---

UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x           
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.





For
the quarterly period ended March 31, 2008





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 Registrant in its Charter)





Nevada
            20-3183236(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








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes x   No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





Large
accelerated filer  o                                                                                                                      Accelerated
filer  o





Non-accelerated
filer   o                                            (Do
not check if a smaller reporting
company)                                                                                     Smaller
reporting company   x





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





As of May
14, 2008, there were 58,724,607, shares of the Registrant’s common stock issued
and outstanding.





INDEX





PART I
      - FINANCIAL INFORMATIONItem
      1.
            Financial
      StatementsCondensed
      Consolidated Balance Sheet at March 31, 2008 (unaudited) and December 31,
      2007
            1Condensed
      Consolidated Statements of Operations for the three months ended March 31,
      2008 and 2007 (unaudited)
            2Condensed
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2008 and 2007 (unaudited)
            3Notes
      to Condensed Consolidated Financial Statements (unaudited)
            4Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            16Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            21Item
      4.
            Controls
      and Procedures
            21PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            23Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            23Item
      3.
            Defaults
      Upon Senior Securities
            23Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            23Item
      5.
            Other
      Information
            23Item
      6.
            Exhibits
            23Signatures
            24








Item
1. Financial Statements





DIGITALPOST
INTERACTIVE, INC.


CONDENSED
CONSOLIDATED


BALANCE
SHEETS





March
      31,
            
            December
      31,2008
            
            2007Assets
            
            
            (Unaudited)Current
      assetsCash
      and cash equivalents
            $
            122,000
            $
            88,400Accounts
      receivable and other current assets
            
            38,300
            
            2,400Total
      current assets
            
            160,300
            
            90,800Property
      and equipment, net
            
            60,900
            
            64,200Web
      site development costs, net
            
            124,900
            
            103,300Other
      assets
            
            
            8,200
            
            8,200Total
      assets
            
            $
            354,300
            $
            266,500Liabilities
      and Stockholders' DeficitCurrent
      liabilitiesAccounts
      payable
            
            $
            50,900
            $
            41,700Accrued
      expenses
            
            
            118,000
            
            86,900Deferred
      revenue
            
            
            128,100
            
            58,900Due
      to stockholder
            
            
            47,000
            
            54,000Total
      current liabilities
            
            344,000
            
            241,500Convertible
      promissory notes, net (Note 7)
            
            299,100
            
            221,100Total
      liabilities
            
            643,100
            
            462,600Commitments
      and contingencies (Note 10)Stockholders’
      deficit (Note 8)Preferred
      Stock, $.001 par value; 20,000,000shares
      authorized; no sharesissued
      and outstanding
            
            -
            
            -Common
      Stock, $.001 par value; 480,000,000shares
      authorized; 57,086,187 and 53,550,840shares
      issued and outstanding
            
            57,100
            
            53,600Additional
      paid in capital
            
            4,129,500
            
            3,244,500Accumulated
      deficit
            
            
            (4,475,400)
            
            (3,494,200)Stockholders’
      deficit
            
            (288,800)
            
            (196,100)Total
      liabilities and stockholders’ deficit
            $
            354,300
            $
            266,500











The
accompanying notes to condensed unaudited consolidated financial statements
are


an
integral part of this balance sheet.


1


DIGITALPOST
INTERACTIVE, INC.


CONDENSED
CONSOLIDATED


STATEMENTS
OF OPERATIONS(UNAUDITED)





Three
            
            ThreeMonths
      Ended
            
            Months
      EndedMarch
      31,
            
            March
      31,2008
            
            2007Revenues:Subscription
            
            
            $
            51,300
            $
            12,200Total
      Revenue
            
            
            
            51,300
            
            12,200Cost
      of Revenues:Subscription
            
            
            
            11,000
            
            5,300Total
      Cost of Revenue
            
            
            11,000
            
            5,300Gross
      Profit
            
            
            
            
            40,300
            
            6,900Operating
      expenses:Research
      and development
            
            
            
            58,700
            
            48,500Sales
      and marketing
            
            
            
            153,500
            
            106,100General
      and administrative
            
            
            698,300
            
            622,800Total
      operating expenses
            
            910,500
            
            777,400Loss
      from operations
            
            
            (870,200)
            
            (770,500)Interest
      expense
            
            
            (110,100)
            
            (1,500)Other
      income (expenses), net
            
            
            (900)
            
            (800)Net
      loss
            
            
            
            $
            (981,200)
            $
            (772,800)Weighted
      average outstanding shares
            
            54,877,734
            
            59,488,860Basic
      and Diluted Loss Per Share
            $
            (.018)
            $
            (.013)























The
accompanying notes to condensed unaudited consolidated financial statements
are


an
integral part of these statements.


2


DIGITALPOST
INTERACTIVE, INC.


CONDENSED
CONSOLIDATED


STATEMENTS
OF CASH FLOWS(UNAUDITED)





Three
            
            ThreeMonths
      Ended
            
            Months
      EndedMarch
      31, 2008
            
            March
      31, 2007Cash
      flows from operating activitiesNet
      loss
            
            
            
            
            $
            (981,200)
            
            $
            (772,800)Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
            
            
            19,000
            
            
            10,400Non-cash
      stock-based compensation
            
            
            384,200
            
            
            265,600Amortization
      of debt discount
            
            
            78,000
            
            
            -Changes
      in operating assets and liabilities:Accounts
      receivable and other assets
            
            
            
            (35,900)
            
            
            (8,900)Accounts
      payable
            
            
            
            9,200
            
            
            11,800Accrued
      expenses
            
            
            
            45,300
            
            
            46,500Deferred
      revenue
            
            
            
            69,100
            
            
            3,400Net
      cash used by operating activities
            
            
            (412,300)
            
            
            (444,000)Cash
      flows from investing activitiesAcquisition
      of property and equipment
            
            
            (1,800)
            
            
            (48,000)Acquisition
      and development of software
            
            
            (35,500)
            
            
            (17,700)Net
      cash used by investing activities
            
            
            (37,300)
            
            
            (65,700)Cash
      flows from financing activitiesProceeds
      from the issuance of common stock
            
            
            490,200
            
            
            311,000Proceeds
      from short term loan
            
            
            50,000
            
            
            -Payments
      made on short term loan
            
            
            (50,000)
            
            
            -Proceeds
      received from shareholder loans
            
            
            30,000
            
            
            72,100Payments
      made on shareholder loans
            
            
            (37,000)
            
            
            -Net
      cash provided by financing activities
            
            
            483,200
            
            
            383,100Net
      increase (decrease) in cash and cash equivalents
            
            
            33,600
            
            
            (126,600)Cash
      and cash equivalents, beginning of period
            
            
            88,400
            
            
            337,000Cash
      and cash equivalents, end of period
            
            $
            122,000
            
            $
            210,400Supplemental
      disclosures:Cash
      paid for income taxes
            
            
            $
            1,600
            
            $
            1,600


























The
accompanying notes to condensed unaudited 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 (“Old TFP”).
Immediately following the Merger (as defined below in Note 2), the Company
changed its name to DigitalPost Interactive, Inc. (“DPI”, “we” or the “Company”)
and began operating Old TFP’s business of internet content sharing as its
operating subsidiary (“New TFP”).





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-PostTM, and online
video uploading system, Video-PostSM, 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 Article 8-03 of Regulation S-X.
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 Company common stock outstanding, of which the pre-Merger
stockholders of Old TFP owned approximately 70.4% and the pre-Merger
stockholders of HomAssist owned approximately 29.6%. 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.





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 2007 Form 10-KSB as filed March 31, 2008 and
Form 8-K/A Amendment No. 3 as filed April 30, 2007 . Operating results for the
three-month period ended March 31, 2008 is not necessarily indicative of the
results that may be expected for the fiscal year ending December 31,
2008.





Basis
of Consolidation





The
accompanying 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.








4


Property
and Equipment





TheCompany’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.





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 March 31, 2008, and
2007 the Company capitalized $124,900 and $103,300, respectively, 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 March 31, 2008, 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 Company’s stock 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. 32,217,194 and 18,026,615, shares of
potentially dilutive securities have been excluded for three month periods ended
March 31, 2008 and 2007, respectively, because their effect was
anti-dilutive.


5







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  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.





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 2008 calculations were made using the
Black-Scholes option-pricing model with the following weighted average
assumptions: expected life of 4.5 years; 267% stock price volatility; risk-free
interest rate of 2.4%; forfeitures rate of 10% and no dividends during the
expected term. During three month periods ended March 31, 2008 and 2007, the
Company recognized employee stock option expense of $116,300 and $53,400,
respectively, and non-employee share-based payment expense of $251,900 and none,
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 March 31, 2008, 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.  The fair value
of the convertible promissory notes has not been estimated since the cost of
doing so would be excessively expensive and not practicable.  See Note
7 for the terms of the convertible promissory notes.





Concentration
of Risk





As of
March 31, 2008, the Company maintained its cash account at one commercial bank.
The cash balance at March 31, 2008, exceeded the FDIC coverage limit by
$59,000.





Advertising





Advertising
and promotion costs are charged to operations when incurred. For the three
months ended March 31, 2008 and 2007, advertising and promotion costs amounted
to $68,300 and $45,700, 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 months ended March 31, 2008 and 2007, no events or circumstances occurred
for which an evaluation of the recoverability of long-lived assets was
required.





Deferred
Finance Costs






6




Estimates





The
consolidated financial statements are prepared on the basis of accounting
principles generally accepted in the United States of America. The preparation
of consolidated 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 March 31, 2008, and
expenses for the three months ended March 31, 2008 and 2007. Actual results
could differ from those estimates made by management.





Reclassification





Certain
balances in the 2007 presentation periods have been reclassified to reflect the
classification used in the 2008 balances.





2.           MERGER





Prior to
January 25, 2007, the Company was known as HomAssist.  On January 30, 2007,
HomAssist acquired Old TFP, pursuant to an agreement and plan of merger, dated
as of January 16, 2007, as amended (the “Merger Agreement”), by and among
HomAssist, 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, HomAssist changed its name to DigitalPost Interactive,
Inc., 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.





On
January 30, 2007, immediately 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





The
accompanying consolidated 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 March 31, 2008, the cash resources of the Company are 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 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


Since
inception through December 31, 2007, the Company has raised approximately $3.1
million in private debt and equity financing.  In January 2008, the
Company entered into a $1 million private placement with foreign investors under
a Regulation S Stock Purchase agreement, which the Company has received
approximately $598,100 through May 14, 2008. The Company expects to raise
additional funds either through additional debt or equity financings during the
remainder of 2008.  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 (i) 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 or (ii) Rule 501 of Regulation S.





4.           PROPERTY
AND EQUIPMENT





Property
and equipment consisted of the following:





March
      31,2008
            
            
            December
      31, 2007Computer
      equipment and software
            $
            51,600
            
            $
            49,800Furniture
      and fixtures
            
            37,500
            
            
            37,500Less
      -accumulated depreciation and amortization
            
            (28,200)
            
            
            (23,100)$
            60,900
            
            $
            64,200





5.           WEB
SITE DEVELOPMENT COSTS





Web site
development costs consisted of the following:


March
      31,2008
            
            
            December
      31, 2007Website
      development costs
            $
            208,900
            
            $
            173,300Less
      -accumulated amortization
            
            (84,000)
            
            
            (70,000)$
            124,900
            
            $
            103,300








6.           DUE
TO STOCKHOLDER





As of
March 31, 2008, $47,000 was due to an officer of the Company and principal
stockholder. The amount due to the officer does not bear interest, is not
collateralized and has no formal repayment terms.  During the three
months ended March 31, 2008, $7,000 of the net amount owed was
paid.  In addition to the above, in January 2008, the officer also
made another advance to the Company for $30,000 cash which was fully repaid in
February 2008.





7.           CONVERTIBLE
PROMISSORY NOTES





During
October 2007, the Company commenced a private offering of its securities for the
purpose of raising capital whereby it entered into Convertible Notes with nine
accredited investors, one of which is the chief financial officer of the
Company. Pursuant to the terms of the offering, the investors purchased an
aggregate of $767,000 of 8% senior secured convertible notes and were issued
warrants to purchase shares of the Company’s common stock. The senior secured
convertible notes in the event of default become secured by the Company’s assets
and are due two years from the date of each note.  Initially, each
senior secured convertible note holder had the right, at any time, to convert
their note into shares of the Company’s common stock at a conversion ratio of
one share of common stock for each $0.40 of principal amount of their note for a
maximum potential aggregate of 1,917,500 shares of common stock; in addition,
the investors were issued warrants to purchase an aggregate of 1,917,500 shares
of common stock at an exercise price of $0.50 per share that expire five years
from the date of issuance.  Half of these warrants are exercisable
immediately and the remaining half are exercisable upon the conversion of the
related notes payable. For a period of twelve months after the effective date,
if the Company sells common stock at a price per share below the conversion
price of $.40 per share, the conversion price will adjust accordingly downward
to the new lower sales price per share.  Since then, the Company has
sold securities at a lower price of $.123 per share, as a result the Company is
obligated to lower the conversion price from $.40 per share to the same $.123
per share price which gives each investor the right, at any time, to convert
their note into shares of the Company’s common stock at a conversion ratio of
one share of common stock for each $0.123 of principal amount of their note for
a maximum potential aggregate of 6,235,772 shares of common stock. In connection
with this financing, a form of the Convertible Notes agreement was filed with
the Securities and Exchange Commission on Form 8-K, dated October 4, 2007. The
offer and sale of the securities underlying the Convertible Notes were effected
in reliance on the exemptions for sales of securities not involving a public
offering, as set forth in Sections 4(2) and Section 4(6) of the Securities Act
of 1933 and/or Rule 506 of Regulation D adopted thereunder.


8







One of
the five investors who entered into the Convertible Notes is the chief financial
officer of the Company.  The Company owed the chief financial officer
$92,300 at the time of the offering, of which, the chief financial officer
exchanged $45,000 of the $92,300 due for $45,000 of Convertible Notes. As a
result, $45,000 of the $767,000 notes issued were purchased by the chief
financial officer and the Company received $722,000 net cash proceeds from the
$767,000 Convertible Note financing.





The
Company determined that the embedded conversion option in the Convertible Notes
qualifies for equity classification under EITF 00-19, qualifies for the scope
exception of paragraph 11(a) of SFAS 133, and is not bifurcated from the host
contract. The Company also determined that the warrants issued to the note
holders qualify for equity classification under the provisions of SFAS 133 and
EITF 00-19. In accordance with the provisions of Accounting Principles Board
Opinion No. 14, the Company allocated the net proceeds received in this
transaction to each of the convertible debentures and common stock purchase
warrants based on their relative estimated fair values. As a result, the Company
allocated $480,800 to the convertible debentures and $143,200 to the vested
portion of the common stock purchase warrants, which was recorded in additional
paid-in-capital. In accordance with the consensus of EITF issues 98-5 and 00-27,
management determined that the convertible debentures contained a beneficial
conversion feature based on the effective conversion price after allocating
proceeds of the convertible debentures to the vested portion of the common stock
purchase warrants. The amounts recorded for the common stock purchase warrants
are amortized as interest expense over the term of the convertible
debentures.  If there are conversions of the Convertible Notes, then
the Company will recognize the relative fair value of the warrants that vest
upon such conversion in the amount of $143,200.





Interest
charges associated with the convertible debentures, including amortization of
the discounts associated with the beneficial conversion feature and the vested
warrants, totaled $93,000 for the three months ended March 31,
2008.





8.           STOCKHOLDERS’
DEFICIT





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.





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 March 31, 2008, there were
52,833,385 and 57,086,187  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
common stock holders 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 stock holders 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 stock holders 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. Common stock holders 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 stock is issued, the relative interest of existing stockholders
will likely be diluted.


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 Company common stock, and holders of Old TFP options became
holders of options to acquire shares of Company common stock.





Following
the Merger, there were 52,833,385 shares of Company 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 December 31, 2007, the Company had received $1,130,000
of the $4 million private placement.  In October 2007, the Company
closed the $4 million private placement and issued 717,500 of restricted shares
of the Company’s common stock for the $1,130,000 cash proceeds
received.  Subsequently, the Company commenced the Convertible Note
offering, pursuant to which it had raised $767,000 (see Note 7 for further
discussion).  Under the Convertible Note agreements the Company may
issue up to 6,235,772 restricted shares if all the outstanding principal amounts
of the Convertible Notes converts into common stock of the Company. In January
2008, the Company entered into a $1 million private placement with foreign
investors under a Regulation S Stock Purchase agreement, which the Company had
received $598,100 cash proceeds for the issuance of 4,855,837, restricted shares
through May 14, 2008. 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 (i) 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; or (ii) Rule 501 under Regulation S.





In
February 2008, the Company entered into a one month unsecured loan with an
unrelated party for an amount of $50,000.  The loan was fully paid in
February 2008 and in conjunction with the loan, the Company issued 100,000
restricted common shares valued at $16,000 for a service fee related to the
loan.





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 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 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.







10


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 Company 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 thirty five million (35,000,000) shares of the Company's common stock
for issuance.





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 $384,200 and $265,600 for the three months ended March
31, 2008, and 2007, respectively. The fair value of each option granted was
estimated on the date of grant using the Black-Scholes option-pricing model.
Until the quarterly period ended March 31, 2008, the expected volatility is
based on industry comparables as the Company recently became a publicly held
company and trading volumes have been low.  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 three months ended March 31, 2008 and
2007:








Three
      Months
              Ended
              March
      31,2008
            
            2007Expected
      volatility
            
            
            267.0%
            
            
            45.0%Risk-free
      rate
            
            
            2.4%
            
            
            4.5%Expected
      Term
            
            
            4.5
      years
            
            
            4.5
      years








A summary
of stock option activity for the year ended March 31, 2008, is as
follows:








Number of
              Shares
            
            Weighted-
              Average
              Exercise
              Price
            
            Weighted-
              Average
              Remaining
              Contractual
              Term
            
            Aggregate
              Intrinsic
              ValueOutstanding
      as of December 31, 2007
            
            
            18,098,922
            
            $
            .21Granted
            
            
            1,515,000
            
            $
            .27Cancelled
            
            
            -
            
            $
            -Outstanding
      as of March 31, 2008
            
            
            19,613,922
            
            $
            .21
            
            
            3.9
            
            $
            1,478,800










11


A summary
of the status of the nonvested options for the year ended March 31, 2008 is
presented below:





Number of
              Shares
            
            Weighted-
              Average
              Grant
      Date
              Fair
      ValueNonvested
      as of December 31, 2007
            
            
            7,270,870
            
            $
            .38Granted
            
            
            1,515,000
            
            $
            .27Vested
            
            
            (475,000)
            
            $
            .64Cancelled
            
            
            -
            
            $
            -Nonvested
      as of March 31, 2008
            
            
            8,310,870
            
            $
            .34





Information
regarding the weighted-average remaining contractual life and weighted-average
exercise price of options outstanding and options exercisable at March 31, 2008,
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$
      .05 - .50
            
            
            16,508,922
            
            
            3.5
            
            
            $       
       .11
            
            
            10,865,552
            
            
            $       
       .08$
      .50 - 1.20
            
            
            3,105,000
            
            
            4.2
            
            
            $      
        .54
            
            
            437,500
            
            
            $     
         .6519,613,922
            
            
            
            
            
            
            
            
            11,303,052





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 HomAssist or Old TFP
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 December
31, 2007, those milestones have not been met and no warrants have been issued.
See Note 2 for further discussion on the Merger.





In
conjunction with the $767,000 raised pursuant to the Convertible Notes in
October 2007, the Company issued warrants to purchase an aggregate of 1,917,500
shares of common stock of the Company at an exercise price of $0.50 per share
that expire five years from the date of issuance (see Note 7 for further
discussion).





In
October 2007, pursuant to a financial advisory agreement, the Company issued
warrants to purchase an aggregate of 350,000 shares of common stock of the
Company at an exercise price of $0.50 per share that expire five years from the
date of issuance.





In
November 2007, pursuant to an investor relations fee agreement, the Company
agreed to grant warrants to purchase up to 3,000,000 common shares of the
Company.  As of December 31, 2007, the Company had issued warrants to
purchase an aggregate of 1,000,000 shares of common stock of the Company at an
exercise price of $1.20 per share that expire in May 2008.  In January
2008, these warrants were cancelled and the Company granted new warrants to
purchase up to an aggregate of 4,600,000 shares of common stock of the Company
at an exercise price of $.65 per share that expire in May 2008.  In
accordance with FAS 123R, the Company recognized an expense of $223,000 for the
incremental fair value of the revised award on the modification
date.





12


A summary
of warrant activity for the three months ended March 31, 2008, is as
follows:





Number of
              Shares
            
            Weighted-
              Average
              Exercise
              Price
            
            Weighted-
              Average
              Remaining
              Contractual
              Term
            
            Aggregate
              Intrinsic
              ValueOutstanding
      as of December 31, 2007
            
            
            3,267,500
            
            $
            .74
            
            
            3.5
            
            $
            -Granted
            
            
            4,600,000
            
            
            .65Cancelled
            
            
            (1,500,000)
            
            
            1.20Outstanding
      as of March 31, 2008
            
            
            6,367,500
            
            $
            .61
            
            
            1.6
            
            $
            -








A summary
of the status of the non-vested warrants for the three months ended March 31,
2008 is presented below:





Number of
              Shares
            
            Weighted-
              Average
              Grant
      Date
              Fair
      ValueNon-vested
      as of December 31, 2007
            
            
            958,750
            
            $
            .37Granted
            
            
            4,600,000
            
            $
            ..65Vested
            
            
            (3,100,000)
            
            $
            .65Cancelled
            
            
            (1,500,000)
            
            $
            1.20Non-vested
      as of March 31, 2008
            
            
            958,750
            
            $
            .37








9.           RELATED
PARTY TRANSACTIONS





As of
March 31, 2008 the Company owed an executive officer $47,000 (see further
discussion in Note 6).





During
the three months ended March 31, 2008, an executive officer made an advance to
the Company for $30,000 cash which was fully repaid in February 2008 (see
further discussion in Note 6).





In
February 2008, the Company granted to its employees options to purchase up to an
aggregate of 1,515,000 shares of the Company’s common stock at an exercise price
of $.27 cents per share pursuant to the Company’s approved stock option
plan.  Included in 1,515,000 option shares are options to purchase up
to 425,000 shares of the Company’s common stock at an exercise price of $.27 per
share granted to  the executive officers of the Company.





10.           COMMITMENTS





In
February 2007, the Company entered into a two year lease for its new principal
offices. Monthly rent is $8,400 under this lease. Rent expense during the three
months ended March 31, 2008 and 2007 was $24,800 and $14,500,
respectively.





Pursuant
to the office lease agreement, as of March 31, 2008 total remaining rental
payments of $73,800 are due through December 31, 2008; and; total payments of
$16,400 are due through December 31, 2009.





11.           RECENT
ACCOUNTING PRONOUNCEMENTS





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, 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
financial statements.


13







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 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. The adoption of SFAS No. 159 did not have a
material impact on the Company’s consolidated financial statements.





In
December 2007, FASB issued SFAS No. 141R, Business Combinations(SFAS 141R), which retains the underlying concepts of SFAS 141
in that all business combinations are still required to be accounted for at fair
value under the acquisition method of accounting but SFAS 141R changed the
method of applying the acquisition method in a number of significant aspects.
Acquisition costs will generally be expensed as incurred; noncontrolling
interests will be valued at fair value at the acquisition date; in-process
research and development will be recorded at fair value as an indefinite-lived
intangible asset at the acquisition date; restructuring costs associated with a
business combination will generally be expensed subsequent to the acquisition
date; and changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect income tax
expense. The provisions of SFAS 141R are effective for fiscal years
beginning after December 15, 2008 with earlier adoption prohibited.
Management is currently analyzing the effect of adopting
SFAS 141R.







In
December 2007, FASB issued SFAS No. 160, Accounting and Reporting of
Noncontrolling Interest in Consolidated Financial Statements, an amendment of
ARB No. 51(SFAS 160), which requires the recognition of a
noncontrolling interest (minority interest) as equity in the consolidated
financial statements and separate from the parent’s equity. The amount of net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement. It also amends
certain aspects of ARB No. 51’s consolidation procedures for consistency
with the requirements of SFAS 141R. This statement also
includes expanded disclosure requirements regarding the interests of the parent
and its noncontrolling interest. The provisions of SFAS 160 are effective
for fiscal years beginning after December 15, 2008 with earlier adoption
prohibited. Management is currently analyzing the effect of adopting
SFAS 160.





12.           SUBSEQUENT
EVENTS





In
January 2008, the Company entered into a $1 million private placement with
foreign investors under a Regulation S Stock Purchase agreement, which the
Company had issued 4,855,837 restricted shares for cash proceeds of $598,100 as
of May 14, 2008. 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 501 promulgated under the Securities Act of
Regulation S.







14


In May
2008, four individual investors purchased an aggregate of $100,000 of 12%
secured convertible notes and were issued warrants to purchase shares of the
Company’s common stock. Each convertible note holder has the right, at any time,
to convert their note into shares of the Company’s common stock at a conversion
ratio of one share of common stock for each $0.14 of principal amount of their
note for a maximum potential aggregate of 714,285 shares of common stock; in
addition, the investors were issued warrants to purchase an aggregate of 357,143
shares of common stock at an exercise price of $.14 per share that expire five
years from the date of issuance.  Additionally, the convertible notes
are secured by approximately 1.4 million restricted shares of the Company’s
common stock held by a third party.  These collateral shares return to
the Company and become canceled when the terms of the convertible notes have
been satisfied.  The offer and sale of the securities underlying the
Convertible Notes were effected in reliance on the exemptions for sales of
securities not involving a public offering, as set forth in Sections 4(2) and
Section 4(6) of the Securities Act of 1933 and/or Rule 506 of Regulation D
adopted thereunder.





Effective
May 9, 2008, a majority of our stockholders approved a written consent for the
following items:





-
            appoint,
      elect and ratify Mike Sawtell to hold the same office of Sole Director of
      the Board of the Directors until the 2009 annual meeting of Company
      shareholders or written consent of shareholders in lieu
      thereof.





-
            ratify
      and approve the reservation of thirty five million shares (35,000,000) of
      our common stock for issuance under the approved 2007 Incentive and
      Non-Statutory Stock Option Plan and corresponding amendment to such
      plan;





-
            ratify
      the appointment of Haskell & White LLP, to be our Independent
      Accountants for fiscal year 2008.





On May
13, 2008, our Board of Directors approved the re-pricing of compensation options
granted in 2007 to purchase up to 3,355,000 shares of our common stock from a
weighted average exercise price of $0.70 per share to a weighted average price
of $0.27 per share; included in this re-price event were 875,000 options owned
by the CFO of the Company.


15


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





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 related notes thereto as of March 31, 2008 and for
the three months then ended, which are included elsewhere in this report, with
the audited consolidated financial statements and related notes thereto as of
December 31, 2007 and for the year then ended, included in our Form 10-KSB filed
with the Securities and Exchange Commission (“SEC”) on March 31, 2008 and with
other company filings made with the SEC.





Business
Overview





We are a
SaaS (Software as a Service) and application provider that delivers digital
media sharing solutions.  We produce destination websites that allow
subscribers and other users to securely share digital media, including photos,
calendars, videos, message boards and history. Our proprietary website
administration system, Qwik-PostTM, and online video uploading system,
Video-PostSMallow
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.  As of May 14, 2008,
we have generated 3,744 subscribers, have 6,277 users, and have transferred more
than 2,231 gigabytes of consumer digital media across our
systems. However, our revenues are not sufficient to cover our operating
costs and expenses. During the three months ended March 31, 2008, the years
ended December 31, 2007 and 2006 and for the period from inception July 14, 2005
through December 31, 2005, our revenues were $51,300, $118,100, $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.





Current
Conditions





Since the
inception of our business in 2005, we have incurred significant losses. 
We incurred net losses of $981,200, $2,544,500, $743,000 and $206,700 for
the three months ended March 31, 2008, the years ended December 31, 2007 and
2006 and for the period from inception July 14, 2005 through December 31, 2005,
respectively. As of March 31, 2008, we had an accumulated deficit of
approximately $4,475,400. 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 through December 31, 2007, we raised approximately $3.1 million in
private debt and equity financing.  In January 2008, we entered into a
$1 million private placement with foreign investors under a Regulation S Stock
Purchase agreement, which we received approximately $598,100 through May 14,
2008. Additionally, in May 2008, we received $100,000 pursuant to a convertible
note offering (see Note 12 to the condensed unaudited financial statements
included elsewhere in this report). We plan to use the proceeds of the most
recent offering for marketing of our product, increasing revenue generating
activities and for general working capital purposes.


16


In
addition to the $1 million Regulation S Stock Purchase agreement we entered into
in January 2008 and convertible notes we entered into in May 2008, we plan to
continue to raise capital by sales of additional private placement equity or
debt offerings during the remainder of 2008, although we have no assurance that
such financings will be completed.




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 March
31, 2008, 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, 2007, as filed with our
Form 10-KSB with the SEC in March 2008, 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 consolidated 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





The
Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31,
2007





Total
revenue was $51,300 and $12,200 for the three months ended March 31, 2008 and
2007, respectively, representing an increase of $39,100 or 320%. The increase
was due to an increase in subscription revenues of $39,100 or 320% during the
three months ended March 31, 2008 as compared the same period last year.
Subscription revenue increased $39,100 due to an increase in our customers to
3,460 subscribers as of March 31, 2008 from 616 subscribers as of March 31,
2007. The increase in subscriptions was due to additional marketing activities
performed during the three months ended March 31, 2008 as compared to the same
period last year. We were formed in July 2005 and subscription revenues were
just in the beginning stages during the start of 2006 and 2007. As we continued
marketing activities and promotions, subscription revenues continued to increase
through March 31, 2008.   Digital media and related Web 2.0
products and services are relatively new, and as a result, it is difficult to
determine our current market share or predict our future market
share.  We believe that the market for Web 2.0 products and services
is growing and that related market opportunities are also expected to
grow.   Our revenue, profitability and future growth depend not
only on the anticipated market growth, but also our ability to execute our
business plan and ultimate customer acceptance of our products and services and
the success or failure of our competitors.  As a result, we expect the
trend of our revenues to be positive, however, provide no assurance that such
will occur.




Cost of
revenue was $11,000 and $5,300 for the three months ended March 31, 2008 and
2007, respectively, representing an increase of $5,700 or 108%. The increase in
cost of revenues for the three months ended March 31, 2008 as compared to the
same period last year is due to primarily having increase subscription sales.
Cost of subscription revenues for the three months ended March 31, 2008 were
mostly derived from hosting and setup services incurred from website services
provided to our subscribers.





Research
and development expense was $58,700 and $48,500 for the three months
ended  March 31, 2008 and 2007, respectively, representing an increase
of $10,200 or 21%. The increase was primarily due to higher amounts of research
and development activities, including increased costs of hiring new development
personnel and consultants during the three months ended March 31, 2008 as
compared to the same period last year.





Sales and
marketing expense was $153,500 and $106,100 for the three months
ended  March 31, 2008 and 2007, respectively, representing an increase
of $47,400 or 45%. The increase was primarily due to higher amounts of sales and
marketing activities and promotions during the three months
ended  March 31, 2008 as compared to the same period last year. An
increase in media advertising of $22,500 and an increase in marketing salaries
of $12,900 related to the addition of new marketing personnel primarily
contributed to the overall increase in sales and marketing
expense.


17


General
and administrative expense was $698,300 and $622,800 for the three months
ended  March 31, 2008 and 2007, respectively, representing an increase
of $75,500 or 12%. The increase was primarily due to: i) warrant expense of
$223,000 related to warrants granted to our investor relations firm in February
2008, ii) an increase in staff personnel in the amount of $28,200, iii) an
increase in office space related expenses of $10,600, and, iv) partially offset
by a decrease in public company expenses of $45,700.  Also
contributing to the change was the decrease in non cash stock compensation
expense which included a decrease of $189,800. The decrease 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 our common
stock under the terms and conditions of our 2007 incentive and non statutory
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 due to the Merger transaction itself.
As a result, 8,713,308 of the 17,426,615 options issued became fully vested and
exercisable and we recorded a one-time expense in the amount of $210,600 during
the three months ended March 31, 2007. There was no such one-time expense during
the three months ended March 31, 2008.





Interest
expense was $110,100 and $1,500 for the three months ended March 31, 2008 and
2007, respectively, representing an increase of $108,600 or
7,240%.  The increase was attributable to interest and debt discount
amortization expense of $110,100 during the three months ended March 31, 2008
which was mostly related to the convertible notes entered into October
2007.  There were no such notes outstanding during the same period
last year.





Liquidity
and Capital Resources





Cash
Flows





At March
31, 2008, our cash and cash equivalents were $122,000, an increase of $33,600
from $88,400 as of December 31, 2007.  The increase was due to
receiving $490,200 related to our Regulation S Stock Purchase agreement entered
into January 2008, which was offset partially offset by cash used in operating
activities of $412,300  and  $35,500 of cash used in the
acquisition of and development of software.





Since
inception, we have incurred losses and have had capital and stockholders’
deficits and limited cash to fund our operations.  Since inception through
May 14, 2008 we have raised approximately $3.7 million through equity and debt
financings and have no other significant source of cash. 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 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 additional financings or to raise sufficient additional
capital on acceptable terms, we will have insufficient funds to operate our
business or pursue our planned growth.





Foreign Private Placement Equity
Financing





In
January 2008, we entered into a $1 million private placement with foreign
investors under a Regulation S Stock Purchase agreement, which we issued
3,327,727 restricted shares for cash proceeds of $490,200 as of March 31,
2008.  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 501 promulgated under the Securities Act of
Regulation S.  Between April 1, 2008 and May 14, 2008, we sold an
additional 1,528,110 restricted shares for cash proceeds of
$107,900.





Private
Placement Convertible Debt Financing





In May
2008, four individual investors purchased an aggregate of $100,000 of 12%
secured convertible notes and were issued warrants to purchase shares of our
common stock. Each convertible note holder has the right, at any time, to
convert their note into shares of our common stock at a conversion ratio of one
share of common stock for each $.14 of principal amount of their note for a
maximum potential aggregate of 714,285 shares of common stock; in addition, the
investors were issued warrants to purchase an aggregate of 357,143 shares of
common stock at an exercise price of $.14 per share that expire five years from
the date of issuance.  Additionally, the convertible notes are secured
by approximately 1.4 million restricted shares of our restricted common stock
held by a third party.  These collateral shares return to us and
become canceled when the terms of the convertible notes have been
satisfied.  The offer and sale of the securities underlying these
convertible notes were effected in reliance on the exemptions for sales of
securities not involving a public offering, as set forth in Sections 4(2) and
Section 4(6) of the Securities Act of 1933 and/or Rule 506 of Regulation D
adopted thereunder.


18







Other Financings





In
February 2008, we entered into a one month unsecured loan with an unrelated
party for an amount of $50,000.  The loan was fully paid in February
2008 and in conjunction with the loan, we issued 100,000 restricted common
shares valued at $16,000 for a service fee related to the loan.





In
addition to the equity and debt financing discussed above, we intend to
conduct additional capital raising activities seeking additional private
financings through the issuance of our common stock or issuance of debt
instruments to increase our required working capital, increase the marketing of
our product and increase revenue generating activities. We plan to complete
additional private placement offerings during 2008, although we have no
assurance that such financing will be completed.





Contractual
Obligations





The
following table includes all the contractual obligations, including principal
and interest payments, as of December 31, 2007:





Payments
      Due By PeriodLess
      than
            1-3
            3-5
            More
      thanTotal
            1
      year
            years
            years
            5
      yearsConvertible
      notes – principal
            
            $                 
                  
      767,000
            $                                   -
            $                          767,000
            $                         -
            $               
          -Convertible
      notes - interest payments
            
            $       
                        
          122,800
            $                          61,400
            $                            61,400
            $                         -
            $             
            -Operating
      leases
            
            $        
                      
           114,800
            $                         
      98,400
            $                            16,400
            $                         -
            $               
          -$                            1,004,600
            $                         159,800
            $                          844,800
            $                         -
            $               
          -





Off-Balance
Sheet Arrangements





As of
March 31, 2008, we had no off-balance sheet arrangements.





Related
Party Transactions





As of
March 31, 2008, we owed an executive officer $47,000 (see further discussion in
Note 6 to the condensed unaudited consolidated financial
statements).





During
the three months ended March 31, 2008, an executive officer made an advance to
us for $30,000 cash which was fully repaid in February 2008 (see further
discussion in Note 6 to the condensed unaudited consolidated financial
statements).





In
February 2008, we granted to our employees options to purchase up to an
aggregate of 1,515,000 shares of our common stock at an exercise price of $.27
per share pursuant to our approved stock option plan.  Included in
1,515,000 option shares are options to purchase up to 425,000 shares of our
common stock at an exercise price of $.27 per share granted to our executive
officers.








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.


19





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 customer’s
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 March 31, 2008 or December 31, 2007, as the Company’s historical refund
experience has been minimal.





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 our 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. This model requires significant estimates
related to the award’s expected life and future stock price
volatility.





Recently
Issued Accounting Standards





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, 2008, 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.


20


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 have reviewed the pronouncement, and we have determined it has no
material impact on our consolidated financial position or results of
operations.





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. The adoption of SFAS 159 did not have any material impact on
our consolidated financial position or results of operations.





In
December 2007, FASB issued SFAS No. 141R, Business Combinations(SFAS 141R), which retains the underlying concepts of SFAS 141
in that all business combinations are still required to be accounted for at fair
value under the acquisition method of accounting but SFAS 141R changed the
method of applying the acquisition method in a number of significant aspects.
Acquisition costs will generally be expensed as incurred; noncontrolling
interests will be valued at fair value at the acquisition date; in-process
research and development will be recorded at fair value as an indefinite-lived
intangible asset at the acquisition date; restructuring costs associated with a
business combination will generally be expensed subsequent to the acquisition
date; and changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect income tax
expense. The provisions of SFAS 141R are effective for fiscal years
beginning after December 15, 2008 with earlier adoption prohibited. We are
currently analyzing the effect of adopting SFAS 141R.







In
December 2007, FASB issued SFAS No. 160, Accounting and Reporting of
Noncontrolling Interest in Consolidated Financial Statements, an amendment of
ARB No. 51(SFAS 160), which requires the recognition of a
noncontrolling interest (minority interest) as equity in the consolidated
financial statements and separate from the parent’s equity. The amount of net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement. It also amends
certain aspects of ARB No. 51’s consolidation procedures for consistency
with the requirements of SFAS 141R. This statement also
includes expanded disclosure requirements regarding the interests of the parent
and its noncontrolling interest. The provisions of SFAS 160 are effective
for fiscal years beginning after December 15, 2008 with earlier adoption
prohibited. We are currently analyzing the effect of adopting
SFAS 160.





Item
3.  Quantitative and Qualitative Disclosures About Market Risk –
N/A


Item
4. Controls and Procedures


Disclosure
Controls And Procedures





As
required by SEC Rule 13a-15 or Rule 15d-15, our Chief Executive and Chief
Financial Officers carried out an evaluation under the supervision and with the
participation of our management, 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 evaluation, we have concluded
that our disclosure controls and procedures are not effective as of March 31,
2008 and that they do not allow for information required to be disclosed by the
company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms;  specifically, the Company
had  a material weakness in our internal control over financial
reporting as described in Item 8A and 8A(T) in our annual report on Form 10-KSB
filed with the SEC on March 31, 2008. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company’s management,


21


including
its Chief Executive and Chief Financial Officers as appropriate to allow timely
decisions regarding required disclosure.





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further, the design
of a control system must reflect the fact that there are resource constraints,
and 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 the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.




Internal
Control Over Financial Reporting




Pursuant
to Rule 13a-15(d) or Rule 15d-15(d) of the Exchange Act, our management, with
participation with the Company’s Chief Executive and Chief Financial Officers,
is responsible for evaluating any change in the company's internal control over
financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the
Exchange Act), that occurred during each of the issuer's fiscal quarters that
has materially affected, or is reasonably likely to materially affect, the
company's internal control over financial reporting.





Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
(i) Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (ii) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the company’s assets that could have a material effect on the financial
statements.  Our internal controls framework is based on the criteria
set forth in the Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Based on
the foregoing evaluation, the company has concluded that there was no change in
our internal control over financial reporting that occurred during the fiscal
quarter ended March 31, 2008, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting. We
continue to have a material weakness in our internal control over financial
reporting as described in Item 8A and 8A(T) in our annual report on Form 10-KSB
filed with the SEC on March 31, 2008.







22


PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings - None





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





In
January 2008, we entered into a $1 million private placement with foreign
investors under a Regulation S Stock Purchase agreement, which we issued
3,327,727 restricted shares for cash proceeds of $490,200 as of March 31,
2008.  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 501 promulgated under the Securities Act of
Regulation S.  Between April 1, 2008 and May 14, 2008, we sold an
additional 1,528,110 restricted shares for cash proceeds of
$107,900.





In May
2008, four individual investors purchased an aggregate of $100,000 of 12%
secured convertible notes and were issued warrants to purchase shares of our
common stock. Each convertible note holder has the right, at any time, to
convert their note into shares of our common stock at a conversion ratio of one
share of common stock for each $0.14 of principal amount of their note for a
maximum potential aggregate of 714,285 shares of common stock; in addition, the
investors were issued warrants to purchase an aggregate of 357,143 shares of
common stock at an exercise price of $.14 per share that expire five years from
the date of issuance.  Additionally, the convertible notes are secured
by approximately 1.4 million restricted shares of our restricted common stock
held by a third party.  These collateral shares return to us and
become canceled when the terms of the convertible notes have been
satisfied.  The offer and sale of the securities underlying these
convertible notes were effected in reliance on the exemptions for sales of
securities not involving a public offering, as set forth in Sections 4(2) and
Section 4(6) of the Securities Act of 1933 and/or Rule 506 of Regulation D
adopted thereunder.





In
February 2008, we entered into a one month unsecured loan with an unrelated
party for an amount of $50,000.  The loan was fully paid in February
2008 and in conjunction with the loan, we issued 100,000 restricted common
shares valued at $16,000 for a service fee related to the loan.





Item
3.  Defaults Upon Senior Securities – None





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





Effective
May 9, 2008, a majority of our stockholders approved a written consent for the
following items:





-
            appoint,
      elect and ratify Mike Sawtell to hold the same office of Sole Director of
      the Board of the Directors until the 2009 annual meeting of Company
      shareholders or written consent of shareholders in lieu
      thereof.





-
            ratify
      and approve the our reservation of thirty five million shares (35,000,000)
      of our common stock for issuance under the approved 2007 Incentive and
      Non-Statutory Stock Option Plan and corresponding amendment to such
      plan;





-
            ratify
      the appointment of Haskell & White LLP, to be our Independent
      Accountants for fiscal year 2008.





Item
5.   Other Information





On May
13, 2008, our Board of Directors approved the re-pricing of compensation options
granted in 2007 to purchase up to 3,355,000 shares of our common stock from a
weighted average exercise price of $0.70 per share to a weighted average price
of $0.27 per share; included in this re-price event were 875,000 options owned
by our CFO.





Item
6.                      
Exhibits





Exhibit
      No.
            
            Description2.1
            
            Merger
      Agreement, dated January 16, 2007, between HomAssist Corporation and The
      Family Post, Inc. as filed on Form 8-K, filed February 1, 2007,
      incorporated by reference3.1
            
            Articles
      of Incorporation as filed on Form SB-2, filed April 28, 2005, incorporated
      by reference3.2
            
            Bylaws
      as filed on Form SB-2, filed April 28, 2005, incorporated by
      reference3.3
            
            Amendment
      to Bylaws as filed on Form 8-K, filed January 17, 2007, incorporated by
      reference3.4
            
            Certificate
      of Amendment to Articles of Incorporation as filed on Form 8-K, filed
      January 25, 2007, incorporated by reference10.1
            
            2007
      Incentive and Non Statutory Stock Option Plan as filed on Form 8-K, filed
      February 1, 2007, incorporated by reference10.2
            
            Independent
      Consultant Stock Option Agreement dated as of July 1, 2005 between The
      Family Post and William Sawtell as filed on Form 8-K, filed February 1,
      2007, incorporated by reference10.3
            
            Employment
      Agreement and Stock Option Agreement dated as of March 15, 2006 between
      The Family Post and Samir Patel as filed on Form 8-K, filed February 1,
      2007, incorporated by reference10.4
            
            Executive
      Employment and Indemnification Agreement dated as of January 30, 2007,
      between us and Michael Sawtell as filed on Form 8-K, filed February 1,
      2007, incorporated by reference10.5
            
            Executive
      Employment and Indemnification Agreement dated as of January 30, 2007,
      between us and Steven Dong as filed on Form 8-K, filed February 1, 2007,
      incorporated by reference10.6
            
            Form
      Stock Subscription Agreement, Form Stock Option Agreement, Form Amended
      Stock Subscription Agreement as filed on Form 8-K, filed February 1, 2007,
      incorporated by reference10.7
            
            Form
      of Stock Subscription Agreement, incorporated by reference from the
      Registrant’s Form 10-QSB, filed with the Securities and Exchange
      Commission on May 14, 2007.10.8
            
            Form
      of Convertible Note and Warrant Agreement, incorporated by reference from
      the Registrant’s Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on October 9, 2007.10.9
            
            Form
      of Regulation-S Stock Purchase Agreement between the Registrant and Imini
      Enterprises Corporation, dated January 8, 2008, incorporated by reference
      from the Registrant’s Annual Report on Form 10-K, filed with the
      Securities and Exchange Commission on March 31, 2008.10.10
            
            Form
      of Stock Subscription Agreement between the Registrant and Step Management
      Limited dated April 20, 2007, incorporated by reference from the
      Registrant’s Annual Report on Form 10-K, filed with the Securities and
      Exchange Commission on March 31, 2008.10.11
            
            Financial
      Advisory Agreement between the Registrant and Norm Farra dated September
      29, 2007, incorporated by reference from the Registrant’s Annual Report on
      Form 10-K, filed with the Securities and Exchange Commission on March 31,
      2008.10.12
            
            Investor
      Relations Agreement between the Registrant and Crown  Financial
      dated November 13, 2007, incorporated by reference from the Registrant’s
      Annual Report on Form 10-K, filed with the Securities and Exchange
      Commission on March 31, 200810.13
            
            Amendment
      to Investor Relations Agreement between the Registrant and
      Crown  Financial dated February 12, 2008, incorporated by
      reference from the Registrant’s Annual Report on Form 10-K, filed with the
      Securities and Exchange Commission on March 31, 200810.14
            
            Partner
      Agreement between DigitalPost Interactive, Inc and BowTie, Inc. dated
      October 26, 2007 incorporated by reference from the Registrant’s Form 8-K
      filed with the Securities and Exchange Commission on November 1,
      2007.10.15
            
            Agreement
      between DigitalPost Interactive, Inc and Upromise, Inc. dated November 9,
      2007 incorporated by reference from the Registrant’s Form 8-K filed with
      the Securities and Exchange Commission on November 9,
  2007.10.16
            
            Agreement
      between DigitalPost Interactive, Inc and Pictage, Inc. dated November 27,
      2007 incorporated by reference from the Registrant’s Form 8-K filed with
      the Securities and Exchange Commission on November 28,
    2007.10.17
            
            Agreement
      between DigitalPost Interactive, Inc. and Mitsubishi Digital Electronics
      America, Inc. dated January 8, 2008, incorporated by reference from the
      Registrant’s Form 8-K filed with the Securities and Exchange Commission on
      January 9, 2008.10.18
            
            Agreement
      between DigitalPost Interactive, Inc. and Onscribe, Inc. dated February
      12, 2008, incorporated by reference from the Registrant’s Form 8-K filed
      with the Securities and Exchange Commission on February 15,
      2008.10.19
            
            Agreement
      between DigitalPost Interactive, Inc. and Disneyland® Resort, A
      Division of Walt Disney World Co. dated March 21, 2008, incorporated by
      reference from the Registrant’s Form 8-K filed with the Securities and
      Exchange Commission on March 21, 2008.10.20
            
            Agreement
      between DigitalPost Interactive, Inc. and Disneyland® Resort, A
      Division of Walt Disney World Co. and Taylor Morrison, Inc. dated March
      21, 2008, incorporated by reference from the Registrant’s Form 8-K filed
      with the Securities and Exchange Commission on March 21,
    2008.10.21
            
            Form
      of Convertible Note and Warrant Agreement entered into by DigitalPost
      Interactive, Inc. in May 2008.10.22
            
            Amendment
      to 2007 Incentive and Non-Statutory Stock Option Plan, as amended on May
      9, 2008.21.1
            
            List
      of Subsidiaries of the Company as filed on form 8-K, filed January 30,
      2007, as filed on form 8k, filed February 1, 2007, incorporated by
      reference31.1
            
            Rule
      13a-14(a)/ 15d-14(a) Certification of Michael Sawtell31.2
            
            Rule
      13a-14(a)/ 15d-14(a) Certification of Steven Dong32.1
            
            Certification
      Pursuant to 18 U.S.C. section 1350 of Michael Sawtell32.2
            
            Certification
      Pursuant to 18 U.S.C. section 1350 of Steven Dong


23


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)May
      15, 2008
            /s/
      Michael SawtellMichael
      SawtellChief
      Executive Officer, President, and Sole DirectorMay
      15, 2008
            /s/
      Steven DongSteven
      DongChief
      Financial Officer





24