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


                                   FORM 1O-QSB

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 2005
                              ---------------------------

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         EXCHANGE ACT OF 1934

For the transition period from ____________________ to _____________________

                        Commission file number 000-30999

                          Infinity Capital Group, Inc.
             (Exact name of registrant as specified in its charter)


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

7 Dey Street, Suite 900, New York, New York                   10007
-------------------------------------------                   -----
(Address of principal executive offices)                   (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of November 11, 2005, there were 5,695,487 shares of Common Stock,  $.001 par
value, outstanding.

Transitional Small Business Disclosure Format (Check One):


Yes ______                 No ___x____
                                 -

<PAGE>

                          INFINITY CAPITAL GROUP, INC.

                                      INDEX

                                                                       PAGE  NO.

Part I - Financial Information

     Item 1. Financial Statements (Unaudited)

         Consolidated Balance Sheets - September 30, 2005
                  and December 31, 2005                                       3

         Consolidated Statements of Operations - Three months and Nine months
                  ended    September 30, 2005 and 2004                        4

         Consolidated Statements of Cash Flows - Nine months ended
                  September 30, 2005 and 2004                                 5

         Consolidated Statement of Investments September 30, 2005             6

         Notes to Consolidated Financial Statements                           7

     Item 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                      9

     Item 3.  Controls and Procedures                                        11

Part II - Other Information

     Item 2.  Changes in Securities and Use of Proceeds                      12

     Item 6.  Exhibits                                                       12

         Signatures                                                          13



                                       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 footnote  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 April 30, 2004,  included in the Company's Form 10-KSB for April 30, 2004 and
the  financial  statements  filed in the  Company's  Form 8-K on May 5, 2005 for
Infinity Capital Group, Inc. for year ended December 31, 2004.



                                       2

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


                                                                     September. 30,    Dec. 31,
                                                                        2005             2004
                                                                    -------------    --------------
                                                                      Unaudited
                                     ASSETS
Current assets
<S>                                                                 <C>              <C>
      Cash                                                          $        629     $         987
      Accrued receivables                                                                   12,831
                                                                    -------------    --------------
             Total current assets                                            629            13,818
                                                                    -------------    --------------


      Investments in non-controlled affiliates (cost $174,411)           523,224         1,497,425
      Notes receivable - related parties                                                    24,639
      Other receivables - related parties                                  5,189               510
      Goodwill                                                            22,120
      Other assets                                                           262               262
                                                                    -------------    --------------
                                                                         550,795         1,522,836
                                                                    -------------    --------------

Total Assets                                                        $    551,424     $   1,536,654
                                                                    =============    ==============

                                   LIABILITIES

Current liabilities
      Accrued payables                                              $     69,802     $      34,377
      Due to related parties                                                                    20
      Notes payable                                                      146,834           192,500
      Deferred tax liability                                             120,000           451,770
                                                                    -------------    --------------
          Total current liabilties                                       336,636           678,667
                                                                    -------------    --------------

Total Liabilities                                                   $    336,636     $     678,667
                                                                    -------------    --------------

NET ASSETS (DEFICIT)                                                $    214,788     $     857,987
                                                                    =============    ==============

Composition of net assets
      Preferred stock, $.001 par value;
          10,000,000 shares authorized; none issued
          and outstanding                                           $          -     $           -
      Common stock, $.001 par value;
          100,000,000 shares authorized;
          5,695,487 & 5,335,237
          issued and outstanding                                           5,695             5,335
      Additional paid in capital                                         315,749           149,402
      Accumulated income (deficit)
         Accumulated net operating income (deficit)                     (476,134)         (286,067)
         Net realized gain (loss) on investments, net of tax             140,665           119,588
         Net unrealized increase (depreciation) of
             investments, net of deferred tax                            228,813           869,729
                                                                    -------------    --------------
Net Assets                                                          $    214,788     $     857,987
                                                                    =============    ==============

Net Asset Value Per Share                                           $       0.04     $        0.16
                                                                    =============    ==============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       3
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                      Quarter Ended                 Nine Months Ended
                                              September 30,   September 30,    September 30,     September 30,
                                                 2005            2004            2005              2004
                                              ------------    ------------     ----------        ----------
                                              Unaudited       Unaudited        Unaudited         Unaudited
Income from operations:
<S>                                           <C>             <C>              <C>               <C>
   Miscellaneous gain                         $         -               -                        $  15,000
   Investment income                                  638               1            672                 7
   Other                                            2,000               -          2,000               178
                                              ------------    ------------     ----------        ----------
                                                    2,638               1          2,672            15,185
                                              ------------    ------------     ----------        ----------

Expenses:
   Salaries and wages                                   -               -              -                 -
   Professional fees                                8,017          16,990         57,802            18,490
   Sales and marketing                                  -               -                                -
   General and administrative                       5,232         111,995        132,347           136,986
   Interest expense                                     -                          2,590
   Impairments                                          -               -              -                 -
   Minority income                                      -               -              -                 -
                                              ------------    ------------     ----------        ----------
                                                   13,249         128,985        192,739           155,476
                                              ------------    ------------     ----------        ----------

Loss from continuing operations
 before income taxes                              (10,611)       (128,984)      (190,067)         (140,291)
                                              ------------    ------------     ----------        ----------

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

      Net income (loss) from
        continuing operations                     (10,611)       (128,984)      (190,067)         (140,291)

Net realized and unrealized gains (losses):
   Net realized gain (loss) on investments,
     net of tax                                    21,077         140,097         21,077           140,097
   Change in unrealized increase (depreciation)
     of non-controlled affiliate investments,
     net of tx                                   (301,277)              -       (640,916)                -
                                              ------------    ------------     ----------        ----------

Net increase (decrease) in net assets
 from operations                              $  (290,811)    $    11,113      $(809,906)        $    (194)
                                              ============    ============     ==========        ==========

Net increase (decrease) in net assets per share
  From continuing operations
  Basic                                       $     (0.05)    $      0.00      $   (0.14)        $   (0.00)
  Diluted                                     $     (0.05)    $      0.00      $   (0.14)        $   (0.00)
                                              ============    ============     ==========        ==========

Weighted average number of
common shares outstanding
  Basic                                         5,695,478       5,104,246      5,695,478         5,104,246
  Diluted                                       5,695,478       5,730,996      5,695,478         5,730,996
                                              ============    ============     ==========        ==========
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       4
<PAGE>


<PAGE>

                         INFINITY CAPITAL GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                              Nine Months Ended
                                                                                   September 30,         September 30,
                                                                                         2005                 2004
                                                                                   -----------------     ----------------
                                                                                   Unaudited             Unaudited
Cash Flows From Operating Activities:
<S>                                                                                <C>                   <C>
     Net increase (decrease) in net assets from operations                         $       (809,906)     $       (11,307)

     Adjustments  to  reconcile  net  increase  (decrease)  in net  assets  from
     operations to net cash used in operating activities:
          Change in net unrealized (increase) depreciation of investments                   640,916
          Gain on sale of securities                                                        (21,077)
          Accrued receivables                                                                12,831
          Due from related parties                                                           (4,679)
          Other assets
          Accrued payables                                                                   35,425               (8,288)
          Due to related parties                                                                (20)
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               operating activities                                                        (146,510)             (19,595)
                                                                                   -----------------     ----------------

Cash Flows From Investing Activities:
      Goodwill                                                                     $        (22,120)
      Investment in securities                                                                           $       (12,500)
      Proceeds on sale of securities                                                         22,592
      Notes receivable - related parties                                                     24,639              (25,602)
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               investing activities                                                          25,111              (38,102)
                                                                                   -----------------     ----------------

Cash Flows From Financing Activities:
     Proceeds from notes payable                                                             68,334               28,500
     Sales of common stock                                                                   52,707               15,301
                                                                                   -----------------     ----------------
               Net cash provided by (used for)
               financing activities                                                         121,041               43,801
                                                                                   -----------------     ----------------

Net Increase (Decrease) In Cash                                                                (358)             (13,896)
Cash At The Beginning Of The Period                                                             987               13,896
                                                                                   -----------------     ----------------

Cash At The End Of The Period                                                      $            629      $             -
                                                                                   =================     ================

Schedule of noncash investing and financing activiies
      100,000 shares of common stock issued for note payable                       $         25,000
                                                                                   =================
      Notes payable contributed to additional paid in capital                      $         89,000
                                                                                   =================
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       5
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               September 30, 2005

<TABLE>
<CAPTION>

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


<S>  <C>         <C>                                                                               <C>               <C>
     2,500,000           Nov-04   Satellite Organizing Solutions, Inc.,
                                  publicly traded over over the counter,
                                  20.69% of net assets, communications & business
                                  systems design and consulting                                         $ 121,326         $ 218,750

       123,750           Jun-04   Heartland, Inc., publicly traded over the counter,
                                  6.63% of net assets, telecommunications                               $  10,985         $  51,874

     4,210,000           Aug-04   Midland International Corporation, publicly traded
                                  over the counter, telecommunications                                  $  42,100         $ 252,600
                                                                                                   --------------- -----------------

                                  TOTAL INVESTMENTS                                                     $ 174,411         $ 523,224
                                                                                                   =============== =================
</TABLE>
















                                       6
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
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, 2005, 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  2004 Annual Report
filed on dated  December 31,  2004.  The results of  operations  for the periods
ended  September  30,  2005  and  2004  are not  necessarily  indicative  of the
operating results for the full years.

Infinity Capital Group,  Inc.  (Company) has elected to be treated as a business
development  company  under the  Investment  Company  Act of 1940.  The  Company
intends to  identify  special  situation  investment  opportunities  in emerging
growth  companies  that  are in need  of an  expansion  or  mezzanine  round  of
financing.  Our investment objective is to maximize the portfolio's total return
by investing in the debt and/or equity  securities of emerging growth companies.
We also seek to provide our  stockholders  with current income on investments in
debt  securities and long-term  capital growth through the  appreciation  in the
value of warrants or other equity  instruments  that we may receive when we make
debt or equity investments.

NOTE 2 - INVESTMENTS

As of  September  30,  2005,  the Company has made three  investments  in target
companies that total approximately $175,000 in funded capital. We have completed
the following transactions:

Portfolio Company                 Date                  Investment        Cost
Satellite Organizing Solutions,   November 2004         Common stock     121,326
Inc.
Heartland, Inc.                   September 2004        Common stock      12,500
Midland International Corporation August 2004           Common stock      42,100
                                                                         -------
Total                                                                    175,926

As required by ASR 118, the  investment  committee of the company is required to
assign a fair value to all investments.  To comply with Section 2(a) (41) of the
Investment  Company Act and Rule 2a-4 under the  Investment  Company  Act, it is
incumbent upon the board of directors to satisfy themselves that all appropriate
factors relevant to the value of securities for which market  quotations are not
readily  available have been  considered and to determine the method of arriving
at the fair value of each such security. To the extent considered necessary, the
board may appoint persons to assist them in the determination of such value, and
to make the actual  calculations  pursuant to the board's  direction.  The board
must  also,  consistent  with  this  responsibility,   continuously  review  the
appropriateness  of the method  used in valuing  each issue of  security  in the

                                       7
<PAGE>

company's portfolio. The directors must recognize their responsibilities in this
matter and whenever  technical  assistance is requested from individuals who are
not directors,  the findings of such intervals must be carefully reviewed by the
directors in order to satisfy themselves that the resulting valuations are fair.

No single  standard for  determining  "fair  value...in  good faith" can be laid
down,  since fair value depends upon the  circumstances of each individual case.
As a general principle, the current "fair value" of an issue of securities being
valued by the board of  directors  would appear to be the amount which the owner
might  reasonably  expect to receive for them upon their current  sale.  Methods
which are in accord with this principle may, for example, be based on a multiple
of earnings,  or a discount from market of a similar freely traded security,  or
yield to maturity  with respect to debt issues,  or a  combination  of these and
other methods.  Some of the general factors which the directors  should consider
in determining a valuation method for an individual issue of securities include:

     1) the fundamental analytical data relating to the investment,

     2)  the  nature  and  duration  of   restrictions  on  disposition  of  the
securities, and

     3) an  evaluation  of the forces which  influence the market in which these
securities are purchased and sold.  Among the more specific factors which are to
be  considered  are:  type of security,  financial  statements,  cost at date of
purchase, size of holding, discount from market value of unrestricted securities
of the same class at time of  purchase,  special  reports  prepared by analysis,
information  as to any  transactions  or offers  with  respect to the  security,
existence of merger proposals or tender offers  affecting the securities,  price
and extent of public  trading in similar  securities of the issuer or comparable
companies, and other relevant matters.

The board has arrived at the  following  valuation  method for its  investments.
Where there is not a readily  available  source for determining the market value
of any investment,  either because the investment is not publicly traded,  or is
thinly traded, and in absence of a recent appraisal, the value of the investment
shall be based on the following criteria:

     1. Total amount of the  Company's  actual  investment  ("AI").  This amount
shall  include  all  loans,  purchase  price of  securities,  and fair  value of
securities given at the time of exchange.

     2. Total revenues for the preceding twelve months ("R").

     3. Earnings before interest, taxes and depreciation ("EBITD")

     4. Estimate of likely sale price of investment ("ESP")

     5. Net assets of investment ("NA")

     6. Likelihood of investment  generating  positive  returns (going concern).
The estimated value of each investment shall be determined as follows:

          o Where no or limited revenues or earnings are present, then the value
     shall be the greater of the investment's a) net assets,  b) estimated sales
     price, or c) total amount of actual investment.

                                       8
<PAGE>

          o Where revenues and/or earnings are present,  then the value shall be
     the greater of one time (1x)  revenues or three times (3x)  earnings,  plus
     the greater of the net assets of the  investment or the total amount of the
     actual investment.

          o Under both scenarios,  the value of the investment shall be adjusted
     down if there is a reasonable expectation that the Company will not be able
     to recoup the  investment  or if The Company has not  retained  independent
     appraisers to assist in the valuation of the portfolio  investments because
     the cost  was  determined  to be  prohibitive  for the  current  levels  of
     investments.

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

The Company,  post-merger  with Fayber Group,  Inc., has determined to change to
calendar year reporting, rather than fiscal year reporting as Fayber Group, Inc.
had maintained.

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

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

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

RESULTS OF  OPERATIONS  FOR THREE MONTHS ENDED  SEPTEMBER  30, 2005  COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 2004

During the three-month period ending September 30, 2005 the Company had revenues
of $2,638.  The Company had no revenue during the same three-month period ending
September 30, 2004.

The Company  incurred  expenses  for  professional  fees in the amount of $8,017
during the  three-month  period  ending  September  30, 2005 compared to $16,980
during the three-month  period ending  September 30, 2004. This is a decrease of
$8,973.

Other  general and  administrative  expenses for the  three-month  period ending
September 30, 2005 totaled $5,232 compared to $111,995 for the same  three-month
period ending  September 30, 2004. This represents a decrease in the three-month
period  ending  September  30,  2005 of  $106,763  over the same  period  ending
September 30, 2004.

                                       9
<PAGE>

Management fees and salaries during the three-month  period ending September 30,
2005 and September 30, 2004 totaled $0.

The  Company  had a net loss of  $(10,611)  for the  three-month  period  ending
September 30, 2005 as compared to a net loss of $(128,984)  for the  three-month
period ending September 30, 2004. This represents a decrease of $118,373 for the
three-month  period ending  September 30, 2005 compared to the same  three-month
period ending September 30, 2004. The loss per share for the quarter in 2005 was
$.05 compared to nominal in the same period in 2004.

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED TO NINE
MONTHS ENDED SEPTEMBER 30, 2004

During the nine-month  period ending September 30, 2005 the Company had revenues
of $2,672. The Company had revenues of $15,185 during the same nine-month period
ending September 30, 2004.

The Company  incurred  expenses for  professional  fees in the amount of $57,802
during the  nine-month  period  ending  September  30, 2005  compared to $18,490
during the nine-month  period ending  September 30, 2004. This is an increase of
$38,312.

Other  general and  administrative  expenses for the  nine-month  period  ending
September 30, 2005 totaled $132,347 compared to $136,986 for the same nine-month
period ending  September 30, 2004. This represents an decrease in the nine-month
period ending September 30, 2005 of $4,639 over the same period ending September
30, 2004.

The  Company  had a net  loss of  $190,067  for  the  nine-month  period  ending
September  30, 2005 as compared  to a net loss of  $140,291  for the  nine-month
period ending September 30, 2004. This represents an increase of $49,776 for the
nine-month  period ending  September  30, 2005  compared to the same  nine-month
period ending September 30, 2004. The loss per share was $.014 in the nine-month
period in 2005 compared to nominal in the same period in 2004.

LIQUIDITY AND CAPITAL RESOURCES

The Company has cash on hand at September  30, 2005 of $629 and no  receivables.
The Company  owns stock in three  small  public  companies  which it may sell in
increments for capital.  The Company has current  liabilities  of $336,636.  The
Company  expects to raise capital in connection  with its proposed  Regulation E
offering and  anticipates  that the funds  available  from this  offering  would
provide required working capital for the next twelve months.

The notes payable of the Company  decreased  during the quarter from $260,500 as
of June 30,  2005 to  $146,834 as of  September  30,  2005.  This  decrease  was
primarily attributable to the following:  (i) the forgiveness by Barry and Frank
Wien  ("Wien")  of $75,000 of the  $150,000  promissory  note due to them by the
Company;  (ii) the forgiveness by Wulf Rehder of the $14,000 promissory note due
to him by the Company;  (iii) the forgiveness by GHL Group,  Ltd, which is owned
by Gregory  H.  Laborde,  of  $25,000  of the debt due to GHL by the  Company in

                                       10
<PAGE>

connection  with the exercise of Class A Warrants;  and (iv) the  forgiveness by
Jeffrey Marcus of a $15,000 finder's fee due to him by the Company.

In connection with the forgiveness by Wien of the $75,000,  the maturity date of
the  remaining  $75,000 debt was  extended to February  20,  2006,  and Wien was
granted an additional  five and one-half  percent of the  post-merger  shares of
SOZG for an aggregate of twelve and one-half percent of the post-merger  shares.
GHL also issued Wien a promissory note in the amount of $75,000 due February 20,
2006, and this note is secured by 900,000 shares of the Company owned by GHL.

In connection  with the  forgiveness by Jeffrey  Marcus,  GHL issued to Marcus a
promissory  note in the amount of $15,000 due February 20, 2006, and secured the
note by the pledge of 50,000 shares of the Company owned by GHL.

In  connection  with the  forgiveness  by  Rehder,  GHL  issued  to  Rehder  its
promissory note in the amount of $14,000 due February 20, 2006.

GOING CONCERN

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

NEED FOR ADDITIONAL FINANCING

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

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

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

ITEM 3.  CONTROLS AND PROCEDURES

(a)      Evaluation of disclosure controls and procedures.

The principal  executive officer and principal  financial officer have evaluated
the Company's disclosure controls and procedures as of September 30, 2005. Based
on this  evaluation,  they conclude that the disclosure  controls and procedures
effectively ensure that the information  required to be disclosed in our filings

                                       11
<PAGE>

and submissions  under the Exchange Act is recorded,  processed,  summarized and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's rules and forms.

(b)      Changes in internal controls.

There have been no changes  during the quarter  ended  September 30, 2005 in the
Company's  internal  controls  over  financial  reporting  that have  materially
affected,  or are reasonably likely to materially affect,  internal control over
financial reporting.

Part II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On September  15, 2005,  the Company  issued  24,000 shares of Common Stock to a
shareholder  for the  exercise  of Class A Warrants  at $.25 per share for total
gross proceeds of $6,000.  The shares were issued pursuant to the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933.

On September 12, 2005,  the Company issued 100,000 shares of Common Stock to GHL
Group,  Ltd.  upon the exercise by GHL of Class A Warrants at $.25 per share for
total gross proceeds of $25,000. In lieu of paying cash upon the exercise of the
warrants,  the  outstanding  debt due to GHL from the Company was reduced in the
amount of  $25,000.  The shares  were  issued  pursuant  to the  exemption  from
registration set forth in Section 4(2) of the Securities Act of 1933.

ITEM 6.  EXHIBITS

4.1  Debt Restructuring Agreement dated as of September 30, 2005, by and between
     the Company, Barry Wien, Frank Wien, GHL Group. Ltd., and Jeffrey Marcus.

31   Certification of Chief Executive  Officer and Principal  Interim  Financial
     Officer  pursuant to Rule 13a-14(a)  under the  Securities  Exchange Act of
     1934.

32   Certification  by  the  Chief  Executive   Officer  and  Principal  Interim
     Financial  Officer  pursuant to 18 USC Section 1350, as adopted pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.


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<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  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.

Date:  November 14, 2005                     /s/ Gregory H. LaBorde
                                             -----------------------------------
                                             Gregory H. LaBorde,
                                             Chief Executive Officer and
                                             Principal Interim Financial Officer











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