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, 2010

                                    or

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

      For the Transition period from _______________ to ______________


                        COMMISSION FILE NUMBER: 814-00708


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

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

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

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

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


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

                                            Yes[_X_]                   No[__]

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

                                            Yes[__]                    No[__]


<PAGE>


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

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

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

                                            Yes[__]                    No[_X_]

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

As of August 11, 2010 the number of shares outstanding of the registrant's class
of common stock was 6,547,391.


<PAGE>
<TABLE>
<CAPTION>



                                            TABLE OF CONTENTS



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

         Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009 (Audited)                   3

         Statements of Operations (Unaudited) for the Three and Six Months Ended
         June 30, 2010 and 2009                                                                           4

         Statements of Cash Flows (Unaudited) for the Six Months Ended
         June 30, 2010 and 2009                                                                           5

         Schedule of Investments as of June 30, 2010 (Unaudited)                                          6

         Statements of Changes in Net Assets for the Six Months Ended June 30, 2010
         (Unaudited) and the Year Ended December 31, 2009 (Audited)                                       7

         Notes to Financial Statements (Unaudited)                                                        8

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                        23

Item 4. Controls and Procedures                                                                           23

Item 4T. Controls and Procedures                                                                          23

PART II - OTHER INFORMATION

Item 1. Legal Proceedings  - NOT APPLICABLE                                                               25

Item 1A.  Risk Factors -  NOT APPLICABLE                                                                  25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - NOT APPLICABLE                      25

Item 3. Defaults upon Senior Securities - NOT APPLICABLE                                                  25

Item 4. Removed and Reserved                                                                              25

Item 5. Other Information - NOT APPLICABLE                                                                25

Item 6. Exhibits                                                                                          25

Signatures                                                                                                26
</TABLE>





                                      -1-
<PAGE>

PART I. FINANCIAL INFORMATION
-----------------------------

ITEM 1. FINANCIAL STATEMENTS
----------------------------

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

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

The financial  statements  have been prepared by Infinity  Capital  Group,  Inc.
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information and footnotes  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include all the adjustments  which, in the opinion of management,  are necessary
for a fair  presentation  of financial  position and results of operations.  All
such  adjustments  are  of  a  normal  and  recurring  nature.  These  financial
statements should be read in conjunction with the audited  financial  statements
at December 31, 2009, included in the Company's Form 10-K.






























                                      -2-

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              June              December
                                                                                            30, 2010            31, 2009
                                                                                         ---------------     ---------------
                                                                                          (Unaudited)          (Audited)
<S>                                                                                      <C>                 <C>

Assets

         Non Affiliated Investments (Cost - $159,755 and $159,005)                       $      181,481      $      104,926
         Promissory Note                                                                         50,730              50,730
         Stock Sale Receivable                                                                        -             110,750
         Cash                                                                                    12,706               1,002
         Other assets                                                                            11,016               7,353
                                                                                         ---------------     ---------------

                Total assets                                                             $      255,933      $      274,761
                                                                                         ===============     ===============

Liabilities

         Accounts payable nonaffiliates                                                  $      274,204      $      276,514
         Accrued expenses payable others                                                         51,168              53,374
         Notes payable others                                                                   140,520             164,020
         Total Payable To Officers & Directors                                                  211,404             223,737
                                                                                         ---------------     ---------------

                Total liabilities                                                               677,296             717,645
                                                                                         ---------------     ---------------

Net Assets                                                                               $     (421,364)     $     (442,884)
                                                                                         ===============     ===============


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


         Additional paid-in capital                                                             797,138             820,735
         Accumulated income (deficit)
                Accumulated net operating (deficit), net of tax                              (1,297,084)         (1,273,783)
                Net realized gain on investments, net of tax                                     57,696              57,696
                Net unrealized increase (decrease) of investments, net of tax                    14,339             (54,079)
                                                                                         ---------------     ---------------

Net Assets                                                                               $     (421,364)     $     (442,884)
                                                                                         ===============     ===============

Net Asset Value Per Share                                                                $        (0.06)     $        (0.07)
                                                                                         ===============     ===============
</TABLE>









     The accompanying notes are an integral part of the financial statements

                                      -3-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                          For the Three Months  Ended         For the Six Months Ended
                                                                   June 30,                           June 30,
                                                             2010             2009             2010             2009
                                                          ------------    -------------    --------------   --------------
<S>                                                       <C>             <C>              <C>              <C>
Investment Income
         Interest Income                                  $       875     $        553     $       1,771    $        1071
         Forgiveness of Debt                                        -                -            10,000                -
                                                          ------------    -------------    --------------   --------------
Total Investment Income                                           875              553            11,771            1,071
                                                          ------------    -------------    --------------   --------------
Expenses
         Salaries and wages                                     6,000           25,914            12,000           62,995
         Waiver of Salaries                                    (6,000)               -           (12,000)               -
         Stock Option Forfeiture                                    -                -           (23,597)               -
         Management fees                                       22,500           22,500            45,000           45,000
         Waiver of Management Fees                            (22,500)         (10,874)          (45,000)         (22,270)
         Professional fees                                      4,865            4,000            46,602           18,988
         General and administrative                             3,344           11,346             7,292           19,622
         Interest Expense                                       6,090            8,348            12,163           13,164
                                                          ------------    -------------    --------------   --------------
Total Expenses                                                 14,299           61,234            42,460          137,499
                                                          ------------    -------------    --------------   --------------

Net Investment Income (Loss) before taxes                     (13,424)         (60,681)          (30,689)        (136,428)
Provision for income tax, all deferred                          1,156           21,844            (7,387)          16,015
                                                          ------------    -------------    --------------   --------------

Net investment income (loss)                                  (14,580)         (82,525)          (23,302)        (152,443)
                                                          ------------    -------------    --------------   --------------
Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
        all Non-affilates                                           -           11,095                 -           11,095
       Deferred tax on realized gains                               -           (3,772)                -           (3,772)
                                                          ------------    -------------    --------------   --------------
     Net realized gain (loss), net of tax                           -            7,323                 -            7,323
                                                          ------------    -------------    --------------   --------------
     Net change in unrealized increase (decrease),
        Affilates                                                   -             (333)                -          (87,979)
     Net change in unrealized increase (decrease),
        Non-affilates                                          (3,400)         (75,010)           75,805           29,782
                                                          ------------    -------------    --------------   --------------

     Net change in unrealized increase (decrease),             (3,400)         (75,343)           75,805          (58,197)
       Deferred tax on change in unrealized                    (1,156)         (25,617)            7,387          (19,787)
                                                          ------------    -------------    --------------   --------------

     Net change in unrealized, net of tax                      (2,244)         (49,726)           68,418          (38,410)
                                                          ------------    -------------    --------------   --------------

Net realized and unrealized gains (losses)                     (2,244)         (42,403)           68,418          (31,087)
                                                          ------------    -------------    --------------   --------------
Net increase (decrease) in net assets
     from operations                                      $   (16,824)    $   (124,928)    $      45,116    $    (183,530)
                                                          ============    =============    ==============   ==============
Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                                   $     (0.00)    $      (0.02)    $        0.01    $       (0.03)
  Diluted                                                 $     (0.00)    $      (0.02)    $        0.01    $       (0.03)
                                                          ============    =============    ==============   ==============
Weighted average number of shares outstanding
  Basic                                                     6,547,391        6,520,314         6,547,391        6,516,857
  Diluted                                                   6,547,391        6,520,314         6,547,391        6,516,857
                                                          ============    =============    ==============   ==============
</TABLE>
       The accompanying notes are an integral part of the financial statements
                                      -4-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            For the Six Months Ended
                                                                                         June 30,              June 30,
                                                                                           2010                  2009
                                                                                      --------------       ---------------

<S>                                                                                   <C>                  <C>

Cash Flows from Operating Activities:
     Net increase (decrease) in net assets from operations                            $       45,116       $      (183,530)

     Adjustments to reconcile net increase (decrease) in net assets
     from operations to net cash used in operating activities
        Change in unrealized increase of investments, pre-tax                                (75,805)               58,198
        Proceeds from disposition of investment securities                                         -                27,400
        Realized gain on investments, pre-tax                                                      -               (11,095)
        Net purchase of investments                                                             (750)                    -
        Loan receivable and accrued interest                                                                       (26,071)
        Stock Sale Receivable                                                                110,750                     -
        Depreciation and amortization                                                            698                   698
        Deferred offering costs                                                                    -                 4,608
        (Forfeiture) Grant of stock options to directors & employees                         (23,597)               34,995
        Other assets                                                                          (4,361)               (8,984)
        Accounts payable and credit cards                                                        692                12,673
        (Decrease) increase accrued expenses payable                                         (17,539)               22,395
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  operating activities                                                        35,204               (68,713)
                                                                                       --------------       ---------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
        Proceeds from notes payable                                                                -               135,770
        Payments on notes payable                                                            (23,500)              (75,000)
        Sale of stock, net of offering costs                                                       -                (1,608)
        Stock issued for note repayment and interest                                               -                 6,798
                                                                                       --------------       ---------------

                  Net cash provided by (used for)
                  financing activities                                                       (23,500)               65,960
                                                                                       --------------       ---------------

Increase (Decrease) in Cash                                                                   11,704                (2,753)
Cash and Cash Equivalents - Beginning of Period                                                1,002                 2,891
                                                                                       --------------       ---------------
Cash and Cash Equivalents - End of Period                                              $      12,706        $          138
                                                                                       ==============       ===============

</TABLE>







       The accompanying notes are an integral part of the financial statements

                                      -5-
<PAGE>
                             SCHEDULE OF INVESTMENTS
                                  JUNE 30, 2010
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                          Original
                          Date of                                                              Original             Fair
  Shares     Warrants     Acquisition                                                          Cost                 Value
-----------  ---------    ------------                                                         -----------          -------------
<S>          <C>          <C>             <C>                                                  <C>                  <C>
                                          Non Affiliate Investments

  50,000 (1)              Mar-10          BlackStar Energy Group, Inc., publicly traded        $      750           $      2,200
                                           over the counter, development stage oil
                                           and gas exploration company

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

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


                                          TOTAL INVESTMENTS                                    $  159,755           $    181,481
                                                                                               ===========          =============

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

(1) Acquired as partial consideration for sale of NPI08, Inc. shares
(2) Company reverse split the stock at 1 for 4 shares January 22, 2008
(3) Note plus $50,000 cash exchanged for Shares and Warrants of SENR
(4) Formerly Satellite Organizing Systems, Inc.

</TABLE>
















        The accompanying notes are an integral part of the financial statements

                                      -6-

<PAGE>

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

<TABLE>
<CAPTION>


                                                                             SIX MONTHS     YEAR ENDED
                                                                            ENDED JUNE 30,   DEC. 31,
                                                                                2010            2009
                                                                            ------------   -------------
                                                                             (UNAUDITED)    (AUDITED)
<S>                                                                         <C>            <C>

Changes in net assets from operations:
     Net investment loss                                                    $   (23,302)   $   (407,556)
     Net realized gain (loss) on investments, net of tax                              -        (121,098)
     Net change in unrealized increase (decrease), net of tax                    68,418        (398,814)
                                                                            ------------   -------------

           Net increase (decrease) increase in net assets from operations        45,116        (927,468)
                                                                            ------------   -------------

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

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

Net increase (decrease) in net assets                                            21,519        (872,456)
Net assets at beginning of year                                                (442,884)        429,572
                                                                            ------------   -------------

Net assets at end of period (accumulated net investment
      loss of $1,297,084 and $1,273,783 )                                   $  (421,365)   $   (442,884)
                                                                            ============   =============
</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, 2010
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
-----------------------------------------------

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

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

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

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


                                      -8-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)


The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
June 30,  2010,  and the  results of  operations  and cash flows for all periods
presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the audited  financial  statements
and related  notes and schedules  included in the  Company's  2009 Annual Report
filed dated  December 31,  2009.  The results of  operations  for the six months
ended June 30, 2010 are not necessarily  indicative of the operating results for
the full years.

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

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

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

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

Reclassification

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

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 $613,860 at June 30, 2010.

                                      -9-

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)

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

ACCOUNTING PRONOUNCEMENTS

In January 2010,  ASC guidance for fair value  measurements  and  disclosure was
updated to require  additional  disclosures  related to  transfers in and out of
level  1 and 2 fair  value  measurements  and  enhanced  detail  in the  level 3
reconciliation.  The guidance was amended to clarify the level of disaggregation
required for assets and liabilities and the disclosures  required for inputs and
valuation  techniques  used to measure the fair value of assets and  liabilities
that fall in either level 2 or level 3. The updated  guidance was  effective for
the Company's  fiscal year beginning  January 1, 2010, with the exception of the
level 3  disaggregation  which  is  effective  for  the  Company's  fiscal  year
beginning January 1, 2011. The adoption had no impact on the Company's financial
position, results of operations or cash flows.

There were various other accounting standards and interpretations  issued during
the six  months  ended  June 30,  2010,  none of which  are  expected  to have a
material impact on the Company's financial position, operations or cash flows.

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

As of June 30, 2010, the Company has made  investments  in six target  companies
that  total  $593,686  in  funded  capital.  We  have  completed  the  following
transactions:
<TABLE>
<CAPTION>

PORTFOLIO COMPANY                                    DATE              INVESTMENT             COST
---------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                   <C>
Strategic Environmental & Energy Resources, Inc.*    November 2004     Common stock          $121,336
Strategic Environmental & Energy Resources, Inc.*    March 2008        Common stock            75,510
Strategic Environmental & Energy Resources, Inc.*    March 2008        Warrants                24,490
Heartland, Inc.                                      September 2004    Common Stock            12,500
Fluid Media Networks                                 May 2007          Common Stock            85,000
Lumonall, Inc.**                                     August 2004       Common Stock            42,100
NPI08                                                June 2008         Common Stock           232,000
BlackStar Energy Group, Inc.                         March 2010        Common Stock               750
                                                                                             -----------
Total                                                                                        $593,686
------------------
* In January 2008,  Satellite  Organizing  Solutions,  Inc.  changed its name to
Strategic Environmental & Energy Resources, Inc.

** On July 18, 2005 Azonic Corporation changed its name to Midland International
Corporation.  On August 16, 2007 Midland  International  Corporation changed its
name to Lumonall, Inc.
</TABLE>
                                      -10-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)


In  September  of 2008 the  Company  acquired  an 87.5%  interest  in NPI08  for
$232,000  consisting of 102,500 shares in Company stock and $150,000 cash. NPI08
was previously and education and college preparation company and is currently an
inactive  publicly  traded.  In December  2009, the Company sold its interest in
NPI08, Inc. for $125,000 and 50,000 shares in BlackStar Energy Group, Inc. which
were received in March 2010.

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

The Company,  as a BDC, may invest in illiquid and  restricted  securities.  The
Company's  investments may be subject to certain  restrictions on resale and may
have no ready  trading  market.  The  Company  values  substantially  all of its
investments  at fair value as determined in good faith by the Board of Directors
in accordance with the Company's  valuation policy.  The Company determines fair
value to be the amount for which an  investment  could be  exchanged  in orderly
disposition over a reasonable period of time between willing parties rather than
in a forced or liquidation sale.

Factors that the Board of Directors may consider in determining fair value of an
individual investment are financial performance and condition, business plan and
progress  towards plan,  restrictions on the investment  securities,  liquidity,
trading  activity,  financing  activity  and relative  valuation  to  comparable
companies.

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

     1)   Management reviews all investments and summarizes current status;

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

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

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


                                      -11-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)

The Company classifies the inputs used to measure fair values into the following
hierarchy:

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

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

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


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

                                                                                                SIGNIFICANT
                                                 QUOTE PRICES IN        SIGNIFICANT OTHER       UNOBSERVABLE
                                                 ACTIVE MARKETS         OBSERVABLE INPUTS       INPUTS
                             CARRYING VALUE      (LEVEL 1)              (LEVEL 2)               (LEVEL 3)
                             ------------------- --------------------   --------------------    ---------------
<S>                          <C>                 <C>                    <C>                     <C>
June 30, 2010:

Investment Securities;

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

Strategic Environmental
Warrants                     $        3,750      $            --        $         4,151         $        --

BlackStar Energy Group, Inc. $        2,200      $            --        $         2,200         $        --
                             ------------------  --------------------   --------------------    ---------------

Total Investment Securities  $      181,481      $            --        $       181,481         $        --
                             ==================  ====================   ====================    ===============
</TABLE>

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity  securities owned at June 30, 2010 and December 31, 2009
are stated at fair value as determined by the Board of Directors, in the absence
of readily  available  fair values.  The Company  generally  uses the  first-in,
first-out  (FIFO) method of  accounting  for sales of its  investments  but will
sometimes sell specifically identified investments or shares.

                                      -12-

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)


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

By contract, for each of the six months ended June 30, 2010 and 2009 the Company
incurred  management  fees  expense of $45,000 to a company  affiliated  through
Gregory  Laborde,  an Officer & Director of the  Company.  As  indicated  on the
Statement of Operations, Mr. Laborde agreed to waive $45,000 and $22,270 in each
of  the  respective  periods  resulting  in a  net  expense  of $0  and  $22,730
respectively.

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

During the six months ended June 30, 2010,  the Company made payments of $23,500
on existing notes payable.

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

As of June 30, 2010, $268,320 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, 2010 the Company  incurred  interest  expense on notes payable of
$12,303.

On March 25,  2010,  the Company  received a demand  letter for full  payment of
principal and interest on a $15,000 promissory note, dated October 10, 2005 (the
Note.) The Note accrues interest at 7% per annum and had an original due date of
November 10, 2005. The holder of the Note, Mr. Wulf Rehder,  an affiliate of the
Company, granted the Company extensions of the Note until June 20, 2006 and then
until   July  30,   2006.   On   April   14,   2010,   the   company   signed  a
settlement/forestallment  agreement with Mr. Rehder  agreeing to pay the balance
due by August 12, 2010.

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

                                      -13-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)


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

During the six months ended June 30, 2010 the Company  issued no common stock or
other equity.  NOTE 6 - STOCK BASED  COMPENSATION PLANS The Company follows FASB
Accounting  Standards  Codification No. 718 - Compensation - Stock  Compensation
for share based  payments to  employees.  The Company  follows  FASB  Accounting
Standards Codification No. 505 for share based payments to Non-Employees.

As the result of forfeiture of employee  stock options,  the Company  recognized
income in the amount of  $23,597  for six months  ended June 30,  2010.  109,500
options  which were  granted in  January,  2009 were  forfeited  and  previously
recognized  expense  related  to these  options  was  recorded  as an  offset to
expenses.  The cost of these options was being recorded on a straight-line basis
over the vesting  period.  The related impact on basic and diluted  earnings per
share for the Six  months  ended June 30,  2010,  was less than $0.01 per share.
There was no impact on the Company's cash flow.

The Company's  stock  incentive plan is the Infinity  Capital  Group,  Inc. 2008
Stock Option Plan (the "Plan") which is shareholder approved.  The Plan provides
for  the  grant  of  non-qualified  stock  options  to  selected  employees  and
directors.  The Plan is administered by the Compensation  Committee of the Board
and  authorizes  the  grant  of  options  970,934.  The  Compensation  Committee
determines  which eligible  individuals  are to receive  options or other awards
under the Plan, the terms and conditions of those awards, the applicable vesting
schedule, the option price and term for any granted options, and all other terms
and  conditions  governing  the option  grants and other  awards  made under the
Plans.

During the six month period ended June 30, 2009, 196,000 options were granted to
Joseph M. Chiappetta, the Company's Vice-President of Corporate Development. The
fair value of each  option  award was  estimated  on the date of grant using the
Black-Scholes  option  valuation model using the  assumptions  noted as follows:
expected  volatility was based on historical trading in the company's stock from
inception of trading on September 11, 2008 through the January 2, 2009 which was
the last day of trading  before the options  were issued.  The expected  term of
options  granted was determined  using the  simplified  method under SAB 107 and
represents  one-half the exercise period. The risk-free rate is calculated using
the U.S.  Treasury yield curve, and is based on the expected term of the option.
The Company estimated there would be no forfeitures.


                                      -14-
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)


No stock options were granted during the six months ended June 30, 2010.  Joseph
M. Chiappetta,  the Company's Vice-President of Corporate Development,  resigned
on March 17, 2010 and forfeited  109,500 of the stock options he was  previously
granted.

Further information relating to stock options is as follows:

                                                                    WEIGHTED
                                                       WEIGHTED     AVERAGE
                                        NUMBER         AVERAGE      REMAINING
                                        OF             EXERCISE     CONTRACT
                                        SHARES         PRICE        LIFE (YEARS)
                                        -------------- -----------  ------------

Outstanding options at 12/31/09          600,000       $ 0.70        8.70
Granted                                  -               -           -
Exercised                                -               -           -
Forfeited/expired                        109,500       $ 0.50        8.90
Outstanding options at 6/30/10           490,500       $ 0.75        8.16

Exercisable on 6/30/10                   490,500       $ 0.75        8.16

The options have a contractual term of ten years. The aggregate  intrinsic value
of shares  outstanding  and  exercisable  was $0 at June 30, 2010, as the market
price of the  Company's  common  stock was below the  weighted-average  exercise
price of all of the options.  Total intrinsic value of options  exercised was $0
for the six months ended June 30, 2010, as no options were exercised during this
period.

At June 30, 2010,  shares  available for future stock option grants to employees
and directors under the 2008 Stock Option Plan were 480,434.

NOTE 7 - EMPLOYMENT CONTRACTS
-----------------------------

On April 20, 2006,  Gregory Laborde and Theodore A. Greenberg signed  employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has raised capital of at least  $1,500,000 and to defer a  proportionate
amount of his  compensation  if the offering raises less than  $3,000,000.  Such
deferral until the Company has raised  additional  capital or sufficient  income
from fees and/or  investments  is  achieved.  In lieu of Mr.  Laborde's  salary,
management  fees have been paid to a company he is affiliated  with.  These fees
have been in an amount lower than the  contractual  amount.  Mr. Laborde and Mr.
Greenberg  have agreed to waive all salary  amounts  due under  their  contracts
which were not paid or accrued by June 30, 2010.  In the Statement of Operations
Mr.  Laborde's  full salary of $45,000 for the six month  periods ended June 30,
2010 and 2009 is shown as  management  fees  and the  amount  he has  waived  is
reflected as an offsetting amount.

                                      -15-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)

On January 5, 2009, Joseph M. Chiappetta signed an employment  contract with the
Company with an annual  compensation set at $60,000. As part of Mr. Chiappetta's
contract he received a stock  option  grant of 196,000  options of which  50,000
vested  immediately.  The option grant was in lieu of Mr. Chiappetta's first two
months salary. On June 5, 2009, Mr. Chiappetta's employment contract was amended
by both parties to reflect an annual compensation level of $12,000. On March 17,
2010, Mr.  Chiappetta  resigned his position with the Company.  An agreement was
reached for Mr.  Chiappetta to forfeit $10,000 of his accrued  salary,  shown as
forgiveness of debt on the Statement of  Operations,  and to retain 86,500 stock
options.

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

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

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

As of  June  30,  2010,  the  Company's  aggregate  unrealized  appreciation  of
securities in which there is an excess of value over tax cost is $42,466.

As of  June  30,  2010,  the  Company's  aggregate  unrealized  depreciation  of
securities in which there is an excess of tax cost over value is $20,740.

As of June 30, 2010,  the  Company's net aggregate  unrealized  appreciation  of
value over tax cost of all its securities is $21,726.

As of June 30, 2010,  the Company's  aggregate  cost of  securities  for federal
income tax purposes is $159,755.

The Company  recognizes  deferred income taxes for each category of income.  For
the six months ended June 30, 2010, the Company had  unrealized  gains for which
deferred  income  taxes were  calculated  and  deferred  income tax benefit of a
similar amount was included in net investment income.

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

                                      -16-
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)



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

The  following  is a schedule of financial  highlights  for the six months ended
June 30, 2010 and the year ended December 31, 2009:

<TABLE>
<CAPTION>

                                                                                      SIX MONTHS  YEAR ENDED
                                                                                       JUNE 30,    DEC 31,
                                                                                         2010        2009
                                                                                      ---------   ----------
<S>                                                                                   <C>         <C>

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

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

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

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

Per share market value, end of period                                                   $ 0.05       $ 0.08

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

Ratios and Supplemental Data
Net assets (deficit), end of year/period                                              (421,364)    (442,884)
Common shares outstanding at end of year/period                                      6,547,391    6,547,391
Diluted weighted average number of
   shares outstanding during the year/period                                         6,547,391    6,531,811
Ratio of expenses to average net assets (2)(4)                                             -20%        228%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (2)(4)                                            -21%       -879%
Portfolio turnover                                                                           0%          0%
Average Debt Outstanding                                                               279,987     288,786
Average Debt Per Share (1)                                                                0.04        0.04

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




                                      -17-

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2010
                                   (Unaudited)

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

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

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

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

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

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

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

The  Company  evaluated  events  through  date of  issuance  of these  financial
statements,  for  consideration as a subsequent event to be included in its June
30, 2010,  financial statements herein and found no other events, other than the
above.

                                      -18-
<PAGE>

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

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

OVERVIEW

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

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

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

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

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

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

                                      -19-
<PAGE>
The Company,  upon the effectiveness of its Notification of Withdrawal,  intends
to pursue other  business  opportunities.  The Company will at all times conduct
its activities in such a way that it will not be deemed an "investment  company"
subject to regulation  under the 1940 Act.  Thus, it will not hold itself out as
being engaged primarily in the business of investing,  reinvesting or trading in
securities.  In addition, the Company will conduct its business in such a manner
as to ensure  that it will not own or propose to acquire  investment  securities
having a value exceeding 40% of the Company's total assets at any one time.

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

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

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

RESULTS OF OPERATIONS

FOR THE THREE  MONTH  PERIOD  ENDED JUNE 30,  2010  COMPARED  TO THE THREE MONTH
PERIOD ENDED JUNE 30, 2009.

The Company  recognized $875 in investment  income during the three month period
ended June 30, 2010.  During the three month  period  ended June 30,  2009,  the
Company  recognized  investment  income  of  $553.  The  increase  of  $322  was
additional interest income.

Total  expenses  during the three month  period ended June 30, 2010 were $14,299
compared  to $61,234  during the three month  period  ended June 30,  2009.  The
decrease of $46,935 was a result of a decrease  of $25,914 in  salaries,  net of
the amount waived,  a decrease of $11,626 in management  fees, net of the amount
waived and a reduction  of of $8,002 in general and  administrative  costs.  The
reduction  in salary  and  management  fees  comes  from  officers  waiving  all
compensation  they were entitled to during the quarter.  The decrease in general
and  administrative  costs was due to a general reduction in all expenditures by
the Company.

During  the three  month  period  ended June 30,  2010,  the  Company  had a net
investment  loss of $14,580  compared to a net investment loss of $82,525 in the
three month period ended June 30, 2009. The decreased loss of $67,945 is primary
a result of the the $46,935  decrease  in expenses  and a decrease of $20,688 in
the deferred tax provision associated with net investment income which is actual
a reduction in prior deferred tax benefit recognized.

During the three month period ended June 30, 2010,  the Company had net realized
and unrealized  losses of $2,244 compared to net realized and unrealized  losses
of $42,403 during the three month period ended June 30, 2009. The decreased loss
of $40,159 was a result of a decrease in the value of the  Company's  investment
in Strategic  Environmental and Energy  Solutions,  net of deferred tax benefit,
during the three  month  period  ended June 30, 2009 which did not repeat in the
three month period ended June 30, 2010.

During  the three  month  period  ended June 30,  2010,  the  Company  had a net
decrease in net assets from operations of $16,824  compared to a net decrease in
net assets of $124,928  during the three month period  ended June 30, 2009.  The
lower  decrease in net assets was a result of the decreased loss in net realized
and unrealized gains and the decrease in total expenses, as discussed above. Net
assets per share from  operations  did not change  during the three month period
ended June 30,  2010 and  decreased  by $0.02 per share  during the three  month
period ended June 30, 2009.

                                      -20-
<PAGE>

FOR THE SIX MONTH  PERIOD  ENDED JUNE 30, 2010  COMPARED TO THE SIX MONTH PERIOD
ENDED JUNE 30, 2009.

The Company  recognized $11,771 in investment income during the six month period
ended June 30,  2010.  During the six month  period  ended  June 30,  2009,  the
Company  recognized  investment  income of $1,071.  The  increase of $10,700 was
primarily  due to settlement  of an accrued  expense  which  resulted in $10,000
forgiveness of debt.

Total  expenses  during the six month  period  ended June 30, 2010 were  $42,460
compared  to  $137,499  during the six month  period  ended June 30,  2009.  The
decrease of $95,039 was a result of a decrease  of $62,995 in  salaries,  net of
amount waived, a decrease of $22,730 in management fees, net of amount waived, a
decrease in general and  administrative  expenses of $12,330 and a reduction  of
expenses of $23,597 due to  forfeiture of employee  stock  options  offset by an
increase in professional fees of $27,614. The reduction in salary and management
fees comes from officers waiving all  compensation  they were entitled to during
the six month period, the decrease in general and  administrative  costs was due
to a general  reduction in all  expenditures  by the Company and the increase in
professional fees was mostly legal fees connected to the Company's  proposal and
preparations to elect out of Business  Development  Company status and to pursue
other business opportunities.

During  the six  month  period  ended  June  30,  2010,  the  Company  had a net
investment loss of $23,302  compared to a net investment loss of $152,443 in the
six month  period  ended June 30,  2009.  The  decreased  loss of $129,141 was a
result of the $10,700  increase  in  investment  income,  described  above,  the
$95,039 decrease in total expenses,  described above and a decrease in provision
for income  tax of $23,402  resulting  from a  deferred  tax  benefit in the six
months  ended June 30,  2010 and a deferred  tax charge in the six months  ended
June 30,  2010  which is  actually  an offset  to prior  deferred  tax  benefits
recognized .

During the six month period  ended June 30,  2010,  the Company had net realized
and unrealized  gains, net of deferred taxes of $68,418 compared to net realized
and  unrealized  losses,  net of deferred tax benefit of $31,087  during the six
month  period  ended June 30,  2009.  The increase of $99,505 was a result of an
increase in the value of the company's investment in Strategic Environmental and
Energy Solutions during the six month period ended June 30, 2010.

During the six month period ended June 30, 2010,  the Company had a net increase
in net assets  from  operations  of $45,116  compared  to a net  decrease in net
assets of $183,530  during the six month period ended June 30, 2009.  The change
in net assets was a result of the inerease in net realized and unrealized gains,
an  increase  in  investment  income  and the  decrease  in total  expenses,  as
discussed above. Net assets per share from operations  increased $0.01 per share
during the six month period ended June 30, 2010 and decreased by $0.03 per share
during the six month period ended June 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $12,706 at June 30, 2010 compared to $1,002 at
December 31, 2009. At June 30, 2010,  current  liabilities exceed current assets
by $613,860.  The Company had $181,481 in non affiliate  investments at June 30,
2010.  The Company  expects to raise capital  and/or sell assets to fund working
capital for the next twelve months.

The notes payable of the Company decreased from $291,820 as of December 31, 2009
to $268,320 as of June 30,  2010.  This  decrease  was  attributable  to partial
repayment of promissory notes from individuals in the amount of $23,500.

During the six month period ended June 30, 2010,  operating  activities provided
the Company with $35,204.  During the six month period ended June 30, 2009,  the
Company used $68,713 in operating  activities.  The increase of $103,917 was due
to collection of the  receivable  due the Company from the sale of the Company's
shares in NPI08 in December 2009.


                                      -21-
<PAGE>
During the six month periods  ended June 30, 2010 and 2009,  the Company did not
use or receive  funds from  investing  activities.  During the six month  period
ended June 30, 2010,  the Company used $23,500 for  financing  activities  which
consisted  of payments on  promissory  notes.  During the six month period ended
June 30, 2009, the Company received $65,960 from its financing  activities which
consisted of net proceeds from promissory  notes and utilizing stock for partial
repayment of a promissory.

NEED FOR ADDITIONAL FINANCING

While the Company had an operating profit during the six month period ended June
30, 2010,  the Company had an  operating  loss during the six month period ended
June 30,  2009 and the Company may have  operating  losses in the future  unless
adequate  income can be achieved to meet expenses.  While the Company is seeking
capital sources for investment, there is no assurance that sources can be found.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover  expenses as they may be
incurred.

GOING CONCERN

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

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

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

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2009 and 2008 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

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


                                      -22-

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
-------------------------------------------------------------------

Not Applicable

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

DISCLOSURES CONTROLS AND PROCEDURES

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

As required by SEC Rule 15d-15(b) for the quarter ended June 30, 2010, our Chief
Executive Officer and Chief Financial  Officer,  carried out an evaluation under
the  supervision  and  with  the   participation  of  our  management,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  they have concluded
that our disclosure controls and procedures are not effective in timely alerting
them to material information required to be included in our periodic SEC filings
and to ensure that  information  required to be  disclosed  in our  periodic SEC
filings is accumulated and  communicated to our management,  including our Chief
Executive Officer,  to allow timely decisions regarding required disclosure as a
result of the  deficiency  in our  internal  control  over  financial  reporting
discussed below.

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

MANAGEMENT'S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting    principles,    based   on   criteria   established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission  and  includes  those  policies  and
procedures that:

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

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

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

Our  management,  with the  participation  of the Company's  President and Chief
Financial Officer, evaluated the effectiveness of the Company's internal control
over  financial  reporting as of June 30, 2010.  Based on this  evaluation,  our
management,  concluded  that,  as of June 30, 2010,  our  internal  control over
financial  reporting was not effective due to material  weaknesses in the system
of internal control.

                                      -23-
<PAGE>

Specifically, management identified the following control deficiencies:

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

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

As a  result  of  Management's  assessment  of the  effectiveness  of the  small
business  issuer's  internal control over financial  reporting as of the quarter
ended June 30, 2010 we believe that internal  control over  financial  reporting
has not been effective and we are in the process of improving controls.  We have
identified certain material  weaknesses of accounting  relating to a shortage of
qualified information technology, IT personnel and financial reporting personnel
due to limited  financial  resources.  This  material  weakness  can lead to the
following:

          o    An  inability  to ensure  there is timely  analysis and review of
               accounting records, spreadsheets, and supporting data; and

          o    an  inability  to  effectively  monitor  access  to, or  maintain
               effective controls over changes to, certain financial application
               programs and related data.

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

REMEDIATION OF MATERIAL WEAKNESS

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

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm. In July 2010, the  Dodd-Frank  Wall Street
Reform and  Consumer  Protection  Act was  enacted,  which among  other  things,
exempted  non-accelerated SEC filers such as the Company, i.e., companies with a
public float below $75 million, from the requirement of the Sarbanes-Oxley Act's
section  404(b)  external  auditor's   attestation  of  internal  controls  over
financial reporting.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended June 30, 2010,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                                      -24-
<PAGE>

PART II - OTHER INFORMATION
---------------------------


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

None.

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

None.

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

None.

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

None.

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

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

None.

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

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

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

      31.1                   Section 302 Certification - CEO

      31.2                   Section 302 Certification - CFO

      32.1                   Section 906 Certification - CEO

      32.2                   Section 906 Certification - CFO


                                      -25-
<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 12, 2010                   BY: /s/Gregory H. Laborde
                                         -----------------------------------
                                         Gregory H. Laborde,
                                         Principal Executive Officer,
                                         President & Chief Executive Officer



Dated: August 12, 2010                   BY: /s/Theodore A. Greenberg
                                         -----------------------------------
                                         Theodore A. Greenberg,
                                         Principal Accounting Officer,
                                         Chief Financial Officer,
                                         Chief Investment Officer &
                                         Secretary














                                      -26-