**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 fiscal quarter ended June 30, 2007**
  **OR**
  **o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.**
  **For
        the transition period from __________ to __________**
  **Commission
        File No. 333-124405**
 
  **DIGITALPOST
        INTERACTIVE, INC.**
 (Exact
        Name of Small Business Issuer in its Charter)
  **Nevada**
              **98-0434357**(State
                  or Other Jurisdiction of
              (IRS
                  EmployerIncorporation)
              Identification
                  No.)
  **3240
        El Camino Real, Suite 230, Irvine, CA 92602**
 (Address
        of Principal Executive Offices)(Zip Code)
  **(714)
        824-3000**
 Registrant’s
        Telephone Number
  
 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 o
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
  Number
        of
        shares outstanding as of the close of business on August 14, 2007:
        52,833,385
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o   No x
  
 
 **INDEX**
 
 PART I
                  - FINANCIAL INFORMATIONItem
                  1.
              Condensed
                  Consolidated Balance Sheet at June 30, 2007 (unaudited)
              1Condensed
                  Consolidated Statements of Operations for the three and six months
                  ended
                  June 30, 2007 and 2006 (unaudited)
              2Condensed
                  Consolidated Statements of Cash Flows for the six months ended
                  June 30,
                  2007 and 2006 (unaudited)
              3Notes
                  to Condensed Consolidated Financial Statements (unaudited)
              4Item
                  2.
              Managements
                  Discussion and Analysis
              15Item
                  3.
              Controls
                  and Procedures
              21PART
                  II - OTHER INFORMATIONItem
                  1.
              Legal
                  Proceedings
              22Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              22Item
                  3.
              Defaults
                  Upon Senior Securities
              22Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              22Item
                  5.
              Other
                  Information
              22Item
                  6.
              Exhibits
              22
  
  **DIGITALPOST
        INTERACTIVE, INC.**
 **CONDENSED
        CONSOLIDATED**
 **BALANCE
        SHEET**
  June
                      30, 2007 (Unaudited)**Assets****Current
                  assets**Cash
                  and cash equivalents
              
              $
              61,300Other
                  current assets
              
              
              1,000Total
                  current assets
              
              
              62,300Property
                  and equipment, net
              
              
              71,500Web
                  site development costs, net
              
              
              97,900Other
                  assets
              
              
              8,500Total
                  assets
              
              $
              240,200**Liabilities
                  and Stockholders' Deficit****Current
                  liabilities**Accounts
                  payable
              
              $
              6,600Accrued
                  expenses
              
              
              84,200Deferred
                  revenue
              
              
              14,100Due
                  to stockholders
              
              
              201,000Total
                  liabilities, all current
              
              
              305,900**Commitments
                  and contingencies (Notes 3, 8 and 9)****Stockholders’
                  deficit**Preferred
                  Stock, $.001; 20,000,000shares
                  authorized; no sharesissued
                  and outstanding
              
              
              -Common
                  Stock, $.001 par value; 480,000,000shares
                  authorized; 52,833,385shares
                  issued and outstanding
              
              
              52,800Additional
                  paid-in capital
              
              
              1,372,500Common
                  stock subscription
              
              
              760,000Accumulated
                  deficit
              
              
              (2,251,000)Stockholders’
                  deficit
              
              
              (65,700)Total
                  liabilities and stockholders’ deficit
              
              $
              240,200
  The
        accompanying notes to condensed consolidated financial statements
        are
 an
        integral part of this balance sheet.
  1
  **DIGITALPOST
        INTERACTIVE, INC.**
 **CONDENSED
        CONSOLIDATED**
 **STATEMENTS
        OF OPERATIONS**
 
 Three
                          Months
                        Ended
                        June
                          30, 2007
                        (Unaudited)
              
              Three
                            Months
                          Ended
                          June
                            30, 2006
                          (Unaudited)
              
              Six
                            Months
                          Ended
                          June
                            30, 2007
                          (Unaudited)
              
              Six
                            Months
                          Ended
                          June
                            30, 2006
                          (Unaudited)**Revenues:**Subscriptions
              
              $
              16,800
              
              $
              1,900
              
              $
              29,000
              
              $
              1,900Professional
                  services
              
              
              10,000
              
              
              -
              
              
              10,000
              
              
              -Total
                  Revenue
              
              
              26,800
              
              
              1,900
              
              
              39,000
              
              
              1,900**Cost
                  of Revenues:**Subscriptions
              
              
              10,600
              
              
              1,900
              
              
              15,900
              
              
              3,900Professional
                  services
              
              
              6,400
              
              
              -
              
              
              6,400
              
              
              -Total
                  Cost of Revenue
              
              
              17,000
              
              
              1,900
              
              
              22,300
              
              
              3,900**Gross
                  Profit**
              
              
              9,800
              
              
              -
              
              
              16,700
              
              
              (2,000)**Operating
                  expenses:**Sales
                  and marketing
              
              
              196,200
              
              
              53,100
              
              
              302,300
              
              
              78,300General
                  and administrative
              
              
              340,200
              
              
              123,300
              
              
              1,013,000
              
              
              233,900**Total
                  operating expenses**
              
              
              536,400
              
              
              176,400
              
              
              1,315,300
              
              
              312,200**Loss
                  from operations**
              
              
              (526,600)
              
              
              (176,400)
              
              
              (1,298,600)
              
              
              (314,200)**Other
                  (expenses) income, net**
              
              
              (2,000)
              
              
              (200)
              
              
              (2,800)
              
              
              100**Net
                  loss**
              
              $
              (528,600)
              
              $
              (176,600)
              
              $
              (1,301,400)
              
              $
              (314,100)**Weighted
                  average outstanding shares**
              
              
              52,833,385
              
              
              72,800,000
              
              
              56,272,001
              
              
              66,300,000**Basic
                  and diluted loss per share**
              
              $
              (0.010)
              
              $
              (0.002)
              
              $
              (0.023)
              
              $
              (0.005)
 
 T he
        accompanying notes to condensed consolidated financial statements
        are
 an
        integral part of these statements.
  2
  **DIGITALPOST
        INTERACTIVE, INC.**
 **CONDENSED
        CONSOLIDATED**
 **STATEMENTS
        OF CASH FLOWS**
 
 Six
                  Months
                Ended
                June
                  30, 2007
                (unaudited)
              
              Six
                  Months
                Ended
                June
                  30, 2006
                (unaudited)**Cash
                  flows from operating activities**Net
                  loss
              
              $
              (1,301,400)
              
              $
              (314,100)Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
                  and amortization
              
              
              24,700
              
              
              16,700Non-cash
                  stock-based compensation
              
              
              247,500
              
              
              29,600Finders
                  fees and additional accrued compensation due to
                  stockholders
              
              
              92,500
              
              
              -Changes
                  in operating assets and liabilities:Other
                  assets
              
              
              (8,900)
              
              
              4,200Accounts
                  payable
              
              
              (31,100)
              
              
              (12,400)Accrued
                  expenses
              
              
              55,400
              
              
              2,600Deferred
                  revenue
              
              
              6,000
              
              
              2,000Net
                  cash used by operating activities
              
              
              (915,300)
              
              
              (271,400)**Cash
                  flows from investing activities**Acquisition
                  of property and equipment
              
              
              (56,000)
              
              
              (5,600)Web
                  site development costs
              
              
              (27,700)
              
              
              -Net
                  cash used by investing activities
              
              
              (83,700)
              
              
              (5,600)**Cash
                  flows from financing activities**Proceeds
                  from common stock subscriptions
              
              
              760,000
              
              
              425,000Financing
                  cost
              
              
              (25,000)
              
              
              (22,500)Due
                  to stockholders
              
              
              (25,000)
              
              
              (3,800)Cash
                  provided by line of credit
              
              
              13,300
              
              
              -Net
                  cash provided by financing activities
              
              
              723,300
              
              
              398,700**Net
                  (decrease) increase in cash and cash equivalents**
              
              
              (275,700)
              
              
              121,700**Cash
                  and cash equivalents, beginning of period**
              
              
              337,000
              
              
              37,700**Cash
                  and cash equivalents, end of period**
              
              $
              61,300
              
              $
              159,400*Supplemental
                  disclosures:*Cash
                  paid for income taxes
              
              $
              1,600
              
              $
              -Cash
                  paid for interest
              
              $
              700
              
              $
              -*Supplemental
                  disclosures of non cash activities:*Finders
                  fees and additional compensation due to stockholders
                  accrued
              
              $
              92,500
              
              $
              -
 
 The
        accompanying notes to condensed consolidated financial statements
        are
 an
        integral part of these statements.
  3
 
 **DIGITALPOST
        INTERACTIVE, INC.**
 NOTES
        TO CONDENSED UNAUDITED CONSOLIDATED
        FINANCIAL STATEMENTS
   **1.**  **BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
  *Organization
        and Merger*
 
 Prior
        to
        January 30, 2007, the Company was known as HomAssist Corporation, a Nevada
        corporation (“HomAssist”).  On January 30, 2007, the Company acquired The
        Family Post, Inc, a privately held California corporation. Immediately following
        the Merger (as defined below in Note 2), the Company changed its name to
        DigitalPost Interactive, Inc. (“DPI” or the “Company”) and began operating The
        Family Post, Inc.’s business of internet content sharing.
  The
        Company produces destination web sites that allow subscribers to securely
        share
        digital media, including photos, videos, calendars, message boards, and history.
        The Company’s proprietary web site administration system, Qwik-Post TM ,
        and
        online video uploading system, Video-Post SM, allow
        users of personal computers to manage these “virtual family rooms,” and provide
        a destination to display photo and video memories, discussions, and history.
  *Basis
        of Presentation*
  The
        accompanying condensed unaudited consolidated financial statements of the
        Company have been prepared in accordance with accounting principles generally
        accepted in the United States for the interim financial information and in
        accordance with the instructions per Item 310(b) of Regulation S-B. Accordingly,
        they do not include all of the information and footnotes required by accounting
        principles generally accepted in the United States for complete financial
        statements.
  As
        discussed further below in Note 2, immediately following the Merger, there
        were
        52,833,385 shares of DPI common stock outstanding, of which the pre-Merger
        stockholders of The Family Post, Inc. owned approximately 70.4% and the
        pre-Merger stockholders of HomAssist owned approximately 29.6%. As a result,
        Old
        TFP (as defined below in Note 2) has been treated as the acquiring company
        for
        accounting purposes.  The Merger has been accounted for as a reverse
        acquisition in accordance with generally accepted accounting principles in
        the
        United States of America, or “U.S. GAAP.”  Reported results of operations
        of the combined group after completion of the transaction reflects Old TFP’s
        operations.
  In
        the
        opinion of management, all adjustments, including normal recurring adjustments,
        considered necessary for a fair presentation have been included. The
        accompanying condensed unaudited consolidated financial statements should
        be
        read in conjunction with the audited consolidated financial statements of
        the
        Company included in the Company’s 2006 Form 10-KSB and Form 8-K/A Amendment No.
        3. Operating results for the three-month period and six-month period ended
        June
        30, 2007 are not necessarily indicative of the results that may be expected
        for
        the fiscal year ending December 31, 2007.
  *Basis
        of Consolidation*
  The
        accompanying condensed unaudited consolidated financial statements include
        the
        accounts of DPI and New TFP (as defined below in Note 2) its wholly-owned
        subsidiary.
  *Cash
        and Cash Equivalents*
 
 For
        purposes of reporting within the statement of cash flows, the Company considers
        all cash on hand, cash accounts not subject to withdrawal restrictions or
        penalties, and all highly liquid debt instruments purchased with a maturity
        of
        three months or less to be cash and cash equivalents.
 
 *Property
        and Equipment*
 
 The ** Company’s
        property and equipment are stated at cost. Depreciation and amortization
        are
        provided using the straight-line method over estimated useful lives of three
        to
        five years. Maintenance and repairs are charged to operations when incurred.
        Significant betterments are capitalized and depreciated over the estimated
        useful life of the related asset.
  4
  *Web
        Site Development Costs*
 
 Under
        Emerging Issues TaskForce Statement 00-2, *Accounting
        for Web Site Development Costs* (“EITF
        00-2”), costs and expenses incurred during the planning and operating stages of
        the Company’s web site are expensed as incurred. Under EITF 00-2, costs incurred
        in the web site application and infrastructure development stages are
        capitalized by the Company and amortized to expense over the web site’s
        estimated useful life or period of benefit. As of June 30, 2007, the Company
        had
        capitalized approximately $97,900, net of accumulated amortization related
        to
        its web site development.
 
 *Research
        and Development Costs*
  The
        Company expenses research and development costs as incurred.
 
 *Revenue
        Recognition*
 
 The
        Company’s subscription revenues are generated from monthly subscriptions for web
        site hosting services. The typical subscription agreement includes the usage
        of
        a personalized web site and hosting services. The individual deliverables
        are
        not independent of each other and are not sold or priced on a standalone
        basis.
        Costs to complete the web site and prepare it for the use of an end customer
        are
        minimal, and are expensed to cost of revenues as incurred. Upon the completion
        of a customer’s signup and initial hosting of the web site, the subscription is
        offered free of charge for a two week trial period during which the
        customer can cancel at anytime. In accordance with SAB No. 104, after the
        two week trial period has ended, revenue is recognized when all of the
        following conditions are satisfied: (1) there is persuasive evidence of an
        arrangement; (2) the service has been provided to the customer;
        (3) the amount of fees to be paid by the customer is fixed or determinable;
        and (4) the collection of the Company’s fees is probable. These criteria
        are met monthly as the Company’s service is provided on a month-to-month basis,
        and collections are generally made in advance of the services. There is no
        provision for refunds as of June 30, 2007, as the Company’s historical refund
        experience has been minimal.
 
 Customers
        signup and agree to purchase the web site service on a monthly or annual
        basis,
        at the customer’s option. The monthly customers pay monthly in advance of the
        services, and as the services are performed, the Company recognizes subscription
        revenue on a daily basis.
 
 For
        annual customers, upon payment of a full year’s subscription service, the
        subscription revenue is recorded as deferred revenue in the accompanying
        balance
        sheet. As services are performed, the Company recognizes subscription revenue
        ratably on a daily basis.
 
 Professional
        services revenue is generated from custom website design services. The Company’s
        professional services revenue from contracts for custom website design is
        recorded using a proportional performance model based on labor hours incurred.
        The extent of progress toward completion is measured by the labor hours incurred
        as a percentage of total estimated labor hours to complete. Labor hours are
        the
        most appropriate measure to allocate revenue among reporting periods, as
        they
        are the primary input to the provision of our professional services.
  *Loss
        per Common Share*
 
 Basic
        loss per share is computed by dividing the net loss attributable to the common
        stockholders by the weighted average number of shares of common stock
        outstanding during the period. Fully diluted loss per share is computed similar
        to basic loss per share except that the denominator is increased to include
        the
        number of additional common shares that would have been outstanding if the
        potential common shares had been issued and if the additional common shares
        were
        dilutive. Due to the anti-dilutive nature of the options, there is no effect
        on
        the calculation of weighted average shares for diluted net loss per common
        share. As a result, the basic and diluted net losses attributable per common
        share amounts are identical. 13,308,117 shares of potentially dilutive
        securities have been excluded for each of the three and six month periods
        ended
        June 30, 2007 because their effect was anti-dilutive. 12,702,346 shares of
        potentially dilutive securities have been excluded for each of the three
        and six
        month periods ended June 30, 2006 because their effect was
        anti-dilutive.
 
 *Stock-Based
        Compensation*
 
 In
        December 2004, the Financial Accounting Standard Board (“FASB”) issued Statement
        of Financial Accounting Standards (SFAS) No. 123R, *Share-Based
        Payment* ,
        which
        addresses the accounting for employee stock options. SFAS No. 123R requires
        that
        the cost of all employee stock options, as well as other equity-based
        compensation arrangements, be reflected in the consolidated condensed financial
        statements based on the estimated fair value of the awards. That cost will
        be
        recognized over the period during which an employee is required to provide
        service in exchange for the award—the requisite service period (usually the
        vesting period). The Company also applies the measurement provisions of EITF
        96-18 to awards granted to nonemployees.
  5
 
 The
        Company adopted SFAS No. 123R on January 1, 2006, using the modified-prospective
        transition method. Under the modified-prospective transition method, prior
        periods of the Company’s financial statements are not restated for comparison
        purposes. In addition, the measurement, recognition and attribution provisions
        of SFAS No. 123R apply to new grants and grants outstanding on the adoption
        date. Estimated compensation expense for outstanding grants at the adoption
        date
        will be recognized over the remaining vesting period using the compensation
        expense calculated for the pro forma disclosure purposes under SFAS No. 123, *Accounting
        for Stock-Based Compensation* .
        The
        Company’s calculations were made using the Black-Scholes option-pricing model
        with the following weighted average assumptions: expected life of 4.5 years;
        45
        percent stock price volatility; risk-free interest rate of 4.4%; forfeitures
        rate of 10% and no dividends during the expected term. During the three and
        six
        months ended June 30, 2007, the Company recognized employee stock option
        expense
        of approximately $17,700 negative expense and $247,500 expense, respectively.
        During the three and six months ended June 30, 2006, the Company recognized
        employee stock option expense of approximately $5,500 and $29,600,
        respectively.
 
 *Fair
        Value of Financial Instruments*
 
 The
        Company estimates the fair value of financial instruments using the available
        market information and valuation methods. Considerable judgment is required
        in
        estimating fair value. Accordingly, the estimates of fair value may not be
        indicative of the amounts the Company could realize in a current market
        exchange. As of June 30, 2007, the carrying value of accounts payable, loans
        from stockholders, and accrued liabilities approximated fair value due to
        the
        short-term nature and maturity of these instruments.
  *Concentration
        of Risk*
 
 As
        of
        June 30, 2007, the Company maintained its cash account at one commercial
        bank.
        The cash balance at June 30, 2007, did not exceed the FDIC coverage
        limit.
  *Advertising*
 
 Advertising
        and promotion costs are charged to operations when incurred. For the three
        and
        six months ended June 30, 2007, advertising and promotion costs amounted
        to
        $67,100, and $102,800, respectively. For the three and six months ended June
        30,
        2006, advertising and promotion costs amounted to $18,700, and $25,600,
        respectively.
  *Impairment
        of Long-Lived Assets*
 
 The
        Company evaluates the recoverability of long-lived assets and the related
        estimated remaining lives when events or circumstances lead management to
        believe that the carrying value of an asset may not be recoverable. For the
        three and six months ended June 30, 2007 and 2006 no events or circumstances
        occurred for which an evaluation of the recoverability of long-lived assets
        was
        required.
 
 *Deferred
        Finance Costs*
 
 The
        Company defers as other assets the direct incremental costs of raising capital
        until such time as the offering is completed. At the time of the completion
        of
        the offering, the costs are charged against the capital raised. Should the
        offering be terminated, deferred offering costs are charged to operations
        during
        the period in which the offering is terminated.
 
 *Estimates*
 
 The
        consolidated condensed financial statements are prepared on the basis of
        accounting principles generally accepted in the United States of America.
        The
        preparation of consolidated condensed financial statements in conformity
        with
        generally accepted accounting principles requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        as of
        June 30, 2007, and expenses for the three and six months ended June 30, 2007
        and
        2006. Actual results could differ from those estimates made by
        management.
  *Stock
        split*
 
 On
        July
        13, 2006, the Board of Directors authorized a 26-for-1 stock split of the
        Company’s $0.001 par value common stock.  As a result of the split,
        70,000,000 additional shares were issued and capital and additional paid-in
        capital were adjusted accordingly. All references in the accompanying financial
        statements to the number of common shares and per share amounts have been
        retroactively restated to reflect the stock split.
  6
 
 **(2)   
        Merger**
 
 Prior
        to
        January 25, 2007, the Company was known as HomAssist Corporation, a Nevada
        corporation (“HomAssist”).  On January 30, 2007, the Company acquired The
        Family Post, Inc, a privately held California corporation (“Old TFP”), pursuant
        to an agreement and plan of merger, dated as of January 16, 2007, as amended
        (the “Merger Agreement”), by and among the Company, Old TFP and our wholly-owned
        subsidiary (“Merger Sub”), providing for the merger of Merger Sub and Old TFP,
        with the Merger Sub being the surviving corporation as our wholly-owned
        subsidiary (the “Merger”).  Immediately following the Merger, the Company
        changed its name to DigitalPost Interactive, Inc. (“DPI” or the “Company”), the
        Merger Sub changed its name to The Family Post, Inc. (“New TFP”), and the
        Company began operating New TFPs business of internet content
        sharing.
  Prior
        to
        the Merger, HomAssist had 15,660,000 shares of common stock issued and
        outstanding. As part of the Merger, HomAssist issued 37,173,385 shares of
        its
        common stock to the former stockholders of Old TFP in exchange for all of
        the
        issued and outstanding shares of common stock of Old TFP (16,478,175
        shares).  As part of the Merger, HomAssist also adopted the existing stock
        option agreements of Old TFP (“Old TFP Option Agreements”) outstanding under
        which options to purchase 7,724,850 shares of common stock of Old TFP
        outstanding prior to the Merger were converted into options to purchase
        17,426,615 shares of common stock of DPI.
  Following
        the Merger, there were 52,833,385 shares of DPI common stock outstanding,
        of
        which the pre-Merger stockholders of HomAssist owned approximately 29.6%
        and the
        pre-Merger stockholders of Old TFP owned approximately 70.4%.  As a result,
        Old TFP has been treated as the acquiring company for accounting purposes. 
The Merger has been accounted for as a reverse acquisition in accordance
        with
        generally accepted accounting principles in the United States of America,
        or
“U.S. GAAP.”  Reported results of operations of the combined group after
        completion of the transaction reflects Old TFP’s operations.
  Unless
        otherwise indicated or the context otherwise requires, the terms “Company” and
“DPI,” refer to DigitalPost Interactive, Inc. (formerly known as HomAssist
        Corporation) and its affiliates, including its subsidiary New TFP, after
        giving
        effect to the Merger.
  **(3)   
        Going Concern and Management’s Plans**
 
 During
        the period ended December 31, 2005, the Company was incorporated, received
        working capital from its chief executive officer and principal stockholder
        in
        the amount of $168,000, and completed additional capital formation activities
        to
        raise $100,000 from the sale of common stock. Subsequent to December 31,
        2005,
        through January 30, 2007, the Company completed additional capital formation
        activities, and raised an aggregate amount of $895,000 from the sale of its
        common stock. On January 30, 2007, the Company completed the Merger (see
        further
        discussion in Note 2) to conduct additional capital formation activities
        through
        the issuance of its common stock as a source of capital to more aggressively
        market its products and services, and increase its revenue generating
        activities. On April 3, 2007, the Company agreed to a $4 million private
        placement for the issuance of up to 2.5 million restricted common shares
        of the
        Company at $1.57 per share. As of August 14, 2007, the Company has received
        $930,000 of the $4 million private placement and expects to complete the
        private
        placement during the third quarter of 2007. The offer and sale of the securities
        above were effected in reliance on the exemptions for sales of securities
        not
        involving a public offering, as set forth in Rule 506 promulgated under the
        Securities Act and in Section 4(2) and Section 4(6) of the Securities Act
        and/or
        Rule 506 of Regulation D.
 
 The
        accompanying consolidated condensed financial statements have been prepared
        in
        conformity with accounting principles generally accepted in the United States
        of
        America, which contemplate the continuation of the Company as a going concern.
        The Company has not established sufficient sources of revenue to cover its
        operating costs, and as such, has incurred an operating loss since inception.
        Further, as of June 30, 2007, the cash resources of the Company were
        insufficient to meet its current working capital needs and on going business
        plan. These and other factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The accompanying consolidated condensed
        financial statements do not include any adjustments to reflect the possible
        future effects on the recoverability and classification of assets or the
        amounts
        and classification of liabilities that may result from the possible inability
        of
        the Company to continue as a going concern.
  7
  **(4)**  **Property
        and equipment**
 
 Property
        and equipment consisted of the following:
 
 June
                    30, 2007Computer
                  equipment and software
              
              $
              47,500Furniture
                  and fixtures
              
              
              37,600Less
                  -accumulated depreciation and amortization
              
              
              (13,600)$
              71,500
 
 **(5)   
        Web site development costs**
 
 Web
        site
        development costs consisted of the following:
 
 June
                    30, 2007Website
                  development costs
              
              $
              146,600Less
                  -accumulated amortization
              
              
              (48,700)$
              97,900
 
 **(6)   
        Due to Stockholders**
 
 As
        of
        June 30, 2007, $99,000 was due to an officer of the Company and principal
        stockholder. The amount due to the officer was partially generated from the
        officer’s deferred salary. During the period from inception, July 14, 2005
        through January 31, 2006, the Company did not pay the officer’s salary, which
        amounted to $43,800. In November 2006, the officer also made an advance to
        the
        Company for $50,000 cash which bears interest at 10% and is due December
        8,
        2007. During the six months ended June 30, 2007, pursuant to an employment
        agreement with the officer, the Company accrued $50,000 additional compensation
        expense. During the six months ended June 30, 2007, $21,800 of the deferred
        salary was paid, $25,000 of the additional compensation expense was paid
        and no
        amounts were paid to the officer for his $50,000 advance.
 
 As
        of
        June 30, 2007, $102,000 was due to another officer of the Company who also
        is a
        stockholder. The amount due to the officer was partially generated from an
        agreement with a consulting firm owned by the officer. During the six months
        ended June 30, 2007, pursuant to the consulting agreement, the Company accrued
        $57,000 as a finder’s fee related to the $4 million private placement (see Note
        3, 7 and 11 for further discussion regarding the private placement). The
        amount
        due was also generated from an employment agreement with the officer, of
        which
        during the six months ended June 30, 2007, the Company accrued $70,000
        additional compensation expense. During the six months ended June 30, 2007,
        $25,000 of the finder’s fee was paid to the consulting firm and no amounts of
        the $70,000 additional compensation was paid.
  **(7)   
        Stockholders’ Equity**
 
 **Stock
        Split and Amendments**
  Effective
        July 18, 2006, the Company filed a certificate of change to effect a forward
        stock split of its issued and outstanding common stock.  The Board of
        Directors approved the forward split pursuant to the laws of the State of
        Nevada
        on July 13, 2006.  The filing was incorrect in regard to the certificate of
        change and on August 14, 2006, the Company filed a certificate of correction
        in
        regard to the forward split.   The forward split approved by the Board
        of Directors required the issuance of an additional twenty-five common shares
        for each one share issued.   On December 13, 2006, the board of directors
        approved an increase in the authorized shares of common stock from 75,000,000
        to
        500,000,000.
  On
        January 25, 2007, the board of directors and shareholders approved the
        reclassification of 20,000,000 shares of the Company’s capital stock to
        preferred stock, no par value, without any series, rights or preferences
        ascribed to it.
  8
 
 **Authorized
        Capital Stock**
  The
        Company is authorized to issue 480,000,000 shares of common stock, par value
        $0.001 per share, and 20,000,000 shares of preferred stock, par value $.001
        per
        share.
  **Common
        Stock**
  Immediately
        following the Merger on January 30, 2007 and as of June 30, 2007, there were 52,833,385 shares
        of our common stock issued and outstanding and no shares of preferred stock
        issued and outstanding (see Note 2 for further discussion on the Merger).
  The
        holders of common stock are entitled to one vote per share held and have
        the
        sole right and power to vote on all matters on which a vote of stockholders
        is
        taken. Voting rights are non-cumulative. Common stockholders are entitled
        to
        receive dividends when, as, and if declared by the Board of Directors, out
        of
        funds legally available therefore and to share pro rata in any distribution
        to
        stockholders. Upon liquidation, dissolution, or the winding up of the Company,
        common stockholders are entitled to receive the net assets of the Company
        in
        proportion to the respective number of shares held by them after payment
        of
        liabilities which may be outstanding. The holders of Common Stock do not
        have
        any preemptive right to subscribe for or purchase any shares of any class
        of
        stock of the Company. The outstanding shares of Common Stock will not be
        subject
        to further call or redemption and are fully paid and non-assessable. To the
        extent that additional common shares are issued, the relative interest of
        existing stockholders will likely be diluted.
  **Shares
        Issued Prior to the Merger**
  All
        references below in this section to shares of common stock are made on a
        post-Merger basis of Old TFP only:
  During
        the period from July 15, 2005 (date of inception) through December 31, 2005,
        the
        Company issued 20,754,431 shares of restricted common stock to the Company’s
        founder, Sole Director, Chief Executive Officer, and President for cash in
        the
        amount of $168,000.
 
 During
        the fourth quarter of 2005, the Company issued 1,127,958 shares of restricted
        common stock for cash in the amount of $100,000.
 
 During
        the first quarter of 2006, the Company issued 2,678,901 shares of restricted
        common stock for cash in the amount of $237,500.
 
 During
        the second quarter of 2006, the Company issued 2,496,171 shares of restricted
        common stock for cash in the amount of $187,500.
 
 During
        the third quarter of 2006, the Company issued 1,127,958 shares of restricted
        common stock for cash in the amount of $100,000.
 
 During
        the fourth quarter of 2006, the Company issued 4,173,445 shares of restricted
        common stock for cash in the amount of $370,000.
 
 During
        January 2007, the Company re-priced all common stock investor rounds made
        since
        July 14, 2005, the date of inception and cancelled related stock options
        issued
        with the investment. As a result, the Company issued an additional 4,419,979
        shares of common stock to investors and cancelled options to purchase 7,162,534
        shares of common stock. As part of the 4,419,979 new shares issued, 3,383,875
        shares of the common stock were issued to the Chief Executive Officer and
        as
        part of the 7,162,534 options cancelled, 4,511,833 of which were held by
        the
        Chief Executive Officer and were cancelled as part of this transaction. As
        part
        of the 4,419,979 new shares issued, 132,702 shares were returned by the then
        Consulting Chief Financial Officer and as part of the 7,162,534 options
        cancelled, 225,592 options were held by the then Consulting Chief Financial
        Officer and were cancelled as part of this transaction.
  9
  **Shares
        Issued in Connection with the Merger**
  As
        part
        of the Merger, the Company issued 37,173,385 shares of its common stock to
        the
        former stockholders of Old TFP in exchange for all of the issued and outstanding
        shares of common stock of Old TFP.  As part of the Merger, in exchange for
        options to purchase 7,724,850 shares of Old TFP common stock, the Company
        issued
        to the holders thereof options to purchase an aggregate of 17,426,615 shares
        of
        common stock under the same terms and conditions as the Old TFP Option
        Agreements.  As a result of the Merger, the former stockholders of Old TFP
        became holders of DPI common stock, and holders of Old TFP options became
        holders of options to acquire shares of DPI common stock.
 
 Following
        the Merger, there were 52,833,385 shares of DPI common stock outstanding,
        of
        which the pre-Merger stockholders of HomAssist owned approximately 29.6%
        and the
        pre-Merger stockholders of Old TFP owned approximately 70.4%.
  **Shares
        Issued After the Merger**
  During
        April 2007, the Company agreed to a $4 million private placement for the
        issuance of up to 2,540,000 restricted common shares at $1.57 per share.
        As of
        August 14, 2007, the Company has received $930,000 of the $4 million private
        placement, $760,000 of which was received during the six months ended June
        30, 2007, and management expects to complete the private placement during
        the third quarter of 2007. The offer and sale of the securities above were
        effected in reliance on the exemptions for sales of securities not involving
        a
        public offering, as set forth in Rule 506 promulgated under the Securities
        Act
        and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506
        of
        Regulation D.
  **Options**
 
 Just
        prior to the Merger, there were no outstanding options to
        purchase HomAssist's stock.
  Effective
        January 30, 2007, as part of the Merger, in exchange for options to purchase
        7,724,850 shares of Old TFP common stock, the Company issued to the holders
        thereof options to purchase an aggregate of 17,426,615 shares of the Company’s
        common stock under the same terms and conditions as the Old TFP option
        agreements. As part of the terms and conditions of the Old TFP option
        agreements, 50% of the options granted and oustanding just prior to the Merger
        fully vested and became exercisable as a result of the Merger transaction
        itself. As a result, 8,713,308 of the 17,426,615 options issued became fully
        vested and exercisable. See Note 2 for further discussion on the
        Merger.
 
 Stock
        options granted under those certain stock option agreements were granted
        at
        prices no less than the estimated fair value of the shares on the date of
        grant
        as determined by the board of directors, provided, however, that (i) the
        exercise price of an incentive stock option (“ISO”) shall not be less than 100%
        of the estimated fair value of the shares on the date of grant, respectively;
        and (ii) the exercise price of an ISO granted to a 10% stockholder shall
        not be
        less than 110% of the estimated fair value of the shares on the date of grant,
        respectively. ISO and nonstatutory stock options (“NSO”) stock options generally
        vest every nine months, over a three year period.
 
 *Summary
        of the 2007 Option Plan*
  On
        January 30, 2007, the board of directors approved and a majority of the
        Company’s stockholders ratified by consent the Company’s 2007 incentive and
        nonstatutory stock option plan (“Plan”). The 17,426,615 options to purchase the
        Company’s common stock issued under the terms of the Merger (discussed above)
        have been issued pursuant to the Plan.
  The
        Plan
        is intended to further the growth and financial success of the Company by
        providing additional incentives to selected employees, directors, and
        consultants to the Compay and its subsidiary corporations, as those terms
        are
        defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986,
        as
        amended (“Code”) (such subsidiary corporations hereinafter collectively referred
        to as “Affiliates”) so that such employees and consultants may acquire or
        increase their proprietary interest in the Company. Stock options granted
        under
        the Plan (hereinafter the “Options”) may be either “Incentive Stock Options,” as
        defined in Section 422A of the Code and any regulations promulgated under
        said
        Section, or “Nonstatutory Options” at the discretion of the Board of Directors
        of the Company (the “Board”) and as reflected in the respective written stock
        option agreements granted pursuant hereto.
  The
        Plan
        reserves twenty five million (25,000,000) shares of the Company's common
        stock.
  In
        accordance with the provisions of SFAS 123R, and for nonemployees, the
        measurement criteria of EITF 96-18, the Company recognized stock-based
        compensation expense of $247,500 for the six months ended June 30, 2007,
        respectively. The fair value of each option granted was estimated on the
        date of
        grant using the Black-Scholes option-pricing model. The expected volatility
        is
        based on industry comparables as the Company recently became a publicly held
        company. The risk-free rate is based on the U.S. Treasury yield curve in
        effect
        at the time of grant. The expected term of options granted is based on the
        remaining expected life of the option. The following weighted
        average assumptions were used for the options granted during the six months
        ended June 30, 2007 and June 30, 2006:
  10
 
 **Six
                  Months Ended**
                **June
                  30,****2007**
              
              **2006**Expected
                  volatility
              
              
              45.0%
              
              
              45.0%Risk-free
                  rate
              
              
              4.8%
              
              
              5.1%Expected
                  Term
              
              
              4.5
                  years
              
              
              4.5
                  years
 
 A
        summary
        of stock option activity for the six months ended June 30, 2007, is as
        follows:
 
 **Number of**
                    Shares
              
              **Weighted-**
                      **Average**
                      **Exercise**
                      **Price**
              
              **Weighted-**
                          **Average**
                          Remaining
                          Contractual
                          Term
              
              **Aggregate**
                    **Intrinsic**
                    **Value**Outstanding
                  as of December 31, 2006
              
              
              -
              
              
              -Options assumed
                  upon Merger
              
              
              24,589,149
              
              $
              .09Granted
              
              
              2,700,000
              
              $
              .76Cancelled
              
              
              (10,095,226)
              
              $
              .08Outstanding
                  as of June 30, 2007
              
              
              17,193,922
              
              $
              .19
              
              
              4.6
              
              $
              893,500
 
 A
        summary
        of the status of the nonvested options for the six months ended June 30,
        2007 is
        presented below:
 
 **Number of****Shares**
              
              **Weighted-****Average****Grant
                    Date****Fair Value**Nonvested
                  as of December 31, 2006
              
              
              -
              
              
              -Options assumed
                  upon Merger
              
              
              19,674,357
              
              $
              .09Granted
              
              
              2,700,000
              
              $
              .76Vested
              
              
              (5,506,843)
              
              $
              .09Cancelled
              
              
              (6,621,468)
              
              $
              .06Nonvested
                  as of June 30, 2007
              
              
              10,246,046
              
              $
              .30
  11
  Information
        regarding the weighted-average remaining contractual life and weighted-average
        exercise price of options outstanding and options exercisable at June 30,
        2007,
        for selected price ranges is as follows:
 
 Options
                  Outstanding
              
              Options
                  ExercisableExercise
                Prices
              
              
              Number
                Outstanding
              
              
              Weighted
                Average
                Remaining
                Contractual
                Life(in
                  Years)
              
              
              Weighted
                  Average
                Exercise
                Price
                per
                  Share
              
              
              Number
                Exercisable
              
              
              Weighted
                  Average
                Exercise
                Price
                per
                  Share$
                  0.04 - .49
              
              
              14,493,922
              
              
              4.6
              
              
              $  
                  .08
              
              
              6,947,876
              
              
              $  
                  .07$
                  .50 - 1.20
              
              
              2,700,000
              
              
              4.7
              
              
              $  
                  .76
              
              
              --
              
              
              $    
                  --17,193,922
              
              
              
              
              
              
              
              
              6,947,876
 
 As
        disclosed in Note 1, the Company applies SFAS
        No.
        123R in accounting for its stock-based awards.
 
 **Warrants**
  Just
        prior to the Merger, there were no warrants to purchase the Company’s stock
        outstanding.
  Effective
        January 30, 2007, as part of the Merger, the Company assumed a license agreement
        as amended which Old TFP entered into during 2006, part of which may obligate
        the Company to issue warrants to purchase its common stock at a future date,
        pending the achievement of certain milestones by the licensee. As of August
        14,
        2007, those milestones have not been met and no warrants have been issued.
        See
        Note 2 for further discussion on the Merger.
  **(8)   
        Related Party Transactions**
 
 On
        May
        15, 2007, the Company entered into an agreement with a company whereby its
        chief
        executive officer is also a related party of the Company pursuant to an advisory
        agreement and is also a member of our Board of Advisors. The agreement calls
        for
        the Company to provide custom web site pages for a total amount of $20,000,
        of
        which $10,000 was paid in June 2007. The remaining $10,000 is to be paid
        upon
        delivery of additional web site pages and expected to be completed during
        the
        third quarter of 2007.
 
 On
        June
        15, 2007, pursuant to a consulting agreement, the Company granted an option
        to
        purchase 75,000 shares of common stock of the Company to a consultant who
        is
        also a sibling of the chief executive officer of the Company.
 
 As
        of
        June 30, 2007, the Company owed two officers $201,000 in aggregate. One of
        the
        officers is also the sole director, chief executive officer, president and
        principal stockholder of the Company and the other officer is the chief
        financial officer and also a stockholder. See Note 6 for further
        discussion.
 
 Commencing
        from March 1, 2006 through January 30, 2007, a stockholder of the Company
        also
        served as a consulting chief financial officer under a consulting agreement
        with
        a consulting firm owned by the stockholder. From January 1, 2007 to January
        30,
        2007, for consulting services rendered, the consulting firm received $11,700
        cash proceeds. The consulting agreement also provides cash finder’s fees of 10%
        of any gross proceeds raised through an introduction made by the consultant
        and
        has been amended to provide for cash finder’s fees of 7.5%. During the six
        months ended June 30, 2007, the Company incurred $57,000 as financing costs
        of
        which $25,000 was paid to the consulting firm during the six months ended
        June
        30, 2007 for finder’s fees owed to the consulting firm. As of June 30, 2007, the
        Company owes the consulting firm $32,000 for unpaid finder’s fees.
 
 During
        January 2007, the Company re-priced all common stock investor rounds made
        since
        inception, July 14, 2005, and cancelled related stock options issued with
        those
        investments. As a result, the Company issued an additional 4,419,979 shares
        of
        common stock to its investors and cancelled options to purchase 7,162,534
        shares
        of common stock of the Company. As part of the 4,419,979 new shares issued,
        3,383,875 shares of common stock were issued to the chief executive officer,
        and
        as part of the options to purchase 7,162,534 shares cancelled, 4,511,833
        options
        were held by the chief executive officer, and were cancelled as part of this
        transaction. As part of the 4,419,979 new shares of common stock issued,
        132,702
        shares were returned back to the Company by the then consulting chief financial
        officer, and as part of the options to purchase 7,162,534 shares cancelled,
        225,592 options were held by the then consulting chief financial officer,
        and
        were cancelled as part of the this transaction.
  12
 
 On
        January 30, 2007, the Company entered into executive employment agreements
        with
        its chief executive officer and chief financial officer. The agreements for
        the
        chief executive officer and chief financial officer have terms of five and
        two
        years, respectively. In connection with the Merger, the agreements were filed
        with the Securities and Exchange Commission on Form 8-K, dated January 30,
        2007.
  The
        material terms of the chief executive officer’s agreement are: (i) base annual
        salary of $210,000; (ii) participation in our standard employee benefit plans;
        (iii) initial one time bonus of $50,000 for successful closing of Merger;
        (iv)
        reimbursable expenses customarily given to Executives; (v) other bonuses
        at the
        discretion of the board of directors and (vi) severance arrangements described
        below. If the Company terminates the chief executive officer’s employment
        agreement without cause, or if the chief executive officer resigns for good
        reason, each as defined in the agreement, the Company is obligated to pay
        the
        chief executive officer the greater of his annual salary for the remaining
        term
        of the agreement or three years of his annual salary rate at the time of
        termination without cause or resignation for good reason, benefits for
        24 months following the date of termination, and the right for
        24 months from the date of termination to exercise all vested options
        granted to him prior to that time; provided that in the event the termination
        occurs within 120 days of the execution of an agreement which results in a
        change of control, as described below, vesting of all options will be
        accelerated and in the event the termination occurs outside of such 120 day
        period, all unvested options that would have vested had the chief executive
        officer’s employment agreement remained in force through the end of the initial
        term will be fully vested immediately prior to such termination. The agreement
        may be partially cancelable to the extent the Company does not raise a minimum
        of $2 million within 90 days of the Merger.
 
 The
        material terms of the chief financial officer’s agreement are: (i) base annual
        salary of $175,000; (ii) participation in our standard employee benefit plans;
        (iii) initial one time bonus of $30,000 for successful closing of Merger
        (iv)
        reimbursable expenses customarily given to Executives; (v) various bonuses
        related to performance metrics; (vi) other bonuses at the discretion of the
        board of directors and (vii) severance arrangements described below. If the
        Company terminates the chief financial officer’s employment agreement without
        cause, or if the chief financial officer terminates the agreement with good
        reason, each as defined in the agreement, the Company is obligated to pay
        the
        chief financial officer: (i) his annual salary and other benefits earned
        prior to termination, (ii) the greater of his annual salary for the
        remaining term of the agreement or his annual salary payable over one year,
        (iii) benefits for 12 months following the date of termination, and
        (iv) the right for 12 months from the date of termination to exercise
        all vested options granted to him prior to that time; provided that in the
        event
        the termination occurs within 120 days of the execution of an agreement
        which results in a change of control, as described below, vesting of all
        options
        will be accelerated and in the event the termination occurs outside of such
        120 day period, all unvested options that would have vested had the chief
        financial officer’s employment agreement remained in force through the end of
        the initial term will be fully vested immediately prior to such termination.
        The
        agreement may be partially cancelable to the extent the Company does not
        raise a
        minimum of $2 million within 90 days of the Merger.
  **(9)   
        Commitments**
 
 In
        February 2007, the Company entered into a two year lease for its new principal
        offices. Monthly rent is $8,200 under this lease. Rent expense during the
        three
        and six months ended June 30, 2007 was $24,700 and $33,500,
        respectively.
 
 Pursuant
        to the office lease agreement, total rental payments of $49,200 are due through
        December 31, 2007; total payments of $98,400 are due through December 31,
        2008;
        and; total payments of $16,400 are due through December 31, 2009.
 
 In
        February 2006, the Company entered into a one year lease for its principal
        offices. Monthly rent was $2,200 under this lease which expired February
        2007.
        For the three and six months ended June 30, 2006, principal office lease
        expense
        under this lease amounted to $6,600 and $8,800, respectively.
  **(10)   
        Recent Accounting Pronouncements**
 
 FASB
        issued Interpretation No. 48, “ *Accounting
        for Uncertainty in Income Taxes”* (“FIN
        48”) in June 2006. FIN 48 defines the threshold for recognizing the benefits
        of
        tax return positions in the financial statements as “more-likely-than-not” to be
        sustained by the taxing authority. A tax position that meet the
“more-likely-than-not” criterion shall be measured at the largest amount of
        benefit that is more than 50% likely of being realized upon ultimate settlement.
        FIN 48 applies to all tax positions accounted for under Statement of Financial
        Accounting Standards No. 109, *Accounting
        for Income Taxes* (“SFAS
        109”). The Company adopted the provisions of FIN 48 as of January 1, 2007 and
        such adoption had no material impact on the Company’s consolidated financial
        position or results of operations.
  13
  
 In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* .”
This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles, and expands disclosure about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurement, the FASB having previously
        concluded in those accounting pronouncement that fair value is the relevant
        measurement attribute. This statement does not require any new fair value
        measurements. However, for some entities, the application of the statement
        will
        change current practice. This statement is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years. The Company is currently reviewing the effect,
        if
        any, that this new pronouncement will have on its consolidated condensed
        financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106 and 123(R)* .”
This
        statement improves financial reporting by requiring an employer to recognize
        the
        overfunded or underfunded status of a defined benefit postretirement plan
        (other
        than a multi-employer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets for a not-for-profit organization. This
        statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. This statement is effective
        for
        financial statements issued for fiscal years beginning after December 15,
        2008,
        and interim periods within those fiscal years. The Company is currently
        reviewing the effect, if any, that this new pronouncement will have on its
        consolidated condensed financial statements.
 
 In
        February 2007, the FASB issued SFAS No. 159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities—including an
        amendment of SFAS No.115, Accounting for Certain Investments in Debt and
        Equity
        Securities”* ,
        which
        applies to all entities with available-for-sale and trading securities. This
        Statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. The objective is to improve financial
        reporting by providing entities with the opportunity to mitigate volatility
        in
        reported earnings caused by measuring related assets and liabilities differently
        without having to apply complex hedge accounting provisions. This Statement
        is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a
        fiscal year that begins on or before November 15, 2007, provided the entity
        also elects to apply the provisions of FASB Statement No. 157,
“ *Fair
        Value Measurements* .”
We
        plan to adopt SFAS No. 159 effective January 1, 2008. Management is in the
        process of determining the effect, if any, the adoption of SFAS No. 159
        will have on the Company’s consolidated condensed financial
        statements.
 
 **(11)   
        Subsequent Events**
 
 Subsequent
        to June 30, 2007, the Company has received an additional $170,000 as part
        of the
        $4 million private placement (Note 3). As of August 14, 2007, the Company
        has
        received $930,000, in aggregate of the $4 million private placement entered
        into
        on April 3, 2007 and expects to complete the private placement during the
        third
        quarter of 2007. The offer and sale of the securities above were effected
        in
        reliance on the exemptions for sales of securities not involving a public
        offering, as set forth in Rule 506 promulgated under the Securities Act and
        in
        Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of
        Regulation D.
  14
  **Item
        2.  Management’s Discussion and Analysis**
  *The
        statements, other than statements of historical fact, included in this report
        are forward-looking statements. Forward-looking statements generally can
        be
        identified by the use of forward-looking terminology such as “may,” “will,”
“expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” or “believe.” We
        believe that the expectations reflected in such forward-looking statements
        are
        accurate. However, we cannot assure you that such expectations will occur.
        Our
        actual future performance could differ materially from such statements. You
        should not unduly rely on these forward-looking statements, which speak only
        as
        of the date of this report. Except as required by law, we are not obligated
        to
        release publicly any revisions to these forward-looking statements to reflect
        events or circumstances occurring after the date of this report or to reflect
        the occurrence of unanticipated events.*
  *This
        section should be read in conjunction with our condensed unaudited consolidated
        financial statements and the notes thereto, which are included elsewhere
        in this
        report,* *with
        the audited consolidated financial statements and related notes thereto as
        of
        December 31, 2006 and for the year ended December 31, 2006 included in
        our on Form 8-K/A Amendment No.3 filed with the Securities and Exchange
        Commission (“SEC”) on April 30, 2007 and with other company filings made with
        the SEC.*
  *Effective
        January 30, 2007, our capital structure and control had changed as a result
        of
        the Merger, as discussed previously in Item 1. Note 2 Merger.* *Since Old TFP is considered to be the accounting acquirer and surviving
        operating entity, the discussion held with in this section of Management’s
        Discussion and Analysis of Financial Condition and Results of Operations
        only
        includes the activity of Old TFP.*
  **Business
        Overview**
  We
        produce destination websites that allow subscribers and other users to securely
        share calendars, photos, videos, message boards and history. Our proprietary
        website administration system, Qwik-Post TM ,
        and
        online video uploading system, Video-Post SM allow
        PC
        users to manage these “virtual family rooms” and provides a destination to
        display photo and video memories, discussions, and history.
  We
        earn
        revenue primarily from subscriptions generated from monthly subscriptions
        for
        Website hosting services. The typical subscription agreement includes the
        usage
        of a personalized website and hosting services. S ince
        beginning in July 2005, w e
        developed our product, began operations and generated our first revenues. To
        date,
        we have generated 1,532 subscribers, have 2,704 users, and have transferred
        more
        than 515 gigabytes of consumer digital media across our systems.  However,
        our revenues are not sufficient to cover our operating costs and expenses.
        During the six months ended June 30, 2007, the year ended December 31, 2006
        and
        for the period from inception July 14, 2005 through December 31, 2005, our
        revenues were $39,000, $13,900 and $4,500, respectively. We are in the early
        phases of revenue generating activities and intend to market our product
        more
        aggressively upon completion of additional debt or equity financing. On January
        30, 2007, we completed the Merger further described in *Item
        1. Note 2 Merger* to
        assist us in raising additional working capital through equity or debt
        financing.
 
 **Current
        Conditions**
  Since
        the
        inception of our business in 2005, we have incurred significant losses.  We
        had incurred net losses of $1,301,400, $743,000 and $206,700 for the six
        months
        ended June 30, 2007, the year ended December 31, 2006 and for the period
        from
        inception July 14, 2005 through December 31, 2005, respectively. As
        of
        June 30, 2007, we had an accumulated deficit of approximately
        $2,251,000. We
        expect operating losses and negative cash flow to continue for the foreseeable
        future.  We anticipate that our losses will increase significantly from
        current levels because we expect to incur significant additional costs and
        expenses related to being a public company, brand development, advertising,
        marketing and promotional activities, as well as the employment of additional
        personnel as our business activities expand. Our ability to become profitable
        depends on our ability to generate new revenue and sustain substantially
        higher
        revenue while maintaining reasonable expense levels.  In particular,
        although we intend to increase significantly our spending on marketing and
        promotional activities, these efforts may not be effective in growing our
        brand,
        increasing our subscriber base or generating new revenues.  If we do not
        achieve profitability, we may not be able to continue our
        operations.
  Since
        inception, we have operated and sustained ourselves primarily from cash
        generated through equity financings. During the period from inception, July
        14,
        2005, through December 31, 2005, we received working capital from our founder
        and chief executive officer in the amount of $168,000 and completed additional
        capital raising in the amount of $100,000 from the sale of common stock to
        an
        unrelated stockholder. Subsequent to December 31, 2005 through January 30,
        2007,
        we have completed additional capital raising activities in the amount of
        $895,000 from further issuances of our common stock as well as receiving
        a cash
        advance from our chief executive officer in the amount of $50,000. Since
        January
        30, 2007 through the date of this report, we have received $930,000 as part
        of a
        $4 million private placement (discussed further below). We intend to conduct
        additional capital raising activities subsequent to the Merger including
        the
        completion of our $4 million private placement and issuance of our common
        stock
        to increase the marketing of our product and increase revenue generating
        activities.
  15
 
 On
        April
        3, 2007, we agreed to a $4 million private placement for the issuance of
        up to
        2.5 million restricted common shares of the Company at $1.57 per share. As
        of
        June 30, 2007, we have received $760,000 of the $4 million private placement
        and
        we expect to complete the private placement during the third quarter of 2007,
        although we have no assurance that such financing will be completed. The
        offer
        and sale of the securities above were effected in reliance on the exemptions
        for
        sales of securities not involving a public offering, as set forth in Rule
        506
        promulgated under the Securities Act and in Section 4(2) and Section 4(6)
        of the
        Securities Act and/or Rule 506 of Regulation D.
  **Going
        Concern**
  We
        have
        not established sufficient sources of revenue to cover our operating costs
        and,
        as such, we have incurred operating losses since inception. Further, as of
        June
        30, 2007, our cash resources were insufficient to meet our current working
        capital needs and on going business plan. These and other factors raise
        substantial doubt about our ability to continue as a going concern. The report
        of the independent registered public accounting firm accompanying the audit
        of
        our financial statements for the year ended December 31, 2006, as filed in
        our
        report on
        Form
        8-K/A Amendment No. 3, filed with the SEC, on April 30, 2007, contains
        an explanatory paragraph expressing substantial doubt about our ability to
        continue as a going concern because of our operating losses and our need
        for
        additional capital.  Such doubt could make it more difficult for us to
        raise additional capital and may materially and adversely affect the terms
        of
        any financing that we may obtain. The accompanying financial statements do
        not
        include any adjustments to reflect the possible future effects on the
        recoverability and classification of assets or the amounts and classification
        of
        liabilities that may result from the possible inability of us to continue
        as a
        going concern.
 
 **Results
        of Operations**
 
 *Three
        Months Ended June 30, 2007 Compared To Three Months Ended June 30,
        2006*
  Total
        revenue was $26,800 and $1,900 for the three months ended June 30, 2007 and
        2006, respectively, representing an increase of $24,900 or 1,310%. The increase
        was due to an increase in subscription revenues of $14,900 or 784% during
        the
        three months ended June 30, 2007 as compared to an increase of $1,900 during
        the
        same period last year and increased professional services of $10,000 during
        the
        three months ended June 30, 2007 as compared to no increase during the same
        period last year.
 
 Subscription
        revenues for the three months ended June 30, 2007 was $16,800 as compared
        to
        $1,900 during the same period last year. Subscription revenue increased $14,900 due to an increase in our customers
        to
        1,152 subscribers as of June 30, 2007 from 51 subscribers as of June 30,
        2006. The
        increase in subscriptions was due to additional marketing activities performed
        during the three months June 30, 2007 as compared to the same period last
        year.
        The Company was formed in July 2005 and revenue generating activities had
        just
        started in late 2005, as such, subscription revenues were just in the beginning
        stages during the beginning of 2006. As we continued marketing activities
        and
        promotions, subscription revenues continued to increase through June 30,
        2007.
 
 Professional
        services revenues for the three months ended June 30, 2007 was $10,000 as
        compared to none during the same period last year. The
        increase was due to us providing custom website design services under a contract
        entered into on May 15, 2007 with a company which is a related party (see
        Item
        1. Note 6 above for further discussion). There were no such services rendered
        during the same period last year. The contract calls for services of $20,000
        in
        aggregate, which we expect to complete in the third quarter of 2007. We are
        in
        negotiations to further extend our agreement, however, as of the date of
        this
        report, we have not renewed or amended the contract and as a result, the
        $20,000
        of aggregate revenue is non-recurring at this time.
 
 Total
        cost of revenue was $17,000 and $1,900 for the three months ended June 30,
        2007
        and 2006, respectively, representing an increase of $15,100 or 794%. The
        increase was due to an increase in subscription cost of revenues of $ 8,700
        or
        457% during the three months ended June 30, 2007 as compared to an increase
        of
        $1,900 during the same period last year and increased cost of professional
        services revenue of $6,400 during the three months ended June 30, 2007 as
        compared to no increase during the same period last year.
 
 The
        increase in cost of subscription revenues for the three months ended June
        30,
        2007 as compared to the same period last year is due to primarily having
        an
        increase in subscription sales. Cost of subscription revenues for the three
        months ended June 30, 2007 were mostly derived from hosting and setup services
        incurred from website services provided to our subscribers.
 
 The
        increase in cost of professional services revenues for the three months ended
        June 30, 2007 as compared to the same period last year is due to having provided
        professional services during the three months ended June 30, 2007 whereas
        there
        were no such services provided during the same period last
        year.
  16
 
 Sales
        and
        marketing expense was $196,200 and $53,100 for the three months ended June
        30,
        2007 and 2006, respectively, representing an increase of $143,100 or 269%.
        The
        increase was primarily due to higher amounts of sales and marketing activities
        and promotions during the three months ended June 30, 2007 as compared to
        the
        same period last year. An increase in media advertising of $44,500 and an
        increase in marketing salaries of $98,500 related to the addition of new
        marketing personnel primarily contributed to the overall increase in sales
        and
        marketing expense.
  General
        and administrative expense was $340,200 and $123,300 for the three months
        ended
        June 30, 2007 and 2006, respectively, representing an increase of $216,900
        or
        175%. The increase was primarily due to increased staff personnel in the
        amount
        of $119,000, increased public company expenses of $42,900 and increased office
        space related expenses of $7,400.
 
 *Six
        Months Ended June 30, 2007 Compared To Six Months Ended June 30,
        2006*
  Total
        revenue was $39,000 and $1,900 for the six months ended June 30, 2007 and
        2006,
        respectively, representing an increase of $37,100 or 1,953%. The increase
        was
        due to an increase in subscription revenues of $27,100 or 1,426% during the
        six
        months ended June 30, 2007 as compared to an increase of $1,900 during the
        same
        period last year and increased professional services of $10,000 during the
        six
        months ended June 30, 2007 as compared to no increase during the same period
        last year.
 
 Subscription
        revenues for the six months ended June 30, 2007 were $29,000 as compared
        to
        $1,900 during the same period last year. Subscription
        revenue increased $27,100 due to an increase in our customers to 1,152
        subscribers as of June 30, 2007 from 51 subscribers as of June 30, 2006. The
        increase in subscriptions was due to additional marketing activities performed
        during the six months June 30, 2007 as compared to the same period last year.
        The Company was formed in July 2005 and revenue generating activities had
        just
        started in late 2005, as such, subscription revenues were just in the beginning
        stages during the beginning of 2006. As we continued marketing activities
        and
        promotions, subscription revenues continued to increase through June 30,
        2007.
 
 Professional
        services revenues for the six months ended June 30, 2007 were $10,000 as
        compared to none during the same period last year. The increase was due to
        us
        providing custom website design services under a contract entered into on
        May
        15, 2007 with a company which is a related party (see Item 1. Note 6 above
        for
        further discussion). There were no such services rendered during the same
        period
        last year. The contract calls for services of $20,000 in aggregate, which
        we
        expect to complete in the third quarter of 2007. We are in negotiations to
        further develop the website pages, yet, as of the date of this report, we
        have
        not renewed or amended the contract and as a result, the $20,000 of aggregate
        revenue are non-recurring at this time.
 
 Total
        cost of revenue was $22,300 and $3,900 for the six months ended June 30,
        2007
        and 2006, respectively, representing an increase of $18,400 or 472%. The
        increase was due to an increase in subscription cost of revenues of $12,000
        or
        307% during the six months ended June 30, 2007 as compared to an increase
        of
        $3,900 during the same period last year and increased cost of professional
        services revenue of $6,400 during the six months ended June 30, 2007 as compared
        to no increase during the same period last year.
 
 The
        increase in cost of subscription revenues for the six months ended June 30,
        2007
        as compared to the same period last year is due to primarily having increase
        subscription sales. Cost of subscription revenues for the six months ended
        June
        30, 2007 were derived from hosting and setup services incurred from website
        services provided to our subscribers.
 
 The
        increase in cost of professional services revenues for the six months ended
        June
        30, 2007 as compared to the same period last year is due to having provided
        professional services during the six months ended June 30, 2007 where as
        there
        were no such services provided during the same period last year.
 
 Sales
        and
        marketing expense was $302,300 and $78,300 for the six months ended June
        30,
        2007 and 2006, respectively, representing an increase of $224,000 or 286%.
        The
        increase was primarily due to higher amounts of sales and marketing activities
        and promotions during the six months ended June 30, 2007 as compared to the
        same
        period last year. An increase in media advertising of $78,600 and an increase
        in
        marketing salaries of $138,500 related to the addition of new marketing
        personnel also contributed to the overall increase in sales and marketing
        expense.
  General
        and administrative expense was $1,013,000 and $233,900 for the six months
        ended
        June 30, 2007 and 2006, respectively, representing an increase of $779,100
        or
        333%. The increase was primarily due to increased staff personnel in the
        amount
        of $324,000, increased public company expenses of $125,900 and increased
        office
        space related expenses of $17,400. Also
        contributing to the change was the increase in non cash stock compensation
        expense. Included in general and administrative expense is non cash stock
        compensation expense of $247,500 and $29,600 for the six months ended June
        30,
        2007 and 2006, respectively, representing an increase of $217,900 or 736%.
        The
        increase is primarily due to a one-time expense of $210,600 associated with
        the
        vesting acceleration of options related to the Merger. As part of the Merger,
        in
        exchange for options to purchase 7,724,850 shares of Old TFP common stock,
        we
        issued to the holders thereof options to purchase an aggregate of 17,426,615
        shares of DPI common stock under the terms and conditions of the Company’s 2007
        incentive and nonstatutory stock option plan.  As part of the terms and
        conditions of the Old TFP option agreements, 50% of the options granted and
        outstanding just prior to the Merger fully vested and became exercisable
        as a
        result of the Merger transaction itself. As a result, 8,713,308 of the
        17,426,615 options issued are fully vested and exercisable and we recorded
        a
        one-time expense in the amount of $210,600 during the six months ended June
        30,
        2007. There was no such one-time expense during the same period last year.
  17
 
 **Liquidity
        and Capital Resources**
  At
        June
        30, 2007, our cash and cash equivalents were $61,300, a decrease of $275,700
        from $337,000 as of December 31, 2006. During the six months ended June 30,
        2007, we received $760,000
        as advance payments for a $4 million private placement (previously discussed
        above) and used approximately $915,300 during the same period for operations.
        Additionally, we used $83,700 of cash in the acquisition of property and
        equipment related to moving into our new offices in March 2007. Subsequent
        to
        June 30, 2007, we have received an additional $170,000 as part of the $4
        million
        private placement. We intend to conduct additional capital raising activities
        subsequent to the Merger including the completion of our $4 million private
        placement and the issuance of our common stock to increase the marketing
        of our
        product and increase revenue generating activities. As of August 14, 2007,
        we
        have received $930,000 in aggregate of the $4 million private placement and
        we
        expect to complete the private placement during the third quarter of 2007,
        although we have no assurance that such financing will be
        completed.
  Since
        inception, we have incurred losses and have had capital and stockholders’
deficits and limited cash to fund our operations.  Since inception through
        August 14, 2007, we have raised approximately $2.2 million through equity
        financing and have no other significant source of cash, except for an advance
        from stockholder of $50,000 obtained in November 2006 and unsecured line of
        credit in the amount of $20,000 obtained in December 2006. Although we expect
        to
        grow our revenues, they are not a significant source of cash at this time.
        Because we expect that revenues from operations will continue to be insufficient
        to meet our working capital needs, we likely will need to raise additional
        capital through equity or debt financings in the near future.  We cannot be
        certain that such capital will be available to us or whether such capital
        will
        be available on terms that are acceptable to us.  Such financing likely
        would be dilutive to existing stockholders and could result in significant
        financial and operating covenants that would negatively impact our
        business.  If we are unable to complete our $4 million private placement
        (discussed above) or to raise sufficient additional capital on acceptable
        terms,
        we will have insufficient funds to operate our business or pursue our planned
        growth.
  This
        current report is not an offer to sell, or a solicitation of an offer to
        buy,
        any of our securities.
  **Off-Balance
        Sheet Arrangements**
  As
        of
        June 30, 2007, we had no off-balance sheet arrangements.
  **Critical
        Accounting Policies and Estimates**
  *Use
        of Estimates* —The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosures of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period.  Actual results could differ from those
        estimates.
  *Web
        Site Development Costs* — Under
        Emerging Issues Taskforce Statement 00-2, *Accounting
        for Web Site Development Costs (* “EITF
        00-2”), costs and expenses incurred during the planning and operating stages of
        the Company’s web site are expensed as incurred. Under EITF 00-2, costs incurred
        in the web site application and infrastructure development stages are
        capitalized by the Company and amortized to expense over the web site’s
        estimated useful life or period of benefit.
 
 *Research
        and Development Costs* —We expense
        research and development costs as incurred.
 
 *Revenue
        Recognition* — Our
        subscription revenue is generated from monthly subscriptions for Website
        hosting
        services. The typical subscription agreement includes the usage of a
        personalized website and hosting services. The individual deliverables are
        not
        independent of each other and are not sold or priced on a standalone basis.
        Costs to complete the Website and ready it for the end customer are minimal
        and
        are expensed to cost of revenue as incurred. Upon the completion of a customers
        signup and initial hosting of the Website, the subscription is offered free
        of
        charge for a two week trial period during which the customer can cancel at
        anytime. In accordance with Staff Accounting Bulletin (SAB) No. 104, after
        the two week trial period has ended, revenue is recognized when all of the
        following conditions are satisfied: (1) there is persuasive evidence of an
        arrangement; (2) the service has been provided to the customer;
        (3) the amount of fees to be paid by the customer is fixed or determinable;
        and (4) the collection of our fees is probable. These criteria are met
        monthly as our service is provided on a month-to-month basis and collections
        are
        generally made in advance of the services. There is no provision for refunds
        as
        of June 30, 2007, as the Company’s historical refund experience has been
        minimal.
  18
 
 Customers
        signup and agree to purchase the website service on a monthly or annual basis,
        at the customer’s option. The monthly customers pay monthly in advance of the
        services and as the services are performed we recognize subscription revenue
        on
        a daily basis.
 
 For
        annual customers, upon payment of a full year’s subscription service, the
        subscription revenue is recorded as deferred revenue in the accompanying
        balance
        sheet. As services are performed, we recognize subscription revenue ratably
        on a
        daily basis.
 
 Professional
        services revenue is generated from custom website design services. Our
        professional services revenue from contracts for custom Website design is
        recorded using a proportional performance model based on labor hours incurred.
        The extent of progress toward completion is measured by the labor hours incurred
        as a percentage of total estimated labor hours to complete. Labor hours are
        the
        most appropriate measure to allocate revenue among reporting periods, as
        they
        are the primary input to the provision of our professional services.
  *Stock-Based
        Compensation* —Accounting
        for stock options issued to employees follows the provisions of SFAS No.
        123R, *Share-Based
        Payment* . 
        This statement requires an entity to measure the cost of employee services
        received in exchange for an award of equity instruments based on the grant-date
        fair value of the award.  That cost will be recognized over the period
        during which an employee is required to provide service in exchange for the
        award. We use the Black-Scholes option pricing model to measure the fair
        value
        of options granted to employees.
 
 *Fair
        Value of Financial Instruments* —The
        fair
        value of our assets and liabilities that qualify as financial instruments
        under
        SFAS No. 107, *Disclosures
        about Fair Value of Financial Instruments* ,
        approximate their carrying amounts.
  *Recently
        Issued Accounting Standards*
  In
        March
        2006, the FASB issued SFAS No. 156, *“Accounting
        for Servicing of Financial Assets,”* (“SFAS
        No. 156”), which amends SFAS No. 140, *”
        Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities.* ”
In
        a
        significant change to current guidance, SFAS No. 156 permits an entity to
        choose
        either of the following subsequent measurement methods for each class of
        separately recognized servicing assets and servicing liabilities: (1)
        Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        September 15, 2006. We are currently reviewing the effect, if any, that this
        new
        pronouncement will have on our financial statements.
 
 In
        June
        2006, the FASB issued SFAS Board Interpretation No. 48, “ *Accounting
        for Uncertainty in Income Taxes - an Interpretation of FASB statement No.
        109* ”
(“FIN
        48”), which clarifies the accounting for uncertainty in income taxes recognized
        in an enterprise’s financial statements in accordance with FASB No. 109. The
        interpretation prescribes a recognition threshold and measurement attribute
        for
        the financial statement recognition and measurement of a tax position taken
        or
        expected to be taken in a tax return. This interpretation also provides guidance
        on derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006, and we adopted FIN 48 on January 1, 2007.
        There was no material impact to our consolidated financial position or results
        of operations.
  In
        September 2006, the FASB issued SFAS No. 157, “ *Fair
        Value Measurements* .”
This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles, and expands disclosure about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurement, the FASB having previously
        concluded in those accounting pronouncement that fair value is the relevant
        measurement attribute. This statement does not require any new fair value
        measurements. However, for some entities, the application of the statement
        will
        change current practice. This statement is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years. We are currently reviewing the effect, if any,
        that
        this new pronouncement will have on our financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106 and 123(R)* .”
This
        statement improves financial reporting by requiring an employer to recognize
        the
        overfunded or underfunded status of a defined benefit postretirement plan
        (other
        than a multi-employer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets for a not-for-profit organization. This
        statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. We do not expect the adoption
        of
        this pronouncement to have a material impact on our financial
        statements.
  19
 
 In
        February 2007, the FASB issued SFAS No. 159, *“The
        Fair Value Option for Financial Assets and Financial Liabilities - including
        an
        amendment of SFAS No. 115, Accounting for Certain Investments in Debt and
        Equity
        Securities”* ,
        which
        applies to all entities with available-for-sale and trading securities. This
        Statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. The objective is to improve financial
        reporting by providing entities with the opportunity to mitigate volatility
        in
        reported earnings caused by measuring related assets and liabilities differently
        without having to apply complex hedge accounting provisions. This Statement
        is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided that the entity
        also
        elects to apply the provisions of FASB Statement No. 157, Fair Value
        Measurements. We plan to adopt SFAS No. 159 effective January 1, 2008. We
        are in
        the process of determining the effect, if any, the adoption of SFAS No. 159
        will
        have on our financial statements.
 
 *Related
        Party Transactions*
  On
        May
        15, 2007, the Company entered into an agreement with a company whereby its
        chief
        executive officer is also a related party of the Company pursuant to an advisory
        agreement and is also a member of our Board of Advisors. The agreement calls
        for
        the Company to provide custom web site pages for a total amount of $20,000,
        of
        which $10,000 was paid in June 2007. The remaining $10,000 is to be paid
        upon
        delivery of additional web site pages and expected to be completed during
        the
        third quarter of 2007.
 
 On
        June
        15, 2007, pursuant to a consulting agreement, the Company granted an option
        to
        purchase 75,000 shares of common stock of the Company to a consultant who
        is
        also a sibling of the chief executive officer of the Company.
 
 As
        of
        June 30, 2007, the Company owed two officers $201,000 in aggregate. One of
        the
        officers is also the sole director, chief executive officer, president and
        principal stockholder of the Company and the other officer is the chief
        financial officer and also a stockholder (see Item 1. Note 6 for further
        discussion).
 
 Commencing
        from March 1, 2006 through January 30, 2007, a stockholder of the Company
        also
        served as a consulting chief financial officer under a consulting agreement
        with
        a consulting firm owned by the stockholder. From January 1, 2007 to January
        30,
        2007, for consulting services rendered, the consulting firm received $11,700
        cash proceeds. The consulting agreement also provides cash finder’s fees of 10%
        of any gross proceeds raised through an introduction made by the consultant
        and
        has been amended to provide for cash finder’s fees of 7.5%. During the six
        months ended June 30, 2007, the Company incurred $57,000 as financing costs
        of
        which $25,000 was paid to the consulting firm during the six months ended
        June
        30, 2007 for finder’s fees owed to the consulting firm. As of June 30, 2007, the
        Company owes the consulting firm $32,000 for unpaid finder’s fees.
 
 During
        January 2007, the Company re-priced all common stock investor rounds made
        since
        inception, July 14, 2005, and cancelled related stock options issued with
        those
        investments. As a result, the Company issued an additional 4,419,979 shares
        of
        common stock to its investors and cancelled options to purchase 7,162,534
        shares
        of common stock of the Company. As part of the 4,419,979 new shares issued,
        3,383,875 shares of common stock were issued to the chief executive officer,
        and
        as part of the options to purchase 7,162,534 shares cancelled, 4,511,833
        options
        were held by the chief executive officer, and were cancelled as part of this
        transaction. As part of the 4,419,979 new shares of common stock issued,
        132,702
        shares were returned back to the Company by the then consulting chief financial
        officer, and as part of the options to purchase 7,162,534 shares cancelled,
        225,592 options were held by the then consulting chief financial officer,
        and
        were cancelled as part of the this transaction.
  On
        January 30, 2007, the Company entered into executive employment agreements
        with
        its chief executive officer and chief financial officer. The agreements for
        the
        chief executive officer and chief financial officer have terms of five and
        two
        years, respectively. In connection with the Merger, the agreements were filed
        with the Securities and Exchange Commission on Form 8-K, dated January 30,
        2007.
  The
        material terms of the chief executive officer’s agreement are: (i) base annual
        salary of $210,000; (ii) participation in our standard employee benefit plans;
        (iii) initial one time bonus of $50,000 for successful closing of Merger;
        (iv)
        reimbursable expenses customarily given to Executives; (v) other bonuses
        at the
        discretion of the board of directors and (vi) severance arrangements described
        below. If the Company terminates the chief executive officer’s employment
        agreement without cause, or if the chief executive officer resigns for good
        reason, each as defined in the agreement, the Company is obligated to pay
        the
        chief executive officer the greater of his annual salary for the remaining
        term
        of the agreement or three years of his annual salary rate at the time of
        termination without cause or resignation for good reason, benefits for
        24 months following the date of termination, and the right for
        24 months from the date of termination to exercise all vested options
        granted to him prior to that time; provided that in the event the termination
        occurs within 120 days of the execution of an agreement which results in a
        change of control, as described below, vesting of all options will be
        accelerated and in the event the termination occurs outside of such 120 day
        period, all unvested options that would have vested had the chief executive
        officer’s employment agreement remained in force through the end of the initial
        term will be fully vested immediately prior to such termination. The agreement
        maybe partially cancelable to the extent the Company does not raise a minimum
        of
        $2 million within 90 days of the Merger.
  20
 
 The
        material terms of the chief financial officer’s agreement are: (i) base annual
        salary of $175,000; (ii) participation in our standard employee benefit plans;
        (iii) initial one time bonus of $30,000 for successful closing of Merger
        (iv)
        reimbursable expenses customarily given to Executives; (v) various bonuses
        related to performance metrics; (vi) other bonuses at the discretion of the
        board of directors and (vii) severance arrangements described below. If the
        Company terminates the chief financial officer’s employment agreement without
        cause, or if the chief financial officer terminates the agreement with good
        reason, each as defined in the agreement, the Company is obligated to pay
        the
        chief financial officer: (i) his annual salary and other benefits earned
        prior to termination, (ii) the greater of his annual salary for the
        remaining term of the agreement or his annual salary payable over one year,
        (iii) benefits for 12 months following the date of termination, and
        (iv) the right for 12 months from the date of termination to exercise
        all vested options granted to him prior to that time; provided that in the
        event
        the termination occurs within 120 days of the execution of an agreement
        which results in a change of control, as described below, vesting of all
        options
        will be accelerated and in the event the termination occurs outside of such
        120 day period, all unvested options that would have vested had the chief
        financial officer’s employment agreement remained in force through the end of
        the initial term will be fully vested immediately prior to such termination.
        The
        agreement maybe partially cancelable to the extent the Company does not raise
        a
        minimum of $2 million within 90 days of the Merger.
  *Risk
        Factors*
 
 Information
        on risk factors can be found in “Item 2.01 Completion of Acquisition Or
        Disposition Of Assets” under the heading “Risk Factors” in our Report on Form
        8-K/A Amendment No. 3, dated January 30, 2007, filed with the SEC on April
        30,
        2007 and in “Item 6. Management’s Plan of Operation” under the heading “Risks
        Related to Our Business” in our Annual Report on Form 10-KSB for the year ended
        December 31, 2006 filed with the SEC on March 31, 2007. There have been no
        material changes to our risk factors during the quarter ended June 30, 2007,
        other than discussed below.
 
 *We
        have experienced continued losses and expect to incur substantial net losses
        in
        the future.  If we do not achieve profitability, our financial condition
        and stock price could suffer.*
  Since
        the
        inception of our business in 2005, we have incurred significant losses and
        only
        began generating revenue during the second quarter of 2005.  For the three
        and six month periods ended June 30, 2007, we had incurred net losses of
        $528,600 and $1,301,400, respectively. For the year ended December 31, 2006
        and
        for the period from inception July 14, 2005 to December 31, 2005, we had
        incurred net losses of $743,000 and $206,700, respectively. As
        of
        June 30, 2007, we had an accumulated deficit of approximately
        $2,251,000
  We
        expect
        operating losses and negative cash flow from operations to continue for the
        foreseeable future.  We anticipate that our losses will increase
        significantly from current levels because we expect to incur additional costs
        and expenses related to being a public company, brand development, advertising,
        marketing and promotional activities, as well as the employment of additional
        personnel as our business expands.
  Our
        ability to become profitable depends on our ability to generate new revenue
        and
        sustain substantially higher revenue while maintaining reasonable expense
        levels.  In particular, although we intend to increase significantly our
        spending on marketing and promotional activities, these efforts may not be
        effective in growing our brand, increasing our subscriber base or generating
        new
        revenues.  If we do not achieve profitability, we may not be able to
        continue our operations.
  *There
        is no assurance of completion of the entire $4 million private
        placement.*
  On
        April
        3, 2007, we agreed to a $4 million private placement for the issuance of
        up to
        2.5 million restricted common shares of DPI at $1.57 per share. As August
        14,
        2007, we have received $930,000 of the $4 million private placement and we
        expect to complete the private placement during the third quarter of 2007,
        although we have no assurance that such financing will be completed. If we
        do
        not complete and raise the entire $4 million private placement or raise
        alternative capital, we
        will
        have insufficient funds to operate our business and continue our
        operations.
  **Item
        3.  Controls and Procedures**
  We
        maintain disclosure controls and procedures that are designed to ensure that
        information required to be disclosed in our exchange act reports is recorded,
        processed, summarized and reported within the time periods specified under
        the
        Securities and Exchange Commission’s rules and forms, and that such
        information is accumulated and communicated to our management, including
        our
        principal executive officer and our principal financial officer, as appropriate,
        to allow timely decisions regarding required disclosures. Our disclosure
        controls and procedures are designed to provide reasonable assurance of
        achieving their objectives.  Our management, including our principal
        executive officer and our principal financial officer, does not expect that
        our
        disclosure controls or procedures will prevent all errors and all fraud.
        A
        control system, no matter how well conceived and operated, can provide only
        reasonable, not absolute assurance that the objectives of the control system
        are
        met. Further, the benefits of controls must be considered relative to their
        costs. Because of the inherent limitations in all control systems, no evaluation
        of controls can provide absolute assurance that all control issues and instances
        of fraud, if any, within us have been detected.
  21
 
 We
        carried out an evaluation, under the supervision and with the participation
        of
        our management, including our principal executive officer and our principal
        financial officer, of the effectiveness of the design and operation of our
        disclosure controls and procedures as of the end of the period covered by
        this
        report. Based on the foregoing, our principal executive officer and our
        principal financial officer concluded that our disclosure controls and
        procedures were effective at the reasonable assurance level.
  There
        has
        been no change in our internal control over financial reporting during the
        Company’s most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect the Company’s internal control over
        financial reporting.
  **PART
        II - Other Information**
 
 **Item 1.
        Legal Proceedings**
 
 None.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 During
        April 2007, we agreed to a $4 million private placement for the issuance
        of up
        to 2,540,000 restricted common shares at $1.57 per share. As of August 14,
        2007,
        we have received $930,000 of the $4 million private placement and we expect
        to
        complete the private placement during the third quarter of 2007. The offer
        and
        sale of the securities above were effected in reliance on the exemptions
        for
        sales of securities not involving a public offering, as set forth in Rule
        506
        promulgated under the Securities Act and in Section 4(2) and Section 4(6)
        of the
        Securities Act and/or Rule 506 of Regulation D.
  **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**
                **Number**
              
              **Description of Document**31.1
              
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act31.2
              
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act32.1
              
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act32.2
              
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley
                  Act
  22
  **SIGNATURES**
  In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        Report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  DIGITALPOST
                  INTERACTIVE, INC. (Registrant)August
                  14, 2007
              /s/
                Michael SawtellMichael
                  SawtellChief
                  Executive Officer, President, and
                  Sole DirectorAugust
                  14, 2007
              /s/
                Steven DongSteven
                  DongChief
                  Financial Officer




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