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


                                  FORM 10-QT/A
                                 Amendment No. 1


__________    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)


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



                 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

         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

      Balance Sheets for June 30, 2005 (Unaudited) and December 31, 2004......................................     2

      Statements of Operations (Unaudited) For the Three Months and Six
      Months Ended June 30, 2005 and 2004.....................................................................     3

      Statements of Cash Flows (Unaudited) For the Three Months and Six
      Months Ended June 30, 2005 and 2004.....................................................................     4

      Statement of Investments (Unaudited) June 30, 2005 .....................................................     5

      Statement of Changes in Net Assets for the Three Months and Six
      Months Ended June 30, 2005 and December 31, 2004........................................................     6

      Notes to Financial Statements............ ..............................................................     7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................................................     12

Item 3.  Controls and Procedures..............................................................................     15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     16

Item 3.  Defaults upon Senior Securities......................................................................     16

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     16

Item 5.  Other Information....................................................................................     16

Item 6.  Exhibits and Reports on Form 8-K.....................................................................     17

Signatures....................................................................................................     17


</TABLE>

<PAGE>

This  Amendment  No. 1 on Form 10-QT/A  ("Amendment"  or "Form  10-QT/A") to our
Quarterly Report on Form 10-QT for the fiscal quarter ended June 30, 2005, which
was filed with the Securities and Exchange  Commission on August 16, 2005,  2005
(the  "Original  Filing"),  is being  filed to amend  Part I,  Item 1  Financial
Statements,  Part I, Item 2  Management's  Discussion  and Analysis of Financial
Condition and Results of Operation,  and Part I, Item 3 Controls and  Procedures
in response to Staff comments  received by Infinity  Capital,  Inc.  relating to
Infinity's financial statements.

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


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>


                          INFINITY CAPITAL GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

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

<S>                                                                 <C>                 <C>
      Investments in non-controlled affiliates (cost $54,600)       $      806,450      $    1,319,925
      Controlled Investments (Cost - $121,326)                             175,000             177,500
      Cash                                                                     457                 987
      Accrued receivables                                                   12,831              12,831
      Notes receivable - related parties                                    14,639              24,639
      Other receivables - related parties                                      510                 510
      Goodwill                                                              22,120
      Other assets                                                           2,639                 262
                                                                    ---------------     ---------------

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

      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 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 (decrease) 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>
                          INFINITY CAPITAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                         Quarter Ended                     Six Months Ended
                                                  June 30,          June 30,             June 30,       June 30,
                                                    2005              2004             2005               2004
                                                 ------------      ------------     -----------         ----------
                                                 Unaudited         Unaudited        Unaudited           Unaudited
Investment Income
<S>                                              <C>               <C>              <C>                 <C>
   Interest income                               $        23       $         1      $       34          $       6

                                                 ------------      ------------     -----------         ----------
Total Investment Income                                   23                 1              34                  6
                                                 ------------      ------------     -----------         ----------

Expenses:
   Management Fees                                    14,500             7,300          18,500             16,400
   Salaries and wages                                 20,000                 -          20,000                  -
   Directors Fees                                     15,000                 -          15,000                  -
   Professional fees                                  61,681                 -         101,345                  -
   General and administrative                         13,669             4,768          22,055             (5,087)
   Interest expense                                       20                 -           2,590                  -
                                                 ------------      ------------     -----------         ----------

Total Expenses                                       124,870            12,068         179,490             11,313
                                                 ------------      ------------     -----------         ----------

Net Investment Income (Loss) before taxes           (124,847)          (12,067)       (179,456)           (11,307)
                                                 ------------      ------------     -----------         ----------

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

Net investment income (loss)                        (124,847)          (12,067)       (179,456)           (11,307)

Net realized and unrealized gains (losses):
   Net realized gain (loss) on investments,
         net of tax                                        -                 -               -                  -
   Net Change in unrealized increase (decrease),
        net of tax                                    (1,370)                -        (341,009)                 -
                                                 ------------      ------------     -----------         ----------

Net realized and unrealized gains (losses)            (1,370)                -        (341,009)                 -
                                                 ------------      ------------     -----------         ----------


Net increase (decrease) in net assets
  from operations                                $  (126,217)      $   (12,067)     $ (520,465)         $ (11,307)
                                                 ============      ============     ===========         ==========

Net increase (decrease) in net assets per share
  From continuing operations
  Basic                                          $     (0.02)      $     (0.00)     $    (0.10)         $   (0.00)
  Diluted                                        $     (0.02)      $     (0.00)     $    (0.10)         $   (0.00)
                                                 ============      ============     ===========         ==========

Weighted average number of
common shares outstanding
  Basic                                            5,535,223         5,104,246       5,462,564          5,104,246
  Diluted                                          5,535,223         5,730,996       5,462,564          5,730,996
                                                 ============      ============     ===========         ==========
</TABLE>



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

                                        3
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                              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                         $       (520,465)     $       (11,307)

     Adjustments  to  reconcile  net  increase  (decrease)  in net  assets  from
     operatins to net cash used in operating activities:
          Change in net unrealized (increase) depreciation of investments                   341,009
          Due from related parties
          Other assets                                                                       (2,377)
          Accrued payables                                                                   78,736               (8,288)
          Due to related parties                                                                (20)
          Interest Expense For Warrants Issued With Note Payable                                795
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               operating activities                                                        (102,322)             (19,595)
                                                                                   -----------------     ----------------

Cash Flows From Investing Activities:
      Goodwill Fayber Merger                                                       $        (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                                                                   45,912               15,301
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               financing activities                                                         113,912               43,801
                                                                                   -----------------     ----------------

Net Increase (Decrease) In Cash                                                                (530)             (13,896)
Cash At The Beginning Of The Period                                                             987               13,896
                                                                                   -----------------     ----------------

Cash At The End Of The Period                                                      $            457      $             -
                                                                                   =================     ================

</TABLE>


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

                                        4
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                 June 30, 2005

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

                                  Common stock in controlled affiliates -
                                  45.55% of net assets

     2,190,000           Nov-04   Satellite Organizing Solutions, Inc.,
                                  publicly traded over over the counter,
                                  45.55% of net assets, communications & business
                                  systems design and consulting                                    $      121,326  $        175,000
                                                                                                   --------------- -----------------

                                  Subtotal                                                         $      121,326  $        175,000
                                                                                                   --------------- -----------------

                                  Common stock in non-controlled affiliates -
                                  209.89% of net assets

       123,750           Jun-04   Heartland, Inc., publicly traded over the counter,
                                  11.59% of net assets, telecommunications                         $       12,500  $         44,550

     4,210,000           Aug-04   Azonic Corporation, publicly traded over the counter,
                                  198.29% of net assets, telecommunications                        $       42,100  $        761,900
                                                                                                   --------------- -----------------

                                  Subtotal                                                         $       54,600  $        806,450
                                                                                                   --------------- -----------------

                                  TOTAL INVESTMENTS                                                $      175,926  $        981,450
                                                                                                   =============== =================
</TABLE>

















                                        5
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS
                                    Unaudited

<TABLE>
<CAPTION>

                                                                              Six Months
                                                                                Ended                Year Ended
                                                                               Jun 30,                Dec. 31,
                                                                                 2005                   2004
                                                                           -----------------      -----------------

Changes in net assets from operations:
<S>                                                                        <C>                    <C>
     Net investment income (loss)                                          $       (179,456)      $       (197,405)
     Net realized gain (loss) on investments, net of tax                                                   119,588
     Net change in unrealized increase (decrease),
           net of tax                                                              (341,009)               911,176
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from operations                   (520,465)               833,359
                                                                           -----------------      -----------------

Capital stock transactions:
      Proceeds from issuance of common stock                                         45,912                  7,500
      Proceeds from issuance of warrants                                                                     2,000
      Issuance of common stock for debt                                                                    122,094
      Warrants Issued With Notes Payable                                                795                  3,356
      Paid in capital                                                                                       12,500
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from stock transactions             46,707                147,450
                                                                           -----------------      -----------------

Net increase (decrease) in net assets                                              (473,758)               980,809
Net assets at beginning of year                                                     857,987               (122,822)
                                                                           -----------------      -----------------

Net assets at end of period                                                $        384,229       $        857,987
                                                                           =================      =================
</TABLE>

                                        6

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Infinity  Capital Group,  Inc. ("ICG",  the "Company"),  was incorporated in the
State  of  Maryland  on  July  8,  2003.  ICG is a  non-diversified,  closed-end
management  investment  company  that has  elected  to be  treated as a Business
Development  Company  ("BDC")  under the  Investment  Company Act of 1940 ("1940
Act").

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

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

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

The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
June 30,  2005,  and the  results of  operations  and cash flows for all periods
presented have been made.


                                        7
<PAGE>



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

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the audited  financial  statements
and related  notes and schedules  included in the  Company's  2004 Annual Report
filed dated  December 31, 2004.  The results of operations for the periods ended
June 30, 2005 and 2004 are not necessarily  indicative of the operating  results
for the full years.


NOTE 2 - INVESTMENTS

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

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

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

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

                                        8
<PAGE>



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

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

     (1)  Management reviews all investments and summarizes current status;

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

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

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

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

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity  securities owned at June 30, 2005 and December 31, 2004
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair  values.  The Company uses the  first-in,  first-out
(FIFO) method of accounting for sales of its investments.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company for the six months ended June 30, 2005 and 2004 incurred expenses of
approximately  $18,500 and $16,400  respectively to a company affiliated through
an Officer & Director for management fees.

NOTE 4- NOTES PAYABLE

During the six months ended June 30, 2005 the Company  incurred notes payable of
$68,000.


                                        9
<PAGE>

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

NOTE 5 - STOCKHOLDERS' EQUITY

During the six months ended June 30, 2005 the Company sold 136,250 shares of the
Company's  Common stock through the exercise of Class A Warrants for $42,857 and
issued 100,000 shares of the Company's  Common stock to complete the merger with
Fayber Group, Inc.

NOTE 6 - FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
                                                                                Six Months
                                                                                   Ended              Year Ended
                                                                                 June 30,              Dec. 31,
                                                                                   2005                  2004
                                                                             ------------------    ------------------

Per share information
<S>                                                                          <C>                   <C>
Net asset value, beginning of period                                                      0.16                 (0.02)
                                                                             ------------------    ------------------

   Net investment income (loss) (1)                                                      (0.03)                (0.03)
   Net realized and unrealized gain (loss) (1)                                           (0.07)                 0.18
                                                                             ------------------    ------------------

Net increase (decrease) in net assets
   resulting from operations (1)                                                         (0.10)                 0.15
Issuance of common stock, warrants
   and other new equity (1)                                                               0.01                  0.03
                                                                             ------------------    ------------------

Net asset (deficit) value, end of period                                                  0.07                  0.16
                                                                             ==================    ==================

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

Ratios and Supplemental Data
Net assets (deficit), end of period                                                    384,229               857,987
Common shares outstanding at end of period                                           5,471,487             5,335,237
Diluted weighted average number of
   shares outstanding during the period                                              5,462,564             5,730,996
Ratio of expenses to average net assets (3)                                                62%                   54%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (3)                                             -179%                  227%
Average Debt Outstanding                                                               231,167               175,750
Average Debt Per Share (1)                                                                0.04                  0.03
</TABLE>

     (1)  Calculated   based  on  diluted  weighted  average  number  of  shares
          outstanding during the period.
     (2)  Not applicable - prior to public trading of shares
     (3)  Annualized for interim period


                                       10
<PAGE>



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

NOTE - 7 SUBSEQUENT EVENTS

Investments  - On July 18, 2005 Azonic  Corporation  changed its name to Midland
International   Corporation.   The  value  of  the   Company's   investment   in
Azonic/Midland  has  steadily  declined  and as of June 30,  2006 was  valued at
$126,300 which is a decrease of $635,600 from the June 30, 2005  valuation.  The
Company's valuation procedure has been revised as described in Note 2 above.

Notes Payable - During 2005 a company  affiliated  through an Officer & Director
purchased  $91,000 of the outstanding  notes payable and contributed the debt to
paid in capital for no  consideration.  As of June 30,  2006,  $100,000 in notes
payable  plus related  accrued  interest are in default for lack of repayment by
their due date.

Employment  Contracts  - On April 20,  2006  Gregory  Laborde  and  Theodore  A.
Greenberg signed employment  contracts with the Company with annual compensation
set at $90,000 for each.  Mr.  Greenberg has agreed to reduced  compensation  of
$2,000 per month until the  Company  has  completed  its  planned  Regulation  E
offering  for at least  $1,500,000  and to defer a  proportionate  amount of his
compensation  if the offering raises less than  $3,000,000.  Such deferral until
the Company has raised additional  capital or sufficient income from fees and/or
investments is achieved.  In lieu of Mr. Laborde's salary,  management fees have
been paid to a company he is affiliated. These fees have been in an amount lower
than the contractual  amount. Mr. Laborde and Mr. Greenberg have agreed to waive
all salary  amounts  due under their  contracts  which were not paid by June 30,
2006.
















                                      11


<PAGE>


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

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

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

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

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

During the  three-month  period ending June 30, 2005 the Company had  investment
income of $23 compared to $1 for the same period in 2004.

During the  three-month  period  ending June 30,  2005,  the Company  incurred a
decrease in change in unrealized gains from investments of $(1,370)  compared to
no change in unrealized gains from investments in the same period in 2004.

The Company  incurred  expenses for  professional  fees in the amount of $61,681
during the  three-month  period  ending June 30, 2005  compared to $0 during the
three-month  period ending June 30, 2004.  This increase of $61,681 is partially
due to professional  fees incurred in 2005 related to the merger with Fayber and
becoming an SEC reporting  company,  a potential  investment that was terminated
during the due diligence process and an overaccrual  reversal that decreased the
earlier period amount.

The Company incurred  management fees,  salaries and directors fees in the total
amount  costs of $49,500  during the  three-month  period  ending  June 30, 2005
compared to a total of $7,300 for the same costs during the  three-month  period
ending June 30, 2004.  $25,000 of the 2005 was subsequently  reversed in a later
period.

Other general and administrative expenses for the three-month period ending June
30, 2005 totaled $13,669 compared to $4,768 during the three-month period ending
June 30, 2004 representing an increase of $8,901.

                                       12
<PAGE>

The Company had a net decrease in net assets from  operations of $(126,217)  for
the three-month period ending June 30, 2005 as compared to a net decrease in net
assets from operations of $(12,067) for the  three-month  period ending June 30,
2005.  This  represents a decrease of  $114,150.  The decrease in net assets per
share from operations for the  three-month  period in 2005 was $0.02 compared to
$0.00 for the same period in 2004.

RESULTS OF  OPERATIONS  FOR THE 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  investment
income of $34 compared to $6 for the same period in 2004.

During the  six-month  period  ending  June 30,  2005,  the  Company  incurred a
decrease in change in unrealized gains from  investments of $(341,009)  compared
to no change in unrealized gains from investments in the same period in 2004.

The Company incurred  expenses for  professional  fees in the amount of $101,345
during the  six-month  period  ending  June 30,  2005  compared to $0 during the
six-month  period  ending June 30, 2004.  This increase of $101,345 is partially
due to professional  fees incurred in 2005 related to the merger with Fayber and
becoming an SEC reporting  company,  a potential  investment that was terminated
during the due diligence process and an overaccrual  reversal that decreased the
earlier period amount.

The Company incurred  management fees,  salaries and directors fees in the total
amount  costs of $53,500  during  the  six-month  period  ending  June 30,  2005
compared to a total of $16,400 for the same costs  during the  six-month  period
ending June 30, 2004.  $25,000 of the 2005 was subsequently  reversed in a later
period.

Other general and  administrative  expenses for the six-month period ending June
30, 2005 totaled $13,669 compared to $(5,087) during the six-month period ending
June 30, 2004  representing an increase of $18,756.  This is partially due to an
overaccrual reversal that decreased the earlier period amount.

The Company had a net decrease in net assets from  operations of $(520,465)  for
the  six-month  period ending June 30, 2005 as compared to a net decrease in net
assets from  operations of $(11,307)  for the  six-month  period ending June 30,
2005.  This  represents a decrease of  $519,158.  The decrease in net assets per
share from  operations  for the six-month  period in 2005 was $0.10  compared to
$0.00 for the same period in 2004.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash position of $457 at June 30, 2005. The Company owns stock
in three small public companies which it may sell in increments for capital. The
Company had current liabilities of $373,663. At June 30, 2006, the Company had a
cash position of $79 and current liabilities of $319,964. The Company expects to
raise  capital  in  connection  with its  proposed  Regulation  E  offering  and
anticipates  that the funds available from this offering would provide  required
working capital for the next twelve months.

The notes payable of the Company  increased  during the  six-month  period ended
June 30, 2005 from $192,500 to $260,500.  This increase is  attributable  to new
loans from Diana  Fridman in the amount of $15,000,  William Hicks in the amount
of $6,000,  the $20,000 note for the Fayber Group,  Inc.  merger and the balance
from GHL Group, a company affiliated  through an Officer & Director.  As of June
30, 2006, $100,000 in notes payable plus related accrued interest are in default
for lack of repayment by their due date.

GOING CONCERN

The Company has incurred  losses  since  inception  and has negative  equity and
working  capital.  Management  plans to fund  operations of the Company  through
non-interest  bearing  advances from existing  shareholders  and the sale of its
securities  including its proposed  Regulation E offering,  until such time as a
business combination or other profitable  investment may be achieved.  There are
no written  agreements in place for such funding,  and there can be no assurance
that such funding will be available in the future.

NEED FOR ADDITIONAL FINANCING

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover  expenses as they may be
incurred.  We intend to conduct a Regulation E Offering of up to 1,250,000 Units
at $2.40 per Unit.

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

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

                                       14
<PAGE>

Item 3.    CONTROLS AND PROCEDURES


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

         Management,   after  evaluating  the  effectiveness  of  the  Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as
of June 30, 2005 (the  "Evaluation  Date")  concluded  that as of the Evaluation
Date,  the  Company's  disclosure  controls  and  procedures  were  adequate and
effective to ensure that material  information  relating to the Company would be
made known to them by individuals within those entities, particularly during the
period in which this quarterly  report was being  prepared and that  information
required to be disclosed in our SEC reports is recorded, processed,  summarized,
and  reported  within the time  periods  specified in the SEC's rules and forms.
Subsequent to the  evaluation  date,  the Company  became aware that  additional
disclosures  related to '40 Act  reporting  are  required  and has  revised  its
disclosure controls and procedures accordingly.  The filing of amended financial
statements and disclosures  complying with the '40 Act have been  completed.  To
address any  significant  deficiencies  and material  weaknesses  in its '40 Act
reporting,  and to take all required  corrective  actions,  the Company  engaged
experienced  accounting  professionals  as  consultants  on '40 Act  accounting,
disclosure  and for  assistance in  implementing  revised  financial  statements
complying  with the '40 Act and ongoing  '40 Act  compliance.  As a result,  all
corrective actions were taken.


                                       15
<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.

                                       16
<PAGE>

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


                                   SIGNATURES
        Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                               Infinity Capital Group, Inc.

         Date: September 20, 2006          By: /s/Gregory H. Laborde
                                               -----------------------------
                                               Gregory H. Laborde, President,
                                               Chief Executive Officer and
                                               Director

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

         Date: September 20, 2006          By: /s/Gregory H. Laborde
                                               -----------------------------
                                               Gregory H. Laborde, President,
                                               Chief Executive Officer and
                                               Director

         Date: September 20, 2006          By: /s/Theodore A. Greenberg
                                               -----------------------------
                                               Theodore A. Greenberg, Chief
                                               Financial Officer, Chief
                                               Investment Officer, Secretary and
                                               Director


















                                       17