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

                                   FORM 10-QSB

__________    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

___X______    TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              For the transition period from March 30, 2005 to June 30, 2005


                         FOR QUARTER ENDED JUNE 30, 2005

                        Commission file number: 000-30999
                                               -----------

                          INFINITY CAPITAL GROUP, INC.

             (Exact name of Registrant as Specified in its Charter)


     Nevada                                                  16-1675285
----------------                                        -------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                   7 Dey Street, Suite 900, New York, NY 10007
                       ----------------------------------
               (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  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date:

         As  of  June  30,  2005  the  number  of  shares   outstanding  of  the
registrant's only class of common stock was 5,571,487.

     Transitional Small Business Disclosure Format (Check one):

                                   Yes      X                No _______
                                        --------------
<PAGE>
<TABLE>
<CAPTION>





                                Table of Contents

                                                                                                                 Page
PART I - FINANCIAL INFORMATION
<S>                                                                                                                <C>

Item 1.  Financial Statements                                                                                      1

         Consolidated Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004 (audited)..........     2

         Consolidated Statements of Operations (unaudited) for the Three and Six Months ended
          June 30, 2005  and 2004.............................................................................     3

         Consolidated Statements of Cash Flows (unaudited) for the Six Months ended
         June 30, 2005 and 2004...............................................................................     4

         Schedule of Investments as of June 30, 2005..........................................................     5

         Notes to Consolidated Financial Statements (unaudited)...............................................     6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................................................     9

Item 3.  Controls and Procedures..............................................................................     10

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     12

Item 3.  Defaults upon Senior Securities......................................................................     12

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     12

Item 5.  Other Information....................................................................................     12

Item 6.  Exhibits and Reports on Form 8-K.....................................................................     12

Signatures....................................................................................................     13


</TABLE>

<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 April 30, 2004,  included in the Company's Form 10-KSB for April 30, 2004 and
the  financial  statements  filed in the  Company's  8K12g3  on May 5,  2005 for
Infinity Capital Group, Inc. for year ended December 31, 2004.
















                                       1
<PAGE>
<TABLE>
<CAPTION>


                          INFINITY CAPITAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                                                            June. 30,            Dec. 31,
                                                                                               2005                2004
                                                                                         ---------------     ---------------
                                                                                            Unaudited
                                     ASSETS
Current assets
<S>                                                                                      <C>                 <C>
      Cash                                                                               $           457     $          987
      Accrued receivables                                                                         12,831             12,831
                                                                                         ---------------     ---------------
             Total current assets                                                                 13,288             13,818
                                                                                         ---------------     ---------------

      Investments in non-controlled affiliates (cost $175,926)                                   981,450          1,497,425
      Notes receivable - related parties                                                          14,639             24,639
      Other receivables - related parties                                                            510                510
      Goodwill                                                                                    22,120
      Other assets                                                                                 2,639                262
                                                                                         ---------------     ---------------
                                                                                               1,021,358          1,522,836
                                                                                         ---------------     ---------------

Total Assets                                                                             $     1,034,646     $    1,536,654

                                                                                         ===============     ===============

                                   LIABILITIES

Current liabilities
      Accrued payables                                                                          $113,113            $34,377
      Due to related parties                                                                           -                 20
      Notes payable                                                                              260,500            192,500
      Deferred tax liability                                                                     276,804            451,770
                                                                                         ---------------     ---------------
          Total current liabilties                                                               650,417            678,667
                                                                                         ---------------     ---------------

Total Liabilities                                                                        $       650,417     $      678,667
                                                                                         ---------------     ---------------

NET ASSETS (DEFICIT)                                                                     $       384,229     $      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;
          5,571,487 & 5,335,237  issued and outstanding

                                                                                                   5,571              5,335
      Additional paid in capital                                                                 195,873            149,402
      Accumulated income (deficit)
         Accumulated net operating income (deficit)                                            (465,523)          (286,067)
         Net realized gain (loss) on investments, net of tax                                     119,588            119,588
         Net unrealized increase (depreciation) of
             investments, net of deferred tax
                                                                                                 528,720            869,729
                                                                                         ---------------     ---------------
Net Assets                                                                               $       384,229     $      857,987
                                                                                         ===============     ===============

Net Asset Value Per Share                                                                $          0.07     $         0.16
                                                                                         ===============     ===============
</TABLE>

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


                                       2
<PAGE>
<TABLE>
<CAPTION>



                          INFINITY CAPITAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                   Quarter Ended                    Six Months Ended
                                                             June 30,        June 30,          June 30,           June 30,
                                                               2005            2004              2005               2004
                                                             Unaudited       Unaudited         Unaudited          Unaudited
                                                       -----------------   ---------------    -------------    -------------
Income from operations:
<S>                                                    <C>                  <C>               <C>              <C>
   Miscellaneous gain                                  $             -               -        $        -       $     15,000
   Investment income                                                23               1                34                  6
   Other                                                             -               -                 -                178
                                                       -----------------   ---------------    -------------    -------------
                                                                    23               1                34             15,184
                                                       -----------------   ---------------    -------------    -------------

Expenses:
   Salaries and wages                                                -               -                 -                  -
   Professional fees                                            21,410               -            49,785              1,500
   Sales and marketing                                               -               -                 -                  -
   General and administrative                                  103,439          12,068           127,115             24,991
   Interest expense                                                 20                             2,590
   Impairments                                                       -               -                 -                  -
   Minority income                                                   -               -                 -                  -
                                                       -----------------   ---------------    -------------    -------------
                                                               124,869          12,068           179,490             26,491
                                                       -----------------   ---------------    -------------    -------------

Loss from continuing operations before income taxes          (124,846)        (12,067)         (179,456)           (11,307)
                                                       -----------------   ---------------    -------------    -------------

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

      Net income (loss) from continuing operations           (124,846)        (12,067)         (179,456)           (11,307)

Net realized and unrealized gains (losses):
   Net realized gain (loss) on investments, net of tax               -               -                 -                  -
   Change in unrealized increase (depreciation)
        of non-controlled affiliate investments, net                 -               -         (339,639)                  -
of tax
                                                       -----------------   ---------------    -------------    -------------

Net increase (decrease) in net assets from operations  $     (124,846)     $  (12,067)        $(519,095)       $   (11,307)
                                                       =================   ===============    =============    =============

Net increase (decrease) in net assets per share
  From continuing operations
  Basic                                                $        (0.02)     $    (0.00)        $   (0.09)       $     (0.00)
  Diluted                                              $        (0.02)     $    (0.00)        $   (0.09)       $     (0.00)
                                                       =================   ===============    =============    =============

Weighted average number of
common shares outstanding
  Basic                                                      5,571,478       5,104,246         5,571,478          5,104,246
  Diluted                                                    5,571,478       5,730,996         5,571,478          5,730,996
                                                       =================   ===============    =============    =============

</TABLE>

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


                                       3
<PAGE>
<TABLE>
<CAPTION>


                          INFINITY CAPITAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    Six Months Ended
                                                                                 June 30,          June 30,
                                                                                   2005              2004
                                                                           -----------------     --------------
                                                                                Unaudited          Unaudited
Cash Flows From Operating Activities:
<S>                                                                        <C>                   <C>
     Net increase (decrease) in net assets from operations                 $      (519,095)      $    (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) depreciation of investments           339,639
          Due from related parties
          Other assets                                                              (2,377)
          Accrued payables                                                           78,736            (8,288)
          Due to related parties                                                       (20)
                                                                           -----------------     --------------
               Net cash provided by (used for)
               operating activities                                               (103,117)           (19,595)
                                                                           -----------------     --------------

Cash Flows From Investing Activities:
      Goodwill                                                             $       (22,120)
      Investment in securities                                                                  $     (12,500)
      Notes receivable - related parties                                             10,000           (25,602)
                                                                           -----------------     --------------
               Net cash provided by (used for)
               investing activities                                                (12,120)           (38,102)
                                                                           -----------------     --------------

Cash Flows From Financing Activities:
     Proceeds from notes payable                                                     68,000             28,500
     Sales of common stock                                                           46,707             15,301
                                                                           -----------------     --------------
               Net cash provided by (used for)
               financing activities                                                 114,707             43,801
                                                                           -----------------     --------------

Net Increase (Decrease) In Cash                                                       (530)           (13,896)
Cash At The Beginning Of The Period                                                   1,017             13,896
                                                                           -----------------     --------------

Cash At The End Of The Period                                              $            487      $           -
                                                                           =================     ==============

</TABLE>

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

                                       4

<PAGE>
<TABLE>
<CAPTION>


                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                  JUNE 30, 2005


<S>                 <C>               <C>                                     <C>               <C>
                      Original
                       Date of                                                   Original         Fair
    Shares           Acquisition                                                   Cost           Value
----------------   ----------------                                           ---------------    -----------


      2,190,000             Nov-04      Satellite Organizing Solutions, Inc.,
                                            publicly traded over the counter,
                                       20.69% of net assets, communications &
                                                                     business
                                                systems design and consulting        $121,326      $175,000

        123,750             Jun-04      Heartland, Inc., publicly traded over
                                                                 the counter,
                                      6.63% of net assets, telecommunications         $12,500       $44,550

      4,210,000             Aug-04        Azonic Corporation, publicly traded
                                                            over the counter,
                                                           telecommunications         $42,100      $761,900
                                                                              ----------------    ----------

                                                            TOTAL INVESTMENTS        $175,926      $981,450
                                                                              ================    ==========

</TABLE>









                                       5

<PAGE>


                          Infinity Capital Group, Inc.
                        Notes to the Financial Statements
                                  June 30, 2005

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
June 30,  2005,  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  2004 Annual Report
filed on dated  December 31,  2004.  The results of  operations  for the periods
ended June 30, 2005 and 2004 are not  necessarily  indicative  of the  operating
results for the full years.

Infinity Capital Group,  Inc.  (Company) has elected to be treated as a business
development  company  under the  Investment  Company  Act of 1940.  The  Company
intends to  identify  special  situation  investment  opportunities  in emerging
growth  companies  that  are in need  of an  expansion  or  mezzanine  round  of
financing.  Our investment objective is to maximize the portfolio's total return
by investing in the debt and/or equity  securities of emerging growth companies.
We also seek to provide our  stockholders  with current income on investments in
debt  securities and long-term  capital growth through the  appreciation  in the
value of warrants or other equity  instruments  that we may receive when we make
debt or equity investments.

NOTE 2 - INVESTMENTS

As of June 30, 2005, the Company has made two  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>
Satelite Organizing Solutions, Inc.    November 2004             Common stock    $121,326
Heartland, Inc.                        June 2004                 Common stock    $ 12,500
Azonic Corporation                     August 2004               Common stock    $ 42,100
                                                                                 --------
Total                                                                            $175,926
                                                                                 ========
</TABLE>

                                       6
<PAGE>
                          Infinity Capital Group, Inc.
                        Notes to the Financial Statements
                                  June 30, 2005

As required by ASR 118, the  investment  committee of the company is required to
assign a fair value to all investments.  To comply with Section 2(a) (41) of the
Investment  Company Act and Rule 2a-4 under the  Investment  Company  Act, it is
incumbent upon the board of directors to satisfy themselves that all appropriate
factors relevant to the value of securities for which market  quotations are not
readily  available have been  considered and to determine the method of arriving
at the fair value of each such security. To the extent considered necessary, the
board may appoint persons to assist them in the determination of such value, and
to make the actual  calculations  pursuant to the board's  direction.  The board
must  also,  consistent  with  this  responsibility,   continuously  review  the
appropriateness  of the method  used in valuing  each issue of  security  in the
company's portfolio. The directors must recognize their responsibilities in this
matter and whenever  technical  assistance is requested from individuals who are
not directors,  the findings of such intervals must be carefully reviewed by the
directors in order to satisfy themselves that the resulting valuations are fair.

No single  standard for  determining  "fair  value...in  good faith" can be laid
down,  since fair value depends upon the  circumstances of each individual case.
As a general principle, the current "fair value" of an issue of securities being
valued by the board of  directors  would appear to be the amount which the owner
might  reasonably  expect to receive for them upon their current  sale.  Methods
which are in accord with this principle may, for example, be based on a multiple
of earnings,  or a discount from market of a similar freely traded security,  or
yield to maturity  with respect to debt issues,  or a  combination  of these and
other methods.  Some of the general factors which the directors  should consider
in determining a valuation method for an individual issue of securities include:

1) the fundamental analytical data relating to the investment,

2) the nature and duration of restrictions on disposition of the securities, and

3) an  evaluation  of the  forces  which  influence  the  market in which  these
securities are purchased and sold.  Among the more specific factors which are to
be  considered  are:  type of security,  financial  statements,  cost at date of
purchase, size of holding, discount from market value of unrestricted securities
of the same class at time of  purchase,  special  reports  prepared by analysis,
information  as to any  transactions  or offers  with  respect to the  security,
existence of merger proposals or tender offers  affecting the securities,  price
and extent of public  trading in similar  securities of the issuer or comparable
companies, and other relevant matters.

The board has arrived at the  following  valuation  method for its  investments.
Where there is not a readily  available  source for determining the market value
of any investment,  either because the investment is not publicly traded,  or is
thinly traded, and in absence of a recent appraisal, the value of the investment
shall be based on the following criteria:

                                       7
<PAGE>


                          Infinity Capital Group, Inc.
                        Notes to the Financial Statements
                                  June 30, 2005

1. Total amount of the Company's  actual  investment  ("AI").  This amount shall
include all loans,  purchase price of  securities,  and fair value of securities
given at the time of exchange.

2. Total revenues for the preceding twelve months ("R").

3. Earnings before  interest,  taxes and  depreciation  ("EBITD")

4. Estimate of likely sale price of investment ("ESP")

5. Net assets of investment ("NA")

6. Likelihood of investment generating positive returns (going concern).

The estimated value of each investment shall be determined as follows:

o Where no or limited revenues or earnings are present,  then the value shall be
the greater of the  investment's a) net assets,  b) estimated sales price, or c)
total amount of actual investment.

o Where  revenues  and/or  earnings  are  present,  then the value  shall be the
greater of one time (1x) revenues or three times (3x) earnings, plus the greater
of the  net  assets  of  the  investment  or  the  total  amount  of the  actual
investment.

o Under both  scenarios,  the value of the investment  shall be adjusted down if
there is a  reasonable  expectation  that the Company will not be able to recoup
the investment or if

The Company has not retained  independent  appraisers to assist in the valuation
of the portfolio  investments  because the cost was determined to be prohibitive
for the current levels of investments.

NOTE 3 - EQUITY  TRANSACTIONS During the quarter ended June 30, 2005 the Company
issued 100,000 shares of the Company's  Common stock to complete the acquisition
Fayber Group.


                                       8
<PAGE>


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

         The Company,  post-merger  with Fayber Group,  Inc.,  has determined to
change to calendar year  reporting,  rather than fiscal year reporting as Fayber
Group, Inc. had maintained.

         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 is a Transitional  Report in which the consolidation of the
Operations of Infinity into pre-merger shall, Fayber Group, Inc. resulted in the
elimination of Fayber separate statements and the resulting statements are those
of the merged but surviving operating company, Infinity Capital Group, Inc.

         The Company is attempting to operate as a Business  Development Company
and has filed an election to so operate.

RESULTS OF  OPERATIONS  FOR THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THREE
MONTHS ENDED JUNE 30, 2004

         During the  three-month  period ending June 30, 2005 the Company had no
revenues.  The Company had no revenue during the same three-month  period ending
June 30, 2004.

         The Company incurred  expenses for  professional  fees in the amount of
$21,410 during the three-month period ending June 30, 2005 compared to $0 during
the three-month period ending June 30, 2004. This is an increase of $21,410.

         Other general and  administrative  expenses for the three-month  period
ending  June  30,  2005  totaled  $103,439  compared  to  $12,068  for the  same
three-month  period  ending June 30,  2004.  This  represents  a increase in the
three-month  period  ending June 30, 2005 of $91,371 over the same period ending
June 30, 2004.

         Management fees and salaries during the three-month  period ending June
30, 2005 and June 30, 2004 totaled $0.

         The Company had a net loss of  $(124,846)  for the  three-month  period
ending June 30, 2005 as compared to a net loss of $(12,067) for the  three-month
period  ending June 30, 2004.  This  represents  an increase of $112,779 for the
three-month  period ending June 30, 2005 compared to the same three-month period
ending  June 30,  2004.  The loss per  share  for the  quarter  in 2005 was $.02
compared to nominal in the same period in 2004.

RESULTS OF OPERATIONS  FOR SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS
ENDED JUNE 30, 2004

         During the  six-month  period  ending  June 30, 2005 the Company had no
revenues.  The Company had no revenue  during the same  six-month  period ending
June 30, 2004.

                                       9
<PAGE>

         The Company incurred  expenses for  professional  fees in the amount of
$49,785  during the  six-month  period  ending June 30, 2005  compared to $1,500
during the  six-month  period  ending  June 30,  2004.  This is an  increase  of
$48,285.

         Other  general and  administrative  expenses for the  six-month  period
ending June 30, 2005 totaled $127,115 compared to $24,991 for the same six-month
period ending June 30, 2004. This represents an increase in the six-month period
ending June 30, 2005 of $102,124 over the same period ending June 30, 2004.

         The Company had a net loss of $179,456 for the six-month  period ending
June 30,  2005 as compared  to a net loss of $11,307  for the  six-month  period
ending June 30, 2004.  This represents an increase of $168,149 for the six-month
period  ending June 30, 2005 compared to the same  six-month  period ending June
30, 2004.  The loss per share was $.09 in the six-month  period in 2005 compared
to nominal in the same period in 2004.


LIQUIDITY AND CAPITAL RESOURCES

         The Company has cash on hand at June 30, 2005 of $457 and a  receivable
of $12,831.  The Company owns stock in two small public  companies  which it may
sell in increments for capital. The Company has current liabilities of $650,417.
The  Company  expects  to raise  capital  in a private  placement  in the coming
quarter of at least $100,000.

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,  until such time as a
business combination or other profitable  investment may be achieved.  There are
no written  agreements in place for such funding,  and there can be no assurance
that such funding will be available in the future.

NEED FOR ADDITIONAL FINANCING

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds will be available to the Company to allow it to cover expenses
as they may be  incurred.  We intend to conduct a Reg. E Offering  of  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  controls and procedures  designed to ensure that
it is able to collect the  information it is required to disclose in the reports
it files with the SEC, and process,  summarize,  and disclose  this  information
within the time periods  specified in the rules of the SEC. The Company's  Chief

                                       10
<PAGE>

Executive and Chief  Financial  Officers are responsible  for  establishing  and
maintaining  these procedures and, as required by the rules of the SEC, evaluate
their effectiveness.

         Our Chief Executive Officer and Chief Financial Officer, have evaluated
the  effectiveness  of our  disclosure  controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")) as of the end of the period  covered by
this report.  The evaluation  included  control areas in which we intend to make
changes to improve and enhance  controls.  Based on such  evaluation,  our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of such period,  our  disclosure  controls  and  procedures  were not  effective
because of a material weakness as discussed below.

Internal Control Over Financial Reporting

         The Company maintains a system of internal controls designed to provide
reasonable  assurance  that:   transactions  are  executed  in  accordance  with
management's  general or specific  authorization;  transactions  are recorded as
necessary (1) to permit  preparation of financial  statements in conformity with
generally accepted accounting principles, and (2) to maintain accountability for
assets;  access to assets is  permitted  only in  accordance  with  management's
general or specific authorization; and the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

Material Weakness in Disclosure Controls

         A material  weakness is a condition in which the design or operation of
one or more of the internal  control  components does not reduce to a relatively
low level the risk that  misstatements  caused by error or fraud in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing their assigned functions.

         The   Securities   and   Exchange   Commission   rule  making  for  the
Sarbanes-Oxley  Act of 2002  Section  404  requires  that a  company's  internal
controls over financial  reporting be based upon a recognized  internal  control
framework.  While the Company has an internal  control and procedures  manual in
place and management  believes the controls and  procedures  are effective,  the
manual is not based upon a recognized  internal  control  framework,  because we
have not  found  one that  fits the  limited  scope of  operations  of our small
Company. Accordingly, we conclude that we have a material weaknesses.

         During the first half of the Company's  fiscal year ending December 31,
2005  management  has begun  revising  the  Company's  internal and controls and
procedures  document basing this revision upon a model framework  created by the
Committee of Sponsoring  Organizations of the Treadway Commission (or "COSO") as
is  appropriate  to  our  operations.   This  framework  is  entitled   Internal
Control-Integrated  Framework. The COSO Framework, which is the common shortened
title,  was published in 1992 and we believe,  will satisfy the  Securities  and
Exchange  Commission  requirements of Section 404 of the  Sarbanes-Oxley  Act of
2002.

         To address this material  weakness  management has begun re-writing its
internal  controls and  procedures  manual  based upon the  Treadway  Commission
report as is appropriate to our operations  during the first half of fiscal year
ending December 31, 2005 and hopes to complete this by December 31, 2005.

         Except as noted above,  there have not been any changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f)  under the Exchange  Act) during our second  fiscal  quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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<PAGE>


PART II.  - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS


         The  Company  is  not a  party  to  any  legal  proceedings,  nor  does
management believe that any such proceedings are contemplated.


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

         None.


Item 3. DEFAULTS UPON SENIOR SECURITIES

         None.


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

         None.


Item 5. OTHER INFORMATION

         The Company,  post-merger  with Fayber Group,  Inc.,  has determined to
change to calendar year  reporting,  rather than fiscal year reporting as Fayber
Group, Inc. had maintained.

         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
100,000 shares of Infinity Capital Group,  Inc. common stock 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.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         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

(b) The following is a list of Current  Reports on Form 8-K filed by the Company
during and subsequent to the quarter for which this report is filed.

         Form 8K12g3 filed on May 5, 2005
         Form 8K12g3/a filed on May 31, 2005

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<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.

Dated: August 15, 2005            INFINITY CAPITAL GROUP, INC.

                                  By:/s/Gregory H. Laborde
                                  ---------------------------------------------
                                  Gregory H. Laborde, Chief Executive Officer,
                                  President 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.

Dated: August 15, 2005            INFINITY CAPITAL GROUP, INC.

                                  By:Jerry Gruenbaum
                                  --------------------------------------------
                                  Jerry Gruenbaum, Interim Chief
                                  Financial Officer and Secretary


















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