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 MARCH 31, 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  March  31,  2007  the  number  of  shares  outstanding  of  the
registrant's only class of common stock was 6,038,024.

         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 March 31, 2007 (unaudited) and December 31, 2006 (audited)......................     2

         Statements of Operations (unaudited) for the Three Months ended
         March 31, 2007  and 2006.............................................................................     3

         Statements of Cash Flows (unaudited) for the Three Months ended
         March 31, 2007 and 2006..............................................................................     4

         Schedule of Investments as of March 31, 2007.........................................................     5

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

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

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

Item 3.  Controls and Procedures..............................................................................     13

Item 3.  (A)T Controls and Procedures.........................................................................     13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................................     14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........................................     14

Item 3.  Defaults upon Senior Securities......................................................................     14

Item 4.  Submission of Matters to a Vote of Security Holders..................................................     14

Item 5.  Other Information....................................................................................     14

Item 6.  Exhibits and Reports on Form 8-K.....................................................................     14

Signatures....................................................................................................     15
</TABLE>



<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.
















                                       1
<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                                 Balance Sheets


<TABLE>
<CAPTION>

                                                                                         March                   December
                                                                                       31, 2007                  31, 2006
                                                                                     --------------            -------------
                                                                                       Unaudited

ASSETS
<S>                                                                                  <C>                       <C>
     Investments in noncontrolled affiliates (Cost - $42,100)                        $     103,229             $     78,938
     Controlled Investments (Cost - $136,326)                                              133,234                  131,250
     Cash                                                                                      328                   13,168
     Accounts receivable                                                                   100,000                        -
     Deferred offering costs                                                                36,664                   29,425
                                                                                     --------------            -------------

TOTAL ASSETS                                                                         $     373,455             $    252,781
                                                                                     ==============            =============

LIABILITIES

     Accounts payable                                                                     $162,444                 $154,069
     Accrued interest payable                                                               19,921                   24,138
     Notes payable                                                                         117,501                  147,501
     Deposits payable                                                                       14,900
                                                                                     --------------            -------------

          Total Liabilities                                                                314,766                  325,708
                                                                                     --------------            -------------

Net Assets                                                                           $      58,689             $    (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
                         6,038,024 and 5,883,687 issued and outstanding              $       6,038             $      5,884
                         respectively

             Additional paid-in capital                                                    428,825                  389,311
             Accumulated income (deficit)
                         Accumulated net operating (deficit)                              (608,860)                (674,533)
                         Net realized gain on investments, net of tax                      174,650                  174,650
                         Net unrealized increase of investments (no tax accrued)            58,036                   31,761
                                                                                     --------------            -------------

Net Assets                                                                           $      58,689             $    (72,927)
                                                                                     ==============            =============

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


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

                                       2


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

<TABLE>
<CAPTION>

                                                                                            For the Three Months ended
                                                                                                     March 31,
                                                                                             2007                 2006
                                                                                        ---------------       --------------
Investment Income
<S>                                                                                     <C>                   <C>
     Investment Fees                                                                    $            -        $      15,000
     Interest                                                                                        -                    1
     Consulting Fees                                                                           100,000                    -
                                                                                        ---------------       --------------
                                                                                               100,000               15,001
                                                                                        ---------------       --------------

EXPENSES
     Salaries and wages                                                                              -                    -
     Management Fees                                                                             5,329               17,757
     Professional Fees                                                                           9,138               17,659
     Insurance                                                                                  11,132               12,465
     General and administrative                                                                  6,673                9,946
     Interest                                                                                    2,056                  784
                                                                                        ---------------       --------------

Total Expenses                                                                                  34,328               58,611
                                                                                        ---------------       --------------

Net Investment Income (Loss) before taxes                                                       65,672              (43,610)
                                                                                        ---------------       --------------

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

Net Investment Income (Loss)                                                                    65,672              (43,610)

Net realized and unrealized gains (losses):
     Net realized gain (loss) on investments
       net of tax                                                                                    -               12,533
     Change in unrealized increase (decrease)
       net of tax                                                                               26,275             (118,621)
                                                                                        ---------------       --------------

Net realized and unrealized gains (losses)                                                      26,275             (106,088)
                                                                                        ---------------       --------------

Net increase (decrease) in net assets from operations                                   $       91,947        $    (149,698)
                                                                                        ===============       ==============

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

Weighted average number of shares outstanding
  Basic                                                                                      6,000,297            5,739,187
  Diluted                                                                                    6,077,464            5,739,187
                                                                                        ===============       ==============

</TABLE>

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

                                       3

<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                             Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                                     Three Months
                                                                                                     Ended March 31,
                                                                                                2007               2006
                                                                                             ------------      -------------
                                                                                              Unaudited         Unaudited
Cash Flows from Operating Activities:
<S>                                                                                          <C>               <C>
     Net increase (decrease) in net assets from operations                                   $    91,947       $   (149,698)

     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                          (26,275)           118,621
            Proceeds from disposition of investments securities                                        -             15,129
            Gain on sale of securities                                                                 -            (12,533)
            Accounts receivable                                                                 (100,000)                 -
            Due from related parties                                                                   -              1,729
            Prepaid expenses                                                                           -            (33,241)
            Deferred Offering Costs                                                               (7,239)                 -
            Accrued payables                                                                       8,375             37,851
            Accrued interest payable                                                              (4,217)               784
            Deposits payable                                                                      14,900                  -
                                                                                             ------------      -------------

                       Net cash provided by (used for)
                       operating activities                                                      (22,509)           (21,358)
                                                                                             ------------      -------------

Cash Flows from Investing Activities

Cash Flows from Financing Activities
            Proceeds from notes payable                                                                -             19,500
            Repayment of notes payable                                                           (30,000)
            Sale of common stock                                                                  39,669                  -
                                                                                             ------------      -------------

                       Net cash provided by (used for)
                       financing activities                                                        9,669             19,500
                                                                                             ------------      -------------

Increase (Decrease) in Cash                                                                      (12,840)            (1,858)
                                                                                             ------------      -------------

Cash and Cash Equivalents - Beginning of Period                                                   13,168              4,728
                                                                                             ------------      -------------

Cash and Cash Equivalents - End of Period                                                    $       328       $      2,870
                                                                                             ============      =============

</TABLE>

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


                                       4
<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                             SCHEDULE OF INVESTMENTS
                                 March 31, 2007
<TABLE>
<CAPTION>

                 Original
                  Date of                                                                   Original            Fair
    Shares      Acquisition                                                                   Cost              Value
-----------------------------                                                           ----------------- ------------------
<S>             <C>            <C>                                                      <C>               <C>
                               Common stock in controlled affiliates -
                               227.01% of net assets

     2,500,000        Nov-04   Satellite Organizing Solutions, Inc.,
                               publicly traded over the counter
                               227.01% of net assets, communications
                               & business systems design and consulting                 $        136,326  $         133,234
                                                                                        ----------------- ------------------

                               Subtotal                                                 $        136,326  $         133,234
                                                                                        ----------------- ------------------

                               Common stock in non-controlled affiliates
                               175.89% of net assets

     4,210,000        Aug-04   Midland International Corporation, publicly
                               traded over the counter, 175.89% of net assets,
                               telecommunications                                       $         42,100  $         103,229
                                                                                        ----------------- ------------------

                               Subtotal                                                 $         42,100  $         103,229
                                                                                        ----------------- ------------------


                               TOTAL INVESTMENTS                                        $        178,426  $         236,463
                                                                                        ================= ==================
</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>
                                                                             THREE MONTHS
                                                                                ENDED                YEAR ENDED
                                                                              MARCH 31,               DEC. 31,
                                                                                 2007                   2006
                                                                           -----------------      -----------------

Changes in net assets from operations:
<S>                                                                        <C>                    <C>
     Net investment income (loss)                                          $         65,672       $       (179,189)
     Net realized gain (loss) on investments, net of tax                                                    28,309
     Net change in unrealized increase (decrease), net of tax                        26,275               (197,041)
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from operations                     91,947               (347,921)
                                                                           -----------------      -----------------

CAPITAL STOCK TRANSACTIONS:
      Proceeds from issuance of common stock                                          3,396                 56,000
      Issuance of common stock for debt                                              36,273                  3,500
                                                                           -----------------      -----------------

           Net increase (decrease) in net assets from stock transactions             39,669                 59,500
                                                                           -----------------      -----------------

Net increase (decrease) in net assets                                               131,616               (288,421)
Net assets at beginning of year                                                     (72,927)               215,494
                                                                           -----------------      -----------------

Net assets at end of period                                                $         58,689       $        (72,927)
                                                                           =================      =================
</TABLE>

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


                                       6
<PAGE>

                          INFINITY CAPITAL GROUP, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 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 ("1940
Act").

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

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

The  Company  invests in  portfolio  companies  that  management  identifies  as
emerging growth  companies  positioned to benefit from additional  financing and
managerial  assistance.  The portfolio  companies  frequently  have little or no
prior  operating  history.  The Company  intends on investing in emerging growth
companies,  defined as (A)  publicly  traded  companies  whose  market for their
securities  are  thinly  traded  which  may be  caused  by a shift  in  business
direction,  change in market or industry in which they operate, or various other
factors  causing their stock and trading in their stock to not be in or fall out
of favor; (B) publicly traded companies that have 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
March 31,  2007,  and the results of  operations  and cash flows for all periods
presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the audited  financial  statements
and related  notes and schedules  included in the  Company's  2006 Annual Report
filed dated  December 31, 2006.  The results of operations for the periods ended
March 31, 2007 and 2006 are not necessarily  indicative of the operating results
for the full years.

                                       7
<PAGE>


                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2007
NOTE 2 - INVESTMENTS

As of March 31, 2007, the Company has made three investments in target companies
that total  approximately  $175,000 in funded  capital.  We have  completed  the
following transactions:

PORTFOLIO COMPANY                         DATE            INVESTMENT      COST
Satellite Organizing Solutions, 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

* On July 18, 2005, Azonic Corporation changed its name to Midland International
Corporation.

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.

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;

                                       8
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2007

NOTE 2 - INVESTMENTS (continued)

     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 March 31, 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.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company,  during the three  months  ended March 31, 2007 and 2006,  incurred
expenses of approximately $5,329 and $17,757,  respectively, for management fees
and expenses to a company affiliated through an Officer & Director.

NOTE 4 - NOTES PAYABLE & INTEREST EXPENSE

During the three months ended March 31, 2007, the Company  retired notes payable
in the amount of $30,000  along with $6,273 in accrued  interest by the issuance
of 140,749  shares of common  stock.  As of March 31,  2007,  $117,501  in notes
payable  plus related  accrued  interest are in default for lack of repayment by
their due date. Of these notes in default,  $75,000 are secured by the Company's
investment in Satellite  Organizing  Solutions,  Inc. For the three month period
ended March 31, 2007, the Company incurred  interest expense on notes payable of
$2,056.


                                       9
<PAGE>
                          INFINITY CAPITAL GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2007
NOTE 5 - STOCKHOLDERS' EQUITY

During the three months ended March 31, 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.

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 March 31, 2007.

NOTE 7 - FINANCIAL HIGHLIGHTS

The following is a schedule of financial  highlights  for the three month period
ended March 31, 2007 and the year ended December 31, 2006.
<TABLE>
<CAPTION>
                                                                                  THREE MONTHS
                                                                                      ENDED                YEAR ENDED
                                                                                    MARCH 31,               DEC. 31,
                                                                                       2007                   2006
                                                                                -------------------    -------------------
<S>                                                                             <C>                     <C>
Per share information
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)                                                0.01                  (0.03)
                                                                                -------------------    -------------------

Net increase (decrease) in net assets
   resulting from operations (1)                                                              0.02                  (0.06)
Issuance of common stock, warrants
   and other new equity (1)                                                                                          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                                                         58,689                (72,927)
Common shares outstanding at end of period                                               6,038,024              5,883,687
Diluted weighted average number of
   shares outstanding during the period                                                  6,077,464              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                                                                   132,501                147,625
Average Debt Per Share (1)                                                                    0.02                   0.03
------------------------
</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)      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

                                       10
<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 MARCH 31, 2007 COMPARED
TO THE THREE MONTH PERIOD ENDED MARCH 31, 2006.

During the three-month  period ending March 31, 2007, the Company had investment
income of $100,000  compared  to $15,001  for the same period in 2006.  In 2007,
this included  consulting services to Fluid Audio Networks for which the Company
is to receive  $15,000 in cash and $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.

The Company had an increase in change in unrealized  gains from  investments  of
$26,275 in 2007  compared to a decrease in the change in  unrealized  gains from
investments of $(131,153) in the same period in 2006.

During the  three-month  period  ending  March 31,  2006,  the Company  realized
$12,533  in gains  from  investments  on the sale of shares in  Heartland,  Inc.
compared to $0 realized gains from investments in the same period in 2007.

The Company  incurred  expenses  for  professional  fees in the amount of $9,138
during the three-month period ending March 31, 2007,  compared to $17,659 during
the three month period ending March 31, 2006.

The Company  incurred  insurance costs of $11,132 during the three-month  period
ending March 31, 2007,  compared to $12,465 during the three-month period ending
March 31, 2006.  The majority of insurance  costs are for Directors and Officers
insurance.

The  Company  incurred  management  fees in the  amount  of  $5,329  during  the
three-month  period  ending  March 31,  2007,  compared  to  $17,757  during the
three-month period ending March 31, 2006 representing a decrease of $12,428.

Other  general and  administrative  expenses for the  three-month  period ending
March 31, 2007 were $6,673 compared to $9,946 during the same three-month period
ending March 31, 2007 representing a decrease of $3,273.

The Company had a net increase in net assets from operations of $131,616 for the
three-month  period  ending  March 31, 2007 as compared to a net decrease in net
assets from operations of $(149,698) for the three-month period ending March 31,
2006.  This  represents an increase of $281,314.  The increase in net assets per
share from operations for the three-month period in 2007 was $0.02 compared to a
decrease of $0.01 for the same period in 2006.

                                       11

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company  had a cash  position of $328 at March 31,  2007.  The Company  owns
stock in two small public companies which it may sell in increments for capital.
The Company has current  liabilities of $314,776.  The Company  expects to raise
capital in connection  with its proposed  Regulation E offering and  anticipates
that the funds  available  from this  offering  would provide  required  working
capital for the next twelve months.

The notes payable of the Company  decreased  during the quarter from $147,501 to
$117,501.  This  decrease  is  attributable  to  note  holders  Advanced  Optics
Electronics,  Inc.  and Arthur  Steinberg  purchasing  stock from the company by
exercising class A warrants they held.

GOING CONCERN

The Company has  incurred  losses  since  inception  and has minimal  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.

SUBSEQUENT EVENTS

In January of 2007,  the Company began  discussions  with Prolink North America,
Inc. to sell them 3,210,000 of the shares of Midland  International  Corp.  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.  The  agreement was finalized in April
2007 and the balance of the first installment was paid.

                                       12

<PAGE>


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 June
30, 2006 (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.  Subsequent  to
the  evaluation  date,  the Company  became  aware that  additional  disclosures
related  to '40 Act  reporting  are  required  and has  revised  its  disclosure
controls and procedures accordingly.  The filing of amended financial statements
and disclosures  complying with the '40 Act has been  completed.  To address any
significant  deficiencies and material weaknesses in its '40 Act reporting,  and
to take  all  required  corrective  actions,  the  Company  engaged  experienced
accounting professionals as consultants on '40 Act accounting disclosure and for
assistance in implementing  revised financial  statements complying with the '40
Act and ongoing '40 Act  compliance.  As a result,  all corrective  actions were
taken.

ITEM 3(A)T. CONTROLS AND PROCEDURES

There have been no changes in the small business  issuers  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.


                                       13
<PAGE>


                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company was named as  defendant in a lawsuit  filed on March 28,  2007.  The
lawsuit was filed by Bernard Pracko,  II, a holder of a promissory note from the
Company. The suit claims damages of $11,801,  which includes accrued interest on
the  promissory  note.  In  addition,  the  plaintiff  has  asked  the court for
continuing accrual of interest on the promissory note and to be reimbursed legal
fees.

The Company is in process of developing its response to this lawsuit.

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

During the three  month  period  ended  March 31,  2007,  154,337  shares of the
Company's  common  stock were issued in full  satisfaction  of notes  payable of
$30,000, accrued interest of $6,273 and for $3,395, 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

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


                                       14
<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: May 21, 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: May 21, 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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