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, 2010

                                   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  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 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 17, 2010 the number of shares outstanding of the registrant's class of
common stock was 6,547,391.


<PAGE>
<TABLE>
<CAPTION>

                                              TABLE OF CONTENTS


<S>      <C>                                                                                              <C>
                                                                                                          PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                                              2

         Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009 (Audited)                  3

         Statements of Operations (Unaudited) for the Three Months Ended
         March 31, 2010 and 2009                                                                          4

         Statements of Cash Flows (Unaudited) for the Three Months Ended
         March 31, 2010 and 2009                                                                          5

         Schedule of Investments as of March 31, 2010 (Unaudited)                                         6

         Statements of Changes in Net Assets for the Three Months Ended March 31, 2010 (Unaudited)
         and the Year Ended December 31, 2009 (Audited)                                                   7

         Notes to Financial Statements (Unaudited)                                                        8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations             19

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                        22

Item 4. Controls and Procedures                                                                           22

Item 4T. Controls and Procedures                                                                          22

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  - NOT APPLICABLE                                                               24

Item 1A.  Risk Factors -  NOT APPLICABLE                                                                  24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                       24

Item 3. Defaults upon Senior Securities - NOT APPLICABLE                                                  24

Item 4. Removed and Reserved                                                                              24

Item 5. Other Information - NOT APPLICABLE                                                                24

Item 6. Exhibits                                                                                          24

Signatures                                                                                                25
</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, 2009, included in the Company's Form 10-K.



























                                      -2-

<PAGE>
<TABLE>
<CAPTION>
                                                 INFINITY CAPITAL GROUP, INC.
                                                        BALANCE SHEETS

                                                                                             March              December
                                                                                            31, 2010            31, 2009
                                                                                         ---------------     ---------------
                                                                                          (Unaudited)          (Audited)

<S>                                                                                      <C>                 <C>
Assets

         Non Affiliated Investments (Cost - $159,755 and $159,005)                       $      184,881      $      104,926
         Promissory Note                                                                         50,730              50,730
         Stock Sale Receivable                                                                   50,500             110,750
         Cash                                                                                     4,286               1,002
         Other assets                                                                             9,899               7,353
                                                                                         ---------------     ---------------

                Total assets                                                             $      300,296      $      274,761
                                                                                         ===============     ===============

Liabilities

         Accounts payable nonaffiliates                                                  $      296,446      $      276,514
         Accrued expenses payable others                                                         45,607              53,374
         Notes payable others                                                                   152,020             164,020
         Total Payable To Officers & Directors                                                  210,764             223,737
                                                                                         ---------------     ---------------

                Total liabilities                                                               704,837             717,645
                                                                                         ---------------     ---------------

Net Assets                                                                               $     (404,541)     $     (442,884)
                                                                                         ===============     ===============


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 6,547,391 issued
                and outstanding                                                          $        6,547      $        6,547


         Additional paid-in capital                                                             797,138             820,735
         Accumulated income (deficit)
                Accumulated net operating (deficit), net of tax                              (1,282,505)         (1,273,783)
                Net realized gain on investments, net of tax                                     57,696              57,696
                Net unrealized increase (decrease) of investments, net of tax                    16,583             (54,079)
                                                                                         ---------------     ---------------

Net Assets                                                                               $     (404,541)     $     (442,884)
                                                                                         ===============     ===============

Net Asset Value Per Share                                                                $        (0.06)     $        (0.07)
                                                                                         ===============     ===============

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








                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                              INFINITY CAPITAL GROUP, INC.
                                STATEMENTS OF OPERATIONS
                                      (UNAUDITED)

                                                          For the Three Months Ended
                                                                   March 31,
                                                             2010            2009
                                                         -------------   -------------
<S>                                                      <C>             <C>
Investment Income
        Interest Income                                  $        896    $        518
        Forgiveness of Debt                                    10,000               -
                                                         -------------   -------------
Total Investment Income                                        10,896             518
                                                         -------------   -------------
Expenses
        Salaries and wages                                      6,000          37,081
        Waiver of Salaries                                     (6,000)              -
        Stock Option Forfeiture                               (23,597)              -
        Management fees                                        22,500          22,500
        Waiver of Management Fees                             (22,500)        (11,396)
        Professional fees                                      41,737          14,988
        General and administrative                              3,949           8,274
        Interest Expense                                        6,073           4,816
                                                         -------------   -------------
Total Expenses                                                 28,162          76,263
                                                         -------------   -------------

Net Investment Income (Loss) before taxes                     (17,266)        (75,745)
Provision for income tax, all deferred                         (8,543)         (5,829)
                                                         -------------   -------------

Net investment income (loss)                                   (8,723)        (69,916)
                                                         -------------   -------------
Net realized and unrealized gains (losses):

     Net realized gain (loss), net of tax                           -               -
                                                         -------------   -------------
     Net change in unrealized increase (decrease),
        Affilates                                                   -          87,646

     Net change in unrealized increase (decrease),
        Non-affilates                                          79,205         (70,502)
                                                         -------------   -------------

     Net change in unrealized increase (decrease),             79,205          17,144
       Deferred tax on change in unrealized                     8,543           5,828
                                                         -------------   -------------

     Net change in unrealized, net of tax                      70,662          11,316
                                                         -------------   -------------

Net realized and unrealized gains (losses)                     70,662          11,316
                                                         -------------   -------------
Net increase (decrease) in net assets
     from operations                                     $     61,939    $    (58,600)
                                                         =============   =============
Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                  $       0.01    $      (0.01)
  Diluted                                                $       0.01    $      (0.01)
                                                         =============   =============
Weighted average number of shares outstanding
  Basic                                                     6,547,391       6,513,399
  Diluted                                                   6,547,391       6,513,399
                                                         =============   =============

       The accompanying notes are an integral part of the financial statements

</TABLE>
                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                                   STATEMENT OF CASH FLOWS
                                                         (UNAUDITED)

                                                                                           For the Three Months Ended
                                                                                         March 31,            March 31,
                                                                                           2010                  2009
                                                                                       --------------       ---------------

<S>                                                                                    <C>                  <C>

Cash Flows from Operating Activities:
     Net increase (decrease) in net assets from operations                             $      61,939        $      (58,600)

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in unrealized increase of investments, pre-tax                                (79,205)              (17,145)
        Net purchase of investments                                                             (750)                    -
        Stock Sale Receivable                                                                 60,250                     -
        Depreciation and amortization                                                            349                   349
        (Forfeiture) Grant of stock options to directors & employees                         (23,597)               26,081
        Other assets                                                                          (2,895)                1,772
        Accounts payable and credit cards                                                     19,933                17,458
        (Decrease) increase accrued expenses payable                                         (20,740)               18,412
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  operating activities                                                        15,284               (11,673)
                                                                                       --------------       ---------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from notes payable                                                                -                 8,820
        Payments on notes payable                                                            (12,000)                    -
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  financing activities                                                       (12,000)                8,820
                                                                                       --------------       ---------------

Increase (Decrease) in Cash                                                                    3,284                (2,853)
Cash and Cash Equivalents - Beginning of Period                                                1,002                 2,891
                                                                                       --------------       ---------------

Cash and Cash Equivalents - End of Period                                              $       4,286        $           38
                                                                                       ==============       ===============


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








                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                                     SCHEDULE OF INVESTMENTS
                                                         MARCH 31, 2010
                                                           (UNAUDITED)

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

                                         Non Affiliate Investments

    50,000 (1)          Mar-10           BlackStar Energy Group, Inc., publicly traded          $      750           $      5,600
                                          over the counter, development stage
                                          oil and gas exploration company

   328,125 (2)          Nov-04           Strategic Environmental & Energy Resources Inc.            69,294           $    134,531
   100,000 (3)          Mar-08             publicly traded over the counter,                        65,221                 41,000
             125,000    Mar-08             provider of technology-based industrial services         24,490                  3,750
                                           in the environmental, energy and rail transport(4)
                                                                                                -----------          -------------

                                         Subtotal                                               $  159,005           $    179,281
                                                                                                -----------          -------------


                                         TOTAL INVESTMENTS                                      $  159,755           $    184,881
                                                                                                ===========          =============

Percentage  of net  asset  information  is not  provided  since net  assets  are
negative and would be misleading.

(1)  Acquired as partial consideration for sale of NPI08, Inc. shares
(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.


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



















                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                                                INFINITY CAPITAL GROUP, INC.
                                             STATEMENTS OF CHANGES IN NET ASSETS



                                                                                    THREE MONTHS           YEAR ENDED
                                                                                   ENDED MAR. 31,           DEC. 31,
                                                                                        2010                  2009
                                                                                 ------------------     -------------------
                                                                                    (UNAUDITED)             (AUDITED)
<S>                                                                              <C>                    <C>
Changes in net assets from operations:
     Net investment loss                                                         $          (8,723)     $         (407,556)
     Net realized gain (loss) on investments, net of tax                                         -                (121,098)
     Net change in unrealized increase (decrease), net of tax                               70,662                (398,814)
                                                                                 ------------------     -------------------

           Net increase (decrease) increase in net assets from operations                   61,939                (927,468)
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
     Proceeds from issuance of common stock, net of offering costs                               -                   2,189
     Grant (Forfeiture) of employee stock options                                          (23,597)                 52,823
                                                                                 ------------------     -------------------

           Net increase in net assets from stock transactions                              (23,597)                 55,012
                                                                                 ------------------     -------------------

Net increase (decrease) in net assets                                                       38,342                (872,456)
Net assets at beginning of year                                                           (442,884)                429,572
                                                                                 ------------------     -------------------

Net assets at end of period (accumulated net investment
         loss of $1,282,505 and $1,273,783)                                      $        (404,542)     $         (442,884)
                                                                                 ==================     ===================

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


























                                      -7-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (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 ("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 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.


                                      -8-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)


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,  2010,  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  2009 Annual Report
filed dated  December 31, 2009.  The results of operations  for the three months
ended March 31, 2010 are not necessarily indicative of the operating results for
the full years.

The Board of Directors of the Company recommended,  and holders of a majority of
the  voting  power of the  Company's  outstanding  common  stock  have voted and
approved the two proposals on February 23, 2010:

          -    To withdraw  the  Company's  election to be treated as a business
               development  company ("BDC") under the Investment  Company Act of
               1940, as amended (the "1940 Act").

          -    Authorization  to reverse  split the common  stock on up to a ten
               for one basis,  by which each ten shares  shall become one share;
               and the  appropriate  Articles  of  Amendment  to  implement  the
               reverse split.  Fractional  shares will be rounded up to the next
               whole share.

The  Company  intends to file a  Notification  of  Withdrawal  of Election to be
Subject to  Sections 55 through 65 of the  Investment  Company Act of 1940 filed
pursuant to Section 54(c) of the  Investment  Company Act of 1940 (the 1940 Act)
on Form N-54C.  Effective upon receipt by the Securities and Exchange Commission
(SEC) the Company is no longer deemed a Business Development Company and subject
to the  provisions of the 1940 Act. Such filing has not been made at the date of
the filing of this Quarterly Report on Form 10-Q.

Reclassification

In order to conform with the  presentation of the financial  statements  herein,
certain  items in the  financial  statements  for the  prior  periods  have been
reclassified.


                                      -9-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)

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 $599,321 at March 31, 2010.

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

There were various accounting  standards and  interpretations  issued during the
three months ended March 31, 2010, none of which are expected to have a material
impact on the Company's financial position, operations or cash flows.

NOTE 2 - INVESTMENTS
--------------------

As of March 31, 2010, the Company has made  investments in six target  companies
that  total  $593,686  in  funded  capital.  We  have  completed  the  following
transactions:
<TABLE>
<CAPTION>
PORTFOLIO COMPANY                                    DATE              INVESTMENT            COST
------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                 <C>
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
BlackStar Energy Group, Inc.                         March 2010        Common Stock              750
                                                                                           -----------
Total                                                                                        593,686

* 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>


                                      -10-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)

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
was previously and education and college preparation company and is currently an
inactive  publicly  traded shell which the Company  intends to hold for possible
future merger or acquisition.

In December 2009, the Company sold its interest in NPI08,  Inc. for $125,000 and
50,000 shares in BlackStar Energy Group, Inc. which were received in March 2010.

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, may 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
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.


                                      -11-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)
The Company classifies the inputs used to measure fair values into the following
hierarchy:

     Level  1:  Quoted  prices  in  active  markets  for  identical   assets  or
     liabilities

     Level 2: Quoted prices for similar assets or liabilities in active markets,
     or quoted prices for identical or similar  assets or liabilities in markets
     that are not active, or other observable inputs other than quoted prices.

     Level 3: Unobservable and significant inputs to determining the fair value.


<TABLE>
<CAPTION>
The carrying values and estimated fair values of the Company's findings:
                                                                                                SIGNIFICANT
                                                  QUOTE PRICES IN       SIGNIFICANT OTHER       UNOBSERVABLE
                                                  ACTIVE MARKETS        OBSERVABLE INPUTS       INPUTS
                             CARRYING VALUE       (LEVEL 1)             (LEVEL 2)               (LEVEL 3)
                             -------------------- --------------------- ----------------------- -------------------
<S>                          <C>                  <C>                   <C>                     <C>
March  31, 2010:

Investment Securities;

Strategic Environmental
Stock                        $            175,531 $                 --  $               175,531 $               --

Strategic Environmental
Warrants                     $              4,151 $                 --  $                 4,151 $               --

BlackStar Energy Group, Inc. $              5,600 $                 --  $                 5,600 $               --
                             -------------------- --------------------- ----------------------- -------------------

Total Investment Securities  $            185,282 $                 --  $               185,282 $               --
                             ==================== ===================== ======================= ===================

</TABLE>


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, 2010 and December 31, 2009
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair values.  The Company  generally  uses the  first-in,
first-out  (FIFO) method of  accounting  for sales of its  investments  but will
sometimes sell specifically identified investments or shares.




                                      -12-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)


NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

By  contract,  for each of the three  months  ended  March 31, 2010 and 2009 the
Company  incurred  management  fees  expense of $22,500 to a company  affiliated
through Gregory Laborde,  an Officer & Director of the Company.  As indicated on
the Statement of Operations,  Mr. Laborde agreed to waive $22,500 and $11,396 in
each of the  respective  periods  resulting  in a net  expense of $0 and $11,104
respectively.

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE
-----------------------------------------

During the three  months  ended March 31,  2010,  the Company  made  payments of
$12,000 on existing notes payable.

On September 15, 2009, the holders of Company notes totaling $125,000 foreclosed
on collateral of 200,000 shares of Strategic  Environmental owned by the Company
and  250,000  shares  of the  Company  pledged  by GHL  Group,  Ltd.  a  company
controlled by Gregory Laborde,  an Officer and Director of the Company. In their
foreclosure notice the lenders put a value of $20,000 on the shares of Strategic
Environmental  and $250 on the Company  shares.  The Company does not agree with
these  valuations but has taken a conservative  approach and reduced the debt by
these values in the financial statements.

As of March 31, 2010,  $279,820 in notes payable plus related  accrued  interest
are in default  for lack of  repayment  by their due date.  For the three  month
period  ended  March 31,  2010 the Company  incurred  interest  expense on notes
payable of $5,312.

On March 25,  2010,  the Company  received a demand  letter for full  payment of
principal and interest on a $15,000 promissory note, dated October 10, 2005 (the
Note.) The Note accrues interest at 7% per annum and had an original due date of
November 10, 2005. The holder of the Note, Mr. Wulf Rehder,  an affiliate of the
Company, granted the Company extensions of the Note until June 20, 2006 and then
until July 30, 2006.  Mr.  Rehder has given the Company  notice of his intent to
pursue legal action unless  payment in full is received by April 16, 2010. As of
March 31, 2010,  the Company owes Mr.  Rehder  $15,000 in principal  and accrued
interest of $4,695 for a total of $19,695. On April 14, 2010, the company signed
a settlement/forestallment agreement with Mr. Rehder agreeing to pay the balance
due by August 12, 2010.

Notes payable are stated at the original  principal  amount less any  repayments
made.  The Company has not elected the fair value  option under SFAS No. 159 for
its financial liabilities.


                                      -13-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)


NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------

During the three months ended March 31, 2010 the Company  issued no common stock
or other equity.

NOTE 6 - STOCK BASED COMPENSATION PLANS
---------------------------------------

The  Company  follows  FASB  Accounting   Standards   Codification   No.  718  -
Compensation - Stock  Compensation  for share based  payments to employees.  The
Company follows FASB Accounting  Standards  Codification No. 505 for share based
payments to Non-Employees.

As the result of forfeiture of employee  stock options,  the Company  recognized
income in the amount of $23,597 for three months  ended March 31, 2010.  109,500
options  which were  granted in  January,  2009 were  forfeited  and  previously
recognized  expense  related  to these  options  was  recorded  as an  offset to
expenses.  The cost of these options was being recorded on a straight-line basis
over the vesting  period.  The related impact on basic and diluted  earnings per
share for the three months ended March 31, 2010,  was less than $0.01 per share.
There was no impact on the Company's cash flow.

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.

During the three month period ended March 31, 2009, 196,000 options were granted
to Joseph M. Chiappetta,  the Company's Vice-President of Corporate Development.
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.

                                      -14-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)

No stock  options  were  granted  during the three  months ended March 31, 2010.
Joseph M. Chiappetta,  the Company's  Vice-President  of Corporate  Development,
resigned on March 17,  2010 and  forfeited  109,500 of the stock  options he was
previously granted.

Further information relating to stock options is as follows:
                                                                    WEIGHTED
                                                         WEIGHTED   AVERAGE
                                             NUMBER      AVERAGE    REMAINING
                                             OF          EXERCISE   CONTRACT
                                             SHARES      PRICE      LIFE (YEARS)
                                             -----------------------------------
Outstanding options at 12/31/09               600,000    $ 0.70      8.70
Granted                                       -            -         -
Exercised                                     -            -         -
Forfeited/expired                             109,500    $ 0.50      8.90
Outstanding options at 3/31/10                490,500    $ 0.75      8.41

Exercisable on 3/31/10                        490,500    $ 0.75      8.41

The options have a contractual term of ten years. The aggregate  intrinsic value
of shares  outstanding  and  exercisable was $0 at March 31, 2010, 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 three months ended March 31, 2010 as no options  were  exercised  during
this period.

At March 31, 2010,  shares available for future stock option grants to employees
and directors under the 2008 Stock Option Plan were 480,434.


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 raised capital of 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, 2010. In the Statement of Operations
Mr. Laborde's full salary of $22,500 for the three month periods ended March 31,
2010 and 2009 is shown as  management  fees  and the  amount  he has  waived  is
reflected as an offsetting amount.

                                      -15-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (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. On June 5, 2009, Mr. Chiappetta's employment contract was amended
by both parties to reflect an annual compensation level of $12,000. On March 17,
2010, Mr.  Chiappetta  resigned his position with the Company.  An agreement was
reached for Mr.  Chiappetta to forfeit $10,000 of his accrued  salary,  shown as
forgiveness of debt on the Statement of  Operations,  and to retain 86,500 stock
options.

NOTE 8 - INCOME TAXES
---------------------

The Company  complies  with the  accounting  and  disclosure  for  uncertain tax
positions  by  requiring  that a tax  position  meet a  "more  likely  than  not
threshold" for the benefit of the tax position to be recognized in the financial
statements in  accordance  with GAAP. A tax position that fails to meet the more
likely than not  recognition  threshold  will result in either a reduction  of a
current or deferred tax asset or  receivable,  or the  recording of a current or
deferred tax liability.

In searching for uncertain tax positions that would potentially  result in a tax
liability,  the  Company  has  reviewed  its tax  filings  and has found no such
position that fails to meet the more likely than not recognition  threshold.  In
addition, the Company has not received a notice of audit for any of its federal,
state or local income tax returns.

As of March  31,  2010,  the  Company's  aggregate  unrealized  appreciation  of
securities in which there is an excess of value over tax cost is $45,866.

As of March  31,  2010,  the  Company's  aggregate  unrealized  depreciation  of
securities in which there is an excess of tax cost over value is $20,740.

As of March 31, 2010,  the Company's net aggregate  unrealized  appreciation  of
value over tax cost of all its securities is $25,126.

As of March 31, 2010,  the Company's  aggregate  cost of securities  for federal
income tax purposes is $159,755.

The Company  recognizes  deferred income taxes for each category of income.  For
the three  months  ended March 31, 2010,  the Company had  unrealized  gains for
which deferred income taxes were calculated and deferred income tax benefit of a
similar amount was included in net investment income.

The Company is uncertain of future tax benefit of accumulated losses and takes a
full  reserve  against the  potential  deferred  tax benefit  beyond  offsetting
deferred taxes on unrealized gains.


                                      -16-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)

NOTE 9 - FINANCIAL HIGHLIGHTS
-----------------------------

The following is a schedule of financial  highlights  for the three month period
ended March 31, 2010, and the year ended December 31, 2009.



                                                 THREE MONTHS    YEAR ENDED
                                                   MARCH 31        DEC 31,
                                                     2010           2009
                                                 ------------   ------------

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

   Net investment (loss) (1)                           (0.00)         (0.06)
   Net realized and unrealized gain (loss) (1)          0.01          (0.09)
                                                 ------------   ------------

Net(decrease) increase in net assets
   resulting from operations (1)                        0.01          (0.15)
Issuance of common stock, warrants
   and other new equity (1)                             0.00           0.01
                                                 ------------   ------------

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

Per share market value, end of period                 $ 0.02         $ 0.08

Total Return Based Upon Net Asset Value (3)              N/A           -216%

Ratios and Supplemental Data
Net assets (deficit), end of year/period            (142,474)      (442,884)
Common shares outstanding at end of year/period    6,547,391      6,547,391
Diluted weighted average number of
   shares outstanding during the year/period       6,547,391      6,531,811
Ratio of expenses to average net assets (2)(4)           -27%           228%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (2)(4)          -58%          -879%
Portfolio turnover                                         0%             0%
Average Debt Outstanding                             285,820        288,786
Average Debt Per Share (1)                              0.04           0.04

(1) Calculated based on diluted  weighted  average number of shares  outstanding
during the year.
(2) Annualized for interim period
(3) 2010 did not start with positive net assets so cannot compute
(4) Average net assets were low resulting in calculation out of scale






                                      -17-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2010
                                   (Unaudited)

NOTE 10 - SUBSEQUENT EVENTS
---------------------------

The Board of Directors of the Company recommended,  and holders of a majority of
the  voting  power of the  Company's  outstanding  common  stock  have voted and
approved the two proposals on February 23, 2010:

          -    To withdraw  the  Company's  election to be treated as a business
               development  company ("BDC") under the Investment  Company Act of
               1940, as amended (the "1940 Act").

          -    Authorization  to reverse  split the common  stock on up to a ten
               for one basis,  by which each ten shares  shall become one share;
               and the  appropriate  Articles  of  Amendment  to  implement  the
               reverse split.  Fractional  shares will be rounded up to the next
               whole share.

The  Company  intends to file a  Notification  of  Withdrawal  of Election to be
Subject to  Sections 55 through 65 of the  Investment  Company Act of 1940 filed
pursuant to Section 54(c) of the  Investment  Company Act of 1940 (the 1940 Act)
on Form N-54C.  Effective upon receipt by the Securities and Exchange Commission
(SEC) the Company is no longer deemed a Business Development Company and subject
to the  provisions of the 1940 Act. Such filing has not been made at the date of
the filing of this Quarterly Report on Form 10-Q.

The Company upon the effectiveness of its Notification of Withdrawal  intends to
pursue other business  opportunities.  The Company will at all times conduct its
activities  in such a way that it will not be  deemed  an  "investment  company"
subject to regulation  under the 1940 Act.  Thus, it will not hold itself out as
being engaged primarily in the business of investing,  reinvesting or trading in
securities.  In addition, the Company will conduct its business in such a manner
as to ensure  that it will not own or propose to acquire  investment  securities
having a value exceeding 40% of the Company's total assets at any one time.

There is no assurance that any business  opportunities will be finalized or that
any  stockholder   will  realize  any  return  on  their  shares  after  such  a
transaction. Any merger or acquisition completed by us can be expected to have a
significant  dilutive  effect on the  percentage  of shares  held by our current
stockholders.  We believe we are an  insignificant  participant  among the firms
which  engage  in the  acquisition  of  business  opportunities.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.

On April 14, 2010, the Company signed a settlement/forestallment  agreement with
Mr. Wulf Rehder,  an affiliate of the Company and the holder of promissory  note
issued by the Company with an original  due date of November 10, 2005,  agreeing
to pay the balance due by August 12, 2010.  On March 25,  2010,  the Company had
received a demand  letter for full  payment of  principal  and  interest on this
promissory note.

The Company  evaluated  events  through May 17,  2010,  for  consideration  as a
subsequent  event to be included  in its March 31,  2010,  financial  statements
herein and found no other events, other than the above.

                                      -18-
<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.

The Board of Directors of the Company recommended,  and holders of a majority of
the  voting  power of the  Company's  outstanding  common  stock  have voted and
approved the two proposals on February 23, 2010:

     -    To  withdraw  the  Company's  election  to be  treated  as a  business
          development  company ("BDC") under the Investment Company Act of 1940,
          as amended (the "1940 Act").

     -    Authorization to reverse split the common stock on up to a ten for one
          basis,  by which each ten  shares  shall  become  one  share;  and the
          appropriate  Articles of  Amendment to  implement  the reverse  split.
          Fractional shares will be rounded up to the next whole share.

The  Company  intends to file a  Notification  of  Withdrawal  of Election to be
Subject to  Sections 55 through 65 of the  Investment  Company Act of 1940 filed
pursuant to Section 54(c) of the  Investment  Company Act of 1940 (the 1940 Act)
on Form N-54C.  Effective upon receipt by the Securities and Exchange Commission
(SEC) the Company is no longer deemed a Business Development Company and subject
to the  provisions of the 1940 Act. Such filing has not been made as of the date
of the filing of this Quarterly Report on Form 10-Q.

The Company upon the effectiveness of its Notification of Withdrawal  intends to
pursue other business  opportunities.  The Company will at all times conduct its
activities  in such a way that it will not be  deemed  an  "investment  company"

                                      -19-
<PAGE>

subject to regulation  under the 1940 Act.  Thus, it will not hold itself out as
being engaged primarily in the business of investing,  reinvesting or trading in
securities.  In addition, the Company will conduct its business in such a manner
as to ensure  that it will not own or propose to acquire  investment  securities
having a value exceeding 40% of the Company's total assets at any one time.

There is no assurance that any business  opportunities will be finalized or that
any  stockholder   will  realize  any  return  on  their  shares  after  such  a
transaction. Any merger or acquisition completed by us can be expected to have a
significant  dilutive  effect on the  percentage  of shares  held by our current
stockholders.  We believe we are an  insignificant  participant  among the firms
which  engage  in the  acquisition  of  business  opportunities.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.

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,  2010  COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2009.

The  Company  recognized  $10,896 in  investment  income  during the three month
period ended March 31, 2010. During the three month period ended March 31, 2009,
the Company  recognized  investment  income of $518. The increase of $10,478 was
primarily  due to settlement  of an accrued  expense  which  resulted in $10,000
forgiveness of debt.

Total  expenses  during the three month period ended March 31, 2010 were $28,162
compared to $76,263  during the three month  period  ended March 31,  2009.  The
decrease of $48,101 was a result of a decrease  of $37,081 in  salaries,  net of
the amount  waived,  a decrease of 11,104 in management  fees, net of the amount
waived and a reduction  of expenses  of $23,597  due to  forfeiture  of employee
stock  options  offset  by an  increase  of  26,749 in  professional  fees.  The
reduction  in salary  and  management  fees  comes  from  officers  waiving  all
compensation  they were entitled to during the quarter and a charge for employee
stock options in the prior  quarter that did not repeat this year.  The increase
in  professional  fees was mostly legal fees  connected to the Company's plan to
elect out of Business  Development  Company  status and to pursue other business
opportunities.

During the three  month  period  ended  March 31,  2010,  the  Company had a net
investment  loss of $8,723  compared to a net investment  loss of $69,916 in the
three  month  period  ended March 31,  2009.  The  decreased  loss of $61,193 is
primary a result of the $10,478  increase in  investment  income and the $48,101
decrease in expenses.

During the three month period ended March 31, 2010, the Company had net realized
and unrealized gains of $70,662 compared to net realized and unrealized gains of
$11,316  during the three month period ended March 31, 2009.  The increased gain
of $59,346 was a result of an increase in the value of the company's  investment
in Strategic  Environmental  and Energy  Solutions during the three month period
ended March 31, 2010.

During the three  month  period  ended  March 31,  2010,  the  Company had a net
increase in net assets from operations of $61,939  compared to a net decrease in
net assets of $58,600  during the three month period  ended March 31, 2009.  The
change in net  assets was a result of the  increased  gain in net  realized  and
unrealized  gains,  the  increase in net  investment  income and the decrease in
total  expenses,  as  discussed  above.  Net assets  per share  from  operations
increased $0.01 per share during the three month period ended March 31, 2010 and
decreased by $0.01 per share during the three month period ended March 31, 2009.

                                      -20-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $4,286 at March 31, 2010 compared to $1,002 at
December 31, 2009. Current  liabilities  exceed current assets by $599,321.  The
Company had $184,881 in non affiliate investments at March 31, 2010. The Company
expects to raise capital and/or sell assets to fund working capital for the next
twelve months.

The notes payable of the Company decreased from $291,820 as of December 31, 2009
to $279,820 as of March 31,  2010.  This  decrease was  attributable  to partial
repayment of promissory notes from individuals in the amount of $12,000.

During  the three  month  period  ended  March 31,  2010,  operating  activities
provided the Company with $15,284. During the three month period ended March 31,
2009, the Company used $11,673 in operating activities.  The increase of $26,957
was due to the receipt of $60,250 in  payments  from the  Company's  sale of its
investment  in NPI08,  Inc.  in  December  2009 which  provided  for a series of
payments over time offset by a reduction in accrued expenses of $20,740.

During the three month  periods  ended March 31, 2010 and 2009,  the Company did
not use or  receive  funds from  investing  activities.  During the three  month
period ended March 31, 2010,  the Company used $12,000 for financing  activities
which consisted of payments on promissory  notes.  During the three month period
ended March 31, 2009, the Company received $8,820 from its financing  activities
which consisted of proceeds from promissory notes.

NEED FOR ADDITIONAL FINANCING

While the Company had an  operating  profit  during the three month period ended
March 31, 2010,  the Company had an operating loss during the three month period
ended March 31, 2009 and 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.

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.

GOING CONCERN

The Company has a deficit in working capital and assets,  which may be illiquid.
Management  plans to fund  operations of the Company by raising  capital  and/or
selling assets or through interest bearing advances from existing shareholders.

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 2009 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 and may address the liquidity situation by
selling some assets.  Management  believes that actions presently being taken to
obtain additional funding provide the opportunity for the Company to continue as
a going concern."

                                      -21-
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
------------------------------------------------------------------

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES
--------------------------------

DISCLOSURES CONTROLS AND PROCEDURES

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Principal Financial Officer, as appropriate, to allow for
timely decisions regarding required disclosure.

As required by SEC Rule  15d-15(b)  for the quarter  ended March 31,  2010,  our
Chief Executive Officer and Chief Financial  Officer,  carried out an evaluation
under the  supervision  and with the  participation  of our  management,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  they have concluded
that our disclosure controls and procedures are not effective in timely alerting
them to material information required to be included in our periodic SEC filings
and to ensure that  information  required to be  disclosed  in our  periodic SEC
filings is accumulated and  communicated to our management,  including our Chief
Executive Officer,  to allow timely decisions regarding required disclosure as a
result of the  deficiency  in our  internal  control  over  financial  reporting
discussed below.

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,    based   on   criteria   established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission  and  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.

Our  management,  with the  participation  of the Company's  President and Chief
Financial Officer, evaluated the effectiveness of the Company's internal control
over financial  reporting as of March 31, 2010.  Based on this  evaluation,  our
management,  concluded  that,  as of March 31, 2010,  our internal  control over
financial  reporting was not effective due to material  weaknesses in the system
of internal control.

                                      -22-
<PAGE>

Specifically, management identified the following control deficiencies:

            (1)  The  Company  has  not  properly  segregated  duties  as a  few
individuals initiate, authorize, and complete all transactions.  The Company has
not implemented  measures that would prevent the individuals from overriding the
internal  control  system.  The  Company  does not  believe  that  this  control
deficiency  has  resulted in  deficient  financial  reporting  because the Chief
Financial  Officer is aware of his  responsibilities  under the SEC's  reporting
requirements and personally certifies the financial reports.

            (2) The  Company has  installed  accounting  software  that does not
prevent erroneous or unauthorized changes to previous reporting periods and does
not provide an adequate audit trail of entries made in the accounting software.

As a  result  of  Management's  assessment  of the  effectiveness  of the  small
business  issuer's  internal control over financial  reporting as of the quarter
ended March 31, 2010 we believe that internal  control over financial  reporting
has not been effective and we are in the process of improving controls.  We have
identified certain material  weaknesses of accounting  relating to a shortage of
qualified information technology, IT personnel and financial reporting personnel
due to limited  financial  resources.  This  material  weakness  can lead to the
following:

     o    An  inability  to  ensure  there is  timely  analysis  and  review  of
          accounting records, spreadsheets, and supporting data; and
     o    an inability to effectively  monitor access to, or maintain  effective
          controls over changes to, certain financial  application  programs and
          related data.

Considering  the nature and extent of our  current  operations  and any risks or
errors in financial  reporting under current  operations,  the fact that we have
been a small  business  with  limited  employees  causes a weakness  in internal
controls involving the areas disclosed above.

REMEDIATION OF MATERIAL WEAKNESS

As our current  financial  condition  allows, we are in the process of analyzing
and  developing  our  processes  for the  establishment  of formal  policies and
procedures with necessary segregation of duties, which will establish mitigating
controls to compensate for the risk due to lack of segregation of duties.

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, 2010,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                                      -23-
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------

None.

ITEM 1A. RISK FACTORS
---------------------

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------

None.

ITEM 4. REMOVED AND RESERVED
----------------------------

ITEM 5. OTHER INFORMATION
-------------------------

None.

ITEM 6. EXHIBITS
----------------

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

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

      31.1                   Section 302 Certification - CEO

      31.2                   Section 302 Certification - CFO

      32.1                   Section 906 Certification - CEO

      32.2                   Section 906 Certification - CFO










                                      -24-
<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 17, 2010                   By: /s/Gregory H. Laborde
                                      -------------------------------------
                                      Gregory H. Laborde,
                                      Principal Executive Officer,
                                      President & Chief Executive Officer



Dated: May 17, 2010                   By: /s/Theodore A. Greenberg
                                      -------------------------------------
                                      Theodore A. Greenberg,
                                      Principal Accounting Officer,
                                      Chief Financial Officer,
                                      Chief Investment Officer & Secretary






















                                      -25-