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 September 30, 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
November 14, 2008, there were 68,006,481 shares of the Registrant’s common stock
issued and outstanding.





INDEX





PART I
      - FINANCIAL INFORMATIONItem
      1.
              Financial
      StatementsCondensed
      Consolidated Balance Sheets at September 30, 2008 (unaudited) and December
      31, 2007
              1Condensed
      Consolidated Statements of Operations for the three and nine months ended
      September 30, 2008 and 2007 (unaudited)
              2Condensed
      Consolidated Statements of Cash Flows for the nine months ended September
      30, 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
              19Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              26Item
      4T.
              Controls
      and Procedures
              26PART
      II - OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              28Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              28Item
      3.
              Defaults
      Upon Senior Securities
              28Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              28Item
      5.
              Other
      Information
              28Item
      6.
              Exhibits
              28Signatures
              29








Item
1. Financial Statements





DIGITALPOST
INTERACTIVE, INC.


CONDENSED
CONSOLIDATED


BALANCE
SHEETS





September
      30,
                  
                  December
      31,2008
                  
                  2007Assets
                  
                  (Unaudited)Current
      assetsCash
      and cash equivalents
                  $
                  431,600
                  $
                  88,400Accounts
      receivable and other current assets
                  
                  6,100
                  
                  2,400Total
      current assets
                  
                  437,700
                  
                  90,800Property
      and equipment, net
                  
                  52,100
                  
                  64,200Web
      site development costs and software, net
                  
                  165,500
                  
                  103,300Deferred
      financing costs and other assets
                  
                  
                  159,700
                  
                  8,200Total
      assets
                  
                  $
                  815,000
                  $
                  266,500Liabilities
      and Stockholders' DeficitCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  82,000
                  $
                  41,700Accrued
      expenses
                  
                  
                  75,500
                  
                  86,900Deferred
      revenue
                  
                  
                  100,200
                  
                  58,900Due
      to stockholder
                  
                  
                  36,600
                  
                  54,000Total
      current liabilities
                  
                  294,300
                  
                  241,500Convertible
      promissory notes, net (Note 7)
                  
                  1,206,200
                  
                  221,100Total
      liabilities
                  
                  1,500,500
                  
                  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; 480,000,000 shares authorized;68,006,481
      and 53,550,840 shares issued and outstandingat
      September 30, 2008 and December 31, 2007, respectively
                  
                  68,000
                  
                  53,600Additional
      paid in capital
                  
                  6,079,400
                  
                  3,244,500Accumulated
      deficit
                  
                  
                  (6,832,900)
                  
                  (3,494,200)Stockholders’
      deficit
                  
                  (685,500)
                  
                  (196,100)Total
      liabilities and stockholders’ deficit
                  $
                  815,000
                  $
                  266,500








The
accompanying notes to condensed unaudited consolidated financial statements
are


an
integral part of these balance sheets.


1


DIGITALPOST
INTERACTIVE, INC.


CONDENSED
CONSOLIDATED


STATEMENTS
OF OPERATIONS(UNAUDITED)





Three
      Months
                                
                                Three
      Months
                                
                                Nine
      Months
                                
                                Nine
      MonthsEnded
                                
                                Ended
                                
                                Ended
                                
                                EndedSeptember
      30, 2008
                                
                                September
      30, 2007
                                
                                September
      30, 2008
                                
                                September
      30, 2007Revenues:Subscriptions
                                
                                $
                                59,800
                                $
                                26,300
                                $
                                170,200
                                $
                                54,900Professional
      services
                                
                                
                                82,900
                                
                                10,000
                                
                                168,000
                                
                                20,000Total
      Revenue
                                
                                
                                142,700
                                
                                36,300
                                
                                338,200
                                
                                74,900Cost
      of Revenues:Subscriptions
                                
                                
                                11,800
                                
                                11,800
                                
                                34,900
                                
                                27,700Professional
      services
                                
                                
                                
                                27,400
                                
                                1,100
                                
                                48,400
                                
                                7,500Total
      Cost of Revenue
                                
                                39,200
                                
                                12,900
                                
                                83,300
                                
                                35,200Gross
      Profit
                                
                                
                                
                                103,500
                                
                                23,400
                                
                                254,900
                                
                                39,700Operating
      expenses:Research
      and development
                                
                                
                                64,500
                                
                                91,900
                                
                                303,700
                                
                                282,100Sales
      and marketing
                                
                                
                                239,600
                                
                                175,900
                                
                                577,500
                                
                                467,000General
      and administrative
                                
                                504,600
                                
                                337,600
                                
                                2,296,100
                                
                                1,174,700Total
      operating expenses
                                808,700
                                
                                605,400
                                
                                3,177,300
                                
                                1,923,800Loss
      from operations
                                
                                (705,200)
                                
                                (582,000)
                                
                                (2,922,400)
                                
                                (1,884,100)Interest
      (expense)
                                
                                (178,600)
                                
                                -
                                
                                (416,200)
                                
                                -Other
      (expenses) income, net
                                
                                -
                                
                                -
                                
                                -
                                
                                700Net
      loss
                                
                                
                                $
                                (883,800)
                                $
                                (582,000)
                                $
                                (3,338,600)
                                $
                                (1,883,400)Weighted
      average outstanding shares
                                59,622,230
                                
                                52,833,385
                                
                                57,978,928
                                
                                55,108,992Basic
      and diluted loss per share
                                $
                                (0.015)
                                $
                                (0.011)
                                $
                                (0.058)
                                $
                                (0.034)


























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)





Nine
                          
                          NineMonths
      Ended
                          
                          Months
      EndedSeptember
      30, 2008
                          
                          September
      30, 2007Cash
      flows from operating activitiesNet
      loss
                          
                          
                          
                          
                          $
                          (3,338,600)
                          
                          $
                          (1,883,400)Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
                          
                          
                          57,600
                          
                          
                          39,400Non-cash
      stock-based compensation
                          
                          
                          1,783,200
                          
                          
                          339,100Amortization
      of debt discount
                          
                          
                          313,200
                          
                          
                          -Finders
      fees and additional compensation due to stockholder
accrued
                          
                          
                          -
                          
                          
                          143,600Changes
      in operating assets and liabilities:Accounts
      receivable and other assets
                          
                          
                          
                          (3,800)
                          
                          
                          -Other
      assets
                          
                          
                          
                          (34,000)
                          
                          
                          (7,800)Accounts
      payable
                          
                          
                          
                          40,300
                          
                          
                          (2,100)Accrued
      expenses
                          
                          
                          
                          (11,400)
                          
                          
                          74,600Deferred
      revenue
                          
                          
                          
                          41,300
                          
                          
                          26,500Net
      cash used by operating activities
                          
                          
                          (1,152,200)
                          
                          
                          (1,270,100)Cash
      flows from investing activitiesAcquisition
      of property and equipment
                          
                          
                          (3,300)
                          
                          
                          (56,200)Acquisition
      and development of software
                          
                          
                          (104,400)
                          
                          
                          (43,200)Net
      cash used by investing activities
                          
                          
                          (107,700)
                          
                          
                          (99,400)Cash
      flows from financing activitiesProceeds
      from the issuance of common stock
                          
                          
                          888,000
                          
                          
                          1,090,000Proceeds
      from short term loan
                          
                          
                          -
                          
                          
                          17,000Proceeds
      from convertible notes
                          
                          
                          850,000
                          
                          
                          -Payments
      made on shareholder loans
                          
                          
                          (17,400)
                          
                          
                          (27,000)Financing
      cost
                          
                          
                          (117,500)
                          
                          
                          (27,000)Net
      cash provided by financing activities
                          
                          
                          1,603,100
                          
                          
                          1,053,000Net
      increase (decrease) in cash and cash equivalents
                          
                          
                          343,200
                          
                          
                          (316,500)Cash
      and cash equivalents, beginning of period
                          
                          
                          88,400
                          
                          
                          337,000Cash
      and cash equivalents, end of period
                          
                          $
                          431,600
                          
                          $
                          20,500Supplemental
      disclosures:Cash
      paid for income taxes
                          
                          
                          $
                          1,600
                          
                          $
                          1,600Cash
      paid for interest
                          
                          
                          $
                          23,600
                          
                          $
                          900Supplemental
      disclosures of non cash activities:Finders
      fees and additional compensation due to stockholders
    accrued
                          
                          
                          $
                          -
                          
                          $
                          143,500








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 and nine month periods ended September 30, 2008 are 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 and Software 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.





The
Company also applies Statement of Financial Accounting Standards No. 86, Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketedto costs incurred
internally in creating its software products.  Under SFAS No. 86,
costs are charged to research and development expense until technological
feasibility has been established for the related product.  Technical
feasibility is deemed to have been established upon completion of a detail
program design or completion of a working model.  Subsequent to
technological feasibility having been established, software production costs
shall be capitalized and reported at the lower of amortized cost or net
realizable value.





As of
September 30, 2008, and December 31, 2007 the Company capitalized $165,500 and
$103,300, respectively, net of accumulated amortization, related to its web site
and software 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 September 30, 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.


5


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. 54,504,025 shares of potentially dilutive
securities have been excluded for the three and nine month periods ended
September 30, 2008, because their effect was anti-dilutive. 11,545,442 shares of
potentially dilutive securities have been excluded for three and nine month
periods ended September 30, 2007, respectively, because their effect was
anti-dilutive.





Stock-Based
Compensation





In
December 2004, the Financial Accounting Standard Board (“FASB”) issued Statement
of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, which
addresses the accounting for employee stock options. SFAS No. 123R requires that
the cost of all employee stock options, as well as other equity-based
compensation arrangements, be reflected in the consolidated  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; 312% stock price volatility; risk-free
interest rate of 2.9%; forfeitures rate of 10% and no dividends during the
expected term. During the three and nine months ended September 30, 2008, the
Company recognized stock option expense of $215,500, and $644,600
respectively.  During the three and nine month periods ended September
30, 2007, the Company recognized employee stock option expense of approximately
$91,200 and $339,100, 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 September 30, 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.  As of
September 30, 2008, the carrying value of the long term convertible notes
payables approximate fair value except for the fair value of the 2007
Convertible Promissory Notes (See Note 7) which has not been estimated since the
cost of doing so would be excessively prohibitive and not
practicable.





Concentration
of Risk





As of
September 30, 2008, the Company maintained its cash account at one commercial
bank. The cash balance at September 30, 2008, exceeded the FDIC coverage limit
by $331,600.





Advertising





Advertising
and promotion costs are charged to operations when incurred. For the three and
nine months ended September 30, 2008, advertising and promotion costs amounted
to $72,400 and $198,100 respectively.  For the three and nine months
ended September 30, 2007, advertising and promotion costs amounted to $16,400
and $119,300, respectively.





6


Impairment
of Long-Lived Assets





The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
three and nine months ended September 30, 2008 and 2007, no events or
circumstances occurred for which an evaluation of the recoverability of
long-lived assets was required.





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 September 30, 2008,
and revenues and expenses for the three and nine months ended September 30, 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 September 30, 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


7


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.





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 $619,000 through September 30, 2008.  Additionally,
during the quarter ended June 30, 2008, the Company entered into convertible
promissory notes in an aggregate amount of $584,800 that yielded cash proceeds
to the Company of $500,000 (see Note 7).  During the quarter ended
September 30, 2008, the Company again entered into convertible promissory notes
in an aggregate amount of $422,000 that yielded cash proceeds to the Company of
$350,000 (see Note 7).  Also during the quarter ended September 30,
2008, the Company entered into a subscription agreement and raised $253,000
through a private placement of its common stock (Note 8).  The Company
expects to raise additional funds either through additional debt or equity
financings during the remainder of 2008 or during 2009.  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) Section
4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D
promulgated thereunder or (ii) Rule 501 of Regulation S.





4.           PROPERTY
AND EQUIPMENT





Property
and equipment consisted of the following:





September
      30,2008
              
              
              December
      31, 2007Computer
      equipment and software
              $
              53,100
              
              $
              49,800Furniture
      and fixtures
              
              37,500
              
              
              37,500Less
      -accumulated depreciation and amortization
              
              (38,500)
              
              
              (23,100)$
              52,100
              
              $
              64,200





5.           WEB
SITE DEVELOPMENT AND SOFTWARE COSTS





Web site
development costs consisted of the following:


September
      30,2008
              
              
              December
      31, 2007Website
      development costs
              $
              277,700
              
              $
              173,300Less
      -accumulated amortization
              
              (112,200)
              
              
              (70,000)$
              165,500
              
              $
              103,300





6.           DUE
TO STOCKHOLDER





As of
September 30, 2008, $36,600 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 nine
months ended September 30, 2008, $17,400 of the net amount owed was paid to the
officer.





7.           CONVERTIBLE
PROMISSORY NOTES





The
2007 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 “2007 Convertible
Notes”). The 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, but are
subordinate to the AOI Fund Convertible Promissory Notes discussed
below.  Initially, each 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


8


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.





One of
the five investors who entered into the 2007 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 the convertible note financing.





The
Company determined that the embedded conversion option in the 2007 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 notes and common stock purchase warrants
based on their relative estimated fair values. As a result, the Company
allocated $480,800 to the convertible notes 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 notes contained a beneficial
conversion feature based on the effective conversion price after allocating
proceeds of the convertible notes 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
notes.  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 notes, including amortization of the
discounts associated with the beneficial conversion feature and the vested
warrants, totaled $93,300 and $280,000 for the three and nine months ended
September 30, 2008, respectively.





The
2008 Convertible Promissory Notes





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 (the “2008 Convertible Notes”). 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.





The
Company determined that the embedded conversion option in the 2008 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 notes and


9


common
stock purchase warrants based on their relative estimated fair values. As a
result, the Company allocated $46,300 to the convertible notes and $46,300 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 notes contained a
beneficial conversion feature based on the effective conversion price after
allocating proceeds of the convertible notes 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
notes.





Interest
charges associated with the convertible notes, including amortization of the
discounts associated with the beneficial conversion feature and the vested
warrants, totaled $34,700 and $57,900 for the three and nine month periods ended
September 30, 2008, respectively.





The
AOI Fund Convertible Promissory Notes





In May
2008, an investor purchased $242,400 of 15% secured convertible notes and was
issued warrants to purchase shares of our common stock (the “AOI Convertible
Notes”). The 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 $0.25 of principal amount of their note for a maximum
potential aggregate of 969,696 shares of common stock; in addition, the
investors were issued “Series A Warrants" to purchase 96,969 shares of common
stock at an exercise price of $.25 per share that expire five years from the
date of issuance and “Series B Warrants” to purchase 96,969 shares of common
stock at an exercise price of $.30 per share that expire five years from the
date of issuance.  The Series A Warrants also have a put option in the
amount of $60,000 which can only be exercised after the two year anniversary
date of the convertible note.  The Series B Warrants have no put
option.  The convertible notes included an original issue discount of
$42,400.  Additionally, the convertible notes are secured by a
security interest in all assets of the Company. 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.





The
Company determined that the embedded conversion option in the AOI 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 notes and common stock purchase warrants
based on their relative estimated fair values. As a result, the Company
allocated no amounts to the convertible notes and $17,400 to 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 notes contained a beneficial conversion feature
based on the effective conversion price after allocating proceeds of the
convertible notes to 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 notes.  Interest charges associated with
the convertible notes, including amortization of the discounts associated with
the original issue discount, put option and the vested warrants, totaled $18,400
and $30,700 for the three and nine month periods ended September 30, 2008,
respectively.




In June
2008, the same investor purchased for a second investment, $242,400 of the
AOI Convertible Notes (15% secured convertible notes) and were issued warrants
to purchase shares of our common stock. The 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 $0.25 of principal amount
of their note for a maximum potential aggregate of 969,696 shares of common
stock; in addition, the investors were issued “Series A Warrants" to purchase
96,969 shares of common stock at an exercise price of $.25 per share that expire
five years from the date of issuance and “Series B Warrants” to purchase 96,969
shares of common stock at an exercise price of $.30 per share that expire five
years from the date of issuance.  The Series A Warrants also have a put
option in the amount of $60,000 which can only be exercised after the two year
anniversary date of the convertible note.  The Series B Warrants have
no put option.  The convertible note included an original issue
discount of $42,400.  Additionally, the convertible notes are secured
by a security interest in all assets of the Company. 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.





The
Company determined that the embedded conversion option in the AOI 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


10


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 notes and
common stock purchase warrants based on their relative estimated fair values. As
a result, the Company allocated no amounts to the convertible notes and $14,500
to 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 notes contained a beneficial
conversion feature based on the effective conversion price after allocating
proceeds of the convertible notes to 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
notes.   Interest charges associated with the convertible notes,
including amortization of the discounts associated with the original issue
discount, put option and the vested warrants, totaled $18,100 and $18,300 the
three and nine month periods ended September 30, 2008,
respectively.





In July
2008, the same investor purchased for a third investment, $242,400 of the
AOI Convertible Notes (15% secured convertible notes) and were issued warrants
to purchase shares of our common stock. The 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 $0.25 of principal amount
of their note for a maximum potential aggregate of 969,696 shares of common
stock; in addition, the investors were issued “Series A Warrants" to purchase
96,969 shares of common stock at an exercise price of $.25 per share that expire
five years from the date of issuance and “Series B Warrants” to purchase 96,969
shares of common stock at an exercise price of $.30 per share that expire five
years from the date of issuance.  The Series A Warrants also have a put
option in the amount of $60,000 which can only be exercised after the two year
anniversary date of the convertible note.  The Series B Warrants have
no put option.  The convertible note included an original issue
discount of $42,400.  Additionally, the convertible notes are secured
by a security interest in all assets of the Company. 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.





The
Company determined that the embedded conversion option in the AOI 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 notes and common stock purchase warrants
based on their relative estimated fair values. As a result, the Company
allocated no amounts to the convertible notes and $14,500 to 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 notes contained a beneficial conversion feature
based on the effective conversion price after allocating proceeds of the
convertible notes to 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 notes.   Interest charges associated
with the convertible notes, including amortization of the discounts associated
with the original issue discount, put option and the vested warrants, totaled
$11,600 each of the three and nine month periods ended September 30,
2008.





In
September 2008, the same investor purchased for a fourth investment,
$180,000 of the AOI Convertible Notes (15% secured convertible notes) and were
issued warrants to purchase shares of our common stock. The 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 $0.123
of principal amount of their note for a maximum potential aggregate of 1,463,414
shares of common stock; in addition, the investors were issued “Series C
Warrants" to purchase 750,000 shares of common stock at an exercise price of
$.123 per share that expire five years from the date of issuance and “Series D
Warrants” to purchase 750,000 shares of common stock at an exercise price of
$.15 per share that expire five years from the date of issuance.  The
Series D Warrants also have a put option in the amount of $45,000 which can only
be exercised after the one year anniversary date of the convertible
note.  The Series C Warrants have no put option.  The
convertible note included an original issue discount of
$30,000.  Additionally, the convertible notes are secured by a
security interest in all assets of the Company. 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.





The
Company determined that the embedded conversion option in the AOI 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


11


Opinion
No. 14, the Company allocated the net proceeds received in this transaction to
each of the convertible notes and common stock purchase warrants based on their
relative estimated fair values. As a result, the Company allocated no amounts to
the convertible notes and $14,500 to 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 notes
contained a beneficial conversion feature based on the effective conversion
price after allocating proceeds of the convertible notes to 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
notes.   Interest charges associated with the convertible notes,
including amortization of the discounts associated with the original issue
discount, put option and the vested warrants, totaled $800 for each of the three
and nine month periods ended September 30, 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 September 30, 2008, there
were 52,833,385 and 68,006,481 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.





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.


12


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 October 2007, the Company had received $1,130,000 of the
$4 million private placement and closed the 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 offerings, pursuant to which it had issued $1,773,800 in
aggregate of convertible notes (see Note 7 for further discussion) through
September 30, 2008.  Under the convertible note agreements the Company
may issue up to 11,322,559 restricted shares if all the outstanding principal
amounts of the convertible notes convert 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 $619,000 cash proceeds for the issuance of 5,145,837,
restricted shares as of September 30, 2008. 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.  In September 2008, the
Company entered into a $253,000 private placement with accredited investors,
which the Company had received $253,000 cash proceeds for the issuance of
8,433,333, restricted shares as of September 30, 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) Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder; or (ii) Rule 501 under Regulation
S





During
the nine months ended September 30, 2008, the Company issued 446,890 shares of
common stock for $46,000 of interest due on the 2007 Convertible Promissory
Notes.





During
the nine months ended September 30, 2008, the Company issued 329,535 shares of
common stock for options exercised in the amount of $33,750 cash
proceeds.





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.





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


13


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 $215,500 for the nine months ended September 30, 2008,
respectively. The Company recognized stock-based compensation expense of
$339,500 for the nine months ended September 30, 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 September 30, 2008 and 2007:





Nine
      Months
                                        Ended
                                        September
      30,2008
                                      
                                      2007Expected
      volatility
                                      
                                      
                                      312%
                                      
                                      
                                      45%Risk-free
      rate
                                      
                                      
                                      2.9%
                                      
                                      
                                      4.2%Expected
      term
                                      
                                      
                                      4.5
      years
                                      
                                      
                                      4.5
      years





A summary
of stock option activity for the nine months September 30, 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
            
            
            12,165,000
            
            $
            .17Exercised
            
            
            (329,535)
            
            $
            .10Cancelled
            
            
            (635,355)
            
            $
            .41Outstanding
      as of September 30, 2008
            
            
            29,299,032
            
            $
            .15
            
            
            3.9
            
            $
            --





A summary
of the status of the nonvested options for the nine months ended September 30,
2008 is presented below:





Number of
                    Shares
                  
                  Weighted-
                    Average
                    Grant
      Date
                    Fair
      ValueNonvested
      as of December 31, 2007
                  
                  
                  7,270,870
                  
                  $
                  .38Granted
                  
                  
                  12,165,000
                  
                  $
                  .17Vested
                  
                  
                  (4,063,342)
                  
                  $
                  .22Cancelled
                  
                  
                  (533,840)
                  
                  $
                  .48Nonvested
      as of September 30, 2008
                  
                  
                  14,838,688
                  
                  $
                  .19





14


Information
regarding the weighted-average remaining contractual life and weighted-average
exercise price of options outstanding and options exercisable at September 30,
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 - .18
                        
                        
                        24,704,032
                        
                        
                        3.9
                        
                        
                        $  
      .12
                        
                        
                        13,602,844
                        
                        
                        $  
      .06$
      .18 - .27
                        
                        
                        4,595,000
                        
                        
                        3.9
                        
                        
                        $  
      .27
                        
                        
                        857,500
                        
                        
                        $   .1429,299,032
                        
                        
                        
                        
                        
                        
                        
                        
                        14,460,344





Warrants





Just
prior to the Merger, there were no warrants to purchase HomAssist or Old TFP
stock outstanding.





In
conjunction with the $767,000 raised pursuant to the 2007 Convertible Notes, 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).





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.  In May 2008, these warrants were cancelled and the Company
granted new warrants to purchase up to an aggregate of 6,600,000 shares of
common stock of the Company at an exercise price of $.45 per share that expired
unexercised in July 2008.  In accordance with FAS 123R, the Company
recognized an expense of $268,000 for the incremental fair value of the revised
award on the modification date.





In April
2008, pursuant to a marketing partnership agreement, the Company agreed to issue
a warrant to purchase up to an aggregate of 2,025,000 shares of common stock at
an exercise price of $.32 per share.  These warrants vest based upon
certain sales targets achieved and expire April 2013.





In April
2008, a warrant to purchase 350,000 common shares issued in October 2007
pursuant to a financial advisory agreement were cancelled pursuant to a new
financial advisory agreement entered into by the Company which obligated the
Company to issue 10% of any related proceeds raised by the financial advisor and
10% of any other consideration received by the investor.  Pursuant to
this new agreement, during the quarter ended September 30, 2008, the Company
issued warrants to purchase up to 106,667 shares of common stock at an exercise
price of $.25 per share, 9,697 shares of common stock at an exercise price of
$.30 per share, 75,000 shares of common stock at an exercise price of $.15 per
share, and, 221,341 shares of common stock at an exercise price of $.123 per
share.





In May
2008, in conjunction with the issuance of The 2008 Convertible Notes (See Note
7) the Company issued warrants to purchase shares of up to 357,143 shares of
common stock at an exercise price of $.14 per share that expire five years from
the date of issuance.





In May
2008, in conjunction with the issuance of The AOI Fund Convertible Promissory
Notes (See Note 7) the Company issued “Series A Warrants" to purchase 96,969
shares of common stock at an exercise price of $.25 per share that expire five
years from the date of issuance and “Series B Warrants” to purchase 96,969
shares of common stock at an exercise price of $.30 per share that expire five
years from the date of issuance.  The Series A Warrants also have a put
option in the amount of $60,000.  The Series B Warrants have no put
option.


15


In May
2008 and June 2008, the Company entered into subordination agreements with the
holders of the 2007 Convertible Notes.  As a result, the Company
issued to the holders warrants to purchase up to an aggregate 500,000 shares of
the Company’s common stock at an exercise price of $.18 per share in exchange
for the holders to subordinate their convertible promissory notes.





In June
2008, in conjunction with the second issuance of The AOI Fund Convertible Notes
(See Note 7) the Company issued “Series A Warrants" to purchase 96,969 shares of
common stock at an exercise price of $.25 per share that expire five years from
the date of issuance and “Series B Warrants” to purchase 96,969 shares of common
stock at an exercise price of $.30 per share that expire five years from the
date of issuance.  The Series A Warrants also have a put option in the
amount of $60,000.  The Series B Warrants have no put
option.





In July
2008, in conjunction with the second issuance of The AOI Fund Convertible Notes
(See Note 7) the Company issued “Series A Warrants" to purchase 96,969 shares of
common stock at an exercise price of $.25 per share that expire five years from
the date of issuance and “Series B Warrants” to purchase 96,969 shares of common
stock at an exercise price of $.30 per share that expire five years from the
date of issuance.  The Series A Warrants also have a put option in the
amount of $60,000.  The Series B Warrants have no put
option.





In
September 2008, in conjunction with the second issuance of The AOI Fund
Convertible Notes (See Note 7) the Company issued “Series C Warrants" to
purchase 750,000 shares of common stock at an exercise price of $.123 per share
that expire five years from the date of issuance and “Series D Warrants” to
purchase 750,000 shares of common stock at an exercise price of $.15 per share
that expire five years from the date of issuance.  The Series D Warrants
also have a put option in the amount of $45,000.  The Series C
Warrants have no put option.





In
September 2008, the Company entered into waiver agreements with the holders of
the 2007 Convertible Notes.  As a result, the Company issued to the
holders warrants to purchase up to an aggregate 500,000 shares of the Company’s
common stock at an exercise price of $.07 per share in exchange for the holders
to enter into the waiver agreements.





A summary
of warrant activity for the nine months ended September 30, 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
            
            
            18,309,396
            
            
            .14Cancelled
            
            
            (13,050,000)
            
            
            .59Outstanding
      as of September 30, 2008
            
            
            8,526,896
            
            $
            .24
            
            
            3.0
            
            $
            -








A summary
of the status of the non-vested warrants for the nine months ended September 30,
2008 is presented below:





Number of
                          Shares
                        
                        Weighted-
                          Average
                          Grant
      Date
                          Fair
      ValueNon-vested
      as of December 31, 2007
                        
                        
                        958,750
                        
                        $
                        .37Granted
                        
                        
                        18,309,396
                        
                        $
                        .14Vested
                        
                        
                        (3,884,396)
                        
                        $
                        .15Cancelled
                        
                        
                        (11,700,000)
                        
                        $
                        .59Non-vested
      as of September 30, 2008
                        
                        
                        3,683,750
                        
                        $
                        .29








9.           RELATED
PARTY TRANSACTIONS




As of
September 30, 2008 the Company owed an executive officer $36,600 (see further
discussion in Note 6).
 
 In July
2008, pursuant to a consulting agreement, the Company granted an option to
purchase 50,000 shares of common stock of the Company to a consultant who is
also a sibling of an executive officer of the Company.


16




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
and nine months ended September 30, 2008 was $25,200 and $75,600,
respectively.  Rent expense during the three and nine months ended
September 30, 2007 was $24,700 and $65,600, respectively.





Pursuant
to the office lease agreement, as of September 30, 2008 total remaining rental
payments of $25,200 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.





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 adoption of SFAS No. 158 is not expected to have a
material impact on the Company’s 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.


17







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.





18


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 September 30, 2008 and
for the three and nine 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 November 14,
2008, we have generated 9,892 subscribers, have 14,833 users, and have
transferred more than 3,894 gigabytes of consumer digital media across our
systems. However, our revenues are not sufficient to cover our operating
costs and expenses. During the three and nine months ended September 30, 2008,
our revenues were $142,700 and $338,200, respectively. We are in the early
phases of revenue generating activities and we intend to continue marketing our
product more aggressively upon the implementation of business arrangements we’ve
recently entered into with marketing partners and completion of additional debt
or equity financing.





Current
Conditions





Historically
we have incurred significant losses and we continue to incur additional losses
during the current quarter ended September 30, 2008.  Our net loss was
$883,800 and $3,338,600, for the three and nine months ended September 30, 2008,
respectively. Our cash used in operations was $1,152,200 and $1,270,100 for the
nine months ended September 30, 2008 and 2007, respectively.  As of
September 30, 2008, we had an accumulated deficit of approximately $6,832,900.
We expect operating losses and negative cash flow to continue for the
foreseeable future.  We plan that our losses may decrease as result of
generating new revenues driven from the implementation of our business
arrangements we’ve entered into with our marketing partners, however, there is
no assurance that the implementations will produce sufficient revenues to cover
our costs and expenses.  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.





Historically,
we have relied upon private debt and equity financings as our source of cash and
we continue to rely on these financings to meet our working capital needs. In
January 2008, we entered into a $1 million private placement with foreign
investors under a Regulation S Stock Purchase agreement, of which we received
approximately $619,000 as of September 30, 2008. Additionally, during the second
and third quarter of 2008, we received approximately $850,000 pursuant to
convertible notes offerings (see Note 7 to the condensed unaudited financial
statements included elsewhere in this report). Additionally, in September 2008,
we received $253,000 pursuant to a private placement of our common stock (see
Note 8 to the condensed


19


unaudited
financial statements included elsewhere in this report). We plan to use the
proceeds of the most recent offerings for marketing of our product, increasing
revenue generating activities and for general working capital
purposes.





In
addition to the above financings, 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
September 30, 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 September 30, 2008 Compared to the Three Months Ended
September 30, 2007





Total
revenue was $142,700 and $36,300 for the three months ended September 30, 2008
and 2007, respectively, representing an increase of $106,400. The increase was
due to an increase in subscription revenues of $33,500 during the three months
ended September 30, 2008 as compared to the same period last year and an
increase in professional services revenues of $72,900 during the three months
ended September 30, 2008 as compared to the same period last year.





Subscription
revenue was $59,800 and $26,300 for the three months ended September 30, 2008
and 2007, respectively, representing an increase of $33,500 resulting from an
increase in our customers to 5,187 subscribers as of September 30, 2008 from
1,940 subscribers as of September 30, 2007. The increase in subscriptions was
due to additional marketing activities performed during the three months ended
September 30, 2008 as compared to the same period last year and renewals of
subscribers.  As we continue marketing activities and promotions,
subscription revenues continued to increase through September 30,
2008.   Digital media sharing 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 digital media sharing 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.





Professional
services revenues for the three months ended September 30, 2008 was $82,900 as
compared to $10,000 during the same period last year. The increase was due to us
providing custom website design services under software development contracts
completed during the three months ended September 30, 2008.  We did
not have similar contracts during the same period last year.  We have
not entered into additional agreements for similar levels of professional
services for the remainder of 2008, as a result, we do not expect that
professional services will be recurring beyond 2008 at this time.




Cost of
revenue was $39,200 and $12,900 for the three months ended September 30, 2008
and 2007, respectively, representing an increase of $26,300. The increase in
cost of revenues for the three months ended September 30, 2008 as compared to
the same period last year is due to an increase in cost of professional services
of $26,300.





Cost of
subscription revenues for the three months ended September 30, 2008 was $11,800
as compared to $11,800 during the same period last year.  Cost of
subscription revenues for the three months ended September 30, 2008 were mostly
derived from hosting and setup services incurred from website services provided
to our subscribers.


20


Cost of
professional service revenues for the three months ended September 30, 2008 was
$27,400 as compared to $1,100 during the same period last year. The increase in
cost of professional services revenues for the three months ended September 30,
2008 as compared to the same period last year is due to having provided a higher
volume of professional services during the three months ended September 30, 2008
as compared to the same period last year.





Research
and development expense was $64,500 and $91,900 for the three months ended
September 30, 2008 and 2007, respectively, representing a decrease of $27,400.
The decrease was primarily due to lower amounts of research and development
activities, including decreased costs of hired consultants during the three
months ended September 30, 2008 as compared to the same period last
year.





Sales and
marketing expense was $239,600 and $175,900 for the three months ended September
30, 2008 and 2007, respectively, representing an increase of $63,700. The
increase was primarily due to having increased advertising and marketing
activities during the three months ended September 30, 2008 as compared to the
same period last year.





General
and administrative expense was $504,600 and $337,600 for the three months ended
September 30, 2008 and 2007, respectively, representing an increase of $167,000.
The increase was primarily due to increase of warrant expense of $146,600,
related to warrant agreements entered into in 2008 where there were no such
warrant agreements during the same period last year and an increase in
professional services of $17,900 related to consulting, accounting and legal
services utilized during 2008 as compared to the same period last
year.





Interest
expense was $178,600 and none for the three months ended September 30, 2008 and
2007, respectively, representing an increase of $178,600.  The
increase was attributable to interest and debt discount amortization expense of
$178,600 during the three months ended September 30, 2008 which was mostly
related to our convertible notes outstanding during the three months ended
September 30, 2008.  There were no such notes outstanding during the
same period last year.





The
Nine Months Ended September 30, 2008 Compared to the Nine Months Ended September
30, 2007





Total
revenue was $338,200 and $74,900 for the nine months ended September 30, 2008
and 2007, respectively, representing an increase of $263,300. The increase was
due to an increase in subscription revenues of $115,300 during the nine months
ended September 30, 2008 as compared to the same period last year and an
increase in professional services revenues of $148,000 during the nine months
ended September 30, 2008 as compared to the same period last year.





Subscription
revenue was $170,200 and $54,900 for the nine months ended September 30, 2008
and 2007, respectively, representing an increase of $115,300, resulting from an
increase in our customers to 5,187 subscribers as of September 30, 2008 from
1,940 subscribers as of September 30, 2007. The increase in subscriptions was
due to additional marketing activities performed during the nine months ended
September 30, 2008 as compared to the same period last year and renewals of
subscribers.  As we continue marketing activities and promotions,
subscription revenues continued to increase through September 30,
2008.   Digital media sharing 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 digital media sharing 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.





Professional
services revenues for the nine months ended September 30, 2008 was $168,000 as
compared to $20,000 during the same period last year. The increase was due to us
providing custom website design services under software development contracts
completed during the nine months ended September 30, 2008.  We did not
have similar contracts during the same period last year.  We have not
entered into additional agreements for similar levels of professional services
for the remainder of 2008, as a result, we do not expect that professional
services will be recurring beyond 2008 at this time.




Cost of
revenue was $83,300 and $35,200 for the nine months ended September 30, 2008 and
2007, respectively, representing an increase of $48,100. The increase in cost of
revenues for the nine months ended September 30, 2008 as compared to the same
period last year is due to an increase in cost of subscription sales of $7,200
and an increase in cost of professional services of $40,900.


21


Cost of
subscription revenues for the nine months ended September 30, 2008 was $34,900
as compared to $27,700 during the same period last year.  The increase
was due to having an increase in subscription sales. Cost of subscription
revenues for the nine months ended September 30, 2008 were mostly derived from
hosting and setup services incurred from website services provided to our
subscribers.





Cost of
professional service revenues for the nine months ended September 30, 2008 was
$48,400 as compared to $7,500 during the same period last year. The increase in
cost of professional services revenues for the nine months ended September 30,
2008 as compared to the same period last year is due to having provided a higher
volume of professional services during the nine months ended September 30, 2008
as compared to the same period last year.





Research
and development expense was $303,700 and $282,100 for the nine months ended
September 30, 2008 and 2007, respectively, representing an increase of $21,600.
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 nine months ended September 30, 2008 as compared to the
same period last year.





Sales and
marketing expense was $577,500 and $467,000 for the nine months ended September
30, 2008 and 2007, respectively, representing an increase of $110,500. The
increase was primarily due to higher sales and marketing activities partially
offset by having fewer marketing personnel during the nine months ended
September 30, 2008 as compared to the same period last year.





General
and administrative expense was $2,296,100 and $1,174,700 for the nine months
ended September 30, 2008 and 2007, respectively, representing an increase of
$1,121,400. The increase was primarily due to increase in warrant expense of
$1,050,901 a majority of which relates to warrants granted to our investor
relations firm which expired unexercised in July 2008.  There were no
such warrants granted or outstanding to our investor relations firm the same
period last year.





Interest
expense was $416,200 and none for the nine months ended September 30, 2008 and
2007, respectively, representing an increase of $416,200.  The
increase was attributable to interest and debt discount amortization expense of
$416,200 during the nine months ended September 30, 2008 which was mostly
related to our convertible notes outstanding during the nine months ended
September 30, 2008.  There were no such notes outstanding during the
same period last year.





Liquidity
and Capital Resources





Cash
Flows





At
September 30, 2008, our cash and cash equivalents were $431,600, an increase of
$343,200 from $88,400 as of December 31, 2007.  The increase was due
to receiving $619,000 related to our Regulation S Stock Purchase agreement
entered into January 2008, $850,000 related to our convertible notes entered
into during the nine months ended September 30, 2008, and $253,000 related to
our private placement of our common stock in September 2008; all of which was
partially offset by cash used in operating activities of $1,152,200 and $104,400
of cash used in the acquisition of and development of software.





Historically,
we have incurred losses and have had capital and stockholders’ deficits and
limited cash to fund our operations.  During the nine months ended
September 30, 2008, we raised approximately $1.7 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
5,145,837 restricted shares for cash proceeds of $619,000 as of September 30,
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.


22





The
2008 Convertible Promissory Notes





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.








The
AOI Fund Convertible Promissory Notes





In May
2008, an investor purchased $242,400 of 15% secured convertible notes and was
issued warrants to purchase shares of our common stock. The 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 $0.25
of principal amount of their note for a maximum potential aggregate of 969,696
shares of common stock; in addition, the investors were issued “Series A
Warrants" to purchase 96,969 shares of common stock at an exercise price of $.25
per share that expire five years from the date of issuance and “Series B
Warrants” to purchase 96,969 shares of common stock at an exercise price of $.30
per share that expire five years from the date of issuance.  The Series A
Warrants also have a put option in the amount of $60,000 which can only be
exercised after the two year anniversary date of the convertible
note.  The Series B Warrants have no put option.  The
convertible note included an original issue discount of
$42,400.  Additionally, the convertible notes are secured by a
security interest in all assets of the Company. 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 June
2008, the same investor purchased for a second investment, $242,400 of 15%
secured convertible notes and was issued warrants to purchase shares of our
common stock. The 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 $0.25 of principal amount of their note for a maximum
potential aggregate of 969,696 shares of common stock; in addition, the
investors were issued “Series A Warrants" to purchase 96,969 shares of common
stock at an exercise price of $.25 per share that expire five years from the
date of issuance and “Series B Warrants” to purchase 96,969 shares of common
stock at an exercise price of $.30 per share that expire five years from the
date of issuance.  The Series A Warrants also have a put option in the
amount of $60,000 which can only be exercised after the two year anniversary
date of the convertible note.  The Series B Warrants have no put
option.  The convertible note included an original issue discount of
$42,400.  Additionally, the convertible notes are secured by a
security interest in all assets of the Company. 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 July
2008, the same investor purchased for a third investment, $242,400 of 15%
secured convertible notes and was issued warrants to purchase shares of our
common stock. The 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 $0.25 of principal amount of their note for a maximum
potential aggregate of 969,696 shares of common stock; in addition, the
investors were issued “Series A Warrants" to purchase 96,969 shares of common
stock at an exercise price of $.25 per share that expire five years from the
date of issuance and “Series B Warrants” to purchase 96,969 shares of common
stock at an exercise price of $.30 per share that expire five years from the
date of issuance.  The Series A Warrants also have a put option in the
amount of $60,000 which can only be exercised after the two year anniversary
date of the convertible note.  The Series B Warrants have no put
option.  The convertible note included an original issue discount of
$42,400.  Additionally, the convertible notes are secured by a
security interest in all assets of the Company. 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.


23


In
September 2008, the same investor purchased for a fourth investment,
$180,000 of the AOI Convertible Notes (15% secured convertible notes) and were
issued warrants to purchase shares of our common stock. The 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 $0.123
of principal amount of their note for a maximum potential aggregate of 1,463,414
shares of common stock; in addition, the investors were issued “Series C
Warrants" to purchase 750,000 shares of common stock at an exercise price of
$.123 per share that expire five years from the date of issuance and “Series D
Warrants” to purchase 750,000 shares of common stock at an exercise price of
$.15 per share that expire five years from the date of issuance.  The
Series D Warrants also have a put option in the amount of $45,000 which can only
be exercised after the one year anniversary date of the convertible
note.  The Series B Warrants have no put option.  The
convertible note included an original issue discount of
$30,000.  Additionally, the convertible notes are secured by a
security interest in all assets of the Company. 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.





Other Financings





In
September 2008, the Company entered into a $253,000 private placement with
accredited investors, which the Company had received $253,000 cash proceeds for
the issuance of 8,433,333, restricted shares as of September 30,
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 Section 4(2) and Section 4(6) of the Securities Act
and/or Rule 506 of Regulation D thereunder.





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 the remainder of 2008 and 2009,
although we have no assurance that such financing will be
completed.





Off-Balance
Sheet Arrangements





As of
September 30, 2008, we had no off-balance sheet arrangements.





Related
Party Transactions





As of
September 30, 2008, $36,600 was due to an executive officer and principal
stockholder. The amount due to the executive officer does not bear interest, is
not collateralized and has no formal repayment terms.  During the nine
months ended September 30, 2008, $17,400 of the net amount owed was paid to the
officer.





In July
2008, pursuant to a consulting agreement, we granted an option to purchase
50,000 shares of our common stock to a consultant who is also a sibling of one
of 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.





Web Site and Software 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.





The
Company also applies Statement of Financial Accounting Standards No. 86, Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketedto costs incurred
internally in creating its software products.  Under


24


SFAS No.
86, costs are charged to research and development expense until technological
feasibility has been established for the related product.  Technical
feasibility is deemed to have been established upon completion of a detail
program design or completion of a working model.  Subsequent to
technological feasibility having been established, software production costs
shall be capitalized and reported at the lower of amortized cost or net
realizable value.





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 September 30, 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.




Derivatives -We may issue
notes payable to investors that contain rights to covert the note payable into
shares of our common stock.  We may also issue warrants to investors
and to others for services rendered.  When we issue such instruments,
we are required to determine whether such instruments are required to be
accounted for as equity or debt instruments under Statement of Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities(and its corresponding amendments) and
EITF 00-19, Accounting for
Derivative Financial
Instruments Indexed To, and Potentially Settled In a Company’s Own Stock,
as well as other applicable guidance.  Related analyses vary based on
the specific terms of each consummated transaction and the application of U.S.
Generally Accepted Accounting Principles in this area can be
complex.





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.


25





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
      4T.   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 September
30, 2008 and that they do not allow for information required to be disclosed by
us 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, we had  material
weaknesses 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 and those deficiencies have not yet been remediated by us. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated


26


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





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.





Based on
the foregoing evaluation, we have concluded that there was no change in our
internal control over financial reporting that occurred during the fiscal
quarter ended September 30, 2008, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.  We continue to have  material weaknesses 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 and those
deficiencies have not yet been remediated by us.





27





PART
II - OTHER INFORMATION





Item
1.  Legal Proceedings - None





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





In
September 2008, an investor purchased for a fourth investment, $180,000 of
the AOI Convertible Notes (15% secured convertible notes) and were issued
warrants to purchase shares of our common stock. The 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 $0.123 of principal
amount of their note for a maximum potential aggregate of 1,463,414 shares of
common stock; in addition, the investors were issued “Series C Warrants" to
purchase 750,000 shares of common stock at an exercise price of $.123 per share
that expire five years from the date of issuance and “Series D Warrants” to
purchase 750,000 shares of common stock at an exercise price of $.15 per share
that expire five years from the date of issuance.  The Series D Warrants
also have a put option in the amount of $45,000 which can only be exercised
after the one year anniversary date of the convertible note.  The
Series C Warrants have no put option.  The convertible note included
an original issue discount of $30,000.  Additionally, the convertible
notes are secured by a security interest in all assets of the Company. 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
September 2008, the Company entered into a $253,000 private placement with
accredited investors, which the Company had received $253,000 cash proceeds for
the issuance of 8,433,333, restricted shares as of September 30,
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 Section 4(2) and Section 4(6) of the Securities Act
and/or Rule 506 of Regulation D adopted thereunder.





Item
3.  Defaults Upon Senior Securities – None





Item
4.  Submission of Matters to a Vote of Security Holders  –
None





Item
5.  Other Information – None





Item
6.  Exhibits





Exhibit
      No.
                
                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 Investment Group, LTD 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, incorporated by reference from the
      Registrant’s Form 10-Q filed with the Securities and Exchange Commission
      on May 14, 2008.10.22
                
                Amendment
      to 2007 Incentive and Non-Statutory Stock Option Plan, as amended on May
      9, 2008, incorporated by reference from the Registrant’s Form 10-Q filed
      with the Securities and Exchange Commission on May 14,
    2008.10.23
                
                Agreement
      between DigitalPost Interactive, Inc.  and Online Solutions,
      LLC, an affiliate of Kiddie Kandids Holdings, LLC, dated May 28, 2008,
      incorporated by reference from the Registrant’s Form 8-K filed with the
      Securities and Exchange Commission on June 3, 2008.10.24
                
                Agreement
      between DigitalPost Interactive, Inc. and Disneyland® Resort, A
      Division of Walt Disney World Co. dated June 6, 2008, incorporated by
      reference from the Registrant’s Form 8-K filed with the Securities and
      Exchange Commission on June 13, 2008.10.25
                
                Agreement
      between DigitalPost Interactive, Inc. and Disneyland® Resort, A
      Division of Walt Disney World Co. dated July 8, 2008, incorporated by
      reference from the Registrant’s Form 8-K filed with the Securities and
      Exchange Commission on July 10, 2008.10.26
                
                Form
      of Securities and Purchase Agreement, Convertible Note and Warrant
      Agreements entered into by DigitalPost Interactive, Inc. in May 2008, June
      2008 and July 2008, incorporated by reference from the Registrant’s Form
      10-Q filed with the Securities and Exchange Commission on July 14,
      2008.10.27
                
                Amendment
      to Investor Relations Agreement between the Registrant and Crown Financial
      Investment Group, LTD dated May 19, 2008, incorporated by reference from
      the Registrant’s Form 10-Q filed with the Securities and Exchange
      Commission on July 14, 2008.10.28
                
                Agreement
      between DigitalPost Interactive, Inc. and JD&T Enterprises, Inc. dba
      Travel To Go incorporated by reference from the Registrant’s Form 8-K
      filed with the Securities and Exchange Commission on September 15,
      2008.10.29
                
                Agreement
      between DigitalPost Interactive, Inc. and Disneyland® Resort, A
      Division of Walt Disney World Co., dated September 15, 2008, incorporated
      by reference from the Registrant’s Form 8-K filed with the Securities and
      Exchange Commission on September 19, 2008.10.30
                
                Form
      Securities and Purchase Agreement, Amended Security Agreement, Convertible
      Promissory Note and Warrant Agreements for our convertible promissory note
      offering incorporated by reference from the Registrant’s Form 8-K filed
      with the Securities and Exchange Commission on October 7,
      2008.10.31
                
                Form
      Securities Purchase and Subscription Agreement for our common stock
      private offering incorporated by reference from the Registrant’s Form 8-K
      filed with the Securities and Exchange Commission on October 7,
      2008.10.32
                
                Agreement
      between DigitalPost Interactive, Inc. and Disneyland® Resort, A
      Division of Walt Disney World Co., dated October 10, 2008, incorporated by
      reference from the Registrant’s Form 8-K filed with the Securities and
      Exchange Commission on October 16, 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
      reference from the Registrant’s Form 8-K/A No.3 filed with the Securities
      and Exchange Commission on April 30, 2007.31.1
                
                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


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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)November
      14, 2008
                  /s/
      Michael SawtellMichael
      SawtellChief
      Executive Officer, President, and Sole DirectorNovember
      14, 2008
                  /s/
      Steven DongSteven
      DongChief
      Financial Officer





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