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 MARCH 31, 2009

                                    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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).

                                            Yes[__]                    No[__]


<PAGE>



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)

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 May 19, 2009 the number of shares outstanding of the registrant's class of
common stock was 6,513,399.

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>



                                                                                                        PAGE
PART I - FINANCIAL INFORMATION

<S>     <C>                                                                                            <C>
Item 1. Financial Statements                                                                            2

         Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008 (Audited)                3

         Statements of Operations (Unaudited) for the Three Months Ended
         March 31, 2009 and March 31, 2008                                                              4

         Statements of Cash Flows (Unaudited) for the Three Months Ended
         March 31, 2009 and March 31, 2008                                                              5

         Schedule of Investments as of March 31, 2009 (Unaudited)                                       6

         Statements of Changes in Net Assets for the Three Months Ended March 31, 2009 (Unaudited)
         and the Year Ended December 31, 2008 (Audited)                                                 7

         Notes to Financial Statements (Unaudited)                                                      8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations           17

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                      19

Item 4. Controls and Procedures                                                                         20

Item 4T. Controls and Procedures                                                                        20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  - NOT APPLICABLE                                                             21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                     21

Item 3. Defaults upon Senior Securities - NOT APPLICABLE                                                21

Item 4. Submission of Matters to a Vote of Security Holders - NOT APPLICABLE                            21

Item 5. Other Information - NOT APPLICABLE                                                              21

Item 6. Exhibits                                                                                        22

Signatures                                                                                              23

</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, 2008, included in the Company's Form 10-K.





































                                      -2-

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                             March              December
                                                                                            31, 2009            31, 2008
                                                                                         ---------------     ---------------
                                                                                          (Unaudited)          (Audited)

Assets

<S>                                                                                      <C>                 <C>
         Investments in noncontrolled affiliates (Cost - $228,439 and $228,439)          $      828,865      $      724,075
         Controlled Investments (Cost - $232,000)                                               157,206             244,852
         Promissory Note                                                                         27,477              27,477
         Cash                                                                                        38               2,891
         Deferred offering costs                                                                  4,608               4,608
         Other assets                                                                             7,655               9,775
                                                                                         ---------------     ---------------

                Total assets                                                                 $1,025,849          $1,013,678
                                                                                         ===============     ===============

Liabilities

         Accounts payable                                                                $      283,875      $      266,417
         Accrued expenses payable                                                                75,301              56,889
         Notes payable                                                                          269,620             260,800
                                                                                         ---------------     ---------------

                Total liabilities                                                               628,796             584,106
                                                                                         ---------------     ---------------

Net Assets                                                                               $      397,053      $      429,572
                                                                                         ===============     ===============


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
                6,513,399 issued and outstanding, respectively                           $        6,513      $        6,513


         Additional paid-in capital                                                             791,837             765,756
         Accumulated income (deficit)
                Accumulated net operating (deficit)                                            (936,142)           (866,226)
                Net realized gain on investments, net of tax                                    178,794             178,794
                Net unrealized increase of investments, net of tax                              356,051             344,735
                                                                                         ---------------     ---------------

Net Assets                                                                               $      397,053      $      429,572
                                                                                         ===============     ===============

Net Asset Value Per Share                                                                $         0.06      $         0.07
                                                                                         ===============     ===============
</TABLE>







     The accompanying notes are an integral part of the financial statements

                                      -3-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             For the Three Months Ended
                                                                                                      March 31,
                                                                                               2009              2008
                                                                                           --------------    --------------

<S>                                                                                        <C>               <C>
Investment Income
        Interest Income                                                                              518                 -

Total Investment Income                                                                              518                 -
                                                                                           --------------    --------------

Expenses
        Salaries and wages                                                                        37,081             6,000
        Management fees                                                                           11,104            10,690
        Professional fees                                                                         14,988            19,921
        Insurance                                                                                      -             3,360
        General and administrative                                                                 8,274             8,370
        Interest & Settlement Costs                                                                4,816            44,901
                                                                                           --------------    --------------

Total Expenses                                                                                    76,263            93,242
                                                                                           --------------    --------------

Net Investment Income (Loss) before taxes                                                        (75,745)          (93,242)
                                                                                           --------------    --------------

Provision for income tax                                                                          (5,829)         (199,113)
                                                                                           --------------    --------------

Net investment (loss) income                                                                     (69,916)          105,871

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                                                                      -             7,335
     Net change in unrealized increase (decrease),
       net of tax                                                                                 11,316           507,062
                                                                                           --------------    --------------

Net realized and unrealized gains (losses)                                                        11,316           514,397
                                                                                           --------------    --------------

Net (decrease) increase in net assets
     from operations                                                                       $     (58,600)    $     620,268
                                                                                           ==============    ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                                                    $       (0.01)    $        0.10
  Diluted                                                                                  $       (0.01)    $        0.10
                                                                                           ==============    ==============

Weighted average number of shares outstanding
  Basic                                                                                        6,513,399         6,246,598
  Diluted                                                                                      6,513,399         6,287,098
                                                                                           ==============    ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      -4-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           For the Three Months Ended
                                                                                         March 31,            March 31,
                                                                                           2009                  2008
                                                                                       --------------       ---------------


Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
     Net (decrease) increase in net assets from operations                             $     (58,600)       $      620,269

     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, pre-tax                 (17,145)             (768,276)
        Proceeds from disposition of investment securities                                         -                32,857
        Net realized gain on investments, pre-tax                                                  -               (11,114)
        Net purchase of investments                                                                -              (106,016)
        Loan receivable and accrued interest                                                    (518)               24,020
        Depreciation and amortization                                                            349                   195
        Deferred offering costs                                                                    -                     -
        Grant of stock options to employees                                                   26,081                     -
        Other assets                                                                           2,290                 4,882
        Accounts payable and credit cards                                                     17,458                17,167
        Accrued expenses payable                                                              18,412               (13,054)
        Deferred Taxes Payable                                                                     -                65,879
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  operating activities                                                       (11,673)             (133,191)
                                                                                       --------------       ---------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from notes payable                                                            8,820                25,980
        Stock issued pursuant to settlement                                                        -                39,840
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  financing activities                                                         8,820                65,820
                                                                                       --------------       ---------------

Decrease in Cash                                                                              (2,853)              (67,371)
Cash and Cash Equivalents - Beginning of Period                                                2,891                67,609
                                                                                       --------------       ---------------
Cash and Cash Equivalents - End of Period                                              $          38        $          238
                                                                                       ==============       ===============

</TABLE>






     The accompanying notes are an integral part of the financial statements

                                      -5-
<PAGE>

                             SCHEDULE OF INVESTMENTS
                                 March 31, 2009
                                   (Unaudited)

<TABLE>
<CAPTION>
                         Original
                         Date of                                                           Original               Fair
  Shares   Warrants      Acquisition                                                        Cost                 Value
-----------------------------------------                                                 ----------          ------------
<S>        <C>          <C>              <C>                                              <C>                 <C>
                                         Common stock in controlled affiliates,
                                         40% of net assets


 6,203,960              Jun-08           NPI08, Inc. publicly traded over the counter,    $ 232,000           $   157,206
                                         40% of net assets, education and college
                                         preparation company (1)
                                                                                          ----------          ------------

                                         Subtotal                                         $ 232,000           $   157,206
                                                                                          ----------          ------------


                                         Noncontrol Affiliate Investments, 209%
                                         of net assets


  528,125 (2)           Nov-04           Strategic Environmental & Energy Resources Inc   $ 115,198           $   636,942
  125,000 (3)           Mar-08           publicly traded over the counter,                   81,526               150,756
             125,000    Mar-08           provider of technology-based industrial services    24,490                40,528
                                         in the environmental, energy and rail transport,
                                         209% of net assets (4)

  717,500               Aug-04           Lumonall, Inc. publicly traded over the counter, $   7,225                 $ 639
                                         global supplier of photoluminescent products,
                                         0% of net assets (5)
                                                                                          ----------          ------------

                                         Subtotal                                         $ 228,439           $   828,865
                                                                                          ----------          ------------


                                         TOTAL INVESTMENTS                                $ 460,439           $   986,071
                                                                                          ==========          ============


(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 Satellite Organizing Systems, Inc.
(5)  Formerly Midland International Corporation
</TABLE>





     The accompanying notes are an integral part of the financial statements

                                      -6-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                       Statements of Changes in Net Assets


<TABLE>
<CAPTION>

                                                                                   THREE MONTHS             YEAR ENDED
                                                                                  ENDED MARCH 31,            DEC. 31,
                                                                                       2009                    2008
                                                                                 ------------------     -------------------
                                                                                     UNAUDITED               AUDITED

<S>                                                                              <C>                    <C>
Changes in net assets from operations:
     Net investment loss                                                         $         (69,916)     $         (170,628)
     Net realized gain (loss) on investments, net of tax                                         -                 (28,410)
     Net change in unrealized increase (decrease), net of tax                               11,316                 292,651
                                                                                 ------------------     -------------------

           Net (decrease) increase in net assets from operations                           (58,600)                 93,612
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                                     -                 175,001
      Issuance of common stock for debt                                                          -                       -
      Grant of employee stock options                                                       26,081                  56,205
                                                                                 ------------------     -------------------

           Net increase in net assets from stock transactions                               26,081                 231,206
                                                                                 ------------------     -------------------

Net (decrease)increase in net assets                                                       (32,519)                324,818
Net assets at beginning of year                                                            429,572                 104,754
                                                                                 ------------------     -------------------

NET ASSETS AT END OF PERIOD                                                      $         397,053      $          429,572
                                                                                 ==================     ===================
</TABLE>
















     The accompanying notes are an integral part of the financial statements

                                      -7-
<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Infinity  Capital Group,  Inc. ("ICG",  the "Company"),  was incorporated in the
State  of  Maryland  on  July  8,  2003.  ICG is a  non-diversified,  closed-end
management  investment  company  that has  elected  to be  treated as a Business
Development  Company("BDC")  under the  Investment  Company  Act of 1940  ("1040
Act")..

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

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

The  Company  invests in  portfolio  companies  that  management  identifies  as
emerging growth  companies  positioned to benefit from additional  financing and
managerial  assistance.  The portfolio  companies  frequently  have little or no
prior  operating  history.  The Company  intends on investing in emerging growth
companies,  defined as (A)  publicly  traded  companies  whose  market for their
securities  are  thinly  traded  which  may be  caused  by a shift  in  business
direction,  change in market or industry in which they operate, or various other
factors  causing their stock and trading in their stock to not be in or fall out
of favor; (B) publicly traded companies that have a market  capitalization under
$250  million  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
March 31,  2009,  and the results of  operations  and cash flows for all periods
presented have been made.

                                      -8-

<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

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  2008 Annual Report
filed dated  December 31, 2008.  The results of operations for the periods ended
March 31, 2009 and 2008 are not necessarily  indicative of the operating results
for the full years.

Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company's  current
liabilities exceed the current assets by $596,673 at March 31, 2009.

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital or locate a merger  candidate
and ultimately,  achieve profitable  operations.  There can be no assurance that
the Company will be  successful  in obtaining  such  financing,  or that it will
attain  positive  cash flow from  operations.  Management  believes that actions
presently  being taken provide the  opportunity for the Company to continue as a
going  concern.  The  accompanying  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  these   uncertainties.
Management is seeking new capital to carry forward the purposes of the Company.


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.


                                      -9-
<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

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.

                                      -10-

<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

NOTE 2 - INVESTMENTS

As of March 31, 2009, the Company has made  investments in five target companies
that total  approximately  $593,000 in funded  capital.  We have  completed  the
following transactions:
<TABLE>
<CAPTION>
<S>                                                  <C>               <C>                   <C>
Portfolio Company                                    Date              Investment            Cost
----------------------------------------------------------------------------------------------------
Strategic Environmental & Energy Resources, Inc.*    November 2004     Common stock          121,336
Strategic Environmental & Energy Resources, Inc.*    March 2008        Common stock           75,510
Strategic Environmental & Energy Resources, Inc.*    March 2008        Warrants               24,490
Heartland, Inc.                                      September 2004    Common Stock           12,500
Fluid Media Networks                                 May 2007          Common Stock           85,000
Lumonall, Inc.**                                     August 2004       Common stock           42,100
NPI08                                                June 2008         Common Stock          232,000
                                                                                             -------
Total                                                                                        592,936
--------------------------
* 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.
</TABLE>

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

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


                                      -11-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

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.

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 March 31, 2009 and December 31, 2008
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.


                                      -12-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company for the three months ended March 31, 2009 and 2008 incurred expenses
of  approximately  $11,104  and  $10,690  respectively  to a company  affiliated
through an Officer & Director for management fees and expenses.

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the three  months  ended March 31,  2009 the Company  issued new notes to
individuals for $8,820 bearing interest at 7%.

As of March 31, 2009 $261,100 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 528,125  shares of the Company's  investment in Strategic
Environmental & Energy  Solutions,  Inc. which is held in escrow.  For the three
month period ended March 31, 2009 the Company incurred interest expense on notes
payable of $4,562.

NOTE 5 - STOCKHOLDERS' EQUITY

During the three  months  ended  March 31,  2009 the  Company  did not issue any
stock.

NOTE 6 - STOCK BASED COMPENSATION PLANS

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123R, "Share-Based Payment," using the fair value recognition provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation."  The Company  recognized
expense  under SFAS No. 123R in the amount of $26,081 for the three months ended
March 31,  2009.  196,000  options  were  granted in the period of which  50,000
vested  immediately,  73,000 vest on the one year anniversary and 73,000 vest on
the two year anniversary.  The cost of options vesting  immediately was recorded
in the period and the cost of options vesting in the future is being recorded on
a straight-line  basis over the vesting period.  The related impact on basic and
diluted  earnings  per share for the quarter  ended March 31, 2009 was less than
$0.01 per share. There was no impact on the Company's cash flow.




                                      -13-
<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

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

The fair value of each option award was estimated on the date of grant using the
Black-Scholes  option  valuation model using the  assumptions  noted as follows:
expected  volatility was based on historical trading in the company's stock from
inception of trading on September 11, 2008 through the January 2, 2009 which was
the last day of trading  before the options  were issued.  The expected  term of
options  granted was determined  using the  simplified  method under SAB 107 and
represents  one-half the exercise period. The risk-free rate is calculated using
the U.S.  Treasury yield curve, and is based on the expected term of the option.
The Company has estimated there will be no forfeitures.

196,000  options were  granted,  all to the Joseph M.  Chiapetta,  the Company's
Vice-President of Corporate Development, during the three months ended March 31,
2009.  The  Black-Scholes  option  pricing  model  was used  with the  following
weighted-average  assumptions  for options granted during the three months ended
March 31, 2009:

Risk-free interest rate                                             1.67%
Expected option life                                             10.0 years
Expected volatility                                                87.71%
Expected dividend yield                                             0.0%


                                      -14-
<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

Further information relating to stock options is as follows:
<TABLE>
<CAPTION>
                                                                                         Weighted
                                                                         Weighted        Average
                                                            Number        Average       Remaining
                                                              of         Exercise        Contract
                                                            Shares         Price       Life (years)
------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>                     <C>
Outstanding options at 12/31/08                               404,000  $        0.80            9.35
Granted                                                       196,000           0.50            9.75
Exercised                                                           -              -               -
Forfeited/expired                                                   -              -               -
                                                         ------------
Outstanding options at 3/31/09                                600,000  $        0.70            9.48
                                                         ============

Exercisable on 3/31/09                                        454,000  $        0.77            9.39
</TABLE>

The options have a contractual term of ten years. The aggregate  intrinsic value
of shares  outstanding  and  exercisable  was $0 at March 31, 2009 as the market
price of the  Company's  common  stock was below the  weighted-average  exercise
price of all of the options.  Total intrinsic value of options  exercised was $0
for the quarter  ended March 31, 2009 as no options were  exercised  during this
period.

At March 31, 2009,  shares available for future stock option grants to employees
and directors under the 2008 Stock Option Plan were 370,934.

NOTE 7 - EMPLOYMENT CONTRACTS

On April 20, 2006 Gregory  Laborde and Theodore A. Greenberg  signed  employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has completed its planned  Regulation E offering for at least $1,500,000
and to defer a proportionate  amount of his  compensation if the offering raises
less than  $3,000,000.  Such  deferral  until the Company has raised  additional
capital or sufficient income from fees and/or  investments is achieved.  In lieu
of Mr.  Laborde's  salary,  management  fees have  been paid to a company  he is
affiliated  with.  These fees have been in an amount lower than the  contractual
amount.  Mr.  Laborde and Mr.  Greenberg have agreed to waive all salary amounts
due under their contracts which were not paid or accrued by March 31, 2009.


                                      -15-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (Unaudited)

On January 5, 2009, Joseph M. Chiappetta signed an employment  contract with the
Company with an annual  compensation set at $60,000. As part of Mr. Chiappetta's
contract he received a stock  option  grant of 196,000  options of which  50,000
vested  immediately.  The option grant was in lieu of Mr. Chiappetta's first two
months salary.

NOTE 8 - FINANCIAL HIGHLIGHTS

The following is a schedule of financial  highlights  for the three month period
ended March 31, 2009 and the year ended December 31, 2008.


                                                  THREE MONTHS     YEAR ENDED
                                                     MAR 31,         DEC 31,
                                                      2009            2008
                                                   -----------    -----------

Per share information
Net asset value, beginning of period                     0.07           0.02
                                                   -----------    -----------

   Net investment (loss) (1)                            (0.01)         (0.03)
   Net realized and unrealized gain (loss) (1)           0.00           0.04
                                                   -----------    -----------

Net(decrease) increase in net assets
   resulting from operations (1)                        (0.01)          0.01
Issuance of common stock, warrants
   and other new equity (1)                              0.00           0.04
                                                   -----------    -----------

Net asset (deficit) value, end of period                 0.06           0.07
                                                   ===========    ===========

Per share market value, end of period              $     0.50     $     0.50

Total Return Based Upon Net Asset Value                  -12%            62%

Ratios and Supplemental Data
Net assets (deficit), end of year/period              397,053        429,572
Common shares outstanding at end of year            6,513,399      6,513,399
Diluted weighted average number of
   shares outstanding during the year               6,513,399      6,573,138
Ratio of expenses to average net assets (2)               74%            41%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (2)             -57%            12%
Average Debt Outstanding                              265,210        216,364
Average Debt Per Share (1)                               0.04           0.03

(1)  Calculated based on diluted  weighted average number of shares  outstanding
     during the year.
(2)  Annualized for interim period



                                      -16-
<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.

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 a market  capitalization under
$250  million  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.

On January 5, 2009,  Infinity Capital Group, Inc. appointed Joseph M. Chiappetta
as  Vice  President  of  Corporate   Development  and  Managing   Director  with
responsibility for Strategic Planning and Business  Development.  Mr. Chiappetta
will  focus  on  developing  Infinity's  strategic  relationships  and  building
Infinity's capital base.

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  MARCH 31,  2009  COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2008.

The Company  recognized $518 in investment  income during the three month period
ended March 31, 2009.  During the three month  period ended March 31, 2008,  the
Company did not  recognize  any  investment  income.  The increase of $518 was a
result of interest income.

                                      -17-
<PAGE>

Total  expenses  during the three month period ended March 31, 2009 were $76,263
compared to $93,242  during the three month  period  ended March 31,  2008.  The
decrease  of $16,979  was a result of a decrease  of  $40,085  in  interest  and
settlement  costs  pursuant to a settlement  agreement with two of the Company's
debtors  entered into in during the three month period ended March 31, 2008. The
decrease was offset by a $31,081  increase in salaries and wages  resulting from
accrued  salary and a stock option grant to Joseph M.  Chiappetta who joined the
Company on January 5, 2009.

During the three  month  period  ended  March 31,  2009,  the  Company had a net
investment  loss of $69,916  compared to a net investment  income of $105,871 in
the three month period ended March 31, 2008.  The change of $175,787 is a result
of the $16,979 decrease in total expenses, described above, offset by a decrease
of  $193,284  in the  income tax  benefit  provision  related to net  investment
losses.

During the three month period ended March 31, 2009, the Company had net realized
and unrealized gains of $11,316 compared to net realized and unrealized gains of
$514,397  during the three month period  ended March 31,  2008.  The decrease of
$503,081  was a result of gains in the three month  period  ended March 31, 2008
from the Company's  investment in Strategic  Environmental  and Energy Solutions
which did not repeat in the three month period ended March 31, 2009.

During the three  month  period  ended  March 31,  2009,  the  Company had a net
decrease in net assets from operations of $58,600  compared to a net increase in
net assets of $620,286  during the three month period ended March 31, 2008.  The
change in net assets was a result of the decrease in net realized and unrealized
gains, the decrease in investment income and the decrease in total expenses,  as
discussed above. Net assets per share from operations  decreased $0.01 per share
during the three month  period  ended March 31, 2009 and  increased by $0.10 per
share during the three month period ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

The  Company had a cash  balance at March 31, 2009 of $38  compared to $2,891 at
December 31, 2008. Current liabilities,  exceed current assets by $596,673.  The
Company had $828,865 in  non-controlled  affiliate  investments  and $157,206 in
controlled  investments at March 31, 2009. The Company  expects to raise capital
in  connection  with a  Regulation  E offering  and  anticipates  that the funds
available from the offering would provide  required working capital for the next
twelve months.

The notes payable of the Company increased from $158,000 as of March 31, 2008 to
$269,620  as of March  31,  2009.  This net  increase  was  attributable  to the
following:  (i) In the  second  quarter  of 2008,  the  Company  sold a  $25,000
promissory  Note to an individual and a $70,000  promissory  note to Theodore A.
Greenberg the proceeds of both were  invested in NPI08,  Inc. (ii) In the fourth
quarter of 2008,  the Company  sold a $7,800 of  promissory  note to Theodore A.
Greenberg the proceeds of which were uses for general  corporate  purposes (iii)
In the first quarter of 2009, the Company sold $8,820 in promissory notes to two
individuals, the proceeds of which were used for general corporate purposes.

During the three month period ended March 31, 2009,  the Company used $11,673 in
operating  activities.  During the three month period ended March 31, 2008,  the
Company used $133,191 in operating activities.  The decrease of $121,518 was due
to the  Company's  investment  in Strategic  Environmental  and Energy  Services
during the  three-month  period  ended  March 31,  2008.  During the three month
period  ended March 31,  2009,  the  Company  had a decrease in other  assets of
$2,290 an  increase  in  accounts  payable of $17,458 and an increase in accrued
expenses of $18,412.

During the three month period ended March 31, 2009 and 2008, the Company did not
use or  receive  funds from its  investing  activities.  During the three  month
period ended March 31, 2009, the Company received funds of $8,820 from financing
activities.  The Company received funds of $8,820 from promissory notes.  During
the three month  period  ended March 31,  2008,  the Company  received  funds of
$65,820 from its  financing  activities  that included  $25,980 from  promissory
notes and $39,840 from the issuance of stock as part of a settlement with one of
the Company's creditors.

                                      -18-
<PAGE>

NEED FOR ADDITIONAL FINANCING

The Company had an operating  loss during the three month period ended March 31,
2009 and while the Company had an operating profit during the three month period
ended March 31, 2008, the Company may have operating losses in the future unless
adequate  income can be achieved to meet expenses.  While the Company is seeking
capital sources for investment, there is no assurance that sources can be found.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover  expenses as they may be
incurred.  The Company plans to file a new  Regulation E offering  circular with
the  Securities  and Exchange  Commission in the second quarter of 2009 and will
actively seek additional capital.

GOING CONCERN

The Company has a deficit in working capital and assets,  which may be illiquid.
Management  plans to fund  operations of the Company  through  interest  bearing
advances from existing  shareholders and the sale of its securities including in
its  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.

The critical  assumption  made by  management of the Company is that the Company
will  continue  to operate  as a going  concern.  The  Company's  auditors  have
expressed  a concern  that the  Company  may not be able to  continue as a going
concern.

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2008 and 2007 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
financial   institutions  or  individuals.   Management  believes  that  actions
presently being taken to obtain  additional  funding provide the opportunity for
the Company to continue as a going concern."


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

                                      -19-

<PAGE>


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 March
31, 2009 (the  "Evaluation  Date") concluded that as of the Evaluation Date, the
Company's  disclosure  controls  and  procedures  were  effective to ensure that
material  information  relating  to the  Company  would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods specified in the SEC's rules and forms.

ITEM 4T. CONTROLS AND PROCEDURES

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

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


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

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

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

Management's  assessment  of  the  effectiveness  of the  Registrant's  internal
control over  financial  reporting is as of the quarter ended March 31, 2009. 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.

                                      -20-
<PAGE>

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

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

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended March 31, 2009,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

During the three  months  ended  March 31,  2009,  the Company  granted  196,000
options to purchase  Company  stock at $0.50 per share and a term of 10 years to
an employee.

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.


                                      -21-

<PAGE>

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































                                      -22-

<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: May 20, 2009                  BY: /s/Gregory H. Laborde
                                     -------------------------
                                     Gregory H. Laborde,
                                     Principal Executive Officer,
                                     President & Chief Executive Officer



Dated: May 20, 2009                  BY: /s/Theodore A. Greenberg
                                     ----------------------------
                                     Theodore A. Greenberg,
                                     Principal Accounting Officer,
                                     Chief Financial Officer,
                                     Chief Investment Officer &
                                     Secretary


















                                      -23-