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 JUNE 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  proceeding 12 months (or for such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                            Yes[_X_]                   No[__]

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

                                            Yes[__]                    No[__]


<PAGE>



Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer    [___]                Accelerated filer  [___]
Non-accelerated filer      [___]                Smaller reporting company [_X_]
(Do not check if a smaller
reporting company)

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                            Yes[__]                     No[_X_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

As of August 19, 2009 the number of shares outstanding of the registrant's class
of common stock was 6,554,891.


<PAGE>
<TABLE>
<CAPTION>



                                                 TABLE OF CONTENTS



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

Item 1. Financial Statements                                                                              2

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

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

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

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

         Statements of Changes in Net Assets for the Six Months Ended June 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             17

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                        20

Item 4. Controls and Procedures                                                                           20

Item 4T. Controls and Procedures                                                                          21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  - NOT APPLICABLE                                                               22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                       22

Item 3. Defaults upon Senior Securities - NOT APPLICABLE                                                  22

Item 4. Submission of Matters to a Vote of Security Holders - NOT APPLICABLE                              22

Item 5. Other Information                                                                                 22

Item 6. Exhibits                                                                                          22

Signatures                                                                                                23
</TABLE>




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

                                                                                              June              December
                                                                                            30, 2009            31, 2008
                                                                                         ---------------     ---------------
                                                                                          (Unaudited)          (Audited)

<S>                                                                                      <C>                 <C>
Assets

         Investments in noncontrolled affiliates (Cost - $212,134 and $228,439)          $      737,550      $      724,075
         Controlled Investments (Cost - $232,000)                                               156,873             244,852
         Promissory Note                                                                         52,477              27,477
         Cash                                                                                       138               2,891
         Deferred offering costs                                                                      -               4,608
         Other assets                                                                            19,133               9,775
                                                                                         ---------------     ---------------

                Total assets                                                             $      966,171      $    1,013,678
                                                                                         ===============     ===============

Liabilities

         Accounts payable                                                                $      279,090      $      266,417
         Accrued expenses payable                                                                79,284              56,889
         Notes payable                                                                          321,570             260,800
                                                                                         ---------------     ---------------

                Total liabilities                                                               679,944             584,106
                                                                                         ---------------     ---------------

Net Assets                                                                               $      286,227      $      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 6,554,891 and
                6,513,399 issued and outstanding, respectively                           $        6,555      $        6,513


         Additional paid-in capital                                                             805,900             765,756
         Accumulated income (deficit)
                Accumulated net operating (deficit)                                          (1,018,668)           (866,226)
                Net realized gain on investments, net of tax                                    186,117             178,794
                Net unrealized increase of investments, net of tax                              306,323             344,735
                                                                                         ---------------     ---------------

Net Assets                                                                               $      286,227      $      429,572
                                                                                         ===============     ===============

Net Asset Value Per Share                                                                $         0.04      $         0.07
                                                                                         ===============     ===============
</TABLE>



     The accompanying notes are an integral part of the financial statements

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


                                                              For the Quarter Ended               For the Six Months Ended
                                                                    June 30,                               June 30,
                                                              2009             2008                2009               2008
                                                          -------------    --------------     ---------------    ---------------
Investment Income
<S>                                                       <C>              <C>                <C>                <C>
         Interest Income                                           553               465               1,071                466
                                                          -------------    --------------     ---------------    ---------------

Total Investment Income                                            553               465               1,071                466
                                                          -------------    --------------     ---------------    ---------------

Expenses
         Salaries and wages                                     25,914             6,000              62,995             12,000
         Management fees                                        11,626            14,544              22,730             25,234
         Professional fees                                       4,000            28,943              18,988             48,865
         General and administrative                             11,346            17,119              19,622             28,848
         Interest & Settlement Costs                             8,348             2,941              13,164             47,843
                                                          -------------    --------------     ---------------    ---------------

Total Expenses                                                  61,234            69,547             137,499            162,790
                                                          -------------    --------------     ---------------    ---------------

Net Investment Income (Loss) before taxes                      (60,681)          (69,082)           (136,428)          (162,324)
                                                          -------------    --------------     ---------------    ---------------

Provision for income tax                                        21,844           (22,485)             16,015           (221,598)
                                                          -------------    --------------     ---------------    ---------------

Net investment income (loss)                                   (82,525)          (46,597)           (152,443)            59,274

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                                7,323               546               7,323              7,882
     Net change in unrealized increase (decrease),
       net of tax                                              (49,726)          466,683             (38,410)           973,745
                                                          -------------    --------------     ---------------    ---------------

Net realized and unrealized gains (losses)                     (42,403)          467,229             (31,087)           981,627
                                                          -------------    --------------     ---------------    ---------------

Net increase (decrease) in net assets
     from operations                                      $   (124,928)    $     420,632      $     (183,530)    $    1,040,901
                                                          =============    ==============     ===============    ===============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                   $      (0.02)    $        0.07      $        (0.03)    $         0.17
  Diluted                                                 $      (0.02)    $        0.07      $        (0.03)    $         0.16
                                                          =============    ==============     ===============    ===============

Weighted average number of shares outstanding
  Basic                                                      6,520,314         6,292,417           6,516,857          6,269,508
  Diluted                                                    6,520,314         6,332,917           6,516,857          6,310,008
                                                          =============    ==============     ===============    ===============
</TABLE>

     The accompanying notes are an integral part of the financial statements

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

                                                                                            For the Six Months Ended
                                                                                         June 30,              June 30,
                                                                                           2009                  2008
                                                                                       --------------       ---------------

Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
     Net (decrease) increase in net assets from operations                             $    (183,530)       $    1,040,901

     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                      58,198            (1,475,372)
        Proceeds from disposition of investment securities                                    27,400                33,960
        Realized gain on investments, pre-tax                                                (11,095)              (11,942)
        Net purchase of investments                                                                -              (338,016)
        Loan receivable and accrued interest                                                 (26,071)               24,020
        Depreciation and amortization                                                            698                   462
        Deferred offering costs                                                                4,608                     -
        Grant of stock options to employees                                                   34,995                     -
        Other assets                                                                          (8,984)                3,524
        Accounts payable                                                                      12,673                48,862
        Accrued interest and expenses payable                                                 22,395                15,482
        Deferred Taxes Payable                                                                     -               284,088
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  operating activities                                                       (68,713)             (374,031)
                                                                                       --------------       ---------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from notes payable                                                          135,770               145,980
        Payments on notes payable                                                            (75,000)
        Stock issued to purchase investment                                                                         82,000
        Sale of stock, net of offering costs                                                  (1,608)               39,200
        Stock issued for note repayment and interest                                           6,798
        Stock issued pursuant to settlement                                                                         39,840
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  financing activities                                                        65,960               307,020
                                                                                       --------------       ---------------

Decrease in Cash                                                                              (2,753)              (67,011)
Cash and Cash Equivalents - Beginning of Period                                                2,891                67,609
                                                                                       --------------       ---------------
Cash and Cash Equivalents - End of Period                                              $         138        $          598
                                                                                       ==============       ===============
</TABLE>


     The accompanying notes are an integral part of the financial statements

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

                       Original
                        Date of                                                               Original               Fair
  Shares    Warrants   Acquisition                                                              Cost                 Value
-----------------------------------------                                                     ----------          ------------
<S>         <C>        <C>               <C>                                                  <C>                 <C>
                                         Common stock in controlled affiliates,
                                         55% of net assets

 6,203,960              Jun-08           NPI08, Inc. publicly traded over the counter,        $ 232,000           $   156,873
                                         55% of net assets, education and college
                                         preparation company (1)                              ----------          ------------

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


                                         Noncontrol Affiliate Investments,
                                         258% of net assets


   528,125 (2)          Nov-04           Strategic Environmental & Energy Resources, Inc.     $ 115,198           $   589,660
   100,000 (3)          Mar-08           publicly traded over the counter,                       65,221               111,651
             125,000    Mar-08           provider of technology-based industrial services        24,490                35,819
                                         in the environmental, energy and rail transport,
                                         258% of net assets (4)

   717,500              Aug-04           Lumonall, Inc. publicly traded over the counter,     $   7,225           $       420
                                         global supplier of photoluminescent products,
                                         0% of net assets (5)                                 ----------          ------------

                                         Subtotal                                             $ 212,134           $   737,550
                                                                                              ----------          ------------


                                         TOTAL INVESTMENTS                                    $ 444,134           $   894,423
                                                                                              ==========          ============


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

     The accompanying notes are an integral part of the financial statements

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



                                                                                    SIX MONTHS              YEAR ENDED
                                                                                  ENDED JUNE 30,              DEC. 31,
                                                                                       2009                    2008
                                                                                 ------------------     -------------------
                                                                                     UNAUDITED               AUDITED
<S>                                                                              <C>                    <C>
Changes in net assets from operations:
     Net investment loss                                                         $        (152,443)     $         (170,628)
     Net realized gain (loss) on investments, net of tax                                     7,323                 (28,410)
     Net change in unrealized increase (decrease), net of tax                              (38,410)                292,651
                                                                                 ------------------     -------------------

           Net (decrease) increase in net assets from operations                          (183,530)                 93,612
                                                                                 ------------------     -------------------

CAPITAL STOCK TRANSACTIONS:
     Proceeds from issuance of common stock, net of offering costs                          (1,608)                175,001
     Issuance of common stock for debt and interest                                          6,798                       -
     Grant of employee stock options                                                        34,995                  56,205
                                                                                 ------------------     -------------------

           Net increase in net assets from stock transactions                               40,185                 231,206
                                                                                 ------------------     -------------------

Net (decrease)increase in net assets                                                      (143,345)                324,818
Net assets at beginning of year                                                            429,572                 104,754
                                                                                 ------------------     -------------------

NET ASSETS AT END OF PERIOD                                                      $         286,227      $          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
                                  JUNE 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 dated
August 14, 2009 detailing  comments on the Company's  Regulation E filing in the
second  quarter of 2009.  The Company is  reviewing  the  comments  and if it is
determined  the Company has a material  weakness in its  internal  control  over
financial  reporting,  this will be noted in future filings and the Company will
take  corrective  action to insure  adequate  internal  control  over  financial
reporting is in place.


                                       8
<PAGE>

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

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (continued)

The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
June 30,  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
June 30, 2009 and 2008 are not necessarily  indicative of the operating  results
for the full years.

GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company's  current
liabilities exceed the current assets by $608,196 at June 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In  December  2007,  the FASB  issued  FASB  Statement  No. 160  "Noncontrolling
Interests  in  Consolidated  Financial  Statements - an amendment of ARB No. 51"
("SFAS No. 160"),  which causes  noncontrolling  interests in subsidiaries to be
included  in the  equity  section of the  balance  sheet.  SFAS No. 160  applies
prospectively  to business  combinations for which the acquisition date is on or
after the beginning of the first annual  reporting  period beginning on or after
December 15, 2008,  except for the  presentation  and  disclosure  requirements,
which shall be applied  retrospectively  for all periods presented.  The Company
will adopt this standard at the  beginning of the  Company's  fiscal year ending
December 31, 2008 for all prospective business acquisitions. The Company has not
determined  the  effect  that  the  adoption  of SFAS No.  160 will  have on the
financial results of the Company.

                                       9
<PAGE>

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

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (continued)

In March 2008, the Financial  Accounting Standards board (FASB) issued Statement
of  Financial  Accounting  Standards  No.  161,  "Disclosures  about  Derivative
Instruments and Hedging Activities" (SFAS 161). SFAS 161 is effective for fiscal
years and interim  periods  beginning after November 15, 2008. SFAS 161 requires
enhanced disclosures about Fund's derivative and hedging activities.  Management
is  currently  evaluating  the impact the  adoption of SFAS 161 will have on the
Company's financial statement disclosures.

The FASB has revised SFAS No. 141. This revised  statement  establishes  uniform
treatment for all acquisitions.  It defines the acquiring company. The statement
further requires an acquirer to recognize the assets  acquired,  the liabilities
assumed,  and any  non-controlling  interest in the acquired at the  acquisition
date,  measured at their fair  market  values as of that date.  It requires  the
acquirer  in  a  business  combination  achieved  in  stages  to  recognize  the
identifiable assets and liabilities,  as well as the non-controlling interest in
the  acquired,  at the full amounts of their fair  values.  This changes the way
that  minority  interest is recorded  and  modified as a parent's  interest in a
subsidiary   changes  over  time.   This  statement  also  makes   corresponding
significant amendments to other standards that related to business combinations,
namely,  109, 142 and various EITF's.  This statement  applies  prospectively to
business  combinations  for  which  the  acquisition  date  is on or  after  the
beginning of the first annual  reporting  period  beginning on or after December
15, 2008. The Company believes the  implementation of this standard will have no
effect on our financial statements.

In May 2008,  FASB  issued  SFAS  162,  "The  Hierarchy  of  Generally  Accepted
Accounting  Principles".  Effective 60 days  following the SEC's approval of the
Public  Company  Accounting  Oversight  Board  amendments to AU Section 411, The
Meaning of Present  Fairly in  Conformity  With  Generally  Accepted  Accounting
Principles.  The Board  does not expect  that this  Statement  will  result in a
change in current practice. However, transition provisions have been provided in
the  unusual  circumstance  that  the  application  of the  provisions  of  this
Statement   results  in  a  change  in  practice.   The  Company   believes  the
implementation of this standard will have no effect on our financial statements.

In May,  2008 FASB issued SFAS 163.  This  Statement  requires that an insurance
enterprise  recognize a claim  liability  prior to an event of default  (insured
event)  when there is  evidence  that credit  deterioration  has  occurred in an
insured  financial  obligation.  This  Statement also clarifies how Statement 60
applies to financial  guarantee insurance  contracts,  including the recognition
and measurement to be used to account for premium revenue and claim liabilities.
Those  clarifications  will  increase  comparability  in financial  reporting of
financial guarantee insurance contracts by insurance enterprises. This Statement
requires expanded disclosures about financial guarantee insurance contracts. The
Company believes the  implementation of this standard will have no effect on our
financial statements.

                                       10
<PAGE>

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

NOTE 2 - INVESTMENTS

As of June 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, Inc.                                                     June 2008             Common stock                   232,000
-------------------------------------------------------- ------ ------------------ -- ----------------------- --- -----------
TOTAL                                                                                                                592,936
-----------------------------------------------------------------------------------------------------------------------------
*In January  2008,  Satellite  Organizing  Solutions,  Inc.  changed its name to
Strategic Environmental & Energy Resources, Inc.
-----------------------------------------------------------------------------------------------------------------------------
**On July 18, 2005, Azonic Corporation changed its name to Midland International
Corporation.  On August 16, 2007, Midland  International Corporation changed its
name to Lumonall, Inc.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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


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

NOTE 2 - INVESTMENTS (continued)

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

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

     1)   Management reviews all investments and summarizes current status:

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

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

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

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


                                       12
<PAGE>

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

NOTE 2 - INVESTMENTS (continued)

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity  securities owned at June 30, 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

The  Company  for the six ended  June 30,  2009 and 2008  incurred  expenses  of
approximately  $22,730 and $25,234  respectively to a company affiliated through
an Officer & Director for management fees and expenses.


NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During  the six  months  ended  June 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.

As of June 30, 2009 $195,820 in notes payable plus related accrued  interest are
in default for lack of  repayment  by their due date.  For the six month  period
ended June 30, 2009 the Company  incurred  interest  expense on notes payable of
$13,164.

NOTE 5 - STOCKHOLDERS' EQUITY

During the six months  ended June 30, 2009 the Company  issued  7,500  shares of
common  stock for cash,  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.

                                       13
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2009
                                   (Unaudited)

NOTE 6 - STOCK BASED COMPENSATION PLANS

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123R, "Share-Based Payment," using the fair value recognition provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation."  The Company  recognized
expense  under SFAS No. 123R in the amount of $34,995  for the six months  ended
June 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 six months ended June 30, 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 six months ended June 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 six months ended June 30, 2009:

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

                                       14
<PAGE>

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

NOTE 6 - STOCK BASED COMPENSATION PLANS (continued)

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          9.10
Granted                                196,000            0.50          9.55
Exercised                                    -               -             -
Forfeited/expired                            -               -             -
                                    -----------   -------------  -------------
Outstanding options at 6/30/09         600,000    $       0.70          9.23
                                    ===========   -------------  -------------

Exercisable on 6/30/09                 454,000    $       0.77          9.14

The options have a contractual term of ten years. The aggregate  intrinsic value
of shares  outstanding  and  exercisable  was $0 at June 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 six months ended June 30, 2009 as no options were exercised  during this
period.

At June 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 June 30, 2009.

                                       15
<PAGE>


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

NOTE 7 - EMPLOYMENT CONTRACTS

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 - FINANCIAL HIGHLIGHTS

The  following  is a schedule of financial  highlights  for the six month period
ended June 30, 2009 and the year ended December 31, 2008.
<TABLE>
<CAPTION>

                                                      SIX MONTHS ENDED   YEAR ENDED
                                                           JUN 30,         DEC 31,
                                                            2009            2008
                                                        -------------   -------------
<S>                                                     <C>             <C>
Per share information
Net asset value, beginning of period                            0.07            0.02
                                                        -------------   -------------

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

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

Net asset (deficit) value, end of period                        0.04            0.07
                                                        =============   =============

Per share market value, end of period(2)                $       0.40    $       0.50

Total Return Based Upon Net Asset Value                         -41%             62%

Ratios and Supplemental Data
Net assets (deficit), end of year/period                     286,227         429,572
Common shares outstanding at end of year                   6,554,891       6,513,399
Diluted weighted average number of
   shares outstanding during the year                      6,516,857       6,573,138
Ratio of expenses to average net assets (3)                       69%             41%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (3)                     -94%             12%
Average Debt Outstanding                                     283,997         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)  Shares are thinly traded, price shown is last trade prior to statement date
(3)  Annualized for interim period
</TABLE>
                                       16
<PAGE>

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

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

OVERVIEW

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

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

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

The Company received a letter from the Securities and Exchange  Commission dated
August 14, 2009 detailing  comments on the Company's  Regulation E filing in the
second  quarter of 2009.  The Company is  reviewing  the  comments  and if it is
determined  the Company has a material  weakness in its  internal  control  over
financial  reporting,  this will be noted in future filings and the Company will
take  corrective  action to insure  adequate  internal  control  over  financial
reporting is in place.

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.

                                       17
<PAGE>
RESULTS OF OPERATIONS

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

The Company  recognized $553 in investment  income during the three month period
ended June 30, 2009.  During the three month  period  ended June 30,  2008,  the
Company  recognized  investment income of $465. The increase of $88 was a result
of interest income.

Total  expenses  during the three month  period ended June 30, 2009 were $61,234
compared  to $69,547  during the three month  period  ended June 30,  2008.  The
decrease  of $8,313 was a result of a decrease of $24,943 in  professional  fees
related to the one time use of a project  consultant  and a decrease  in general
and  administrative  costs of  $5,773.  The  decrease  was  offset  by a $19,914
increase in salaries and wages  resulting from accrued salary and a stock option
grant to Joseph M.  Chiappetta who joined the Company in 2009 and an increase of
$5,407 in interest expense and settlement costs.

During  the three  month  period  ended June 30,  2009,  the  Company  had a net
investment  loss of $82,525  compared to a net investment loss of $46,597 in the
three month  period  ended June 30,  2008.  The  increased  loss of $35,298 is a
result of a change in provision for income tax of $44,329  resulting  from lower
cumulative  offset of net operating losses against  unrealized  investment gains
offset by the $8,313 decrease in total expenses, described above.

During the three month period ended June 30, 2009,  the Company had net realized
and unrealized  losses of $42,403  compared to net realized and unrealized gains
of $467,229  during the three month period ended June 30, 2008.  The decrease of
$509,632  was a result of gains in the three  month  period  ended June 30, 2008
from the Company's  investment in Strategic  Environmental  and Energy Solutions
which did not repeat in the three month period ended June 30, 2009.

During  the three  month  period  ended June 30,  2009,  the  Company  had a net
decrease in net assets from operations of $124,928 compared to a net increase in
net assets of $420,632  during the three month period  ended June 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 $0.02 per share
during the three month  period  ended June 30, 2009 and  increased  by $0.07 per
share during the three month period ended June 30, 2008.

FOR THE SIX MONTH  PERIOD  ENDED JUNE 30, 2009  COMPARED TO THE SIX MONTH PERIOD
ENDED JUNE 30, 2008.

The Company  recognized  $1,071 in investment income during the six month period
ended June 30,  2009.  During the six month  period  ended  June 30,  2008,  the
Company recognized  investment income of $466. The increase of $605 was a result
of interest income.

Total  expenses  during the six month period  ended June 30, 2009 were  $137,499
compared  to  $162,790  during the six month  period  ended June 30,  2008.  The
decrease of $25,291 was a result of a decrease of $29,877 in  professional  fees
related to the one time use of a project  consultant,  a decrease in general and
administrative costs of $9,226 and a decrease of $34,679 in interest expense and
settlement  costs. The decrease was offset by a $50,995 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 six  month  period  ended  June  30,  2009,  the  Company  had a net
investment loss of $152,443  compared to net investment income of $59,274 in the
six month period ended June 30, 2008. The increased loss of $211,717 is a result
of a change in  provision  for  income  tax of  $237,613  resulting  from  lower
cumulative  offset of net operating losses against  unrealized  investment gains
offset by the $25,291 decrease in total expenses, described above.

During the six month period  ended June 30,  2009,  the Company had net realized
and unrealized  losses of $31,087  compared to net realized and unrealized gains
of $981,627  during the six month period  ended June 30,  2008.  The decrease of

                                       18
<PAGE>
$1,012,714  was a result of gains in the six month  period  ended June 30,  2008
from the Company's  investment in Strategic  Environmental  and Energy Solutions
which did not repeat in the six month period ended June 30, 2009.

During the six month period ended June 30, 2009,  the Company had a net decrease
in net assets  from  operations  of $183,530  compared to a net  increase in net
assets of $1,040,901 during the six month period ended June 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 $0.03 per share
during the six month period ended June 30, 2009 and increased by $0.17 per share
during the six month period ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

The  Company had a cash  balance at June 30, 2009 of $138  compared to $2,891 at
December 31, 2008. Current  liabilities  exceed current assets by $608,196.  The
Company had $737,550 in  non-controlled  affiliate  investments  and $156,873 in
controlled investments at June 30, 2009. The Company expects to raise capital in
connection with a Regulation E offering and anticipates that the funds available
from the offering  would provide  required  working  capital for the next twelve
months.  The  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  dated August 14,
2009  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.

The notes payable of the Company  increased from $260,800 as of June 30, 2008 to
$321,570  as of June  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.

During the six month  period  ended June 30,  2009,  the Company used $68,713 in
operating  activities.  During the six month  period  ended June 30,  2008,  the
Company used $374,031 in operating activities.  The decrease of $305,318 was due
to the Company's investments in Strategic  Environmental and Energy Services and
NPI08,  Inc.  during the six month period  ended June 30,  2008.  During the six
month period ended June 30, 2009,  the Company had a increase in other assets of
$8,984,  an increase  in accounts  payable of $12,673 and an increase in accrued
expenses of $22,395.

During the six month  period  ended June 30,  2009,  the  Company did not use or
receive funds from investing activities.  During the six month period ended June
30, 2009, the Company  received net funds of $65,960 from financing  activities.
The Company received funds of $135,770 from promissory notes,  repaid $75,000 in
promissory  notes and $5,190 from sale of stock and stock  issued to repay notes
payable and interest expense, net of offering costs. During the six month period
ended June 30, 2008,  the Company  received funds of $307,820 from its financing
activities that included  $145,980 from promissory notes, and $161,040 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 six month  period  ended June 30,
2009 and while the Company had an operating  profit  during the six month period
ended June 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 has experienced
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

                                       19
<PAGE>
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.

GOING CONCERN

The Company has a deficit in working capital and assets,  which may be illiquid.
Management  plans to fund  operations of the Company  through  interest  bearing
advances from existing  shareholders and the sale of its securities including in
its  Regulation E offering,  until such time as a business  combination or other
profitable investment may be achieved.

There are no written  agreements in place for such funding,  and there can be no
assurance that such funding will be available in the future.

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

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

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


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable


ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods  specified in the SEC rules and forms, and that such information is
accumulated and  communicated  to our management,  including the Chief Executive
Officer as appropriate to allow timely decisions regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls and  procedures  as defined in Exchange Act Rules  13a-14(c) as of June
30, 2009 (the  "Evaluation  Date") concluded that as of the Evaluation Date, the
Company's  disclosure  controls  and  procedures  were  effective to ensure that
material  information  relating  to the  Company  would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods specified in the SEC's rules and forms.


                                       20
<PAGE>
The Company received a letter from the Securities and Exchange  Commission dated
August 14, 2009 detailing  comments on the Company's  Regulation E filing in the
second  quarter of 2009.  The Company is  reviewing  the  comments  and if it is
determined  the Company has a material  weakness in its  internal  control  over
financial  reporting,  this will be noted in future filings and the Company will
take  corrective  action to insure  adequate  internal  control  over  financial
reporting is in place.

ITEM 4T. CONTROLS AND PROCEDURES

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

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

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

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

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

Management's  assessment  of  the  effectiveness  of the  Registrant's  internal
control over  financial  reporting is as of the quarter  ended June 30, 2009. We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

The Company received a letter from the Securities and Exchange  Commission dated
August 14, 2009 detailing  comments on the Company's  Regulation E filing in the
second  quarter of 2009.  The Company is  reviewing  the  comments  and if it is
determined  the Company has a material  weakness in its  internal  control  over
financial  reporting,  this will be noted in future filings and the Company will
take  corrective  action to insure  adequate  internal  control  over  financial
reporting is in place.

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


                                       21
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

During the six months ended June 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
officer of the Company.

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

The Company received a letter from the Securities and Exchange  Commission dated
August 14, 2009 detailing  comments on the Company's  Regulation E filing in the
second  quarter of 2009.  The Company is  reviewing  the  comments  and if it is
determined  the Company has a material  weakness in its  internal  control  over
financial  reporting,  this will be noted in future filings and the Company will
take  corrective  action to insure  adequate  internal  control  over  financial
reporting is in place.

ITEM 6. EXHIBITS

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

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

      31.1                   Section 302 Certification - CEO

      31.2                   Section 302 Certification - CFO

      32.1                   Section 906 Certification - CEO

      32.2                   Section 906 Certification - CFO

                                       22
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





                                             INFINITY CAPITAL GROUP, INC.
                                         -------------------------------------
                                                    (Registrant)




Dated: August 19, 2009                    BY: /s/Gregory H. Laborde
                                          -------------------------------------
                                          Gregory H. Laborde,
                                          Principal Executive Officer,
                                          President & Chief Executive Officer



Dated: August 19, 2009                    BY: /s/Theodore A. Greenberg
                                          -------------------------------------
                                          Theodore A. Greenberg,
                                          Principal Accounting Officer,
                                          Chief Financial Officer,
                                          Chief Investment Officer &
                                          Secretary
















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