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 SEPTEMBER 30, 2009

                                       or

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

      For the Transition period from _______________ to ______________


                        COMMISSION FILE NUMBER: 814-00708


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

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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  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 November  13, 2009 the number of shares  outstanding  of the  registrant's
class of common stock was 6,547,391.


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


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

         Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008 (Audited)              3

         Statements of Operations (Unaudited) for the Three and Nine Months Ended
         September 30, 2009 and 2008                                                                      4

         Statements of Cash Flows (Unaudited) for the Nine Months Ended
         September 30, 2009 and 2008                                                                      5

         Schedule of Investments as of September 30, 2009 (Unaudited)                                     6

         Statements of Changes in Net Assets for the Nine Months Ended September 30, 2009 (Unaudited)
         and the Year Ended December 31, 2008 (Audited)                                                   7

         Notes to Financial Statements (Unaudited)                                                        8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations             20

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                        23

Item 4. Controls and Procedures                                                                           24

Item 4T.Controls and Procedures                                                                           24

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  - NOT APPLICABLE                                                               26

Item 1A.Risk Factors -  NOT APPLICABLE                                                                    26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                       26

Item 3. Defaults upon Senior Securities - NOT APPLICABLE                                                  26

Item 4. Submission of Matters to a Vote of Security Holders                                               26

Item 5. Other Information - NOT APPLICABLE                                                                26

Item 6. Exhibits                                                                                          26

Signatures                                                                                                27
</TABLE>









                                      -1-
<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

The financial  statements  have been prepared by Infinity  Capital  Group,  Inc.
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information and footnotes  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include all the adjustments  which, in the opinion of management,  are necessary
for a fair  presentation  of financial  position and results of operations.  All
such  adjustments  are  of  a  normal  and  recurring  nature.  These  financial
statements should be read in conjunction with the audited  financial  statements
at December 31, 2008, included in the Company's Form 10-K.



























                                      -2-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                           September            December
                                                                                            30, 2009            31, 2008
                                                                                         ---------------     ---------------
                                                                                          (Unaudited)          (Audited)

Assets
<S>                                                                                      <C>                 <C>
         Non Affiliated Investments (Cost - $159,005 and $228,439)                       $      348,364      $      724,075
         Controlled Investments (Cost - $232,000)                                               156,873             244,852
         Promissory Note                                                                         52,227              27,477
         Cash                                                                                         -               2,891
         Deferred offering costs                                                                      -               4,608
         Other assets                                                                             5,158               9,775
                                                                                         ---------------     ---------------

                Total assets                                                             $      562,622      $    1,013,678
                                                                                         ===============     ===============

Liabilities

         Accounts payable nonaffillates                                                  $      269,936      $      234,334
         Accrued expenses payable others                                                         12,873              23,965
         Notes payable others                                                                   173,520             133,000
         Total Payable To Officers & Directors                                                  248,767             192,807
                                                                                         ---------------     ---------------

                Total liabilities                                                               705,096             584,106
                                                                                         ---------------     ---------------

Net Assets                                                                               $     (142,474)     $      429,572
                                                                                         ===============     ===============


Composition of net assets
         Preferred stock, $0.001 par value,
                10,000,000 shares authorized,
                none issued or outstanding.
         Common Stock. $0.001 par value,
                100,000,000 shares authorized 6,547,391 and
                6,513,399 issued and outstanding, respectively                           $        6,547      $        6,513


         Additional paid-in capital                                                             811,821             765,756
         Accumulated income (deficit)
                Accumulated net operating (deficit), net of tax                              (1,209,313)           (866,226)
                Net realized gain on investments, net of tax                                    163,946             178,794
                Net unrealized increase of investments, net of tax                               84,525             344,735
                                                                                         ---------------     ---------------

Net Assets                                                                               $     (142,474)     $      429,572
                                                                                         ===============     ===============

Net Asset Value Per Share                                                                $        (0.02)     $         0.07
                                                                                         ===============     ===============
</TABLE>




     The accompanying notes are an integral part of the financial statements

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

<TABLE>
<CAPTION>
                                                       For the Quarter Ended         For the Nine Months Ended
                                                           September 30,                   September 30,
                                                        2009           2008             2009            2008
                                                     ------------   ------------    -------------   -------------

Investment Income
<S>                                                  <C>            <C>             <C>             <C>
        Interest Income                                      915            466            1,985             932
                                                     ------------   ------------    -------------   -------------

Total Investment Income                                      915            466            1,985             932
                                                     ------------   ------------    -------------   -------------

Expenses
        Salaries and wages                                17,914          6,000           80,909          18,000
        Director Fees                                          -         56,205                -          56,205
        Management fees                                   22,500         22,500           67,500          67,500
        Waiver of Management Fees                        (16,847)       (12,443)         (39,117)        (32,209)
        Professional fees                                 16,157         34,686           35,145          83,776
        General and administrative                         9,739          9,296           29,360          37,920
        Interest & Settlement Costs                       17,720          5,336           30,884          53,178
                                                     ------------   ------------    -------------   -------------

Total Expenses                                            67,183        121,580          204,681         284,370
                                                     ------------   ------------    -------------   -------------

Net Investment Income (Loss) before taxes                (66,268)      (121,114)        (202,696)       (283,438)
Provision for income tax, all deferred                   124,376        (40,541)         140,391        (262,139)
                                                     ------------   ------------    -------------   -------------

Net investment income (loss)                            (190,644)       (80,573)        (343,087)        (21,299)
                                                     ------------   ------------    -------------   -------------

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       all Non-affilates                                 (32,288)       (55,250)         (21,193)        (43,308)
       Deferred tax on realized gains                    (10,117)       (18,785)          (6,345)        (14,726)
                                                     ------------   ------------    -------------   -------------

     Net realized gain (loss), net of tax                (22,171)       (36,465)         (14,848)        (28,582)
                                                     ------------   ------------    -------------   -------------

     Net change in unrealized increase (decrease),
        Affilates                                              -         87,313          (87,979)         87,313
     Net change in unrealized increase (decrease),
        Non-affilates                                   (336,057)      (243,530)        (306,276)      1,231,842
                                                     ------------   ------------    -------------   -------------

     Net change in unrealized increase (decrease),      (336,057)      (156,217)        (394,255)      1,319,155
       Deferred tax on change in unrealized             (114,259)       (53,114)        (134,047)        448,513
                                                     ------------   ------------    -------------   -------------

     Net change in unrealized, net of tax               (221,798)      (103,103)        (260,208)        870,642
                                                     ------------   ------------    -------------   -------------

Net realized and unrealized gains (losses)              (243,969)      (139,568)        (275,056)        842,060
                                                     ------------   ------------    -------------   -------------

Net increase (decrease) in net assets
     from operations                                 $  (434,613)   $  (220,141)    $   (618,143)   $    820,761
                                                     ============   ============    =============   =============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                              $     (0.07)   $     (0.03)    $      (0.09)   $       0.13
  Diluted                                            $     (0.07)   $     (0.03)    $      (0.09)   $       0.13
                                                     ============   ============    =============   =============

Weighted average number of shares outstanding
  Basic                                                6,547,391      6,467,396        6,526,618       6,335,952
  Diluted                                              6,547,391      6,467,396        6,526,618       6,376,452
                                                     ============   ============    =============   =============
</TABLE>

     The accompanying notes are an integral part of the financial statements

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

<TABLE>
<CAPTION>
                                                                                            For the Nine Months Ended
                                                                                          September 30,     September 30,
                                                                                           2009                  2008
                                                                                       --------------       ---------------


Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
     Net (decrease) increase in net assets from operations                             $    (618,143)       $      820,761

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in unrealized (increase) decrease of investments, pre-tax                     394,255            (1,319,155)
        Proceeds from disposition of investment securities                                    48,241                63,710
        Realized loss on investments, pre-tax                                                 21,193                43,308
        Net purchase of investments                                                                -              (338,016)
        Loan receivable and accrued interest                                                 (26,736)               22,523
        Depreciation and amortization                                                          1,046                   730
        Deferred offering costs                                                                4,608                32,056
        Grant of stock options to directors & employees                                       43,909                56,205
        Other assets                                                                           5,556                (5,415)
        Accounts payable and credit cards                                                     35,602                71,665
        Accrued expenses payable                                                              44,868                26,645
        Deferred Taxes Payable                                                                                     171,648
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  operating activities                                                       (45,601)             (353,335)
                                                                                       --------------       ---------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from notes payable                                                          135,770               145,980
        Payments on notes payable                                                            (95,250)              (25,000)
        Stock issued to purchase investment                                                                         82,000
        Sale of stock, net of offering costs                                                  (4,608)               43,036
        Stock issued pursuant to settlement                                                    6,798                39,840
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  financing activities                                                        42,710               285,856
                                                                                       --------------       ---------------

Decrease in Cash                                                                              (2,891)              (67,479)
Cash and Cash Equivalents - Beginning of Period                                                2,891                67,609
                                                                                       --------------       ---------------
Cash and Cash Equivalents - End of Period                                              $           -        $          130
                                                                                       ==============       ===============

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      -5-
<PAGE>
                             SCHEDULE OF INVESTMENTS
                               September 30, 2009
                                   (Unaudited)
<TABLE>
<CAPTION>

                      Original
                      Date of                                                                     Original              Fair
  Shares   Warrants   Acquisition                                                                   Cost                Value
-----------------------------------------                                                        ----------          ------------
<S>        <C>        <C>                <C>                                                     <C>                 <C>
                                         Common stock in controlled affiliates


6,203,960               Jun-08           NPI08, Inc. publicly traded over the counter,           $ 232,000           $   156,873
                                         previously and education and college preparation
                                         company, currently inactive (1)
                                                                                                 ----------          ------------

                                         Subtotal                                                $ 232,000           $   156,873
                                                                                                 ----------          ------------


                                         Non Affiliate Investments


 328,125 (2)            Nov-04           Strategic Environmental & Energy Resources Inc          $  69,294           $   263,813
 100,000 (3)            Mar-08           publicly traded over the counter,                          65,221                80,400
             125,000    Mar-08           provider of technology-based industrial services           24,490                 4,151
                                         in the environmental, energy and rail transport (4)
                                                                                                 ----------          ------------

                                         Subtotal                                                $ 159,005           $   348,364
                                                                                                 ----------          ------------


                                         TOTAL INVESTMENTS                                       $ 391,005           $   505,237
                                                                                                 ==========          ============
</TABLE>

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

     (1)  Acquired for a total of $150,000  cash and 102,500  shares of Infinity
          common stock
     (2)  Company reverse split the stock at 1 for 4 shares January 22, 2008
     (3)  Note plus $50,000 cash exchanged for Shares and Warrants of SENR
     (4)  Formerly Satellite Organizing Systems, Inc.







     The accompanying notes are an integral part of the financial statements

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

<TABLE>
<CAPTION>


                                                                                    NINE MONTHS             YEAR ENDED
                                                                                 ENDED SEPTEMBER 30,       DECEMBER 31,
                                                                                       2009                    2008
                                                                                 ------------------     -------------------
                                                                                     UNAUDITED               AUDITED
<S>                                                                              <C>                    <C>
Changes in net assets from operations:
     Net investment loss                                                         $        (343,087)     $         (170,628)
     Net realized gain (loss) on investments, net of tax                                   (14,848)                (28,410)
     Net change in unrealized increase (decrease), net of tax                             (260,208)                292,651
                                                                                 ------------------     -------------------

           Net (decrease) increase in net assets from operations                          (618,143)                 93,612
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
     Proceeds from issuance of common stock, net of offering costs                          (4,608)                175,001
     Issuance of common stock for debt and interest                                          6,798                       -
     Grant of employee stock options                                                        43,909                  56,205
                                                                                 ------------------     -------------------

           Net increase in net assets from stock transactions                               46,099                 231,206
                                                                                 ------------------     -------------------

Net (decrease)increase in net assets                                                      (572,044)                324,818
Net assets at beginning of year                                                            429,572                 104,754
                                                                                 ------------------     -------------------

NET ASSETS AT END OF PERIOD (ACCUMULATED NET INVESTMENT
         LOSS OF $1,209,313 AND $866,226)                                        $        (142,472)     $          429,572
                                                                                 ==================     ===================
</TABLE>
















     The accompanying notes are an integral part of the financial statements

                                      -7-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

The  Company  invests in  portfolio  companies  that  management  identifies  as
emerging growth  companies  positioned to benefit from additional  financing and
managerial  assistance.  The portfolio  companies  frequently  have little or no
prior  operating  history.  The Company  intends on investing in emerging growth
companies,  defined as (A)  publicly  traded  companies  whose  market for their
securities  are  thinly  traded  which  may be  caused  by a shift  in  business
direction,  change in market or industry in which they operate, or various other
factors  causing their stock and trading in their stock to not be in or fall out
of favor; (B) publicly traded companies that have a market  capitalization under
$250  million  and seek  expansion  or  mezzanine  capital to  implement  growth
strategies  executable  within 12-24 months;  and (C) private  companies seeking
expansion or  mezzanine  financing  and which wish to access the equity  capital
markets within the next 12 months.

The  Company  received a letter  from the  Securities  and  Exchange  Commission
("SEC") dated August 14, 2009 detailing  comments on the Company's  Regulation E
filing in the second  quarter of 2009.  In  response  to the letter the  Company
withdrew its  Regulation  E filing and has made some  revisions to the format of
its financial  statements.  As a result of issues raised in the comment  letter,
the Company has determined  that there are weaknesses in its internal  controls.
At the time of this  filing,  the  Company is in the process of  completing  its
response to the SEC.

                                      -8-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (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
September 30, 2009, 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  2008 Annual Report
filed dated  December 31, 2008.  The results of operations for the periods ended
September  30, 2009 and 2008 are not  necessarily  indicative  of the  operating
results for the full years.

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.

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 $647,711 at September 30, 2009.

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


                                      -9-

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

ACCOUNTING PRONOUNCEMENTS

In  June  2009,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact on our financial statements.

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

In April 2009, the Financial  Accounting  Standards  Board ("FASB")  issued FASB
Staff Position ("FSP") Issue No. FAS No. 157-4, "Determining Fair Value When the
Volume  and Level of  Activity  for the Asset or  Liability  Have  Significantly
Decreased  and  Identifying  Transactions  that are not  Orderly"  ("FSP FAS No.
157-4").  FSP FAS No. 157-4 provides  additional  guidance for  estimating  fair
value in  accordance  with SFAS No. 157.  This FSP No.  157-4 is  effective  for
interim and annual financial periods ending after June 15, 2009. The adoption of
FSP FAS No.  157-4 will not have a material  impact on the  Company's  financial
statements.

There were various  other  accounting  standards and  interpretations  issued in
2009,  none of which are  expected  to have a material  impact on the  Company's
financial position, operations or cash flows.


                                      -10-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

NOTE 2 - INVESTMENTS

As of  September  30,  2009,  the  Company has made  investments  in five target
companies that total approximately $593,000 in funded capital. We have completed
the following transactions:
<TABLE>
<CAPTION>
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
                                                                                             -----------
Total                                                                                          592,936
------------
* In January 2008,  Satellite  Organizing  Solutions,  Inc.  changed its name to
Strategic Environmental & Energy Resources, Inc.

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

In  September  of 2008 the  Company  acquired  an 87.5%  interest  in NPI08  for
$232,000  consisting of 102,500 shares in Company stock and $150,000 cash. NPI08
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.

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

                                      -11-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

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.

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.


                                      -12-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

The carrying values and estimated fair values of the Company's findings:
<TABLE>
<CAPTION>

                                                                                           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>
September  30, 2009:

Investment Securities;

Strategic Environmental Stock      $     344,213    $        --       $       344,213      $           --

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

NPI08, Inc.                        $     156,873    $        --       $            --      $      156,873
                                   -----------------------------------------------------------------------

Total Investment Securities        $     505,237    $        --       $       348,364      $      156,873
                                   =======================================================================
</TABLE>

The following  table presents  additional  information  about assets measured at
fair value using Level 3 inputs for the nine months ended September 30, 2009:

                                                      INVESTMENT IN NPI08, INC.
                                                      -------------------------
Balance as of January 1, 2009                               $  244,852
Unrealized loss included in net change in assets from
 operations                                                    (87,979)
                                                      -------------------------
Balance as of September 30, 2009                            $  156,873
                                                      =========================

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 September 30, 2009 and December 31,
2008 are stated at fair value as determined  by the Board of  Directors,  in the
absence of  readily  available  fair  values.  The  Company  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.

NOTE 3 - RELATED PARTY TRANSACTIONS

By contract,  for each of the nine months ended  September 30, 2009 and 2008 the
Company  incurred  management  fees  expense of $67,500 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 $39,117 and $32,209 in
each of the respective periods resulting in a net expense of $28,383 and $35,291
respectively.

                                      -13-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)


NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During  the nine  months  September  30,  2009 the  Company  issued new notes to
individuals  totaling $135,770 and retired $75,000 in existing notes payable. As
partial  compensation  for a new $125,000  note the Company  transferred  15,000
shares of its  investment  in SENR to the lender and the lender will receive 10%
of the post-merger  retained interest upon consummation of an equity transaction
involving NPIE. The 15,000 shares of SENR have been recorded as a financing cost
and the cost related to the 10% of NPIE will be recorded upon  consummation of a
triggering transaction.

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 September 30, 2009 $301,320 in notes payable plus related accrued interest
are in  default  for lack of  repayment  by their due date.  For the nine  month
period  ended  September  30, 2009 the  Company  incurred  interest  expense and
finance costs on notes payable of $29,177.

NOTE 5 - STOCKHOLDERS' EQUITY

During the nine months ended September 30, 2009 the Company issued 21,492 shares
of common  stock as payment of  interest  expense on a note  payable  and 12,500
shares of common stock as partial  repayment of a note payable.  In the June 30,
2009 financial  statements the Company  reported that 7,500 shares had been sold
for $3,000 cash but in response to an SEC comment  letter on the Company's  June
2009  offering,  the Company has  withdrawn  the offering and the $3,000 will be
returned to the purchasers of stock under the offering.

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.

                                      -14-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

The  Company  recognized  expense in the amount of $43,909  for the nine  months
ended  September 30, 2009.  196,000  options were granted in the period of which
50,000 vested  immediately,  73,000 vest on the one year  anniversary and 73,000
vest on the two year  anniversary.  The cost of options vesting  immediately was
recorded  in the period  and the cost of options  vesting in the future is being
recorded on a straight-line basis over the vesting period. The related impact on
basic and diluted earnings per share for the nine months ended  September,  2009
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.

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.

During the nine months ended  September  30,  2009,  Joseph M.  Chiappetta,  the
Company's  Vice-President  of  Corporate  Development,   was  issued  an  option
exercisable for 196,000 shares of the Company's common stock. The  Black-Scholes
option  pricing model was used with the following  weighted-average  assumptions
for options granted during the nine months ended September 30, 2009:

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


                                      -15-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

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 12/31/08         404,000      $0.80           8.85
Granted                                 196,000       0.50           9.30
Exercised                               -             -              -
Forfeited/expired                       -             -              -
Outstanding options at 9/30/09          600,000      $0.70           9.00

Exercisable on 9/30/09                  454,000      $0.77           8.90

The options have a contractual term of ten years. The aggregate  intrinsic value
of shares outstanding and exercisable was $0 at September 30, 2009 as the market
price of the  Company's  common  stock was below the  weighted-average  exercise
price of all of the options.  Total intrinsic value of options  exercised was $0
for the nine months ended September 30, 2009 as no options were exercised during
this period.

At  September  30, 2009,  shares  available  for future  stock option  grants to
employees and directors under the 2008 Stock Option Plan were 370,934.

NOTE 7 - EMPLOYMENT CONTRACTS

On April 20, 2006 Gregory  Laborde and Theodore A. Greenberg  signed  employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has completed its planned  Regulation E offering for at least $1,500,000
and to defer a proportionate  amount of his  compensation if the offering raises
less than  $3,000,000.  Such  deferral  until the Company has raised  additional
capital or sufficient income from fees and/or  investments is achieved.  In lieu
of Mr.  Laborde's  salary,  management  fees have  been paid to a company  he is
affiliated  with.  These fees have been in an amount lower than the  contractual
amount.  Mr.  Laborde and Mr.  Greenberg have agreed to waive all salary amounts
due under their  contracts which were not paid or accrued by September 30, 2009.
In the  Statement of  Operations  Mr.  Laborde's  full salary of $22,500 for the
three month periods  ended  September 30, 2009 and 2008 and $67,500 for the nine
month periods ending September 30, 2009 and 2008 is shown as management fees and
the amount he has waived is reflected as an offsetting amount.

                                      -16-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

On January 5, 2009, Joseph M. Chiappetta signed an employment  contract with the
Company with an annual  compensation set at $60,000. As part of Mr. Chiappetta's
contract he received a stock  option  grant of 196,000  options of which  50,000
vested  immediately.  The option grant was in lieu of Mr. Chiappetta's first two
months salary. On June 5, 2009 Mr. Chiappetta's  employment contract was amended
by both parties to reflect an annual compensation level of $12,000.

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 September  30, 2009 the Company's  aggregate  unrealized  appreciation  of
securities in which there is an excess of value over tax cost is $209,698.

As of September  30, 2009 the Company's  aggregate  unrealized  depreciation  of
securities in which there is an excess of tax cost over value is $95,466.

As of September 30, 2009 the Company's net aggregate unrealized  appreciation of
value over tax cost of all its securities is $114,232.

As of September 30, 2009 the Company's  aggregate cost of securities for federal
income tax purposes is $391,005.

The Company  recognizes  deferred income taxes for each category of income.  For
the  nine  months  ended  September  2009 the  Company  has had a  reduction  in
unrealized gains from prior years resulting in an deferred income tax benefit to
unrealized and realized gains (for losses  incurred in 2009) and deferred income
tax charge to net investment  income  reversing  prior deferred tax benefit from
net investment loss in prior years.

                                      -17-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2009
                                   (Unaudited)

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.

NOTE 9 - FINANCIAL HIGHLIGHTS

The  following is a schedule of financial  highlights  for the nine month period
ended September 30, 2009 and the year ended December 31, 2008.

                                                     NINE MONTHS    YEAR ENDED
                                                      SEPT. 30,       DEC 31,
                                                        2009           2008
                                                    ------------   ------------

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

      Net investment (loss) (1)                           (0.05)         (0.03)
      Net realized and unrealized gain (loss) (1)         (0.04)          0.04
                                                    ------------   ------------

   Net(decrease) increase in net assets
      resulting from operations (1)                       (0.09)          0.01
   Issuance of common stock, warrants
      and other new equity (1)                             0.00           0.04
                                                    ------------   ------------

   Net asset (deficit) value, end of period               (0.02)          0.07
                                                    ============   ============

   Per share market value, end of period                 $ 0.25         $ 0.50

   Total Return Based Upon Net Asset Value (3)            -133%            62%

   Ratios and Supplemental Data
   Net assets (deficit), end of year/period            (142,474)       429,572
   Common shares outstanding at end of year/period    6,547,391      6,513,399
   Diluted weighted average number of
      shares outstanding during the year/period       6,526,618      6,573,138
   Ratio of expenses to average net assets (2)(3)          112%            41%
   Ratio of net increase (decrease) in net assets
      from operations to average net assets (2)(3)        -340%            12%
   Portfolio turnover                                        0%             5%
   Average Debt Outstanding                             288,028        216,364
   Average Debt Per Share (1)                              0.04           0.03


  (1)  Calculated   based  on  diluted  weighted  average  number  of  shares
       outstanding during the year.
  (2)  Annualized for interim period
  (3)  Average net assets were low resulting in calculation out of scale


                                      -18-
<PAGE>

NOTE 10 - SUBSEQUENT EVENTS

On September  30, 2009, a Notice for Summary  Judgment in Lieu of Complaint  was
filed by Jonathan  Schwartz against  Infinity  Capital Group,  Inc. in the Civil
Court of the City of New  York,  County  of New York,  Index  No.  0046377.  Mr.
Schwartz  holds a $15,000  promissory  note dated March 23, 2006, the Promissory
Note  had a due  date of May 23,  2006  and was  secured  by  40,000  shares  of
Heartland  Corporation,  which  were  to be  transferred  to the  holder  of the
promissory  note in the case of  default.  Mr.  Schwartz is claiming a breach of
contract for monies owed under the promissory note.

On October 21, 2009,  Mr.  Schwartz was granted an Order of Summary  Judgment on
his claim of breach of contract.

The Company  evaluated events through  November 16, 2009 for  consideration as a
subsequent  event to be included in its September 30, 2009 financial  statements
herein and found no other events, other than the above.

































                                      -19-
<PAGE>

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

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

OVERVIEW

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

The  Company  invests in  portfolio  companies  that  management  identifies  as
emerging growth  companies  positioned to benefit from additional  financing and
managerial  assistance.  The portfolio  companies  frequently  have little or no
prior  operating  history.  The Company  intends on investing in emerging growth
companies,  defined as (A)  publicly  traded  companies  whose  market for their
securities  are  thinly  traded  which  may be  caused  by a shift  in  business
direction,  change in market or industry in which they operate, or various other
factors  causing their stock and trading in their stock to not be in or fall out
of favor; (B) publicly traded companies that have a market  capitalization under
$250  million  and seek  expansion  or  mezzanine  capital to  implement  growth
strategies  executable  within 12-24 months;  and (C) private  companies seeking
expansion or  mezzanine  financing  and which wish to access the equity  capital
markets within the next 12 months.

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

The Company received a letter from the Securities and Exchange  Commission (SEC)
dated August 14, 2009 detailing comments on the Company's Regulation E filing in
the second  quarter of 2009. In response to the letter the Company  withdrew its
Regulation E filing and has made some  revisions to the format of its  financial
statements.  These  revisions were not  considered to be material  change in the
financial  statements.  The Company is in process of completing  its response to
the SEC's comments.

                                      -20-
<PAGE>

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  SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTH
PERIOD ENDED SEPTEMBER 30, 2008.

The Company  recognized $915 in investment  income during the three month period
ended  September  30, 2009.  During the three month period ended  September  30,
2008, the Company recognized investment income of $466. The increase of $449 was
a result of interest income.

Total  expenses  during the three month  period  ended  September  30, 2009 were
$67,183  compared to $121,580  during the three month period ended September 30,
2008. The decrease of $54,397 was a result of a decrease of $56,205 in directors
fees  resulting  from a stock  option grant in 2008 which did not repeat in 2009
and a decrease of $18,529 in professional  fees related to the one time use of a
project  consultant.  The decrease was offset by a $11,914  increase in salaries
and wages resulting from a stock option grant to Joseph M. Chiappetta who joined
the  Company  in 2009  and an  increase  of  $12,384  in  interest  expense  and
settlement costs.

During the three month period ended  September  30, 2009,  the Company had a net
investment loss of $190,644  compared to a net investment loss of $80,573 in the
three month period ended September 30, 2008. The increased loss of $110,071 is a
result of a change in  provision  for  income  tax of  $164,917  resulting  from
reversal of prior deferred tax benefit against unrealized  investment gains that
have  been  reduced  substantially  offset  by the  $54,397  decrease  in  total
expenses, described above.

During the three month period  ended  September  30,  2009,  the Company had net
realized  and  unrealized  losses  of  $243,969  compared  to net  realized  and
unrealized  losses of $119,568 during the three month period ended September 30,
2008.  The increased loss of $104,401 was a result of a decrease in the value of
the company's investment in Strategic  Environmental and Energy Solutions during
the three month period ended  September 30, 2009  including a realized loss when
shares  supporting a note payable by the Company were  foreclosed  in the escrow
account established to secure the note.

During the three month period ended  September  30, 2009,  the Company had a net
decrease in net assets from operations of $434,613 compared to a net decrease in
net assets of $220,141  during the three month period ended  September 30, 2008.
The change in net assets was a result of the increased  loss in net realized and
unrealized  gains, the increase in net investment loss offset by the decrease in
total  expenses,  as  discussed  above.  Net assets  per share  from  operations
decreased $0.07 per share during the three month period ended September 30, 2009
and  decreased by $0.03 per share during the three month period ended  September
30, 2008.

FOR THE NINE MONTH PERIOD ENDED  SEPTEMBER  30, 2009  COMPARED TO THE NINE MONTH
PERIOD ENDED SEPTEMBER 30, 2008.

The Company  recognized $1,985 in investment income during the nine month period
ended September 30, 2009. During the nine month period ended September 30, 2008,
the Company  recognized  investment income of $932. The increase of $1,053 was a
result of interest income.

Total  expenses  during the nine month  period  ended  September  30,  2009 were
$204,681  compared to $284,370  during the nine month period ended September 30,
2008.  The  decrease  of  $79,689  was a result  of a  decrease  of  $48,631  in
professional  fees  related  to the one  time  use of a  project  consultant,  a
decrease in general and administrative costs of $8,560 and a decrease of $22,294

                                      -21-
<PAGE>

in interest  expense and settlement  costs. The decrease was offset by a $62,909
increase in salaries and wages  resulting from accrued salary and a stock option
grant to Joseph M. Chiappetta who joined the Company in 2009.

During the nine month period  ended  September  30, 2009,  the Company had a net
investment loss of $343,087  compared to a net investment loss of $21,299 in the
nine month period ended  September 30, 2008. The increased loss of $321,788 is a
result of a change in  provision  for  income  tax of  $402,530  resulting  from
reversal of prior deferred tax benefit against unrealized  investment gains that
have  been  reduced  substantially  offset  by the  $79,689  decrease  in  total
expenses, described above.

During the nine month  period  ended  September  30,  2009,  the Company had net
realized  and  unrealized  losses  of  $275,056  compared  to net  realized  and
unrealized  gains of $842,060  during the nine month period ended  September 30,
2008.  The decrease of $1,117,116 was a result of gains in the nine month period
ended   September   30,  2008  from  the   Company's   investment  in  Strategic
Environmental and Energy Solutions which did not repeat in the nine month period
ended September 30, 2009.

During the nine month period  ended  September  30, 2009,  the Company had a net
decrease in net assets from operations of $618,143 compared to a net increase in
net assets of $820,761  during the nine month period ended  September  30, 2008.
The  change in net  assets  was a result of the  decrease  in net  realized  and
unrealized  gains,  the decrease in investment  income and the decrease in total
expenses,  as discussed  above.  Net assets per share from operations  decreased
$0.09 per share  during the nine  month  period  ended  September  30,  2009 and
increased by $0.13 per share during the nine month  period ended  September  30,
2008.


LIQUIDITY AND CAPITAL RESOURCES

The Company had a zero cash balance at September  30, 2009 compared to $2,891 at
December 31, 2008. Current  liabilities  exceed current assets by $647,711.  The
Company had $348,364 in non  affiliate  investments  and $156,873 in  controlled
investments at September 30, 2009.  The Company  expects to raise capital and/or
sell assets to fund  working  capital for the next  twelve  months.  The Company
filed a new  Regulation E offering  circular  with the  Securities  and Exchange
Commission in the second quarter of 2009. The Company received a letter from the
Securities  and  Exchange   Commission   detailing  comments  on  the  Company's
Regulation  E filing in the second  quarter of 2009;  until  such  comments  are
cleared and any necessary changes are made, the Company will not be able to sell
securities  under  Regulation  E. In  response  to the SEC  letter,  the Company
terminated the offering.

The notes  payable of the Company  increased  from  $253,000 as of September 30,
2008 to $301,320 as of September 30, 2009. This net increase was attributable to
the  following:  (i) In the fourth quarter of 2008, the Company sold a $7,800 of
promissory  note to Theodore A.  Greenberg  the  proceeds of which were uses for
general  corporate  purposes (ii) In the first quarter of 2009, the Company sold
$8,820 in promissory notes to two  individuals,  the proceeds of which were used
for general  corporate  purposes  (iii) In the second  quarter 2009, the Company
sold $126,950 in promissory notes to two individuals, the proceeds of which were
used to repay  $75,000 in  existing  notes  payable  and for  general  corporate
purposes (iv) in the third quarter  2009, he a secured  lender  foreclosed on an
escrow  account  containing  200,000  shares  of  the  Company's  investment  in
Strategic Environmental and Energy Solutions and 250,000 shares of Company stock
pledged by the GHL Group, Ltd. whose controlling shareholder is Gregory Laborde,
an officer and director of the Company.

During the nine month period ended  September 30, 2009, the Company used $45,601
in operating activities.  During the nine month period ended September 30, 2008,
the Company used $353,335 in operating activities.  The decrease of $307,734 was
due to the Company's investments in Strategic  Environmental and Energy Services
and NPI08,  Inc. during the nine month period ended  September 30, 2008.  During
the nine month period ended  September  30, 2009,  the Company had a decrease in
other  assets of $5,556,  an  increase  in  accounts  payable of $35,602  and an
increase in accrued expenses of $44,868.

During the nine month periods ended September 30, 2009 and 2008, the Company did
not use or receive funds from investing activities. During the nine month period
ended  September  30,  2009,  the  Company  received  net funds of $42,710  from
financing  activities.  The Company  received funds of $135,770 from  promissory
notes,  repaid  $95,250 in  promissory  notes and $2,190  from sale of stock and
stock issued to repay notes payable and interest expense, net of offering costs.

                                      -22-
<PAGE>

During the nine month period ended September 30, 2008, the Company  received net
funds of $285,856 from its  financing  activities  that  included  $145,980 from
promissory notes,  repaid $25,000 in promissory notes, and $164,876 from sale of
stock, stock issued as part of the Company's investment in NPI08, Inc. and stock
issued  as part of a  settlement  with one of the  Company's  creditors,  net of
offering costs.

NEED FOR ADDITIONAL FINANCING

The Company had an operating  loss during the nine month period ended  September
30,  2009 and while the Company had an  operating  profit  during the nine month
period ended  September 30, 2008, the Company may have  operating  losses in the
future  unless  adequate  income can be  achieved  to meet  expenses.  While the
Company is seeking capital  sources for  investment,  there is no assurance that
sources can be found.

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

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover  expenses as they may be
incurred.  The  Company  filed a new  Regulation  E offering  circular  with the
Securities  and  Exchange  Commission  in the  second  quarter  of 2009 but that
offering  has  been  terminated  in  response  to a SEC  comment  letter  on the
offering.  Until such comments are cleared and any  necessary  changes are made,
the Company will not be able to sell securities under Regulation E.

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 2007 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

The  Company  may  raise  additional  capital  through  the  sale of its  equity
securities,  through an offering of debt securities,  or through borrowings from
financial institutions or individuals 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."


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable


                                      -23-
<PAGE>
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  September 30, 2009, 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.  Our internal control over financial  reporting includes
those policies and procedures that:

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

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

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

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 September 30, 2009. Based on this evaluation, our
management,  concluded that, as of September 30, 2009, our internal control over
financial  reporting was not effective due to material  weaknesses in the system
of internal control.

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

                                      -24-
<PAGE>

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  September  30,  2009 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 September 30, 2009, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                      -25-
<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

During the nine months ended  September 30, 2009,  the Company  granted  196,000
options to purchase  Company  stock at $0.50 per share and a term of 10 years to
an employee.

Exemption From Registration Claimed

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


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

None

ITEM 5. OTHER INFORMATION

None.

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


                                      -26-
<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: November 16, 2009          BY: /s/Gregory H. Laborde
                                  -------------------------
                                  Gregory H. Laborde,
                                  Principal Executive Officer,
                                  President & Chief Executive Officer



Dated: November 16, 2009          BY: /s/Theodore A. Greenberg
                                  ----------------------------
                                  Theodore A. Greenberg,
                                  Principal Accounting Officer,
                                  Chief Financial Officer,
                                  Chief Investment Officer &
                                  Secretary






















                                      -27-