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

                                    FORM 10-Q

(Mark One)

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

     FOR QUARTERLY PERIOD ENDED JUNE 30, 2008

                                       or

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

     For the Transition period from _______________ to ______________


                        COMMISSION FILE NUMBER: 814-00708


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

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

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

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


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


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

                            Yes [_X_]                   No[__]

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

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


<PAGE>

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

                            Yes[__]                     No[_X_]

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

As of August 11, 2008 the number of shares outstanding of the registrant's class
of common stock was 6,472,899.


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS



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

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

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

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

         Schedule of Investments as of June 30, 2008                                                      6

         Statements of Changes in Net Assets                                                              7

         Notes to Financial Statements (unaudited)                                                        8

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                        15

Item 4. Controls and Procedures                                                                           15

Item 4T. Controls and Procedures                                                                          16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  - NOT APPLICABLE                                                               17

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

Item 3. Defaults upon Senior Securities - NOT APPLICABLE                                                  17

Item 4. Submission of Matters to a Vote of Security Holders - NOT APPLICABLE                              17

Item 5. Other Information - NOT APPLICABLE                                                                17

Item 6. Exhibits                                                                                          17

Signatures                                                                                                18

</TABLE>




                                      -1-
<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

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
























                                      -2-

<PAGE>
<TABLE>
<CAPTION>
                                               INFINITY CAPITAL GROUP, INC.
                                                     Balance Sheets

                                                                                              June             December
                                                                                            30, 2008           31, 2007
                                                                                         ---------------     --------------
                                                                                          (Unaudited)          (Audited)

Assets
<S>                                                                                      <C>                 <C>
         Investments in noncontrolled affiliates (Cost - $314,389 and $94,064)           $    1,854,838      $      94,660
         Controlled investments (Cost - $232,000 and $136,326)                                  232,000            200,809
         Promissory note                                                                         25,980             50,000
         Cash                                                                                       598             67,609
         Deferred offering costs                                                                 36,664             36,664
         Other assets                                                                             3,005              6,991
                                                                                         ---------------     --------------

                Total assets                                                             $    2,153,085      $     456,733
                                                                                         ===============     ==============

Liabilities

         Accounts payable and credit cards                                               $      242,794      $     193,932
         Accrued interest and expenses payable                                                   41,509             26,027
         Deferred taxes payable                                                                 284,088                  -
         Notes payable                                                                          278,000            132,020
                                                                                         ---------------     --------------

                Total liabilities                                                               846,391            351,979
                                                                                         ---------------     --------------

Net Assets                                                                               $    1,306,694      $     104,754
                                                                                         ===============     ==============


Composition of net assets
         Preferred stock, $0.001 par value,
                10,000,000 shares authorized,
                none issued or outstanding.
         Common Stock. $0.001 par value,
                100,000,000 shares authorized
                6,422,274 and 6,170,774 issued and outstanding                           $        6,422      $       6,171
                June 30, 2008 and December 31, 2007, respectively

         Additional paid-in capital                                                             695,681            534,892
         Accumulated income (deficit)
                Accumulated net operating (deficit)                                            (636,586)          (695,859)
                Net realized gain on investments, net of tax                                    215,348            207,466
                Net unrealized increase of investments, net of tax                            1,025,829             52,084
                                                                                         ---------------     --------------

Net Assets                                                                               $    1,306,694      $     104,754
                                                                                         ===============     ==============

Net Asset Value Per Share                                                                $         0.20      $        0.02
                                                                                         ===============     ==============
</TABLE>











     The accompanying notes are an integral part of the financial statements

                                      -3-

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

                                                                For the Three Months Ended      For the Six Months Ended
                                                                        June 30,                        June 30,
                                                                  2008           2007             2008           2007
                                                              -------------  --------------   -------------  --------------

Investment Income
<S>                                                           <C>            <C>              <C>            <C>
        Investment fees                                       $          -   $           -    $          -   $           -
        Interest income                                                465               1             466               1
        Consulting fees                                                  -               -               -         100,000
        Other                                                                            -                               -
                                                              -------------  --------------   -------------  --------------

Total Investment Income                                                465               1             466         100,001
                                                              -------------  --------------   -------------  --------------

Expenses
        Salaries and wages                                           6,000               -          12,000               -
        Management fees                                             14,544          19,675          25,234          25,004
        Professional fees                                           28,943          12,208          48,865          21,346
        Insurance                                                    1,159          14,222           4,519          25,353
        General and administrative                                  15,960          13,304          24,329          19,977
        Interest & settlement costs                                  2,941           1,876          47,843           3,932
                                                              -------------  --------------   -------------  --------------

Total Expenses                                                      69,547          61,285         162,790          95,612
                                                              -------------  --------------   -------------  --------------

Net investment (loss) income before taxes                          (69,082)        (61,284)       (162,324)          4,389
                                                              -------------  --------------   -------------  --------------

Provision for income tax                                           (22,485)              -        (221,598)              -
                                                              -------------  --------------   -------------  --------------

Net investment income (loss)                                       (46,597)        (61,284)         59,274           4,389

Net realized and unrealized gains (losses):
     Net realized gain on investments
       net of tax                                                      546               -           7,882               -
     Net change in unrealized increase (decrease),
       net of tax                                                  466,683          39,008         973,745          65,282
                                                              -------------  --------------   -------------  --------------

Net realized and unrealized gains (losses)                         467,229          39,008         981,627          65,282
                                                              -------------  --------------   -------------  --------------

Net increase (decrease) in net assets
     from operations                                          $    420,632   $     (22,276)   $  1,040,901   $      69,671
                                                              =============  ==============   =============  ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                       $       0.07   $       (0.00)   $       0.17   $        0.01
  Diluted                                                     $       0.07   $       (0.00)   $       0.16   $        0.01
                                                              =============  ==============   =============  ==============

Weighted average number of shares outstanding
  Basic                                                          6,292,417       6,000,297       6,269,508       6,000,297
  Diluted                                                        6,332,917       6,078,524       6,310,008       6,077,997
                                                              =============  ==============   =============  ==============
</TABLE>









     The accompanying notes are an integral part of the financial statements

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                                  Statement of Cash Flows
                                                        (Unaudited)

                                                                                            For the Six Months ended
                                                                                                     June 30,
                                                                                           2008                  2007
                                                                                       --------------       ---------------

Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
     Net increase in net assets from operations                                        $   1,040,901        $       69,671

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in net unrealized (increase) of investments, pre-tax                       (1,475,372)              (65,282)
        Proceeds from disposition of investment securities                                    33,960                     -
        Net realized gain on investments, pre-tax                                            (11,942)                    -
        Investment securities received for services                                                -               (85,000)
        Purchase of investments                                                             (338,016)                    -
        Loan receivable                                                                       24,020                     -
        Depreciation and amortization                                                            462                     -
        Deferred offering costs                                                                    -                (7,239)
        Accounts receivable                                                                        -               (15,000)
        Other assets                                                                           3,524                     -
        Accounts payable                                                                      48,862                21,384
        Accrued interest and expenses payable                                                 15,482                (2,341)
        Deferred taxes payable                                                               284,088                     -
        Deposits payable                                                                           -                66,220
                                                                                       --------------       ---------------

                  Net cash used for operating activities                                    (374,031)              (17,587)
                                                                                       --------------       ---------------

Cash Flows from Financing Activities
        Proceeds from notes payable                                                          145,980                     -
        Payments on notes payable                                                                  -               (30,000)
        Stock issued to purchase investment                                                   82,000                     -
        Stock issued pursuant to settlement                                                   39,840                     -
        Sale of stock                                                                         39,200                39,668
                                                                                       --------------       ---------------

                  Net cash provided by financing activities                                  307,020                 9,668
                                                                                       --------------       ---------------

Decrease in Cash                                                                             (67,011)               (7,919)
                                                                                       --------------       ---------------
Cash and Cash Equivalents - Beginning of Period                                               67,609                13,168
Cash and Cash Equivalents - end of Period                                              $         598        $        5,249
                                                                                       ==============       ===============
</TABLE>






     The accompanying notes are an integral part of the financial statements

                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                             INFINITY CAPITAL GROUP, INC.
                                                SCHEDULE OF INVESTMENTS
                                                     June 30, 2008

                            Original
                            Date of                                                          Original       Fair
  Shares       Warrants    Acquisition                                                         Cost         Value
---------     ---------- --------------                                                     ------------ ------------
<S>           <C>        <C>               <C>                                              <C>          <C>
                                           Common stock in controlled affiliates,
                                           18% of net assets


 6,203,960                 Jun-08          NPI08, Inc. publicly traded over the counter,    $  232,000  $   232,000
                                           18% of net assets, former education and college
                                           preparation company (1)
                                                                                           ------------ ------------

                                           Subtotal                                           $232,000  $   232,000
                                                                                           ------------ ------------


                                           Noncontrol Affiliate Investments,
                                           142% of net assets


   528,125 (2)             Nov-04          Strategic Environmental & Energy Resources Inc   $  115,198  $ 1,298,786
   125,000 (3)             Mar-08          publicly traded over the counter,                    81,526      308,882
                125,000    Mar-08          provider of technology-based industrial services     24,490      193,478
                                           in the environmental, energy and rail transport,
                                           138% of net assets (4)

   817,500                 Aug-04          Lumonall, Inc. publicly traded over the counter, $    8,175  $    15,824
                                           global supplier of photoluminescent products,
                                           1% of net assets (5)

    21,250                 Apr-07          Fluid Music Canada, Inc. publicly traded on the  $   85,000  $    37,868
                                           Toronto Stock Exchange, 3% of net assets,
                                           music aggregation and distribution company (6)
                                                                                           ------------ ------------

                                           Subtotal                                         $  314,389  $ 1,854,838
                                                                                           ------------ ------------


                                           TOTAL INVESTMENTS                                $  546,389  $ 2,086,838
                                                                                           ============ ============
-------------------------------------
(1)      Acquired  for a total of $150,000  cash and 102,500  shares of Infinity
         common stock
(2)      Company reverse split the stock at 1 for 4 shares January 22, 2008
(3)      Note plus $50,000 cash exchanged for Shares and Warrants of SENR
(4)      Formerly Strategic Organizing Systems, Inc.
(5)      Formerly Midland International Corporation
(6)      Formerly Fluid Media Networks, Inc.
</TABLE>








     The accompanying notes are an integral part of the financial statements

                                       -6-
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                            Statements of Changes in Net Assets


                                                                                    Six-months
                                                                                       Ended                Year Ended
                                                                                     June 30,                Dec. 31,
                                                                                       2008                    2007
                                                                                 ------------------     -------------------
                                                                                     Unaudited              (Audited)

Changes in net assets from operations:
<S>                                                                              <C>                    <C>
     Net investment income (loss)                                                $          59,274      $          (21,327)
     Net realized gain (loss) on investments, net of tax                                     7,882                  32,816
     Net change in unrealized increase (decrease), net of tax                              973,744                  20,324
                                                                                 ------------------     -------------------

           Net increase in net assets from operations                                    1,040,900                  31,813
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                               161,040                 109,596
      Issuance of common stock for debt                                                          -                  36,272
                                                                                 ------------------     -------------------

           Net increase  in net assets from stock transactions                             161,040                 145,868
                                                                                 ------------------     -------------------

Net increase  in net assets                                                              1,201,940                 177,681
Net assets at beginning of year                                                            104,754                 (72,927)
                                                                                 ------------------     -------------------

Net assets at end of period                                                      $       1,306,694      $          104,754
                                                                                 ==================     ===================

</TABLE>

















     The accompanying notes are an integral part of the financial statements

                                       -7-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Infinity Capital Group,  Inc. ("ICG" and/or 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.

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

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the audited  financial  statements
and related notes and schedules  included in the Company's  2007 Annual  Report,
dated  December 31, 2007.  The results of operations  for the periods ended June
30, 2008 and 2007 are not  necessarily  indicative of the operating  results for
the full years.

                                      -8-

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
                                   (Unaudited)

ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

                                      -9-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
                                   (Unaudited)
NOTE 2 - INVESTMENTS

As of June 30, 2008, the Company has made  investments in five target  companies
that total  approximately  $593,000 in funded  capital.  We have  completed  the
following transactions:

<TABLE>
<CAPTION>

       PORTFOLIO COMPANY                   DATE                 INVESTMENT               COST
--------------------------------- ------------------------ ---------------------- -------------------
<S>                               <C>                      <C>                    <C>
Strategic Environmental &              November 2004           Common stock                 $121,336
Energy Resources, Inc.*

Strategic Environmental &               March 2008             Common stock                   75,510
Energy Resources, Inc.*

Strategic Environmental &               March 2008               Warrants                     24,490
Energy Resources, Inc.*

Heartland Inc.                        September 2004           Common stock                   12,500

Fluid Media Networks                     May 2007              Common stock                   85,000

Lumonall, Inc.**                        August 2004            Common stock                   42,100

NPI08, Inc.                              June 2008             Common stock                  232,000
                                                                                  -------------------

TOTAL                                                                                       $592,936
                                                                                  ===================
</TABLE>

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

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

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

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

                                      -10-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
                                   (Unaudited)

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

         1)       Management  reviews all  investments  and  summarizes  current
                  status:

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

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

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

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

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity securities owned at June 30, 2008 and December 31, 2007,
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair  values.  The Company uses the  first-in,  first-out
(FIFO) method of accounting for sales of its investments.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company for the six months ended June 30, 2008 and 2007 incurred expenses of
approximately  $25,234 and $25,004  through a company  affiliated to the Company
through an Officer and Director for management fees and expenses.

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the six months ended June 30, 2008, the Company  retired notes payable in
the amount of $24,020,  issued a new note for $120,000,  bearing interest at 7%,
to  Theodore  A.  Greenberg,  an  officer  of the  Company,  issued a new 30-day
interest-free  note for $25,000 in connection  with the purchase of common stock
in NPI08,  Inc. and issued another new 60 day note,  bearing interest at 7%, for
$25,000.

Additionally,  the Company  reached a settlement  agreement  with two debtors on
over due loans  calling for the Company to  immediately  pay $50,000 in cash and
issue  100,000  shares of  Infinity  common  stock.  The  debtors are still owed
$75,000  and in  accordance  with the  loan  terms  received  78,125  shares  in
Strategic Environmental & Energy Solutions,  Inc. The value of the shares issued
to the debtors was  charged as an expense  and is included in the  statement  of
operations  on the interest  expense and  settlement  costs line. As of June 30,
2008, $108,000 in notes payable plus related accrued interest are in default for
lack of repayment by their due date. $75,000 of the notes in default are secured
by the Company's investment in Strategic Environmental & Energy Solutions,  Inc.
For the six month  period  ended June 30, 2008,  the Company  incurred  interest
expense and settlement costs on notes payable of $47,843.

                                      -11-

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008
                                   (Unaudited)

NOTE 5 - STOCKHOLDERS' EQUITY

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

During the six months ended June 30, 2008, the Company  raised  $39,200  through
the sale of 49,000 shares of its common stock under its Regulation E offering.

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

NOTE 6 - EMPLOYMENT CONTRACTS

On April 20, 2006,  Gregory Laborde and Theodore A. Greenberg signed  employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has completed its planned  Regulation E offering for at least $1,500,000
and to defer a proportionate  amount of his  compensation if the offering raises
less than  $3,000,000.  Such  deferral  until the Company has raised  additional
capital or sufficient income from fees and/or  investments is achieved.  In lieu
of Mr.  Laborde's  salary,  management  fees have  been paid to a company  he is
affiliated  with.  These fees have been in an amount lower than the  contractual
amount.  Mr.  Laborde and Mr.  Greenberg have agreed to waive all salary amounts
due under their contracts which were not paid or accrued by June 30, 2008.

NOTE 7 - FINANCIAL HIGHLIGHTS

The  following  is a schedule of financial  highlights  for the six month period
ended June 30, 2008 and the year ended December 31, 2007.

                                                      Six Months    Year Ended
                                                    Ended June 30,   Dec. 31,
                                                        2008           2007
                                                     -----------   ------------
 Per share information
 Net asset value, beginning of period                      0.02          (0.01)
                                                     -----------   ------------

    Net investment income (loss) (1)                       0.01          (0.00)
    Net realized and unrealized gain (loss) (1)            0.14           0.01
                                                     -----------   ------------

 Net increase (decrease) in net assets
    resulting from operations (1)                          0.15           0.01
 Issuance of common stock, warrants
    and other new equity (1)                               0.03           0.02
                                                     -----------   ------------

 Net asset (deficit) value, end of year                    0.20           0.02
                                                     ===========   ============

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

 Total Return Based Upon Net Asset Value (3)               750%            N/A

 Ratios and Supplemental Data
 Net assets (deficit), end of year                    1,306,694        104,754
 Common shares outstanding at end of period           6,422,274      6,140,774
 Diluted weighted average number of
    shares outstanding during the year                6,310,008      6,103,745
 Ratio of expenses to average net assets (4)(5)             45%          1531%
 Ratio of net increase (decrease) in net assets
    from operations to average net assets (4)(5)           287%           314%
 Average Debt Outstanding                               189,340        134,509
 Average Debt Per Share (1)                                0.03           0.02

----------------------------------------
(1) Calculated based on diluted  weighted  average number of shares  outstanding
during the period.

(2) Not applicable - prior to public trading of shares

(3) 2007 did not start with positive net assets so cannot compute

(4) Average net assets were low in 2007 resulting in calculation out of scale

(5) Annualized for interim period

                                      -12-
<PAGE>

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

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

OVERVIEW

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

During the six months  ended June 30,  2008,  we  acquired  6,203,960  shares of
NPI08,  Inc. The shares were  purchased for a  combination  of $150,000 cash and
102,500  shares of our common stock valued at $82,000.  In  connection  with the
purchase,  we  issued a  $25,000  promissory  note to the  escrow  agent for the
transaction.  The  promissory  note has a term of 30 days and is interest  free.
NPI08, Inc. was formerly involved in education and college  preparation.  NPI08,
Inc. trades on the pink sheets under the symbol "NPIE."

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

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

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2008 COMPARED TO
THE THREE MONTH PERIOD ENDED JUNE 30, 2007.

During the  three-month  period  ending June 30,  2008,  the Company had $466 in
investment income compared to $1 for the same period in 2007.

The Company had an increase in change in unrealized gains from investments,  net
of tax, of $466,683  during the three months ended June 30, 2008  compared to an
increase  in the change in  unrealized  gains from  investments,  net of tax, of
$39,008  during the three months ended June 30, 2007.  The increase in change in
unrealized gains from investments during the three months ended June 30, 2008 is
largely a result of the Company's investment in Strategic Environmental & Energy
Solutions.

The Company  incurred  $218,209 in deferred  taxes during the three months ended
June 30, 2008,  which relates to unrealized  gains on the Company's  holdings in
Strategic  Environmental & Energy Solutions.  During the three months ended June
30, 2007 all taxes were offset by the Company's  net operating  losses which had
accumulated since inception resulting in no deferred taxes.

                                      -13-
<PAGE>

During the three months ended June 30, 2008, the Company  incurred  expenses for
professional  fees in the amount of $28,943 compared to $12,208 during the three
months  ended June 30,  2007.  The  increase  of  $16,735  is due to  consulting
services related to the Company's investment in Strategic Environmental & Energy
Solutions.

The Company  incurred  insurance  costs of $1,159  during the three months ended
June 30, 2008  compared to $14,222  during the three months ended June 30, 2007.
Insurance  costs  consist  mainly of costs  related to  Directors  and  Officers
insurance.  The  Company  has  reduced  coverage  levels  on  insurance  to more
appropriate levels resulting in a reduction in insurance costs.

During the three  months ended June 30, 2008,  the Company  incurred  management
fees in the amount of $14,544  compared to $19,675 during the three months ended
June 30, 2007.

Other  general and  administrative  expenses for the three months ended June 30,
2008 totaled $15,960  compared to $13,304 during the three months ended June 30,
2007.

The Company had a net increase in net assets from operations of $420,632 for the
three  months  ended June 30,  2008 as compared to a decrease in net assets from
operations of $22,276 for the three months ended June 30, 2007.  This represents
an increase of $442,908.  The  increase in net assets per share from  operations
for the three  months  ended  June 30,  2008 was  $0.07  compared  to  neither a
decrease or increase for the three months ended June 30, 2007.

RESULTS OF  OPERATIONS  FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2008 COMPARED TO
THE SIX MONTH PERIOD ENDED JUNE 30, 2007.

During the six months ended June 30, 2008, the Company had investment  income of
$466  compared to $100,000 for the six months ended June 30, 2007.  The decrease
of $99,534 was due to consulting  services to Fluid Media Networks for which the
Company  received  $15,000 in cash and  $85,000  in stock  during the six months
ended June 30, 2007.

During the six months ended June 30, 2008, the Company  realized $7,882 in gains
from sale of  investments,  net of tax,  compared to $0 for the six months ended
June 30, 2007.

During the six months ended June 30, 2008, the Company had an increase in change
in  unrealized  gains from  investments,  net of tax,  of  $973,745  compared to
$65,282 for six months ended June 30, 2007. The increase in change in unrealized
gains from  investments  during the six months  ended June 30, 2008 is largely a
result  of  the  Company's  investment  in  Strategic   Environmental  &  Energy
Solutions.

The Company incurred $284,088 in deferred taxes during the six months ended June
30,  2008,  which  relates to  unrealized  gains on the  Company's  holdings  in
Strategic  Environmental  & Energy  Solutions.  The deferred tax amount is after
allowing for the  Company's  net operating  losses which had  accumulated  since
inception.  During the six months  ended June 30,  2007 all taxes were offset by
the Company's net operating losses resulting in no deferred taxes.

The Company  incurred  expenses for  professional  fees in the amount of $48,865
during  the six months  ended June 30,  2008  compared  to $21,346  for the same
period in 2007. The increase of $27,519 is due to consulting services related to
the Company's investment in Strategic Environmental & Energy Solutions.

The Company incurred insurance costs of $4,519 for the six months ended June 30,
2008 compared to $25,353 for the six months ended June 30, 2007. The majority of
the insurance  costs are for Directors and Officers  insurance.  The Company has
reduced coverage levels on insurance to more  appropriate  levels resulting in a
reduction in insurance costs.

Management  fees and salaries  during the six months ended June 30, 2008 totaled
$25,234 compared to $25,208 for the six months ended June 30, 2007.

Other  general and  administrative  expenses  for the six months  ended June 30,
2008,  totaled $24,329  compared to $19,977 for the six months ended period June
30, 2007.

                                      -14-
<PAGE>

The Company had a net increase in net assets from  operations of $1,040,901  for
the six months  ended June 30, 2008 as compared to a net increase of $69,671 for
the six months ended June 30, 2007. This represents an increase of $971,230. The
increase  in net  assets per share for the six  months  ended June 30,  2008 was
$0.17 compared to an increase of $0.01 for the six months ended June 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash on hand of $598 at June 30, 2008. The Company owns stock in
three small public  companies  which it may sell in increments for capital.  The
Company has  current  liabilities  of  $562,303.  The  Company  expects to raise
capital in connection  with its Regulation E offering and  anticipates  that the
funds  available  from the offering and sale of stock  investments  will provide
required working capital for the next twelve months.

The notes payable of the Company  increased  during the quarter from $158,000 to
$278,000 and are included in current liabilities.

GOING CONCERN

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

NEED FOR ADDITIONAL FINANCING

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

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

                                      -15-
<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES

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

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

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

         (ii)     provide reasonable assurance that transactions are recorded as
                  necessary to permit  preparation  of financial  statements  in
                  accordance with generally accepted accounting principles,  and
                  that our  receipts  and  expenditures  are being  made only in
                  accordance   with   authorizations   of  our   management  and
                  directors; and

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

Management's  assessment  of  the  effectiveness  of the  Registrant's  internal
control over  financial  reporting is as of the quarter  ended June 30, 2008. We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

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

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended June 30, 2008,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.






                                      -16-
<PAGE>


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

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

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

Exemption From Registration Claimed

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

   EXHIBIT NO.                         DESCRIPTION
------------------ -----------------------------------------------------

      31.1                   Section 302 Certification - CEO

      31.2                   Section 302 Certification - CFO

      32.1                   Section 906 Certification - CEO

      32.2                   Section 906 Certification - CFO






                                      -17-
<PAGE>



                                   SIGNATURES


Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





                                             INFINITY CAPITAL GROUP, INC.
                                             ----------------------------
                                                    (Registrant)




Dated: August 13, 2008                       By: /s/Gregory H. Laborde
                                             -------------------------
                                             Gregory H. Laborde,
                                             Principal Executive Officer,
                                             President & Chief Executive Officer



Dated: August 13, 2008                       By: /s/Theodore A. Greenberg
                                             ----------------------------
                                             Theodore A. Greenberg,
                                             Principal Accounting Officer,
                                             Chief Financial Officer,
                                             Chief Investment Officer &
                                             Secretary














                                      -18-