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


                                  FORM 10-QSB/A
                                Amendment No. 2


___X______ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934

_________  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


                      FOR QUARTER ENDED SEPTEMBER 30, 2006

                        Commission file number: 000-30999
                                               -----------

                          INFINITY CAPITAL GROUP, INC.
                       ----------------------------------
             (Exact name of Registrant as Specified in its Charter)

      MARYLAND                                          16-1675285
   --------------                            -----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                 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


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

                                    Yes      X                No _______
                                        --------------

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

                                    Yes                       No ___X____
                                        -------------

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

         As of  September  30,  2006 the  number  of shares  outstanding  of the
registrant's only class of common stock was 5,756,187.

         Transitional Small Business Disclosure Format (Check one):

                                   Yes                       No ___X____
                                        -------------


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                 PAGE
PART I - FINANCIAL INFORMATION

<S>      <C>                                                                                                      <C>
Item 1.  Financial Statements                                                                                      1

         Balance Sheets as of September 30, 2006 (unaudited) and December 31, 2005 (audited)..................     2

         Statements of Operations (unaudited) for the Three and Nine Months ended
         September 30, 2006  and 2005.........................................................................     3

         Statements of Cash Flows (unaudited) for the Nine Months ended
         September 30, 2006 and 2005..........................................................................     4

         Schedule of Investments as of September 30, 2006.....................................................     5

         Statements of Changes in Net Assets..................................................................     6

         Notes to Financial Statements (unaudited)............................................................     7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................................................     11

Item 3.  Controls and Procedures..............................................................................     15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     15

Item 3.  Defaults upon Senior Securities......................................................................     15

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     15

Item 5.  Other Information....................................................................................     15

Item 6.  Exhibits and Reports on Form 8-K.....................................................................     16

Signatures....................................................................................................     16
</TABLE>



<PAGE>


PART I.    FINANCIAL INFORMATION

This Amendment No. 2 on Form 10-QSB/A  ("Amendment"  or "Form  10-QSB/A") to our
Quarterly  Report on Form 10-QSB/A for the fiscal  quarter  ended  September 30,
2006, which was filed with the Securities and Exchange Commission on January 26,
2007,  (the  "Amendment  Filing No.  1") is being  filed to amend Part I, Item 1
Financial Statements - Note 6 - Employment Contracts - Related Parties.

In addition,  pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002,
Infinity Capital,  Inc. is including with this Amendment certain currently dated
certifications.  This Form 10-QSB/A  amends and replaces the Original  Filing in
its entirety. Infinity Capital, Inc. is refiling the entire Amendment Filing No.
1 (as  amended  by this  Form  10-QSB/A)  with  this  Form  10-QSB/A.  Except as
described above, no changes have been made to the Amendment Filing No. 1.


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, 2005, included in the Company's Form 10-KSB.




























                                       1
<PAGE>



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

                                                                                          September                      December
                                                                                          30, 2006                       31, 2005
                                                                                      ---------------------       ------------------
                                                                                            Unaudited

ASSETS
<S>                                                                                    <C>                        <C>

     Investments in noncontrolled affiliates
         (Cost: 2006 - $42,100; 2005 - $53,085)                                        $            80,832        $         234,463
     Controlled investments (Cost: $136,326)                                                       100,000                  183,750
     Cash                                                                                              522                    4,728
     Due from related parties                                                                                                 6,484
     Prepaid insurance                                                                               8,310
     Deferred offering costs                                                                        28,625                   28,625
                                                                                      ---------------------       ------------------

TOTAL ASSETS                                                                          $            218,289        $         458,050
                                                                                      =====================       ==================

LIABILITIES
     Accounts payable                                                                             $162,191                 $112,555
     Notes payable                                                                                 162,622                  130,001
                                                                                      ---------------------       ------------------

                                Total Liabilities                                                  324,813                  242,556
                                                                                      ---------------------       ------------------

NET ASSETS                                                                            $           (106,524)       $         215,494
                                                                                      =====================       ==================


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, 5,756,187 and 5,739,187 issued and
     outstanding respectively
                                                                                      $              5,756        $           5,739

     Additional paid-in capital                                                       $            338,439                  329,956
     Accumulated income (deficit)
                 Accumulated net operating (deficit)                                              (627,774)                (495,344)
                 Net realized gain on investments, net of tax                                      174,650                  146,341
                 Net unrealized increase of investments,
                   net of deferred tax                                                               2,405                  228,802
                                                                                      ---------------------       ------------------

Net Assets                                                                            $           (106,524)       $         215,494
                                                                                      =====================       ==================


Net Asset Value Per Share                                                             $              (0.02)       $            0.04

</TABLE>


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


                                       2

<PAGE>

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

                                                           Quarter Ended                         Nine Months Ended
                                                            September 30,                           September 30,
                                                     2006                 2005                  2006                 2005
                                                ---------------    -------------------     ---------------    -------------------

Investment Income
<S>                                             <C>                <C>                     <C>                <C>
      Investment Fees                                        -                      -              15,000                      -
      Interest income                                        2                    638                   6                    672
      Other                                                  -                  2,000                   -                  2,000
                                                ---------------    -------------------     ---------------    -------------------

Total Investment Income                                      2                  2,638              15,006                  2,672

Expenses
      Management fees                                   12,104                 16,320              40,312                 34,820
      Salaries and wages                                     0                (10,000)              1,250                 10,000
      Directors fees                                     1,250                (10,000)              8,333                  5,000
      Professional fees                                  4,621                                     33,355                100,687
      Insurance                                         12,465                                     38,896
      General and administrative                         5,508                 13,411              19,378                 28,935
      Meals and entertainment                                                   3,443                                     10,709
      Interest expense                                   2,692                                      5,912                  2,590
                                                --------------- -- -------------------     ---------------    -------------------

Total Expenses                                          38,640                 13,174             147,436                192,741
                                                ---------------    -------------------     ---------------    -------------------

Net Investment Income (Loss) before taxes              (38,638)               (10,536)           (132,430)              (190,069)
                                                ---------------    -------------------     ---------------    -------------------

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

Net investment income (loss)                           (38,638)               (10,536)           (132,430)              (190,069)
                                                ---------------    -------------------     ---------------    -------------------


Net realized and unrealized gains (losses):
      Net realized gain (loss) on investments,           9,651                 21,077              28,309                 21,077
           net of tax
      Net change in unrealized increase
      (decrease),
           net of tax                                  (52,586)              (299,907)           (226,397)              (640,916)
                                                ---------------    -------------------     ---------------    -------------------

Net realized and unrealized gains (losses)             (42,935)              (278,830)           (198,088)              (619,839)
                                                ---------------    -------------------     ---------------    -------------------

Net increase (decrease) in net assets from
operations                                      $      (81,573)    $         (289,366)     $     (330,518)    $         (809,908)
                                                ===============    ===================     ===============    ===================


Net increase (decrease) in net assets per
share from continuing operations
           Basic                                $        (0.01)    $            (0.05)     $        (0.06)    $            (0.15)
           Diluted                              $        (0.01)    $            (0.05)     $        (0.06)    $            (0.15)
                                                ===============    ===================     ===============    ===================

Weighted average number of shares outstanding
  Basic                                              5,754,100              5,593,052           5,744,231              5,506,538
  Diluted                                            5,754,100              5,593,052           5,744,231              5,506,538
                                                ===============    ===================     ===============    ===================

</TABLE>



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


                                       3

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      Nine Months Ended
                                                                                                        September 30,
                                                                                                  2006                  2005
                                                                                             --------------        --------------
                                                                                                Unaudited             Unaudited
Cash Flows from Operating Activities:
<S>                                                                                          <C>                   <C>
               Net increase (decrease) in net assets from operations                         $    (330,518)        $    (809,906)

               Adjustments to reconcile net increase (decrease) in net assets
               from operations to net cash used in operating activities
                  Change in net unrealized (increase)/decrease of investments                      226,397               640,916
                  Gain on sale of securities                                                       (28,309)              (21,077)
                  Proceeds from disposition of investment securities                                41,793                22,592
                  Accrued receivables                                                                    -                12,831
                  Due from related parties                                                           6,484                (4,679)
                  Prepaid expenses                                                                  (8,310)
                  Accounts Payable                                                                  49,636                35,425
                  Due to related parties                                                                                     (20)
                  Interest expense for Warrants issued with note payable                                 -                   795
                                                                                             --------------        --------------


                    Net cash provided by (used for) operating activities                           (42,827)             (123,123)
                                                                                             --------------        --------------

              Cash Flows from Investing Activities

               Goodwill - Fayber merger                                                                  -               (22,120)
               Notes receivable - related parties                                                        -                24,639
                                                                                             --------------        --------------

                    Net cash provided by (used for) investing activities                                 -                 2,519
                                                                                             --------------        --------------


Cash Flows from Financing Activities

          Proceeds from notes payable                                                               32,621                68,334
          Sale of common stock                                                                       6,000                51,912
                                                                                             --------------        --------------

                 Net cash provided by (used for) financing activities                               38,621               120,246
                                                                                             --------------        --------------


Net Increase (Decrease) in Cash                                                                     (4,206)                 (358)
Cash at the Beginning of the Period                                                                  4,728                   987
                                                                                             --------------        --------------


Cash and Cash Equivalents - end of Period                                                              522                   629
                                                                                             ==============        ==============

Schedule of noncash investing and financing activities

          Common stock issued for note payable                                               $       2,500         $      25,000
                                                                                             ==============        ==============
          Notes payable contributed to additional paid in capital                                                  $      89,000
                                                                                                                   ==============
</TABLE>

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


                                       4
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               SEPTEMBER 30, 2006
<TABLE>
<CAPTION>


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


     2,500,000     Nov-04         Satellite Organizing Solutions, Inc.,
                                  publicly traded over the counter                                                           -
                                  Communications  & business systems
                                  design and consulting                             $          136,326          $      100,000
                                                                                    ---------------------       -----------------


                                  Subtotal                                                     136,326                 100,000
                                                                                    ---------------------       -----------------

                                  Common stock in non-controlled affiliates -


     4,210,000     Aug-04         Midland International Corporation, publicly
                                  traded over the counter, telecommunications       $           42,100          $       80,832
                                                                                    ---------------------       -----------------


                                  Subtotal                                                      42,100                  80,832
                                                                                    ---------------------       -----------------

                                  TOTAL INVESTMENTS                                 $          178,426          $   $  180,832
                                                                                    =====================       =================
</TABLE>

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










                                       5

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                           Nine Months
                                                                                              Ended                 Year Ended
                                                                                          September 30,            December 31,
                                                                                              2006                     2005
                                                                                       --------------------     -------------------

Changes in net assets from operations

<S>                                                                                    <C>                      <C>
          Net investment income (loss)                                                 $         (132,430)      $        (209,277)
          Net realized gain (loss) on investments, net of tax                                      28,309                  26,753
          Net change in unrealized increase (decrease), net of tax                               (226,397)               (640,927)
                                                                                       --------------------     -------------------

                 Net increase (decrease) in net assets from operations                           (330,518)               (823,451)
                                                                                       --------------------     -------------------

Capital Stock Transactions:
          Proceeds from issuance of common stock                                                    6,000                  65,063
          Proceeds from issuance of warrants                                                                                3,000
          Debt forgiveness                                                                                                 91,000
          Issuance of common stock for debt                                                         2,500                  21,000
          Issuance of common stock for acquisition                                                                            100

          Paid in capital                                                                               -                     795
                                                                                       --------------------     -------------------

                 Net increase (decrease) in net assets from stock transactions                      8,500                 180,958
                                                                                       --------------------     -------------------


Net increase (decrease) in net assets                                                            (322,018)               (642,493)
Net assets at beginning of year                                                                   215,494                 857,987
                                                                                       --------------------     -------------------

Net assets at end of period                                                            $         (106,524)      $         215,494
                                                                                       ====================     ===================

</TABLE>



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

                                       6

<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

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 non-marginable  securities 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 accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
September 30, 2006, and the results of operations and cash flows for all periods
presented have been made.


                                       7
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

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  2005 Annual Report
filed dated  December 31, 2005.  The results of operations for the periods ended
September  30, 2006 and 2005 are not  necessarily  indicative  of the  operating
results for the full years.

NOTE 2 - INVESTMENTS


As of  September  30,  2006,  the Company has made three  investments  in target
companies that total approximately $175,000 in funded capital. We have completed
the following transactions:


<TABLE>
<CAPTION>
PORTFOLIO COMPANY                           DATE                           INVESTMENT         COST
<S>                                         <C>                            <C>                <C>
Satellite Organizing Solutions, Inc.        November 2004                  Common stock       121,336
Heartland, Inc.                             September 2004                 Common stock        12,500
Midland International Corp                  August 2004                    Common stock        42,100
                                                                                             ---------
Total                                                                                         175,936
</TABLE>


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,  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.


                                       8
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

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  will be  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 March 31, 2006.

Without a readily  available market value, the value of the Company's  portfolio
of equity  securities  may differ  significantly  from the values  that would be
placed  on the  portfolio  if there  existed  a ready  market  for  such  equity
securities.  All equity  securities owned at September 30, 2006 and December 31,
2005 are stated at fair value as determined  by the Board of  Directors,  in the
absence of  readily  available  fair  values.  The  Company  uses the  first-in,
first-out (FIFO) method of accounting for sales of its investments.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company  for the nine  months  ended  September  30, 2006 and 2005  incurred
expenses  of  approximately  $40,312  and  $34,820  respectively  to  a  company
affiliated through an Officer & Director for management fees.


                                       9
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the nine months  ended  September  30, 2006 the  Company  incurred  notes
payable of $40,121.  The Company repaid $5,000 in note payables and issued 5,000
shares in full  satisfaction  of a note payable for $2,500.  As of September 30,
2006 $148,501 in notes payable plus related accrued  interest are in default for
lack of repayment by their due date.  For the nine month period ended  September
30, 2006 the Company incurred interest expense on notes payable of $5,912.

NOTE 5 - STOCKHOLDERS' EQUITY

During the nine months ended  September 30, 2006 the Company issued 5,000 shares
in full  satisfaction  of a note  payable for $2,500.  During the quarter  ended
September  30, 2006 the Company  sold 12,000  shares of common  stock for $6,000
cash.

NOTE 6 - EMPLOYMENT CONTRACTS - RELATED PARTIES

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  agreed to waive and forgive all salary
amounts due under their contracts which were not paid by September 30, 2006. Mr.
Laborde's  role with the  Company  is  defined  in  Section 1 of his  Employment
Contract.  The Employee per Section 2(a) assigned his salary to his personal Sub
Chapter S Corporation,  GHL Group,  Ltd. rather than receiving a salary directly
from Infinity. Infinity booked the compensation as a management fee. Mr. Laborde
is a related party through his ownership of GHL Group, Ltd.


                                       10
<PAGE>



                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

NOTE 7 - FINANCIAL HIGHLIGHTS

The  following is a schedule of financial  highlights  for the nine month period
ended September 30, 2006 and the year ended December 31, 2005.
<TABLE>
<CAPTION>
                                                                     Nine Months
                                                                        Ended               Year Ended
                                                                      Sep. 30,               Dec. 31,
                                                                        2006                   2005
                                                                    --------------         --------------
Per share information

<S>                                                                 <C>                    <C>
Net asset value, beginning of period                                        0.04                   0.16
                                                                    --------------         --------------

          Net investment income (loss)  (1)                                (0.02)                 (0.04)
          Net realized and unrealized gain (loss)  (1)                     (0.04)                 (0.11)
                                                                    --------------         --------------

Net increase (decrease) in net assets
          resulting from operations  (1)                                   (0.06)                 (0.15)
Issuance of common stock, warrants
          and other new equity  (1)                                         0.00                   0.03
                                                                    --------------         --------------

Net asset (deficit) value, end of period                                   (0.02)                  0.04
                                                                    ==============         ==============

Per share market value, end of period  (2)                                   N/A                    N/A

Total Return Based Upon Net Asset Value (3)                                 -150%                  -94%

Ratios and Supplemental Data
Net assets (deficit), end of period                                     (106,524)               215,494
Common shares outstanding at end of period                             5,756,187              5,739,187

Diluted weighted average number of shares
          outstanding during the year                                  5,744,231              5,541,117

Ratio of expenses to average net assets  (4)                                 437%                    48%
Ratio of net increase (decrease) in net assets from
          operations to average net assets  (4)                             -980%                  -186%

Average Debt Outstanding                                                 147,656                194,067
Average Debt per Share                                                      0.02                   0.04
</TABLE>

(1)      Calculated   based  on  diluted   weighted  average  number  of  shares
         outstanding during the year.
(2)      Not applicable - prior to public trading of shares

(3)      Total returns for period of less than one year are not annualized
(4)      Annualized for interim period


                                       11
<PAGE>



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

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

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

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

RESULTS OF  OPERATIONS  FOR THE THREE  MONTH  PERIOD  ENDED  SEPTEMBER  30, 2006
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2005.

During  the  three-month  period  ending  September  30,  2006 the  Company  had
investment income of $2 compared to $638 for the same period in 2005.

The Company  realized $9,651 in gains from  investments on the sale of shares in
Heartland,  Inc.  compared to $21,077 in realized gains from  investments in the
same period in 2005.

The  Company  incurred  a  decrease  in the  change  in  unrealized  gains  from
investments  of  $(52,586)  compared to a decrease  in the change in  unrealized
gains from investments of $(299,907) in the same period in 2005.

The Company  incurred  expenses  for  professional  fees in the amount of $4,621
during the three-month  period ending September 30, 2006 compared to none during
the same three month period ending September 30, 2005.

The Company  incurred  insurance costs of $12,465 during the three-month  period
ending  September 30, 2006 compared to no insurance costs during the three-month
period  ending  September  30, 2005.  The  majority of  insurance  costs are for
Directors and Officers insurance.

The Company incurred  management fees,  salaries and directors fees in the total
amount of $13,354  during the  three-month  period  ending  September  30,  2006
compared to a total of $(3,680)  during the  three-month  period  September  30,
2005.  The  negative  amount  for 2005 was  caused by a  reversal  of a previous
accrual for management salaries and director's fees.

                                       12
<PAGE>


Other  general and  administrative  expenses for the  three-month  period ending
September  30,  2006  totaled  $5,508   compared  to  $13,411  during  the  same
three-month period ending September 30, 2005 representing a decrease of $7,903.

The Company had a net decrease in net assets from  operations  of $(81,573)  for
the three-month  period ending  September 30, 2006 as compared to a net decrease
in net assets from  operations of $(289,366) for the  three-month  period ending
September 30, 2005. This represents a decrease of $207,793.  The decrease in net
assets per share from  operations for the  three-month  period in 2006 was $0.01
compared to $0.05 for the same period in 2005.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2006 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 2005.

During the nine-month  period ending September 30, 2006 the Company had revenues
of $15,006  compared  to $672 for the same period in 2005.  This  included a one
time gain on the fee in the amount of $15,000  realized by the Company  when the
potential sale of shares in Satellite  Organizing  Solutions,  Inc. to DejaView,
Inc. was terminated by DejaView, Inc.

The Company  realized $28,309 in gains from investments on the sale of shares in
Heartland,  Inc. in 2006 compared to $21,077  realized gains from investments in
the same period in 2005.

The  Company  incurred  a  decrease  in the  change  in  unrealized  gains  from
investments  of  $(226,397)  during the period in 2006 compared to a decrease in
the change in unrealized gains from investments of $(640,916) in the same period
in 2005.

The Company  incurred  expenses for  professional  fees in the amount of $33,355
during the  nine-month  period  ending  September  30, 2006 compared to $100,687
during the nine-month period ending September 30, 2005. This decrease of $67,332
is partially  due to  professional  fees incurred in 2005 related to a potential
investment that was terminated during the due diligence process.

The Company  incurred  insurance  costs of $38,896 during the nine-month  period
ending  September 30, 2006 compared to no insurance  costs during the nine-month
period  ending  September  30, 2005.  The  majority of  insurance  costs are for
Directors and Officers insurance.

The Company incurred  management fees,  salaries and directors fees in the total
amount of  $49,895  during the  nine-month  period  ending  September  30,  2006
compared to a total of $49,820 for the same nine-month  period ending  September
30, 2005.

Other  general and  administrative  expenses for the  nine-month  period  ending
September 30, 2006 totaled  $19,378  compared to $28,935 for the same nine-month
period ending September 30, 2005. This represents a decrease of $10,557.

                                       13
<PAGE>

The Company had a decrease in net assets from  operations of $(330,518)  for the
nine-month  period  ending  September  30,  2006 as  compared to decrease in net
assets of $(809,908) for the nine-month  period ending  September 30, 2005. This
represents a decrease of $479,390.  The decrease in net assets per share for the
nine-month  period in 2006 was $0.06  compared  to $0.15 for the same  period in
2005.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash position of $698 at September 30, 2006.  The Company owns
stock in two small public companies which it may sell in increments for capital.
The Company has current  liabilities of $324,813.  The Company  expects to raise
capital in connection  with its proposed  Regulation E offering and  anticipates
that the funds  available  from this  offering  would provide  required  working
capital for the next twelve months.

The notes payable of the Company  increased  during the quarter from $148,501 to
$162,622.  This increase is attributable to new loans from San Remo  Investments
in the amount of $4,121 (net of $4,000  repayment)  and  Theodore  Greenberg  (a
director of the company) in the amount of $500 and Michael Littman in the amount
of $4,500. In addition Advance Optics  Electronics,  Inc. increased its loans by
$5,000.

GOING CONCERN

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

NEED FOR ADDITIONAL FINANCING

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover  expenses as they may be
incurred. We intend to conduct a Regulation E Offering of up to 6,062,500 shares
at $0.80 per share.

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.

                                       14

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

The  management of the Company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
(evaluation  date) and have  concluded  that the  disclosure  controls  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

There were no changes in the small  business  issuer's  internal  controls  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act
that occurred  during the small business  issuer's third fiscal quarter that has
materially  affected  or is  reasonably  likely to  materially  affect the small
business issuer's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings, nor does management believe
that any such proceedings are contemplated.

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

During the nine month period ended September 30, 2006 5,000 shares of stock were
issued in full satisfaction on a note payable for $2,500.  Also during that same
period 12,000 shares of stock were issued for $6,000 in cash.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

                                       15

<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

(b) The following is a list of Current  Reports on Form 8-K filed by the Company
during and subsequent to the quarter for which this report is filed.

Form 8K filed on August 29, 2006





                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: January 31, 2007        INFINITY CAPITAL GROUP, INC.



                               By:/s/Gregory H. Laborde
                               _____________________________________________
                               Gregory H. Laborde, Chief Executive Officer,
                               President and Director


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Dated: January 31, 2007        INFINITY CAPITAL GROUP, INC.


                               By:/s/Theodore A. Greenberg
                               _____________________________________________
                               Theodore A. Greenberg, Chief Financial Officer,
                               Chief Investment Officer and Secretary



                                       16