                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                                (AMENDMENT NO. 2)



                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                          INFINITY CAPITAL GROUP, INC.
                      ------------------------------------
                                (Name of Issuer)

                         COMMON STOCK, $0.001 PER SHARE
                      ------------------------------------
                         (Title of Class of Securities)

                                      NONE
                      ------------------------------------
                                 (CUSIP Number)

                              THEODORE A. GREENBERG
                                 80 BROAD STREET
                                    5TH FLOOR
                               NEW YORK, NY 10004
                      ------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               SEPTEMBER 10, 2010
                      ------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss.240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



--------------------------------------------------------------------------------

<PAGE>


CUSIP No.             None
--------------------------------------------------------------------------------

          1.
               Names of Reporting Persons.
               I.R.S. Identification Nos. of above persons (entities only).

               Theodore A. Greenberg
               -----------------------------------------------------------------

          2.   Check the Appropriate Box if a Member of a Group
              (See Instructions)

               (a)
               (b)
               -----------------------------------------------------------------

          3.   SEC Use Only.

               -----------------------------------------------------------------

          4.   Source of Funds (See Instructions) (See item 3)                OO

               -----------------------------------------------------------------
          5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to
               Items 2(d) or 2(e)  |_|

               -----------------------------------------------------------------

          6.
               Citizenship or Place of Organization                United States
               -----------------------------------------------------------------


Number of                7.   Sole Voting Power                        1,100,000
Shares
Beneficially     ---------------------------------------------------------------
Owned by                 8.   Shared Voting Power                              0
Each
Reporting        ---------------------------------------------------------------
Person With              9.   Sole Dispositive Power                   1,100,000

                 ---------------------------------------------------------------

                        10.   Shared Dispositive Power                         0
                 ---------------------------------------------------------------


         11.   Aggregate Amount Beneficially Owned by Each Reporting Person

                                  1,100,000
               -----------------------------------------------------------------

         12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
               (See Instructions)

               -----------------------------------------------------------------

         13.   Percent of Class Represented by Amount in Row (11)       1.57%

               -----------------------------------------------------------------

         14.   Type of Reporting Person (See Instructions)

               IN
               -----------------------------------------------------------------

<PAGE>


ITEM 1. SECURITY AND ISSUER

The  security  upon which this  report is based is the common  stock,  par value
$0.001 per share, of Infinity Capital Group,  Inc., a Maryland  corporation (the
"Issuer"),  with executive  offices located at 80 Broad Street,  5th Floor,  New
York, NY 10004.  This statement  amends the Schedule 13D/A Amendment No. 1 dated
July 22, 2008 filed by Theodore A.  Greenberg.  The purpose of this Amendment is
to reflect that Mr. Greenberg's beneficial ownership is less than 5% as a result
of the transaction described in Item 4 below.



ITEM 2. IDENTITY AND BACKGROUND.

     (a) NAME: This statement is filed by Theodore A. Greenberg.


     (b) BUSINESS ADDRESS: 80 Broad Street, 5th Floor, New York, NY 10004


     (c) EMPLOYMENT  INFORMATION:  Theodore A. Greenberg is the Chief  Financial
Officer of Infinity  Capital Group,  Inc. is a senior  financial  executive with
more than 20 years experience in private equity, consulting, industry and public
accounting.  Mr.  Greenberg  is a  director  and  former  chairman  of the audit
committee of Biophan Technologies,  Inc. He was a General Partner and co-founder
of Park Avenue Equity  Partners,  LP, a $110 million private equity fund focused
on the middle market. In his five years with Park Avenue, Ted sourced, evaluated
and  negotiated  deals and worked  extensively  with  portfolio  companies  post
acquisition.  Prior to founding Park Avenue, he worked with Development Capital,
LLC  on  direct  equity  investments  and  served  as  consulting  CFO to one of
Development  Capital's  portfolio  companies.   Previously,   Ted  directed  the
financial  services practice at Marcum & Klieg man, LLP, a New York Metropolitan
area  accounting and consulting  firm where he advised on merger and acquisition
transactions, as well as operations and taxation. From 1980 to 1993 Ted provided
operations, finance and taxation consulting services to a variety of real estate
partnerships,  financial  service  companies and  entrepreneurial  ventures.  He
graduated with a BS in Accounting,  Cum Laude,  from the State University of New
York at Albany  and  received  an MBA in  Finance  &  Business  Policy  from the
University of Chicago. Ted earned certification as a Certified Public Accountant
in New York State.

     (d)  During  the last five (5)  years,  the  Reporting  Person has not been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors).

     (e)  During the last five (5) years,  the  Reporting  Person has not been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  as a result of which he is subject to a judgment,  decree or final
order  enjoining  final  violations of, or  prohibiting or mandating  activities
subject to federal  or state  securities  laws or  finding  any  violation  with
respect to such laws.

     (f) Theodore A. Greenberg is a citizen of United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Not Applicable


ITEM 4. PURPOSE OF TRANSACTION

On September 10, 2010,  Infinity  Capital  Group,  Inc., a Maryland  corporation
("Infinity"),   entered  into  a  Plan  and  Agreement  of  Reorganization  (the
"Agreement")  with  30DC,  Inc.,  a  Delaware  corporation,   ("30DC")  and  the
shareholders of 30DC, Inc. ("30DC Shareholders").
<PAGE>

In  exchange  for 100% of the issued and  outstanding  shares of 30DC,  Infinity
issued  60,984,000  shares of its restricted  common stock.  The shareholders of
30DC  received  13.2 shares of common  stock of Infinity  for every one share of
30DC. In connection  with the  transaction,  the Reporting  Person  received the
shares of the Issuer's  common stock being  reported in this  Schedule 13D. As a
result of the transaction  and additional  issuance of shares,  Mr.  Greenberg's
beneficial  ownership  in the Issuer  was  reduced to below 5% of the issued and
outstanding shares of common stock of the Issuer.

Infinity,  as  a  result  of  the  transaction,   became  the  sole  outstanding
shareholder  of 100% of the  outstanding  common shares of common stock of 30DC.
The business of 30DC is now the primary business of Infinity.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     (a) Aggregate number and percentage of the class of securities beneficially
owned:

Theodore A.  Greenberg  beneficially  owns 1,100,000  shares of Issuer's  common
stock,  representing  approximately  1.57% of the issued and outstanding  common
stock of the Issuer.

     (b)  Number of shares as to which  there is sole power to vote or to direct
the vote,  shared power to vote or to direct the vote,  sole power to dispose or
to  direct  the  disposition,  or  shared  power to  dispose  or to  direct  the
disposition:


        Sole Power to Vote or to Direct the Vote:                      1,100,000

        Shared Power to or to Direct the Vote:                                 0

        Sole Power to Dispose or to Direct the Disposition of:         1,100,000

        Shared Power to Dispose or to Direct the Disposition of:              0

     (c) Transactions in the securities effected during the past sixty days:

     See Item 4 above which is incorporated by reference herein.

     (d) No other  person  has the right to  receive  or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities.


     (e) The date on which the  reporting  person  ceased to be the  beneficiary
owner of more than five percent of the class of  securities:  September 10, 2010
(See Item 4 above).

           N/A

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

See Item 4 above which is incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

None


<PAGE>



                                   SIGNATURES

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Date: November 1, 2010                  By:   /s/ Theodore A. Greenberg
                                        -----------------------------------
                                              Theodore A. Greenberg
