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

                                   FORM 10-QSB
(MARK ONE)

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

              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

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

              FOR THE TRANSITION PERIOD FROM _______ TO ___________


                        COMMISSION FILE NUMBER: 000-30999
                                   -----------

                          INFINITY CAPITAL GROUP, INC.
                         ------------------------------
        (Exact name of small business issuer 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
                 Issuer's telephone number, including area code


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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      X                No
                                        --------------          -----------

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         As of  September  30,  2007 the  number  of shares  outstanding  of the
registrant's only class of common stock was 6,045,774.

         Transitional Small Business Disclosure Format (Check one):

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



<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


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

         Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006 (audited)..................     3

         Statements of Operations (unaudited) for the Three and Nine Months ended
         September 30, 2007  and 2006.........................................................................     4

         Statements of Cash Flows (unaudited) for the Nine Months ended
         September 30, 2007 and 2006..........................................................................     5

         Schedule of Investments as of September 30, 2007.....................................................     6

         Statements of Changes in Net Assets..................................................................     7

         Notes to Financial Statements (unaudited)............................................................     8

Item 2.  Management's Discussion and Analysis or Plan of Operations...........................................     13

Item 3.  Controls and Procedures..............................................................................     16

Item 3(A)T....................................................................................................     16

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     17

Item 3.  Defaults upon Senior Securities......................................................................     17

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     17

Item 5.  Other Information....................................................................................     17

Item 6.  Exhibits ............................................................................................     17

Signatures....................................................................................................     18
</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, 2006, included in the Company's Form 10-KSB.























                                        2


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                            September           December
                                                                                            30, 2007            31, 2006
                                                                                          --------------     ---------------
                                                                                            Unaudited

Assets
<S>                                                                                       <C>                <C>
         Investments in noncontrolled affiliates (Cost - $127,100 and $42,100)            $     129,711      $       78,938
         Controlled Investments (Cost - $136,326)                                               151,484             131,250
         Promissory Note                                                                         50,000
         Cash                                                                                       800              13,168
         Deferred offering costs                                                                 36,664              29,425
         Other assets                                                                             3,073
                                                                                          --------------     ---------------

                 Total assets                                                             $     371,732      $      252,781
                                                                                          ==============     ===============

Liabilities

         Accounts payable                                                                 $     189,503      $      154,069
         Accrued interest payable                                                                24,152      $       24,138
         Notes payable                                                                          158,020      $      147,501
         Deposits payable                                                                        80,072                   -
                                                                                          --------------     ---------------

                 Total liabilities                                                              451,747             325,708
                                                                                          --------------     ---------------

Net Assets                                                                                $     (80,015)     $      (72,927)
                                                                                          ==============     ===============


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
                 6,045,774 and 5,883,687 issued and outstanding                           $       6,046      $        5,884
                 respectively

         Additional paid-in capital                                                             435,017             389,311
         Accumulated income (deficit)
                 Accumulated net operating (deficit)                                           (713,496)           (674,533)
                 Net realized gain on investments, net of tax                                   174,650             174,650
                 Net unrealized increase of investments (no tax accrued)                         17,768              31,761
                                                                                          --------------     ---------------

Net Assets                                                                                $     (80,015)     $      (72,927)
                                                                                          ==============     ===============

Net Asset Value Per Share                                                                 $       (0.01)     $        (0.01)
                                                                                          ==============     ===============
</TABLE>

     The accompanying notes are an integral part of the financial statements

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

<TABLE>
<CAPTION>
                                                         Three Months Ended                      Nine Months Ended
                                                           September 30,                           September 30,
                                                        2007              2006                 2007              2006
                                                    --------------    --------------       --------------    --------------
Investment Income
<S>                                                 <C>               <C>                  <C>               <C>
        Investment fees                             $           -     $           -        $           -     $      15,000
        Interest Income                                        10                 2                   11                 6
        Consulting fees                                         -                 -              100,000                 -
                                                    --------------    --------------       --------------    --------------

Total Investment Income                                        10                 2              100,011            15,006
                                                    --------------    --------------       --------------    --------------

Expenses
        Salaries and wages                                      -                 -                    -             1,250
        Director Fees                                                         1,250                                  8,333
        Management fees                                     6,780            12,104               31,784            40,312
        Professional fees                                  11,052             4,621               32,198            33,355
        Insurance                                          10,930            12,465               36,284            38,896
        General and administrative                         10,255             5,508               30,432            19,378
        Interest                                            4,345             2,692                8,277             5,912
                                                    --------------    --------------       --------------    --------------

Total Expenses                                             43,362            38,640              138,975           147,436
                                                    --------------    --------------       --------------    --------------

Net Investment Income (Loss) before taxes                 (43,352)          (38,638)             (38,964)         (132,430)
                                                    --------------    --------------       --------------    --------------

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

Net investment income (loss)                              (43,352)          (38,638)             (38,964)         (132,430)

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                               -             9,651                    -            28,309
     Net change in unrealized increase (decrease),
       net of tax                                         (79,276)          (52,586)             (13,993)         (226,397)
                                                    --------------    --------------       --------------    --------------

Net realized and unrealized gains (losses)                (79,276)          (42,935)             (13,993)         (198,088)
                                                    --------------    --------------       --------------    --------------

Net increase (decrease) in net assets
     from operations                                $    (122,628)    $     (81,573)       $     (52,957)    $    (330,518)
                                                    ==============    ==============       ==============    ==============

Net increase (decrease) in net assets per share
  from continuing operations
  Basic                                             $       (0.02)    $       (0.01)       $       (0.01)    $       (0.06)
  Diluted                                           $       (0.02)    $       (0.01)       $       (0.01)    $       (0.06)
                                                    ==============    ==============       ==============    ==============

Weighted average number of shares outstanding
  Basic                                                 6,045,774         5,754,100            6,028,198         5,744,231
  Diluted                                               6,045,774         5,754,100            6,028,198         5,744,231
                                                    ==============    ==============       ==============    ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       4
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                Nine Months Ended
                                                                                         September 30,       September 30,
                                                                                            2007                 2006
                                                                                       ---------------      ----------------
                                                                                         Unaudited             Unaudited

Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
     Net increase (decrease) in net assets from operations                             $      (52,957)      $      (330,518)

     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                            13,993               226,397
        Proceeds from disposition of investment securities                                          -                41,793
        Net realized gain on investments                                                            -               (28,309)
        Investment securities received for services                                           (85,000)
        Promissory note                                                                       (50,000)
        Depreciation and amortization                                                              97
        Due from related parties                                                                    -                 6,484
        Deferred offering costs                                                                (7,239)               (8,310)
        Other assets                                                                           (3,169)
        Accounts payable                                                                       35,434                49,636
        Accrued interest payable                                                                   14
        Deposits payable                                                                       80,072                     -
                                                                                       ---------------      ----------------

                  Net cash provided by (used for)
                  operating activities                                                        (68,755)              (42,827)
                                                                                       ---------------      ----------------

Cash Flows from Investing Activities                                                                -                     -
                                                                                       ---------------      ----------------
Cash Flows from Financing Activities
        Proceeds from (payments on) notes payable                                              10,519                32,621
        Sale of common stock                                                                   45,868                 6,000
                                                                                       ---------------      ----------------

                  Net cash provided by (used for)
                  financing activities                                                         56,387                38,621
                                                                                       ---------------      ----------------

Increase (Decrease) in Cash                                                                   (12,368)               (4,206)
                                                                                       ---------------      ----------------
Cash and Cash Equivalents - Beginning of Period                                                13,168                 4,728
Cash and Cash Equivalents - end of Period                                              $          800       $           522
                                                                                       ===============      ================

</TABLE>

     The accompanying notes are an integral part of the financial statements


                                       5
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                               September 30, 2007
<TABLE>
<CAPTION>
                   Original
                    Date of                                                                   Original            Fair
    Shares        Acquisition                                                                   Cost              Value
----------------  ------------                                                           ----------------- ------------------
<S>               <C>          <C>                                                      <C>                <C>
                               Common stock in controlled affiliates - (1)

     2,500,000        Nov-04   Satellite Organizing Solutions, Inc.,
                               publicly traded over the counter,
                               communications & business systems
                               design and consulting                                    $        136,326  $         151,484
                                                                                        ----------------- ------------------

                               Subtotal (1)                                             $        136,326  $         151,484
                                                                                        ----------------- ------------------


                               Common stock in non-controlled affiliates - (1)


     4,210,000        Aug-04   Lumonall/Midland International, publicly
                               traded over the counter                                  $         42,100  $         121,211

        21,250        Apr-07   Fluid Media Networks, Inc. public reporting,
                               nontrading                                               $         85,000  $           8,500
                                                                                        ----------------- ------------------

                               Subtotal (1)                                             $        127,100  $         129,711
                                                                                        ----------------- ------------------

                               Promissory Notes - (1)

                      Sep-07   Resource Environmental Group Services
                               Due 11/30/07, 10% Per Annum                              $         50,000  $          50,000
                                                                                        ----------------- ------------------

                               Subtotal - (1)                                           $         50,000  $          50,000
                                                                                        ----------------- ------------------


                               TOTAL INVESTMENTS (1)                                    $        313,426  $         331,195
                                                                                        ================= ==================

</TABLE>

  (1)  Since Net Assets are negative at 09/30/07, percentage of net assets would
       be misleading and are not presented.

     The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                                       NINE-MONTHS
                                                                                          ENDED               YEAR ENDED
                                                                                      SEPTEMBER 30,            DEC. 31,
                                                                                          2007                   2006
                                                                                   --------------------     ----------------
                                                                                        Unaudited

Changes in net assets from operations:
<S>                                                                                <C>                      <C>
     Net investment income (loss)                                                  $           (38,964)     $      (179,189)
     Net realized gain (loss) on investments, net of tax                                                             28,309
     Net change in unrealized increase (decrease), net of tax                                  (13,993)            (197,041)
                                                                                   --------------------     ----------------

           Net increase (decrease) in net assets from operations                               (52,957)            (347,921)
                                                                                   --------------------     ----------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                                     9,596               56,000
      Issuance of common stock for debt                                                         36,273                3,500
                                                                                   --------------------     ----------------

           Net increase (decrease) in net assets from stock transactions                        45,869               59,500
                                                                                   --------------------     ----------------

Net increase (decrease) in net assets                                                          ( 7,088)            (288,421)
Net assets at beginning of year                                                                (72,927)             215,494
                                                                                   --------------------     ----------------

Net assets at end of period                                                        $           (80,015)     $       (72,927)
                                                                                   ====================     ================
</TABLE>

     The accompanying notes are an integral part of the financial statements



                                       7


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

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, 2007, and the results of operations and cash flows for all periods
presented have been made.


                                        8

<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

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  2006 Annual Report
filed dated  December 31, 2006.  The results of operations for the periods ended
September  30, 2007 and 2006 are not  necessarily  indicative  of the  operating
results for the full years.

NOTE 2 - INVESTMENTS

As of  September  30,  2007,  the  Company has made four  investments  in target
companies that total approximately $261,000 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
Fluid Media Networks                        May 2007          Common stock       85,000
Lumonall, Inc.*                             August 2004       Common stock       42,100
                                                                               ----------
                                                              Total             260,936
</TABLE>

* 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.

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.


                                        9


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

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

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

1)       Management reviews all investments and summarizes current status:

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

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

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

This policy became effective for the quarter ending September 30, 2006. Previous
to adopting this process management communicated informally with the independent
valuation  firm whose report was  submitted to the board of directors for review
and comment.  The audit  committee was formed in April 2006 and has reviewed the
valuation  reports and  financial  statements  beginning  with the quarter ended
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, 2007 and December 31,
2006 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.

                                       10


<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company  for the nine  months  ended  September  30, 2007 and 2006  incurred
expenses  of  approximately  $31,784  and  $40,312, respectively  to  a  company
affiliated through an Officer & Director for management fees.

NOTE 4 - NOTES PAYABLE

During the nine months ended  September  30, 2007,  the Company  incurred  notes
payable of  $74,020.  The  Company  repaid  $33,501 in notes  payable and issued
140,749  shares of common stock to retire $30,000 in notes payable and $6,273 in
accrued  interest.  As of  September  30, 2007,  $107,500 in notes  payable plus
related accrued interest are in default for lack of repayment by their due date.
$75,000  of the notes in default  are  secured by the  Company's  investment  in
Satellite Organizing  Solutions,  Inc. For the nine month period ended September
30, 2007 the Company incurred interest expense on notes payable of $8,277.

NOTE 5 - STOCKHOLDERS' EQUITY

During the nine  months  ended  September  30,  2007,  150,000 of the  Company's
warrants were exercised and 4,337  additional  shares were purchased for a total
of $3,395 in cash and cancellation of notes payable in the amount of $30,000 and
accrued interest of $6,273. 7,750 shares were issued for $6,250 in cash.

NOTE 6 - EMPLOYMENT CONTRACTS

On April 20, 2006 Gregory  Laborde and Theodore A. Greenberg  signed  employment
contracts with the Company with annual compensation set at $90,000 for each. Mr.
Greenberg  has agreed to  reduced  compensation  of $2,000  per month  until the
Company has completed its planned  Regulation E offering for at least $1,500,000
and to defer a proportionate  amount of his  compensation if the offering raises
less than  $3,000,000.  Such  deferral  until the Company has raised  additional
capital or sufficient income from fees and/or  investments is achieved.  In lieu
of Mr.  Laborde's  salary,  management  fees have  been paid to a company  he is
affiliated  with.  These fees have been in an amount lower than the  contractual
amount.  Mr.  Laborde and Mr.  Greenberg have agreed to waive all salary amounts
due under their contracts which were not paid by September 30, 2007.


                                       11

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

NOTE 7 - FINANCIAL HIGHLIGHTS

The  following is a schedule of financial  highlights  for the nine month period
ended September 30, 2007 and the year ended December 31, 2006.

<TABLE>
<CAPTION>
                                                                 NINE-MONTHS
                                                                    ENDED                 YEAR ENDED
                                                                 SEPTEMBER 30,              DEC. 31,
                                                                    2007                     2006
                                                               ----------------          -------------

PER SHARE INFORMATION
<S>                                                            <C>                       <C>
Net asset value, beginning of period                           $         (0.01)          $       0.04
                                                               ----------------          -------------

   Net investment income (loss) (1)                                      (0.01)                 (0.03)
   Net realized and unrealized gain (loss) (1)                           (0.00)                 (0.03)
                                                               ----------------          -------------

Net increase (decrease) in net assets
   resulting from operations (1)                                         (0.01)                 (0.06)
Issuance of common stock, warrants
   and other new equity (1)                                               0.01                   0.01
                                                               ----------------          -------------

Net asset (deficit) value, end of period                       $         (0.01)          $      (0.01)
                                                               ================          =============

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

Total Return Based Upon Net Asset Value (3)                                N/A                  -150%

RATIOS AND SUPPLEMENTAL DATA
Net assets (deficit), end of period                                    (80,015)               (72,927)
Common shares outstanding at end of period                           6,045,774              5,883,687
Diluted weighted average number of
   shares outstanding during the period                              6,080,786              5,752,888
Ratio of expenses to average net assets (4)(5)                             N/A                   930%
Ratio of net increase (decrease) in net assets
   from operations to average net assets (4)(5)                            N/A                 -1627%
Average Debt Outstanding                                               135,131                147,625
Average Debt Per Share (1)                                                0.02                   0.03

(1)  Calculated based on diluted  weighted average number of shares  outstanding
     during the year.
(2)  Not applicable - prior to public trading of shares
(3)  2007 did not start with positive net assets so cannot compute
(4)  Average net assets to date were  negative in 2007 so  calculation  would be
     misleading
(5)  Average net assets were low in 2006 resulting in calculation out of scale

</TABLE>

                                       12


<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.

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, 2007
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2006.

During the three-month  periods ending September 30, 2007 and September 30, 2006
the Company had negligible revenues.

During the three-month period ending September 30, 2007, the Company realized $0
in gains from sale of  investments  compared to $9,651 in realized  gains on the
sale of shares in Heartland, Inc. in the same period in 2006.

During the three-month  period ending September 30, 2007, the Company incurred a
decrease  in the  change in  unrealized  gains  from  investments  of  $(79,276)
compared to a decrease in the change in  unrealized  gains from  investments  of
$(52,586) in the same period in 2006.

The Company  incurred  expenses for  professional  fees in the amount of $11,052
during the  three-month  period  ending  September  30, 2007  compared to $4,621
during the same three month period ending September 30, 2006.

The Company  incurred  insurance costs of $10,930 during the three-month  period
ending  September 30, 2007  compared to $12,465  during the  three-month  period
ending September 30, 2006. The majority of insurance costs are for Directors and
Officers insurance.

Management fees,  salaries and directors fees for the three-month  period ending
September 30, 2007 totaled  $6,780  compared to $13,354  during the  three-month
period September 30, 2006.

Other  general and  administrative  expenses for the  three-month  period ending
September  30,  2007  totaled  $10,255   compared  to  $5,508  during  the  same
three-month period ending September 30, 2006 representing an increase of $4,747.

                                       13

<PAGE>

The Company had a net decrease in net assets from  operations of $(122,628)  for
the three-month  period ending  September 30, 2007 as compared to a net decrease
in net assets from  operations  of $(81,573) for the  three-month  period ending
September 30, 2005. This  represents a decrease of $41,055.  The decrease in net
assets per share from  operations for the  three-month  period in 2007 was $0.02
compared to $0.01 for the same period in 2006.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2007 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 2006.

During  the  nine-month  period  ending  September  30,  2007  the  Company  had
investment  income of $100,011  compared to $15,006 for the same period in 2006.
In 2007, this included consulting services to Fluid Audio Networks for which the
Company  received  $15,000 in cash and received  $85,000 in stock. In 2006, this
included  a $15,000  nonrefundable  deposit  realized  by the  Company  when the
potential sale of shares in Satellite  Organizing  Solutions,  Inc. to DejaView,
Inc. was terminated by DejaView, Inc.

During the nine-month  period ending September 30, 2007, the Company realized $0
in gains from sale of  investments  compared to $28,309 in realized gains on the
sale of shares in Heartland, Inc. in the same period in 2006.

During the  nine-month  period  ending  September  30,  2007 the  Company  had a
decrease in change in unrealized gains from investments of $(13,993) compared to
a decrease of $(226,397) for the same period in 2006.

The Company  incurred  expenses for  professional  fees in the amount of $32,198
during the  nine-month  period  ending  September  30, 2007  compared to $33,355
during the nine-month period ending September 30, 2006

The Company  incurred  insurance  costs of $36,284 during the nine-month  period
ending  September  30, 2007  compared to $38,896  during the  nine-month  period
ending September 30, 2006. 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  $31,784  during the  nine-month  period  ending  September  30,  2007
compared to a total of $49,895 for the same nine-month  period ending  September
30, 2006.

Other  general and  administrative  expenses for the  nine-month  period  ending
September 30, 2007 totaled  $30,432  compared to $19,378 for the same nine-month
period ending September 30, 2006. This represents an increase of $11,054.

The Company had a decrease in net assets from  operations  of $(52,957)  for the
nine-month  period  ending  September  30,  2007 as  compared to decrease in net
assets of ($330,518) for the nine-month  period ending  September 30, 2006. This
represents a reduced decrease of $277,561.

                                       14

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash position of $800 at September 30, 2007.  The Company owns
stock in one small public  company which it may sell in increments  for capital.
The Company has current  liabilities of $451,747.  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 $117,501 to
$158,020. This increase is attributable to a new loan of $50,000 from Richard A.
Moore,  of which  $23,500  was repaid  during the  quarter and a new loan in the
amount of $24,020 from Gregory Laborde (an officer and director of the company).
The remaining balance of $10,001 from a note payable to Bernard Pracko was fully
paid during the quarter.

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.  The Company filed its final  Regulation E offering  circular with the
Securities and Exchange  Commission on February 1, 2007. This final offering was
amended  from an  offering  of up to  1,250,000  Units at  $2.40  per Unit to an
offering of 6,062,500  shares for a maximum  aggregate  price of  $4,850,000  or
$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.  See  notes  under  "Subsequent
Events."

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.


                                       15

<PAGE>

OTHER AND SUBSEQUENT EVENTS

In January of 2007 the Company began  discussions  with Prolink  North  America,
Inc. to sell them 3,210,000 of its shares in Midland  International Corp. (which
subsequently changed its name to Lumonall,  Inc.). This would be accomplished in
four  equal  installments  of  802,500  shares at an agreed  price of $0.025 per
share.  The Company's cost basis in these shares is $0.01 per share. In February
of 2007 the Company  received an initial deposit of $11,900 towards the first of
these  installments.  In the second  quarter  the  Company  received  $48,120 as
additional  payments  toward this purchase and in the third  quarter  received a
final  payment of  $20,052.50.  The total of  $80,072.50  had been recorded as a
liability in the deposits  account on the balance sheet pending  delivery of the
shares.  On  October  4,  2007  the  shares  were  delivered  and the  sale  was
recognized.


ITEM 3. CONTROLS AND PROCEDURES

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

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls  and  procedures  as  defined in  Exchange  Act Rules  13a-14(c)  as of
September 30, 2007 the  "Evaluation  Date")  concluded that as of the Evaluation
Date,  the  Company's  disclosure  controls  and  procedures  were  adequate and
effective to ensure that material  information  relating to the Company would be
made known to them by individuals within those entities, particularly during the
period in which this quarterly  report was being  prepared and that  information
required to be disclosed in our SEC reports is recorded, processed,  summarized,
and reported within the time periods specified in the SEC's rules and forms.


ITEM 3(A)T. CONTROLS AND PROCEDURES

There have been no changes in the small business  issuer's internal control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  240.15d-15  that  occurred  during  the  small  business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonable
likely to materially  affect,  the small business issuer's internal control over
financial reporting.



                                       16


<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company  was named as  defendant  in a lawsuit  filed  March 28,  2007.  The
lawsuit was filed by Bernard  Pracko,  II as holder of a note from the  Company.
The matter was settled on August 7, 2007, and the Company  received a settlement
and release from Mr. Pracko.

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

7,750  shares of stock were issued for $6,200 in cash  during the quarter  ended
September 30, 2007.

The  Company  issued  the shares  pursuant  to its final  Regulation  E Offering
Circular which was filed with the Securities and Exchange Commission on February
1, 2007. The shares were issued without any restrictive legend.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

              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


                                       17

<PAGE>



                                   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: November 19, 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: November 19, 2007                    INFINITY CAPITAL GROUP, INC.



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



















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