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


                                 FORM 10-QSB/A
                                Amendment No. 1


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

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


                         FOR QUARTER ENDED JUNE 30, 2006

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

                          INFINITY CAPITAL GROUP, INC.
                      ------------------------------------
             (Exact name of Registrant as Specified in its Charter)


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


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

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

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

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

         Indicate 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  June  30,  2006  the  number  of  shares   outstanding  of  the
registrant's only class of common stock was 5,744,187.

         Transitional Small Business Disclosure Format (Check one):

                                    Yes                       No ___X____
                                        -------------


<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

         Consolidated  Balance  Sheets as of June 30, 2006  (unaudited)  and  December
         31, 2005 (audited)...................................................................................   2

         Consolidated Statements of Operations (unaudited) for the Three and Six Months ended
          June 30, 2006  and 2005.............................................................................   3

         Consolidated Statements of Cash Flows (unaudited) for the Six Months ended
         June 30, 2006 and 2005...............................................................................   4

         Schedule of Investments as of June 30, 2006..........................................................   5

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

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................................................   11

Item 3.  Controls and Procedures..............................................................................   13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................   13

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................   13

Item 3.  Defaults upon Senior Securities......................................................................   14

Item 4.  Submission of Matters to a Vote of Security Holders..................................................   14

Item 5.  Other Information....................................................................................   14

Item 6.  Exhibits and Reports on Form 8-K.....................................................................   14

Signatures....................................................................................................   15
</TABLE>



<PAGE>

PART I.    FINANCIAL INFORMATION

This Amendment No. 1 on Form 10-QSB/A  ("Amendment"  or "Form  10-QSB/A") to our
Quarterly  Report on Form  10-QSB/A for the fiscal  quarter ended June 30, 2006,
which was filed with the Securities and Exchange  Commission on August 18, 2006,
(the  "Original  Filing"),  is being  filed to amend  Part I,  Item 1  Financial
Statements  - Note 7  Financial  Highlights  and  Part I,  Item 3  Controls  and
Procedures.

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


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, 2005, included in the Company's Form 10-KSB.





















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

                                                                                      June                  December
                                                                                    30, 2006                31, 2005
                                                                                  ------------------      ------------------
                                                                                    Unaudited
ASSETS

<S>                                                                                    <C>                     <C>
     Investments in noncontrolled affiliates (Cost: 2006 - $48,216; 2005 - $53,085)    152,034                 234,463
     Controlled Investments (Cost: $136,326)                                            87,500                 183,750
     Cash                                                                                   79                   4,728
     Due from related parties                                                                                    6,484
     Prepaid insurance                                                                  20,776
     Deferred offering costs                                                            28,625                  28,625
                                                                                  ------------------      ------------------

TOTAL ASSETS                                                                      $    289,014            $    458,050
                                                                                  ==================      ==================

LIABILITIES

     Accounts Payable                                                             $    171,463            $    112,555
     Notes payable                                                                     148,501                 130,001
                                                                                  ------------------      ------------------
          Total Liabilities                                                            319,964                 242,556
                                                                                  ------------------      ------------------

Net Assets                                                                             (30,950)           $    215,494
                                                                                  ==================      ==================


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
                       5,744,187 and 5,739,187 issued and outstanding             $      5,744            $      5,739
                       respectively

            Additional paid-in capital                                                 332,451                 329,956
            Accumulated income (deficit)
                       Accumulated net operating (deficit)                            (589,135)               (495,344)
                       Net realized gain on investments, net of tax                    164,999                 146,341
                       Net unrealized increase of
                       investments net of deferred tax                                  54,991                 228,802
                                                                                  ------------------      ------------------
Net Assets                                                                        $    (30,950)           $    215,494
                                                                                  ==================      ==================

Net Asset Value Per Share                                                         $      (0.01)           $       0.04
                                                                                  ==================      ==================
</TABLE>

     The accompanying notes are an integral part of the financial statements




                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Quarter Ended                          Six Months Ended
                                                                       June 30,                                  June 30,
                                                            2006                  2005                 2006                 2005
                                                     -------------------  -------------------  -------------------  ----------------
Investment Income
<S>                                                  <C>                  <C>                  <C>                  <C>
     Investment Fees                                            -                     -               15,000                    -
     Interest income                                            3                    23                    4                   34
                                                    -------------------   -------------------  -------------------  ----------------
Total Investment Income                                         3                    23               15,004                   34
                                                    -------------------   -------------------  -------------------  ----------------

Expenses
     Management Fees                                       10,451                14,500               28,208               18,500
     Salaries and wages                                     1,250                20,000                1,250               20,000
     Director Fees                                          7,083                15,000                7,083               15,000
     Professional Fees                                     11,075                61,681               28,734              101,345
     Insurance                                             13,965                                     26,430
     General and administrative                             3,924                13,669               13,870               22,055
     Interest                                               2,436                    20                3,220                2,590
                                                    -------------------   -------------------  -------------------  ----------------
Total Expenses                                             50,184               124,870              108,795              179,490
                                                    -------------------   -------------------  -------------------  ----------------

Net Investment Income (Loss) before taxes                 (50,181)             (124,847)             (93,791)            (179,456)
                                                    -------------------   -------------------  -------------------  ----------------

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

Net investment income (loss)                              (50,181)             (124,847)             (93,791)            (179,456)
                                                    -------------------   -------------------  -------------------  ----------------

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                                         (53,654)               (1,370)            (173,811)            (341,009)
                                                    -------------------   -------------------  -------------------  ----------------

Net realized and unrealized gains (losses)                (47,529)               (1,370)            (155,153)            (341,009)

Net increase (decrease) in net assets
     from operations                                 $    (97,710)         $   (126,217)        $   (248,944)        $   (520,465)
                                                    ===================   ===================  ===================  ================

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                              $      (0.02)         $      (0.02)        $      (0.04)        $      (0.10)
  Diluted                                            $      (0.02)         $      (0.02)        $      (0.04)        $      (0.10)
                                                    ===================   ===================  ===================  ================

Weighted average number of shares outstanding
  Basic                                                 5,739,242             5,335,223            5,739,215            5,462,564
  Diluted                                               5,739,242             5,335,223            5,739,215            5,462,564
                                                    ===================   ===================  ===================  ================
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       3


<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                                    Six Months Ended
                                                                                              June 30,           June 30,
                                                                                                2006               2005
                                                                                             ----------------- -----------------
                                                                                              Unaudited         Unaudited
Cash Flows from Operating Activities:
<S>                                                                                          <C>               <C>
     Net increase (decrease) in net assets from operations                                   $  (244,789)      $   (520,465)

     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                          173,811            341,009
            Proceeds from disposition of investments securities                                   23,526
            Net realized gain on investments                                                     (18,658)
            Due From Related Parties                                                               6,484             (2,377)
            Due to related parties                                                                     -                (20)
            Prepaid and deferred expenses                                                        (24,931)                 -
            Accounts payable                                                                      58,908             78,736
            Interest Expense For Warrants Issued With Note Payable                                                      795
                                                                                              ----------------- -----------------
                       Net cash provided by (used for)
                       operating activities                                                      (25,649)          (102,322)
                                                                                              ----------------- -----------------

Cash Flows from Investing Activities
            Goodwill Fayber Merger                                                                     -            (22,120)
            Notes receivable - related parties                                                         -             10,000
                                                                                              ----------------- -----------------
                       Net cash provided by (used for)
                       investing activities                                                            -            (12,120)

Cash Flows from Financing Activities
            Proceeds from notes payable                                                           18,500             68,000
            Sale of common stock                                                                   2,500             45,912
                                                                                              ----------------- -----------------
                       Net cash provided by (used for)
                       financing activities                                                       21,000            113,912

Increase (Decrease) in Cash                                                                       (4,649)              (530)
                                                                                              ----------------- -----------------
Cash and Cash Equivalents - Beginning of Period                                                    4,728                987
Cash and Cash Equivalents - end of Period                                                             79                457
                                                                                              ================= =================
</TABLE>




     The accompanying notes are an integral part of the financial statements



                                       4
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                  June 30, 2006
<TABLE>
<CAPTION>

                Original
                Date of                                                            Original           Fair
   Shares     Acquisition                                                            Cost             Value
--------------------------------                                                ---------------- -------------------

                             Common stock in controlled affiliates -


<S>                 <C>      <C>                                               <C>                <C>
    2,500,000       Nov-04   Satellite Organizing Solutions, Inc.,
                             publicly traded over the counter,
                             communications & business systems design
                             and consulting                                    $        136,326    $      87,500
                                                                                ---------------- ----------------

                             Subtotal                                                   136,326           87,500
                                                                                ---------------- ----------------

                             Common stock in non-controlled affiliates -


       60,550       Jun-04   Heartland, Inc., publicly traded over the counter,
                             telecommunications                                $          6,116    $      25,734

    4,210,000       Aug-04   Midland International Corporation, publicly
                             traded over the counter, telecommunications                 42,100          126,300
                                                                                ---------------- ----------------

                             Subtotal                                                    48,216          152,034
                                                                                ---------------- ----------------

                             TOTAL INVESTMENTS                                 $        184,542   $      239,534
                                                                               ================ ================
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       5

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS
                                    Unaudited

<TABLE>
<CAPTION>

                                                                              Six Months
                                                                                Ended                Year Ended
                                                                               June 30,               Dec. 31,
                                                                                 2006                   2005
                                                                           -----------------      -----------------

Changes in net assets from operations:
<S>                                                                        <C>                    <C>
     Net investment income (loss)                                          $        (93,791)      $       (209,277)
     Net realized gain (loss) on investments, net of tax                             18,658                 26,753
     Net change in unrealized increase (decrease),
           net of tax                                                              (173,811)              (640,927)
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from operations                   (248,944)              (823,451)
                                                                           -----------------      -----------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                                                65,063
      Proceeds from issuance of warrants                                                                     3,000
      Debt forgiveness                                                                                      91,000
      Issuance of common stock for debt                                               2,500                 21,000
      Issuance of common stock for acquisition                                                                 100
      Paid in capital                                                                                          795
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from stock transactions              2,500                180,958
                                                                           -----------------      -----------------

Net increase (decrease) in net assets                                              (246,444)              (642,493)
Net assets at beginning of year                                                     215,494                857,987
                                                                           -----------------      -----------------

Net assets at end of period                                                $        (30,950)      $        215,494
                                                                           =================      =================
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       6

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2006

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,  2006,  and the  results of  operations  and cash flows for all periods
presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the audited  financial  statements
and related  notes and schedules  included in the  Company's  2005 Annual Report
filed dated  December 31, 2005.  The results of operations for the periods ended
June 30, 2006 and 2005 are not necessarily  indicative of the operating  results
for the full years.


                                       7

<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2006

NOTE 2 - INVESTMENTS

As of June 30, 2006, the Company has made three  investments in target companies
that total  approximately  $175,000 in funded  capital.  We have  completed  the
following transactions:

<TABLE>
<CAPTION>
PORTFOLIO COMPANY                                 DATE                      INVESTMENT             COST
---------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>                       <C>
Satellite Organizing Solutions, Inc.        November 2004             Common stock               121,336
Heartland Inc                               September 2004            Common stock                12,500
Midland International Corp                  August 2004               Common stock                42,100
                                                                                              -----------
TOTAL                                                                                            175,926
</TABLE>
Investments  are  stated  at  "value"  as  defined  in the  1940  Act and in the
applicable  regulations  of the Securities and Exchange  Commission.  Value,  as
defined in Section  2(a)(41) of the 1940 Act, is (i) the market  price for those
securities for which a quotation is readily available and (ii) the fair value as
determined  in good faith by, or under the  direction of, the Board of Directors
for all other assets.

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

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

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

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

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

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

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

                                       8
<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 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, 2006 and December 31, 2005
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair  values.  The Company uses the  first-in,  first-out
(FIFO) method of accounting for sales of its investments.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company for the six months ended June 30, 2006 and 2005 incurred expenses of
approximately  $28,208 and $18,500  respectively to a company affiliated through
an Officer & Director for management fees.

NOTE 4- NOTES PAYABLE

During the six months ended June 30, 2006 the Company  incurred notes payable of
$22,500,  the Company  repaid  $1,000 on a note  payable and the Company  issued
5,000 shares in full  satisfaction of a note payable for $2,500.  As of June 30,
2006, $100,000 in notes payable plus related accrued interest are in default for
lack of repayment by their due date.

NOTE 5 - STOCKHOLDERS' EQUITY

During the six months  ended June 30, 2006 the Company  issued  5,000  shares in
full satisfaction of a note payable for $2,500.

NOTE 6 - EMPLOYMENT CONTRACTS

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



                                       9
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - FINANCIAL HIGHLIGHTS

The  following  is a schedule of financial  highlights  for the six month period
ended June 30, 2006 and the year ended December 31, 2005.

<TABLE>
<CAPTION>
                                                                                    Six Months
                                                                                      Ended                Year Ended
                                                                                     June 30,               Dec. 31,
                                                                                       2006                   2005
                                                                                -------------------    -------------------

Per share information
<S>                                                                                           <C>                    <C>
Net asset value, beginning of period                                                          0.04                   0.16
                                                                                -------------------    -------------------

   Net investment income (loss) (1)                                                          (0.02)                 (0.04)
   Net realized and unrealized gain (loss) (1)                                               (0.03)                 (0.11)
                                                                                -------------------    -------------------

Net increase (decrease) in net assets
   resulting from operations (1)                                                             (0.05)                 (0.15)
Issuance of common stock, warrants
   and other new equity (1)                                                                                          0.03
                                                                                -------------------    -------------------

Net asset (deficit) value, end of period                                                     (0.01)                  0.04
                                                                                ===================    ===================

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

Ratios and Supplemental Data
Net assets (deficit), end of period                                                        (30,950)               215,494
Common shares outstanding at end of period                                               5,744,187              5,739,187

Diluted weighted average number of
   shares outstanding during the year                                                    5,739,215              5,541,117

Ratio of expenses to average net assets (3)                                                   277%                    48%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (3)                                                 -570%                  -186%
Average Debt Outstanding                                                                   142,668                194,067
Average Debt Per Share (1)                                                                    0.02                   0.04
</TABLE>

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

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

(3)  Annualized for interim period









                                       10
<PAGE>


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

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

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

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

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2006 COMPARED TO
THREE MONTH PERIOD ENDED JUNE 30, 2005.

During the  three-month  period ending June 30, 2006 the Company had  investment
income of $3 compared to $23 for the same period in 2005.

The Company  realized $6,125 in gains from  investments on the sale of shares in
Heartland,  Inc.  compared to no  realized  gains from  investments  in the same
period in 2005.

The  Company  incurred  a  decrease  in the  change  in  unrealized  gains  from
investments  of  $(53,654)  compared to a decrease  in the change in  unrealized
gains from investments of $(1,370) in the same period in 2005.

The Company  incurred  expenses for  professional  fees in the amount of $11,075
during the  three-month  period ending June 30, 2006 compared to $61,681  during
the  three-month  period  ending  June 30,  2005.  This  decrease  of $50,606 is
partially  due to  professional  fees  incurred  in 2005  related to a potential
investment that was terminated during the due diligence process.

The Company  incurred  insurance costs of $13,965 during the three-month  period
ending  June 30, 2006  compared to no  insurance  costs  during the  three-month
period ending June 30, 2005.  The majority of insurance  costs are for Directors
and Officers insurance.

The Company incurred  management fees,  salaries and directors fees in the total
amount  costs of $18,784  during the  three-month  period  ending  June 30, 2006
compared to a total of $49,500 for the same costs during the three-month  period
ending  June 30,  2005.  $25,000  of the 2005  amount had been  accrued  and was
subsequently reversed in a subsequent period.

Other general and administrative expenses for the three-month period ending June
30, 2006 totaled $3,924 compared to $13,746 during the same  three-month  period
ending June 30, 2005 representing a decrease of $9,822.

The Company had a net decrease in net assets from  operations  of $(97,710)  for
the three-month period ending June 30, 2006 as compared to a net decrease in net
assets from operations of $(126,217) for the three-month  period ending June 30,
2005.  This  represents  a decrease of $28,507.  The  decrease in net assets per
share from operations for the  three-month  period in 2006 was $0.02 compared to
$0.02 for the same period in 2005.

                                       11
<PAGE>

RESULTS OF  OPERATIONS  FOR THE SIX MONTHS  ENDED JUNE 30, 2006  COMPARED TO SIX
MONTHS ENDED JUNE 30, 2005.

During the  six-month  period  ending June 30,  2006 the Company had  investment
income of $15,004  compared to $34 for the same period in 2005.  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.

The Company  realized $18,658 in gains from investments on the sale of shares in
Heartland,  Inc.  compared to no  realized  gains from  investments  in the same
period in 2005.

The  Company  incurred  a  decrease  in the  change  in  unrealized  gains  from
investments  of  $(173,811)  compared to a decrease in the change in  unrealized
gains from investments of $(341,009) in the same period in 2005.

The Company  incurred  expenses for  professional  fees in the amount of $28,734
during the six-month period ending June 30, 2006 compared to $101,345 during the
six-month period ending June 30, 2005. This decrease of $72,611 is partially due
to professional fees incurred in 2005 related to a potential investment that was
terminated during the due diligence process.

The Company  incurred  insurance  costs of $26,430  during the six-month  period
ending June 30, 2006 compared to no insurance costs during the six-month  period
ending June 30,  2005.  The majority of insurance  costs are for  Directors  and
Officers insurance.

The Company incurred  management fees,  salaries and directors fees in the total
amount  costs of $36,791  during  the  six-month  period  ending  June 30,  2006
compared to a total of $53,500 for the same costs  during the  six-month  period
ending  June 30,  2005.  $25,000  of the 2005  amount had been  accrued  and was
subsequently reversed in a subsequent period.

Other general and  administrative  expenses for the six-month period ending June
30, 2006 totaled  $13,870  compared to $22,055 during the same six-month  period
ending June 30, 2005 representing a decrease of $8,185.

The Company had a net decrease in net assets from  operations of $(248,944)  for
the  six-month  period ending June 30, 2006 as compared to a net decrease in net
assets from  operations of $(520,465)  for the six-month  period ending June 30,
2005.  This  represents a decrease of  $271,521.  The decrease in net assets per
share from  operations  for the six-month  period in 2006 was $0.04  compared to
$0.10 for the same period in 2005.

LIQUIDITY AND CAPITAL RESOURCES

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

The notes payable of the Company  increased  during the  six-month  period ended
June 30, 2006 from $130,001 to $148,501.  This increase is  attributable  to new
loans from  Jonathan  Schwartz in the amount of $15,000 and Walter  Eizenberg in
the amount of $1,000.  In addition Wulf Rehder increased his loans by $2,500. As
of June 30, 2006, $100,000 in notes payable plus related accrued interest are in
default for lack of repayment by their due date.  Maturity  dates of other notes
coming due during the quarter were  extended to June 30, 2006 for no  additional
consideration.

                                       12
<PAGE>

GOING CONCERN

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

NEED FOR ADDITIONAL FINANCING

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

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

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

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, 2006 (the  "Evaluation  Date")  concluded  that as of the Evaluation
Date,  the  Company's  disclosure  controls  and  procedures  were  adequate and
effective to ensure that material  information  relating to the Company would be
made known to them by individuals within those entities, particularly during the
period in which this quarterly  report was being  prepared and that  information
required to be disclosed in our SEC reports is recorded, processed,  summarized,
and  reported  within the time  periods  specified in the SEC's rules and forms.
Subsequent to the  evaluation  date,  the Company  became aware that  additional
disclosures  related to '40 Act  reporting  are  required  and has  revised  its
disclosure controls and procedures accordingly.  The filing of amended financial
statements and disclosures  complying with the '40 Act have been  completed.  To
address any  significant  deficiencies  and material  weaknesses  in its '40 Act
reporting,  and to take all required  corrective  actions,  the Company  engaged
experienced  accounting  professionals  as  consultants  on '40 Act  accounting,
disclosure  and for  assistance in  implementing  revised  financial  statements
complying  with the '40 Act and ongoing  '40 Act  compliance.  As a result,  all
corrective actions were taken.


PART II.  - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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


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

5,000  shares of stock were issued  during the six months ended June 30, 2006 in
full satisfaction of a note payable for $2,500.


                                       13

<PAGE>


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 AND REPORTS ON FORM 8-K

(a)      Exhibits

         EXHIBIT NO.                DESCRIPTION
            31.1                    Section 302 Certification - CEO
            31.2                    Section 302 Certification - CFO
            32.1                    Section 906 Certification - CEO
            32.2                    Section 906 Certification - CFO

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

         Form 8K filed on May 1, 2006
         Form 8K filed on May 3, 2006
         Form 8K filed on May 18, 2006
         Form 8K filed on June 1, 2006



                                       14
<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: September 21, 2006          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.

         Date: September 21, 2006          By: /s/Gregory H. Laborde
                                               -----------------------------
                                               Gregory H. Laborde, President,
                                               Chief Executive Officer and
                                               Director

         Date: September 21, 2006          By: /s/Theodore A. Greenberg
                                               -----------------------------
                                               Theodore A. Greenberg, Chief
                                               Financial Officer, Chief
                                               Investment Officer, Secretary and
                                               Director
























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