAB 107 and represents one-half the exercise period. The risk-free rate is
calculated  using the U.S.  Treasury  yield curve,  and is based on the expected
term of the option.  Since the initial grant of options  immediately  vest,  the
Company has estimated there will be no forfeitures.

During the nine months ended  September 30, 2008,  404,000 options were granted,
all to the Company's  non-employee  director,.  The Black-Scholes option pricing
model was used  with the  following  weighted-average  assumptions  for  options
granted during the nine months ended September 30, 2008:

        Risk-free interest rate                                   3.16%
        Expected option life                                    5.0 years
        Expected volatility                                       9.91%
        Expected dividend yield                                   0.0%


Further information relating to stock options is as follows:
<TABLE>
<CAPTION>
                                                                                      Weighted
                                                                      Weighted        Average
                                                       Number         Average        Remaining
                                                         of           Exercise        Contract
                                                       Shares          Price        Life (years)
                                                    --------------    ---------     ------------
<S>                                                 <C>               <C>           <C>
Outstanding options at December 31, 2007                        -     $      -
Granted                                                   404,000         0.80            9.85
Exercised                                                       -            -               -
Forfeited/expired                                               -            -               -
                                                                -
                                                    --------------    ---------     ------------
Outstanding options at September 30, 2008                 404,000     $   0.80            9.85
                                                    --------------    ---------     ------------
Exercisable on September 30, 2008                         404,000     $   0.80            9.85
</TABLE>

The options have a contractual term of ten years. The aggregate  intrinsic value
of shares  outstanding  and  exercisable  was $0 at September  30, 2008,  as the
market  price of the  Company's  common  stock was  below  the  weighted-average
exercise price of all of the options. Total intrinsic value of options exercised
was $0 for  the  three  months  ended  September  30,  2008 as no  options  were
exercised during this period.

At  September  30, 2008,  shares  available  for future  stock option  grants to
employees and directors under the 2008 Stock Option Plan were 566,934.


                                       13
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008
                                   (Unaudited)

NOTE 7 - 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 September 30, 2008.

NOTE 8 - FINANCIAL HIGHLIGHTS

The  following is a schedule of financial  highlights  for the nine months ended
September 30, 2008 and the year ended December 31, 2007.
<TABLE>
<CAPTION>

                                                                             NINE MONTHS           YEAR ENDED
                                                                            ENDED SEPT 30,          DEC. 31,
                                                                                 2008                 2007
                                                                           -----------------    ------------------
<S>                                                                        <C>                  <C>
        Per share information

        Net asset value, beginning of period                                           0.02                (0.01)
                                                                           -----------------    ------------------
           Net investment income (loss) (1)                                           (0.00)                (0.00)

           Net realized and unrealized gain (loss) (1)                                 0.13                  0.01
                                                                           -----------------    ------------------
        Net increase (decrease) in net assets
           resulting from operations (1)                                               0.13                  0.01
        Issuance of common stock, warrants
           and other new equity (1)                                                    0.03                  0.02
                                                                           -----------------    ------------------

        Net asset (deficit) value, end of period                                       0.18                  0.02
                                                                           =================    ==================

        Per share market value, end of period (2)                                 $    0.80                   N/A

        Total Return Based Upon Net Asset Value (3)                                    674%                   N/A

        Ratios and Supplemental Data
        Net assets (deficit), at end of period                                    1,146,596               104,754
        Common shares outstanding at end of period                                6,472,899             6,170,774
        Diluted weighted average number of
           shares outstanding during the year                                     6,376,452             6,103,745
        Ratio of expenses to average net assets (4)(5)                                  46%                 1531%
        Ratio of net increase (decrease) in net assets
           from operations to average net assets (4)(5)                                132%                  314%

        Average Debt Outstanding                                                    205,255               134,509

        Average Debt Per Share (1)                                                     0.03                  0.02

-------------------------------
</TABLE>
     (1)  Calculated   based  on  diluted  weighted  average  number  of  shares
          outstanding during the period.
     (2)  Trading began in 2008
     (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
     (5)  Annualized for interim period



                                       14
<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.  On September  10, 2008,  the Company  commenced
trading on the OTC Bulletin Board under the symbol ICGP.

During the nine months ended September 30, 2008, we acquired 6,203,960 shares of
NPI08,  Inc. The shares were  purchased for a  combination  of $150,000 cash and
102,500  shares of our common stock valued at $82,000.  In  connection  with the
purchase,  we  issued a  $25,000  promissory  note to the  escrow  agent for the
transaction which was paid off during the three months ended September 30, 2008.
NPI08, Inc. was formerly involved in education and college  preparation.  NPI08,
Inc.  trades on the pink sheets  under the symbol  "NPIE." On October 31,  2008,
NPIE  signed a merger and  investment  term sheet with  Infotech  Global  Inc. a
privately held Piscataway, NJ based profitable Bio Informatics technology firm.

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  SEPTEMBER  30, 2008
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2007.

During the  three-month  period ending  September 30, 2008, the Company had $466
investment income compared to none for the same period in 2007.

During the three months ended September 30, 2008, the Company  realized  $36,465
in losses, net of tax benefit,  from sale of investments  compared to $0 for the
three  months  ended  September  30,  2007.  The  realized  losses  are from the
Company's  sale of its  investment in Fluid Music Canada,  Inc. at a price below
the price at which  the  shares  were  valued at when  received  for  consulting
services.

                                       15

<PAGE>

The Company had a decrease in change in unrealized gains from  investments,  net
of tax, of $(103,103)  during the three months ended September 30, 2008 compared
to a decrease in the change in unrealized gains from investments, net of tax, of
$(79,276)  during the three months  ended  September  30, 2007.  The decrease in
change in  unrealized  gains  from  investments  during the three  months  ended
September 30, 2008 is largely a result of the Company's  investment in Strategic
Environmental & Energy Solutions.

The  Company's  deferred tax  liability  decreased by $112,440  during the three
months ended September 30, 2008, which relates to a decrease in unrealized gains
on the Company's holdings in Strategic  Environmental & Energy Solutions and the
tax benefit of the Company's  net  investment  loss.  The deferred tax amount is
after  allowing for the  Company's net  operating  losses which had  accumulated
since inception.

During the three months ended September 30, 2008, the Company incurred  expenses
for  professional  fees in the amount of $34,686  compared to $11,052 during the
three months ended  September 30, 2007. The increase of $23,634 is partially due
to fees related to setting up the Company's stock option plan.

The reversal of outstanding accruals resulted in a negative balance in insurance
expense for the three months  ended  September  30, 2008  compared to $10,930 in
insurance  expense during the three months ended  September 30, 2007.  Insurance
costs consist mainly of costs related to Directors and Officers  insurance.  The
Company has reduced  coverage  levels on  insurance to more  appropriate  levels
resulting in a reduction in insurance costs.

During  the  three  months  ended  September  30,  2008,  the  Company  incurred
management  fees and  officers'  salaries  totaling  $16,057  compared to $6,780
during the three months ended September 30, 2007. The increase was primarily due
to accrual for salary to Theodore A.  Greenberg  at the rate of $2,000 per month
which started in January 2008.

During  the  three  months  ended  September  30,  2008,  the  Company  incurred
director's  fees of $56,205  compared to $0 for the three months ended September
30, 2007. This cost is the value of stock options granted to directors in August
2008.

Other general and  administrative  expenses for the three months ended September
30, 2008  totaled  $12,441  compared to $10,255  during the three  months  ended
September 30, 2007.

The Company had a net decrease in net assets from  operations of $(220,141)  for
the three-month  period ending  September 30, 2008 as compared to a net decrease
in net assets from  operations of $(122,628) for the  three-month  period ending
September 30, 2007.  This  represents an additional  decrease of $(97,513).  The
decrease  in net assets per share from  operations  for the three  months  ended
September  30, 2008 was $(0.03)  compared to a decrease of $(0.02) for the three
months ended September 30, 2007.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2008 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2007.

During the nine months  ended  September  30, 2008,  the Company had  investment
income of $932  compared to $100,011 for nine months ended  September  30, 2007.
The decrease of $99,079 was due to non  recurring  consulting  services to Fluid
Media  Networks  for which the Company  received  $15,000 in cash and $85,000 in
stock during the nine months ended September 30, 2007.

During the nine months ended September 30, 2008, the Company realized  $(28,582)
in losses, net of tax benefit,  from sale of investments  compared to $0 for the
nine months ended September 30, 2007. The realized losses are from the Company's
sale of its investment in Fluid Music Canada, Inc. at a price below the price at
which the shares were valued at when received for consulting services.

During the nine months ended  September 30, 2008, the Company had an increase in
change in unrealized gains from investments, net of tax, of $870,642 compared to
a decrease of  $(13,993)  for the nine months  ended  September  30,  2007.  The
increase in change in unrealized gains from  investments  during the nine months
ended  September  30, 2008 is largely a result of the  Company's  investment  in
Strategic Environmental & Energy Solutions.

                                       16
<PAGE>

The Company  incurred  $171,648 in deferred  taxes  during the nine months ended
September 30, 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.

The Company  incurred  expenses for  professional  fees in the amount of $83,776
during the nine months ended September 30, 2008 compared to $32,198 for the nine
months ended  September  30, 2007.  The increase of $51,578 is due to consulting
services related to the Company's investment in Strategic Environmental & Energy
Solutions and fees related to setting up the Company's stock option plan.

The  Company  incurred  insurance  costs of  $1,374  for the nine  months  ended
September 30, 2008  compared to $36,284 for the nine months ended  September 30,
2007.  The  majority  of the  insurance  costs are for  Directors  and  Officers
insurance.  The  Company  has  reduced  coverage  levels  on  insurance  to more
appropriate levels resulting in a reduction in insurance costs.

During the nine months ended September 30, 2008, the Company incurred management
fees and officers' salaries totaling $53,291 compared to $31,784 during the nine
months ended  September  30, 2007.  The increase was primarily due to accrual of
salary to Theodore A. Greenberg,  an officer and director of the Company, at the
rate of $2,000 per month which started in January 2008.

During the nine months ended September 30, 2008, the Company incurred director's
fees of $56,205  compared to $0 for the nine months  ended  September  30, 2007.
This cost is the value of stock options granted to directors in August 2008.

Other  general and  administrative  expenses for the  nine-month  period  ending
September 30, 2008,  totaled $36,546 compared to $30,432 for the same nine-month
period ending September 30, 2007.

The Company had a net increase in net assets from operations of $820,761 for the
nine months ended  September 30, 2008 as compared to a net decrease of $(52,957)
for the nine months ended  September 30, 2007. This represents a positive change
of $873,718.  The increase in net assets per share from  operations for the nine
months ended  September 30, 2008 was $0.13 compared to a decrease of $(0.01) for
the nine months ended December 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash on hand of $130 at  September  30,  2008.  The Company owns
stock in three  small  public  companies  which  it may sell in  increments  for
capital. The Company has current liabilities of $571,269. The Company expects to
raise  capital  in  connection  with its  proposed  Regulation  E  offering  and
anticipates  that the  funds  available  from  this  offering  and sale of stock
investments would provide required working capital for the next twelve months.

The notes payable of the Company  decreased  during the quarter from $278,000 to
$253,000 and are included in current liabilities.

GOING CONCERN

Prior to 2008, the Company had  accumulated  significant  losses from 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  advances  from  existing
shareholders  and the sale of its securities  including as part of the Company's
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.

                                       17

<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.  The Company plans to file a new  Regulation E offering  circular with
the  Securities  and Exchange  Commission in the fourth quarter of 2008 and will
actively seek additional capital.

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.

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, 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 of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with authorizations
          of our management and directors; and

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our financial statements.

Management's  assessment  of  the  effectiveness  of the  Registrant's  internal
control over financial  reporting is as of the quarter ended September 30, 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.

                                       18
<PAGE>

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.

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 September 30, 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine month period ended  September  30, 2008,  100,000  shares of the
Company's  restricted common stock were issued as part of a settlement agreement
with an existing note holder.

During the nine months ended September 30, 2008, 102,500 shares of the Company's
restricted  common stock were issued in  connection  with the purchase of common
stock  in  NPI08,  Inc.,  $32,000  of the  shares  were  issued  to the  selling
shareholders  of NPI08,  Inc.  and  $50,000 of the shares  were issued to NPI08,
Inc.'s to utilize in settling its liabilities.

During the nine months  ended  September  30, 2008 the Company  granted  404,000
options to purchase Company stock at $0.80 per share to non-employee directors.

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.


                                       19
<PAGE>

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

On August 22,  2008,  the  Company  filed a  Preliminary  Information  Statement
Pursuant to 14(c) of The Securities and Exchange Act of 1934 in connection  with
the adoption of Infinity's  2008 Stock Option and Award Plan and the adoption of
Infinity's 2008 Management  Incentive  Program.  At this time, the Company is in
the process of finalizing the document for mailing to its shareholders.

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

















                                       20
<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: November 14, 2008                 By: /s/Gregory H. Laborde
                                         -------------------------
                                          Gregory H. Laborde,
                                          Principal Executive Officer,
                                          President & Chief Executive Officer



Dated: November 14, 2008                 By: /s/Theodore A. Greenberg
                                         ----------------------------
                                          Theodore A. Greenberg,
                                          Principal Accounting Officer,
                                          Chief Financial Officer,
                                          Chief Investment Officer &
                                          Secretary












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