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

                                   FORM 10-QSB
(MARK ONE)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

_________      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                  FOR THE TRANSITION PERIOD FROM _______ TO _______


                        COMMISSION FILE NUMBER: 000-30999
                                   -----------

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

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

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

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


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

                                    Yes      X                No
                                        --------------          -----------

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

                                    Yes      X                No
                                        --------------          -----------

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         As  of  June  30,  2007  the  number  of  shares   outstanding  of  the
registrant's only class of common stock was 6,038,024.

         Transitional Small Business Disclosure Format (Check one):

                                    Yes                       No     X
                                        --------------          -----------


<PAGE>



<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
<S>      <C>                                                                                                     <C>
                                                                                                                 PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.................................................................................     1

         Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006 (audited).......................     2

         Statements of Operations (unaudited) for the Three and Six Months ended
          June 30, 2007  and 2006.............................................................................     3

         Statements of Cash Flows (unaudited) for the Six Months ended
          June 30, 2007 and 2006..............................................................................     4

         Schedule of Investments as of June 30, 2007..........................................................     5

         Statements of Changes in Net Assets..................................................................     6

         Notes to Consolidated Financial Statements (unaudited)...............................................     7

Item 2.  Management's Discussion and Analysis or Plan of Operations...........................................     12

Item 3.  Controls and Procedures..............................................................................     14

Item 3(A)T....................................................................................................     15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     15

Item 3.  Defaults upon Senior Securities......................................................................     15

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     15

Item 5.  Other Information....................................................................................     15

Item 6.  Exhibits ............................................................................................     15

Signatures....................................................................................................     16

</TABLE>


<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

         The financial  statements have been prepared by Infinity Capital Group,
Inc.  without audit pursuant to the rules and  regulations of the Securities and
Exchange  Commission.  Certain  information and footnotes  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include all the adjustments  which, in the opinion of management,  are necessary
for a fair  presentation  of financial  position and results of operations.  All
such  adjustments  are  of  a  normal  and  recurring  nature.  These  financial
statements should be read in conjunction with the audited  financial  statements
at December 31, 2006, included in the Company's Form 10-KSB.



















                                       1
<PAGE>
<TABLE>
<CAPTION>
                                                 INFINITY CAPITAL GROUP, INC.
                                                        Balance Sheets


                                                                                              June              December
                                                                                            30, 2007            31, 2006
                                                                                          --------------     ---------------
                                                                                            Unaudited

Assets

<S>                                                                                       <C>                <C>
         Investments in noncontrolled affiliates (Cost - $127,100 and $42,100)            $     214,581      $       78,938
         Controlled Investments (Cost - $136,326)                                               145,890             131,250
         Cash                                                                                     5,249              13,168
         Accounts receivable                                                                     15,000                   -
         Deferred offering costs                                                                 36,664              29,425
                                                                                          --------------     ---------------

                 Total assets                                                             $     417,384      $      252,781
                                                                                          ==============     ===============

Liabilities

         Accounts payable                                                                 $     175,453      $      154,069
         Accrued interest payable                                                                21,797      $       24,138
         Notes payable                                                                          117,501      $      147,501
         Deposits payable                                                                        66,220                   -
                                                                                          --------------     ---------------

                 Total liabilities                                                              380,971             325,708
                                                                                          --------------     ---------------

Net Assets                                                                                 $     36,413      $      (72,927)
                                                                                          ==============     ===============


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
                 6,038,024 and 5,883,687 issued and outstanding,                           $      6,038      $        5,884
                 respectively

         Additional paid-in capital                                                             428,825             389,311
         Accumulated income (deficit)
                 Accumulated net operating (deficit)                                           (670,144)           (674,533)
                 Net realized gain on investments, net of tax                                   174,650             174,650
                 Net unrealized increase of investments (no tax accrued)                         97,044              31,761
                                                                                          --------------     ---------------

Net Assets                                                                                $      36,413      $      (72,927)
                                                                                          ==============     ===============

Net Asset Value Per Share                                                                 $        0.01      $        (0.01)
                                                                                          ==============     ===============

                           The accompanying notes are an integral part of the financial statements.
</TABLE>


                                                              2
<PAGE>
<TABLE>
<CAPTION>
                                                 INFINITY CAPITAL GROUP, INC.
                                                   STATEMENTS OF OPERATIONS
                                                         (Unaudited)

                                                            Three Months Ended                    Six Months Ended
                                                                June 30,                               June 30,
                                                        2007              2006                 2007              2006
                                                    --------------    --------------       --------------    --------------

Investment Income
<S>                                                 <C>               <C>                  <C>               <C>
        Investment fees                              $          -     $           -        $           -     $      15,000
        Interest income                                         1                 3                    1                 4
        Consulting fees                                         -                 -              100,000                 -
                                                    --------------    --------------       --------------    --------------

Total Investment Income                                         1                 3              100,001            15,004
                                                    --------------    --------------       --------------    --------------

Expenses
        Salaries and wages                                      -             1,250                    -             1,250
        Director fees                                           -             7,083                    -             7,083
        Management fees                                    19,675            10,451               25,004            28,208
        Professional fees                                  12,208            11,075               21,346            28,734
        Insurance                                          14,222            13,965               25,353            26,430
        General and administrative                         13,304             3,924               19,977            13,870
        Interest                                            1,876             2,436                3,932             3,220
                                                    --------------    --------------       --------------    --------------

Total Expenses                                             61,285            50,184               95,612           108,795
                                                    --------------    --------------       --------------    --------------

Net Investment Income (Loss) before taxes                 (61,284)          (50,181)               4,389           (93,791)
                                                    --------------    --------------       --------------    --------------

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

Net investment income (loss)                              (61,284)          (50,181)               4,389           (93,791)

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                               -             6,125                    -            18,658
     Net change in unrealized increase (decrease),
       net of tax                                          39,008           (53,654)              65,282          (173,811)
                                                    --------------    --------------       --------------    --------------

Net realized and unrealized gains (losses)                 39,008           (47,529)              65,282          (155,153)
                                                    --------------    --------------       --------------    --------------

Net increase (decrease) in net assets
     from operations                                $     (22,276)    $     (97,710)       $      69,671     $    (248,944)
                                                    ==============    ==============       ==============    ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                             $       (0.00)    $       (0.02)       $        0.01     $       (0.04)
  Diluted                                           $       (0.00)    $       (0.02)       $        0.01     $       (0.04)
                                                    ==============    ==============       ==============    ==============

Weighted average number of shares outstanding
  Basic                                                 6,000,297         5,739,242            6,000,297         5,739,215
  Diluted                                               6,078,524         5,739,242            6,077,997         5,739,215
                                                    ==============    ==============       ==============    ==============

                           The accompanying notes are an integral part of the financial statements.
</TABLE>



                                                              3
<PAGE>
<TABLE>
<CAPTION>
                                                 INFINITY CAPITAL GROUP, INC.
                                                  Statement of Cash Flows
                                                     (Unaudited)

                                                                                                    Six Months Ended
                                                                                              June 30,            June 30,
                                                                                                2007                2006
                                                                                            ------------       -------------

Cash Flows from Operating Activities:
<S>                                                                                         <C>                <C>
     Net increase (decrease) in net assets from operations                                  $    69,671        $   (244,789)

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in net unrealized (increase) decrease of investments                             (65,282)            173,811
        Proceeds from disposition of investment securities                                            -              23,526
        Net realized gain on investments                                                              -             (18,658)
        Investment securities received for services                                             (85,000)                  -
        Accounts receivable                                                                     (15,000)                  -
        Due from related parties                                                                      -               6,484
        Prepaid and deferred expenses                                                                 -             (24,931)
        Deferred offering costs                                                                  (7,239)                  -
        Accounts payable                                                                         21,384              58,908
        Accrued interest payable                                                                 (2,341)                  -
        Deposits payable                                                                         66,220                   -
                                                                                            ------------       -------------

                   Net cash used for
                   operating activities                                                         (17,587)            (25,649)
                                                                                            ------------       -------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from (payments on) notes payable                                               (30,000)             18,500
        Proceeds from the sale of common stock                                                   39,668               2,500
                                                                                            ------------       -------------

                   Net cash provided by
                   financing activities                                                           9,668              21,000

Decrease in Cash                                                                                 (7,919)             (4,649)
                                                                                            ------------       -------------
Cash and Cash Equivalents - Beginning of Period                                             $     13,168       $       4,728
Cash and Cash Equivalents - End of Period                                                   $      5,249       $          79
                                                                                            ============       =============

                           The  accompanying  notes are an integral  part of the financial statements.
</TABLE>



                                                              4
<PAGE>
<TABLE>
<CAPTION>
                                                 INFINITY CAPITAL GROUP, INC.
                                                   SCHEDULE OF INVESTMENTS
                                                        June 30, 2007

                Original
                Date of                                                            Original           Fair
   Shares     Acquisition                                                            Cost             Value
------------ --------------                                                     ---------------- ----------------
<S>           <C>            <C>                                                <C>              <C>
                             Common stock in controlled affiliates -
                             400.65% of net assets

    2,500,000       Nov-04   Satellite Organizing Solutions, Inc.,
                             publicly traded over the counter
                             400.65% of net assets, communications
                             & business systems design and consulting           $       136,326  $       145,890
                                                                                ---------------- ----------------

                             Subtotal                                           $       136,326  $       145,890
                                                                                ---------------- ----------------


                             Common stock in non-controlled affiliates
                             589.30% of net assets


    4,210,000       Aug-04   Midland International Corporation, publicly
                             traded over the counter, 443.97% of net assets,    $        42,100  $       161,664

       21,250       May-07   Fluid Media Networks, Inc. publicly traded
                             over the counter, 145.32% of net assets            $        85,000  $        52,917
                                                                                ---------------- ----------------

                             Subtotal                                           $       127,100  $       214,581
                                                                                ---------------  ---------------


                             TOTAL INVESTMENTS                                  $       263,426  $       360,471
                                                                                ================ ================
</TABLE>


                                                              5
<PAGE>


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


                                                                                    SIX-MONTHS
                                                                                      ENDED          YEAR ENDED
                                                                                     JUNE 30,          DEC. 31,
                                                                                      2007              2006
                                                                                   ------------     --------------
                                                                                    Unaudited          Audited

Changes in net assets from operations:
<S>                                                                                <C>              <C>
     Net investment income (loss)                                                  $     4,389      $    (179,189)
     Net realized gain (loss) on investments, net of tax                                     -             28,309
     Net change in unrealized increase (decrease), net of tax                           65,282           (197,041)
                                                                                   ------------     --------------

           Net increase (decrease) in net assets from operations                        69,671           (347,921)
                                                                                   ------------     --------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                             3,396             56,000
      Issuance of common stock for debt                                                 36,273              3,500
                                                                                   ------------     --------------

           Net increase in net assets from stock transactions                           39,669             59,500
                                                                                   ------------     --------------

Net increase (decrease) in net assets                                                  109,340           (288,421)
Net assets at beginning of year                                                        (72,927)           215,494
                                                                                   ------------     --------------

Net assets at end of period                                                        $    36,413      $     (72,927)
                                                                                   ============     ==============

                      The  accompanying  notes  are  an  integral  part  of  the financial statements.
</TABLE>



                                                         6
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2007

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,  2007,  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, 2007

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  2006 Annual Report
filed dated  December 31, 2006.  The results of operations for the periods ended
June 30, 2007 and 2006 are not necessarily  indicative of the operating  results
for the full years.

NOTE 2 - INVESTMENTS

As of June 30, 2007, the Company has made four  investments in target  companies
that total  approximately  $261,000 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
Fluid Media Networks                        May 2007          Common stock          85,000
Midland International Corp*                 August 2004       Common stock          42,100
                                                                                  -----------
Total                                                                              260,936
</TABLE>

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

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

The  Company,  as a BDC,  will  generally  invest  in  illiquid  and  restricted
securities.  The Company's investments may be subject to certain restrictions on
resale and may have no ready trading  market.  The Company values  substantially
all of its investments at fair value as determined in good faith by the Board of
Directors  in  accordance  with the  Company's  valuation  policy.  The  Company
determines  fair  value  to be the  amount  for  which  an  investment  could be
exchanged  in  orderly  disposition  over a  reasonable  period of time  between
willing  parties 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.

                                       8
<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2007

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, 2007 and December 31, 2006
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair  values.  The Company uses the  first-in,  first-out
(FIFO) method of accounting for sales of its investments.

NOTE 3. - RELATED PARTY TRANSACTIONS

The  Company,  during  the  six-months  ended June 30,  2007 and 2006,  incurred
expenses  of  approximately  $25,004  and  $28,208,  respectively,  to a company
affiliated through an Officer & Director for management fees and expenses.


                                       9
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2007

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the six months ended June 30, 2007, the Company  retired notes payable in
the amount of $30,000  along with $6,273 in accrued  interest by the issuance of
140,749 shares of common stock.  As of June 30, 2007,  $117,501 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
Satellite  Organizing  Solutions,  Inc.  For the six month period ended June 30,
2007, the Company incurred interest expense on notes payable of $3,932.

NOTE 5 - STOCKHOLDERS' EQUITY

During the six months ended June 30,  2007,  150,000 of the  Company's  warrants
were exercised and 4,337 additional  shares were purchased for a total of $3,395
in cash and  cancellation  of notes payable in the amount of $30,000 and accrued
interest of $6,273.

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 is until such a time that 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 by June 30, 2007.


                                       10
<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2007

NOTE 7 - FINANCIAL HIGHLIGHTS

The  following  is a schedule of financial  highlights  for the six month period
ended June 30, 2007 and the year ended December 31, 2006.

<TABLE>
<CAPTION>
                                                                             SIX MONTHS
                                                                                ENDED                    YEAR ENDED
                                                                              JUNE 30,                    DEC. 31,
                                                                                2007                        2006
                                                                           ----------------            ----------------
<S>                                                                        <C>                         <C>

Per share information
Net asset value, beginning of period                                                 (0.01)                       0.04
                                                                           ----------------            ----------------

   Net investment income (loss) (1)                                                   0.00                       (0.03)
   Net realized and unrealized gain (loss) (1)                                        0.02                       (0.03)
                                                                           ----------------            ----------------

Net increase (decrease) in net assets
   resulting from operations (1)                                                      0.02                       (0.06)
Issuance of common stock, warrants
   and other new equity (1)                                                                                       0.01
                                                                           ----------------            ----------------

Net asset (deficit) value, end of period                                              0.01                       (0.01)
                                                                           ================            ================

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

Total Return Based Upon Net Asset Value (3)                                            N/A                       -150%

RATIOS AND SUPPLEMENTAL DATA
Net assets (deficit), end of period                                                 36,413                     (72,927)
Common shares outstanding at end of period                                       6,038,024                   5,883,687
Diluted weighted average number of
   shares outstanding during the period                                          6,077,997                   5,752,888
Ratio of expenses to average net assets (4)                                          1293%                        930%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (4)                                          943%                      -1627%
Average Debt Outstanding                                                           127,501                     147,625
Average Debt Per Share (1)                                                            0.02                        0.03

     (1)  Calculated   based  on  diluted  weighted  average  number  of  shares
          outstanding during the year
     (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 resulting in calculation out of scale

</TABLE>

                                       11
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN 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.

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, 2007 COMPARED TO THREE
MONTHS ENDED JUNE 30, 2006.

During the  three-month  periods  ending  June 30, 2007 and June 30,  2006,  the
Company had negligible revenues.

During the three-month  period ending June 30, 2007, the Company  realized $0 in
gains from sale of investments  compared to $6,125 in realized gains on the sale
of shares in Heartland, Inc. in the same period in 2006.

The Company had an increase in change in unrealized  gains from  investments  of
$39,008 in 2007 compared to a decrease of $53,654 in 2006.

The Company  incurred  expenses for  professional  fees in the amount of $12,208
during the  three-month  period ending June 30, 2007 compared to $11,075  during
the three-month period ending June 30, 2006.

The Company incurred insurance costs of $19,222, for the three months ended June
30,  2007  compared  to $13,965  for the same  period in 2006.  Insurance  costs
consist mainly of Directors and Officers insurance.

Management fees and salaries during the three-month  period ending June 30, 2007
totaled $19,675 compared to $10,451 for the same three-month  period ending June
30, 2006. This represents an increase of $9,224.

Other general and administrative expenses for the three-month period ending June
30, 2007,  totaled $13,304  compared to $3,924 for the same  three-month  period
ending June 30, 2006. This represents an increase of $9,380.

The Company had a net decrease in net assets from  operations  of $(22,276)  for
the three-month period ending June 30, 2007 as compared to a net decrease in net
assets from operations of $(97,710) for the  three-month  period ending June 30,
2006. This  represents a positive change of $75,434.  The decrease in net assets
per share for the three-month  period in 2007 was $0.00 compared to $0.01 in the
same period in 2006.

                                       12

<PAGE>


RESULTS OF  OPERATIONS  FOR THE SIX MONTHS  ENDED JUNE 30, 2007  COMPARED TO SIX
MONTHS ENDED JUNE 30, 2006.

During the  six-month  period ending June 30, 2007,  the Company had  investment
income of $100,001  compared  to $15,004  for the same period in 2006.  In 2007,
this included  consulting services to Fluid Audio Networks for which the Company
is to receive  $15,000 in cash and  received  $85,000  in stock.  In 2006,  this
included  a $15,000  nonrefundable  deposit  realized  by the  Company  when the
potential sale of shares in Satellite  Organizing  Solutions,  Inc. to DejaView,
Inc. was terminated by DejaView, Inc.

During the  six-month  period ending June 30, 2007,  the Company  realized $0 in
gains from sale of investments  compared to $6,125 in realized gains on the sale
of shares in Heartland, Inc. in the same period in 2006.

During the six-month period ending June 30, 2007, the Company had an increase in
change in  unrealized  gains from  investments  of $65,282 in 2007 compared to a
decrease of $(173,811) for the same period in 2006.

The Company  incurred  expenses for  professional  fees in the amount of $21,346
during the six-month  period ending June 30, 2007 compared to $28,734 during the
six-month period ending June 30, 2006. This is a decrease of $7,388.

The Company incurred  insurance costs of $25,353 for the six-month period ending
June 30, 2007  compared to $26,430 for the same period in 2006.  The majority of
the insurance costs are for Directors and Officers insurance.

Management  fees and salaries  during the six-month  period ending June 30, 2007
totaled  $25,004  compared to $28,208 for the same six-month  period ending June
30, 2006.

Other general and  administrative  expenses for the six-month period ending June
30, 2007  totaled  $19,977  compared to $13,870  for the same  six-month  period
ending June 30, 2006. This represents a decrease of $6,107.

The Company had a net increase in net assets from  operations of $69,671 for the
six-month  period  ending June 30,  2007 as  compared  to a net  decrease in net
assets from  operations of $(347,921)  for the six-month  period ending June 30,
2006. This  represents a positive  change of $278,250.  The change in net assets
per share for the six-month period in 2007 was $0.01 compared to $(0.04) for the
same period in 2006.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash  position of $5,249 at June 30, 2007 and a receivable  of
$15,000  from a Fluid  Media  Networks.  The  Company  owns stock in three small
public  companies  which it may sell in increments for capital.  The Company has
current  liabilities  of  $380,971.  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 did not change  during the three month  period
ended June 30, 2007.

                                       13
<PAGE>

GOING CONCERN

The Company has  incurred  losses  since  inception  and has minimal  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.  The Company filed its final  Regulation E offering  circular with the
Securities and Exchange  Commission on February 1, 2007. 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.

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

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.

OTHER AND SUBSEQUENT EVENTS

In January of 2007 the Company began  discussions  with Prolink  North  America,
Inc. to sell them 3,210,000 of the shares of Midland  International  Corp.  This
would be accomplished in four equal  installments of 802,500 shares at an agreed
price of $0.025 per share. The Company's cost basis in these shares is $0.01 per
share.  In February of 2007 the Company  received an initial  deposit of $11,900
towards  the first of these  installments.  In the second  quarter  the  Company
received $48,120 as additional  payments toward this purchase.  The purchase was
completed in July of 2007.

Also during the  quarter  just ended,  the Company  received  $3,200 in deposits
towards the purchase of shares under the Regulation E offering.

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, 2007 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 has 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.


                                       14
<PAGE>


ITEM 3(A)T. CONTROLS AND PROCEDURES

There have been no changes in the small business  issuer's internal control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  240.15d-15  that  occurred  during  the  small  business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonable
likely to materially  affect,  the small business issuer's internal control over
financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company  was named as  defendant  in a lawsuit  filed  March 28,  2007.  The
lawsuit was filed by Bernard  Pracko,  II as holder of a note from the  Company.
The  suit is for  $11,801.38  which  includes  accrued  interest  and  asks  for
continuing  accrual of interest  and legal  fees.  The note was paid off in July
2007 and all legal action has ceased.

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

No shares of stock or other securities were issued during the quarter ended June
30, 2007.

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

              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


                                       15
<PAGE>


                                   SIGNATURES


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

Dated: August 20, 2007        INFINITY CAPITAL GROUP, INC.

                              By: /s/Gregory H. Laborde
                              ________________________________________________
                              Gregory H. Laborde, Chief Executive Officer,
                              President and Director


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

Dated: August 20, 2007        INFINITY CAPITAL GROUP, INC.

                              By:/s/Theodore A. Greenberg
                              __________________________________________________
                              Theodore A. Greenberg, Chief Financial Officer,
                              Chief Investment Officer and Secretary




















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