UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
    OF 1934

         For Quarterly Period Ended September 30, 2010

                                       or

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
    OF 1934

         For the Transition period from _______________ to ______________


                        COMMISSION FILE NUMBER: 000-30999


                                   30DC, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            MARYLAND                                    16-1675285
--------------------------------           -------------------------------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)


                 80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
            -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (212) 962-4400
            -------------------------------------------------------
               Registrant's telephone number, including area code

            -------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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[__]                    No[_x_]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).

                                           Yes[__]                    No[__]


<PAGE>

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer    [___]                Accelerated filer  [___]
Non-accelerated filer      [___]                Smaller reporting company [_X_]
(Do not check if a smaller
reporting company)

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                           Yes[__]                    No[_X_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

As of August 17, 2011 the number of shares outstanding of the registrant's class
of common stock was 74,520,248.

<PAGE>
<TABLE>
<CAPTION>

                                               TABLE OF CONTENTS


<S>      <C>                                                                                              <C>

                                                                                                          PAGE
                                                                                                          ----
                                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                                                2

          Condensed Consolidated Balance Sheets as of September 30, 2010 (Unaudited) and
          June 30, 2010                                                                                      3

          Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended
          September 30, 2010 and 2009                                                                        4

          Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended
          September 30, 2010 and 2009                                                                        5

          Notes to Condensed Consolidated Financial Statements (Unaudited)                                   6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations              18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                         21

Item 4.  Controls and Procedures                                                                            22

                                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                  23

Item 1A. Risk Factors                                                                                       23

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                        23

Item 3.  Defaults upon Senior Securities                                                                    24

Item 4.  Removed and Reserved                                                                               24

Item 5.  Other Information                                                                                  24

Item 6.  Exhibits                                                                                           24

Signatures                                                                                                  25

</TABLE>














                                      -1-
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------













































                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                                     30DC, INC. AND SUBSIDIARY
                                                           BALANCE SHEETS

<S>                                                                                        <C>                 <C>

                                                                                             September                 June
                                                                                              30, 2010               30, 2010
                                                                                           ---------------     --------------------
                                                                                             Unaudited
Assets

Current Assets

         Cash and Cash Equivalents                                                         $       53,118      $            28,405
         Accrued Commissions Receivable                                                            66,642                   66,705
         Deferred Financing Costs                                                                       -                    7,500
         Assets of Discontinued Operations                                                        185,531                        -
                                                                                           ---------------     --------------------

                 Total  Current Assets                                                            305,291                  102,610

Property and Equipment, Net                                                                       112,961                  111,516
Goodwill                                                                                        1,503,860                        -
                                                                                           ---------------     --------------------

                 Total Assets                                                              $    1,922,112      $           214,126
                                                                                           ===============     ====================


Liabilities and Stockholders' Deficiency

Current Liabilities

         Accounts Payable                                                                  $      490,978      $           272,438
         Accrued Expenses and Refunds                                                             466,300                  248,319
         Deferred Revenue                                                                         341,804                  278,118
         Private Placement Subscriptions Received                                                       -                  501,590
         Due to Related Parties                                                                   290,587                  202,380
         Liabilities of Discontinued Operations                                                   412,237                        -
                                                                                           ---------------     --------------------

                 Total Current Liabilities                                                      2,001,906                1,502,845
                                                                                           ---------------     --------------------

                 Total Liabilities                                                              2,001,906                1,502,845
                                                                                           ---------------     --------------------

Stockholders' Deficiency

         Preferred Stock, Par Value $0.0001, 10,000,000 Authorized, -0- Issued                          -                        -
         Common Stock, Par Value $0.0001, 100,000,000 authorized,                                  72,440                   60,984
                 72,439,924 and 60,984,000 issued and outstanding respectively
         Paid in Capital                                                                        2,152,620                        -
         Accumulated Deficiency                                                                (2,208,710)              (1,327,911)
         Accumulated Other Comprehensive Loss                                                     (96,144)                 (21,792)
                                                                                           ---------------     --------------------

                 Total Stockholders' Deficiency                                                   (79,794)              (1,288,719)
                                                                                           ---------------     --------------------

Total Liabilities and Stockholders' Deficiency                                             $    1,922,112      $           214,126
                                                                                           ===============     ====================
</TABLE>


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

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                30DC, INC. AND SUBSIDIARY
                                     STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                             THREE MONTHS ENDED SEPTEMBER 30
                                                        UNAUDITED
                                                                                      2010                   2009
                                                                               -----------------      -----------------
<S>                                                                            <C>                    <C>
Revenue

         Commissions                                                           $         97,235       $        151,526
         Subscription Revenue                                                           160,661                205,673
         Products and Services                                                            3,632                      -
         Seminars and Mentoring                                                         140,674                 20,607
                                                                               -----------------      -----------------

                     Total Revenue                                                      402,202                377,806

Operating Expenses                                                                    1,338,271                474,166
                                                                               -----------------      -----------------

Operating loss                                                                         (936,069)               (96,360)

Other Expense

         Foreign Currency Loss                                                           (7,052)                (5,611)
                                                                               -----------------      -----------------

                     Total Other Expense                                                 (7,052)                (5,611)
                                                                               -----------------      -----------------

Loss From Continuing Operations                                                        (943,121)              (101,971)

Income From Discontinued Operations                                                       1,800                      -
                                                                               -----------------      -----------------

Net Loss                                                                               (941,321)              (101,971)

Foreign Currency Translation Loss                                                       (74,352)               (19,945)
                                                                               -----------------      -----------------

Comprehensive Loss                                                             $     (1,015,673)      $       (121,916)
                                                                               =================      =================

Weighted Average Common Shares Outstanding
Basic                                                                                62,753,972             60,984,000
Diluted                                                                              62,753,972             60,984,000
Loss Per Common Share  (Basic and Diluted)
     Continuing Operations                                                                (0.01)                 (0.00)
     Discontinued Operations                                                               0.00                      -
                                                                               -----------------      -----------------
Net Loss Per Common Share                                                      $          (0.01)      $          (0.00)
                                                                               =================      =================
</TABLE>




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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                                      30DC, INC. AND SUBSIDIARY
                                                      STATEMENTS OF CASH FLOWS
                                                   THREE MONTHS ENDED SEPTEMBER 30
                                                              UNAUDITED
                                                                                                      2010                2009
                                                                                                 ---------------     --------------
<S>                                                                                              <C>                 <C>

Cash Flows from Operating Activities:
    Loss From Continuing Operations                                                              $     (943,121)     $    (101,971)

     Adjustments to Reconcile Loss from Continuing Operations
     to Net Cash Used In Operations
         Depreciation                                                                                    16,506             13,770
         Equity Based Payments To Non-Employees                                                         546,025                  -

     Changes in Operating Assets and Liabilities
         Accrued Commissions Receivable                                                                   9,955            (83,830)
         Accounts Payable                                                                               (33,500)          (129,298)
         Accrued Expenses and Refunds                                                                   209,490             39,791
         Deferred Revenue                                                                                24,698            (24,586)
         Due to Related Parties                                                                          60,542            194,201
                                                                                                 ---------------     --------------

                     Net Cash Used in Operating Activities                                             (109,405)           (91,923)
                                                                                                 ---------------     --------------

Cash Flows from Investing Activities
         Purchases of Property and Equipment                                                             (1,806)           (34,336)
         Cash - Acquired In Acquisition                                                                   3,350                  -
                                                                                                 ---------------     --------------

                     Net Cash Provided By (Used) in Investing Activities                                  1,544            (34,336)
                                                                                                 ---------------     --------------

Cash Flows from Financing Activities
         Sale of common stock                                                                           129,400
         Stock Subscriptions Receivable                                                                       -                120
         Deferred Financing Costs                                                                         7,500                  -
         Private Placement Subscriptions Received                                                             -            200,000
                                                                                                 ---------------     --------------

                     Net Cash Provided by Financing Activities                                          136,900            200,120
                                                                                                 ---------------     --------------

Cash Flows from Discontinued Operations
         Cash Flows From Operating Activities                                                              (350)                 -
                                                                                                 ---------------     --------------

                     Net Cash Used in Discontinued Operations                                              (350)                 -
                                                                                                 ---------------     --------------

Effect of Foreign Exchange Rate Changes on Cash                                                          (3,976)             1,697
                                                                                                 ---------------     --------------

Increase in Cash and Cash Equivalents                                                                    24,713             75,558
Cash and Cash Equivalents - Beginning of Period                                                          28,405             26,415
                                                                                                 ---------------     --------------

Cash and Cash Equivalents - End of Period                                                        $       53,118      $     101,973
                                                                                                 ===============     ==============

Supplemental Disclosures of Non Cash Financing Activity

Private Placement Subscriptions Received Reclassified to Equity                                  $      501,590

</TABLE>


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

                                      -5-
<PAGE>


                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

NOTE 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND LIQUIDITY
--------------------------------------------------------------------

30DC,  Inc.,  Delaware,  ("30DC DE") was incorporated on October 17, 2008 in the
state of Delaware, as a holding company, for the purpose of building,  acquiring
and managing international  web-based sales and marketing companies. On July 15,
2009,  30DC DE completed the  acquisitions  of the business and assets of 30 Day
Challenge ("30 Day") and Immediate Edge ("Immediate").  30 Day was acquired from
the Marillion Partnership and Edward Wells Dale, both of Victoria, Australia, in
consideration  for the issuance of 2,820,000  shares of Common Stock of 30DC DE.
Immediate  was  acquired  from  Dan  Raine  of  Cheshire,   United  Kingdom,  in
consideration for the issuance of 600,000 shares of Common Stock of 30DC DE. The
acquired  businesses  were sold subject to specific  liabilities  which included
accounts payable,  accrued expenses and deferred revenue.  The acquisitions were
pursuant to an agreement  dated  November 14, 2008.  Mr. Dale and Mr. Raine were
part of the founding group of shareholders  of 30DC and in conjunction  with the
acquisitions,  Mr.  Dale was named the Chief  Executive  Officer  of 30DC DE. In
accordance with the provisions of Accounting Standards Codification ("ASC") 805,
"Business Combinations", the acquisitions of 30 Day and Immediate were accounted
for as transactions between entities under common control,  whereby the acquired
assets and  liabilities of 30 Day and Immediate were recognized in the Financial
Statements at their carrying  amounts and the  acquisitions are reflected in the
accompanying  Financial Statements for the three months ended September 30, 2009
as if they occurred as of the beginning of the period.

On September 10, 2010,  shareholders  of 30DC DE exchanged 100% of their 30DC DE
shares for 60,984,000  shares of Infinity Capital Group,  Inc.  ("Infinity"),  a
publicly  traded  company which trades over the counter  ("OTC") on the OTC Pink
market  operated  by OTC  Market  Group,  Inc.  30DC DE  became a  wholly  owned
subsidiary of Infinity Capital Group,  Inc. which has  subsequently  changed its
name to 30DC,  Inc.  ("30DC" and together with its  subsidiary  "the  Company").
After the share exchange, the former shareholders in 30DC DE. held approximately
90% of the outstanding shares in Infinity and the officers of 30DC DE became the
officers of Infinity. 30DC DE was the accounting acquirer in the transaction and
its historical  financial statements will be the historical financial statements
of 30DC.  Infinity's  operations were  discontinued  and subsequent to the share
exchange are accounted for as discontinued operations.

30DC offers internet  marketing services and related training that help Internet
companies in operating their  businesses.  30DC's core business units are 30 Day
and Immediate. 30 Day, with more than 90,000 active online participants,  offers
a free  e-commerce  training  program year round along with an online  education
subscription  service and periodic  premium live  seminars  that are targeted to
experienced  internet  business  operators.  Immediate is an online  educational
program  subscription  service offering high-end Internet marketing  instruction
and strategies for  experienced  online  commerce  practitioners.  Other revenue
streams  include sales of  instructional  courses and software  tools related to
internet  marketing  and from  commissions  on  third  party  products  sold via
introduction  to the  30DC  customer  base of  active  online  participants  and
subscribers  which are  referred  to as  affiliate  marketing  commissions.  The
Company's  recorded  and  unrecorded  assets  consist  primarily of property and
equipment and  internally  developed  intangible  property such as domain names,
websites, customer lists, copyrights and goodwill.

The Company does not have sufficient  capital to meet its needs and continues to
seek loans or equity  placements  to cover such cash needs.  No  commitments  to
provide  additional  funds have been made and there can be no assurance that any
additional funds will be available to cover expenses as they may be incurred. If
the  Company  is unable to raise  additional  capital or  encounters  unforeseen
circumstances,  it may be  required  to take  additional  measures  to  conserve
liquidity,  which could include,  but not necessarily be limited to, issuance of
additional  shares of the Company's stock to settle operating  liabilities which
would dilute existing  shareholders,  curtailing its operations,  suspending the
pursuit of its business  plan and  controlling  overhead  expenses.  The Company
cannot  provide any  assurance  that new  financing  will be  available to it on
commercially acceptable terms, if at all.

                                      -6-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

The  Company  had a cash  balance of $53,118 at  September  30, 2010 and current
liabilities  exceeded current assets by $1,696,614.  Subsequent to September 30,
2010 the Company  raised an additional  $220,300 in new capital  investment  and
settled approximately $400,000 in liabilities by issuing shares of the Company's
common stock and bringing the total amount of expenses and  liabilities  settled
in stock up to  approximately  $800,000  since the  beginning  of the  Company's
fiscal year in July 2010.  To fund working  capital for the next twelve  months,
the  Company  expects  to  raise  additional   capital,   to  settle  additional
liabilities  using the Company's  stock and to improve the results of operations
from  increasing  revenue and a reduction  in  operating  costs which during the
first quarter included significant  non-recurring  transaction costs. As further
discussed  in Note 13, the Company has signed an  agreement  with  RivusTV  Ltd.
pursuant to which the companies have initiated a joint capital raising effort.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles  ("GAAP")  and  with  instructions  to  Form-10Q  and  article  10 of
Regulation S-X. Accordingly, they do not include all the information required by
GAAP for a complete set of financial  statements.  In the opinion of management,
all adjustments,  (including normal recurring accruals) considered necessary for
a fair  presentation have been included in the financial  statements.  Operating
results for the interim  period are not  necessarily  indicative  of the results
that may be  expected  for the  fiscal  year  ended  June 30,  2011 or any other
period.  This Form 10-Q should be read in conjunction with the Audited Financial
Statements and accompanying notes to the Financial Statements for the year ended
June 30, 2010 included on Form 8K which was filed on June 24, 2011.

The unaudited condensed  consolidated  financial statements include the accounts
of 30DC, Inc.,  (f/k/a Infinity Capital Group,  Inc.) and its subsidiary 30DC DE
for the period beginning September 10, 2010, the date of the share exchange with
Infinity,  and ending  September 30, 2010. For the three months ending September
30, 2009 and for the period beginning July 1, 2010 and ending September 10, 2010
only the accounts of 30DC DE are included in the financial statements.

PROPERTY AND EQUIPMENT

Equipment is recorded at cost less accumulated  depreciation  and  amortization.
Maintenance and repairs are charged to operations as incurred. Asset and related
accumulated  depreciation amounts are relieved from the accounts for retirements
or dispositions.  Depreciation on equipment is computed using the  straight-line
method.  Estimated  useful  lives of three to ten years are used for  equipment,
while leasehold improvements are amortized, using the straight line method, over
the shorter of either their economic useful lives or the term of the leases.

GOODWILL AND INTANGIBLE ASSETS

The Company  accounts for goodwill and intangible  assets in accordance with ASC
350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill
and other intangibles with indefinite lives be tested for impairment annually or
on an interim basis if events or  circumstances  indicate that the fair value of
an asset has decreased below its carrying value.

Goodwill  represents the excess of the purchase price over the fair value of net
assets  acquired in the Company's share exchange with Infinity which occurred on
September 10, 2010.  ASC 350 requires that goodwill be tested for  impairment at
the  reporting  unit level  (operating  segment or one level below an  operating
segment) on an annual basis and between annual tests when circumstances indicate

                                      -7-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

that the  recoverability  of the  carrying  amount of goodwill  may be in doubt.
Application of the goodwill  impairment  test requires  judgment,  including the
identification of reporting units; assigning assets and liabilities to reporting
units, assigning goodwill to reporting units, and determining the fair value.

Significant  judgments  required to estimate the fair value of  reporting  units
include estimating future cash flows, determining appropriate discount rates and
other assumptions.  Changes in these estimates and assumptions or the occurrence
of one or more  confirming  events  in future  periods  could  cause the  actual
results or outcomes to  materially  differ  from such  estimates  and could also
affect the  determination  of fair value and/or  goodwill  impairment  at future
reporting dates.

LONG LIVED ASSETS

In accordance  with ASC 360 "Property  Plant and Equipment," the Company reviews
the carrying value of intangibles  subject to amortization and long-lived assets
for impairment at least annually or whenever events or changes in  circumstances
indicate that the carrying amount of an asset may not be recoverable.

Recoverability  of  long-lived  assets is measured by comparison of its carrying
amount to the undiscounted  cash flows that the asset or asset group is expected
to generate. If such assets are considered to be impaired,  the impairment to be
recognized  is  measured  by the  amount  by which  the  carrying  amount of the
property, if any, exceeds its fair market value.

ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated  Other  Comprehensive  Income consists of cumulative  adjustments of
foreign currency  translation which is further discussed in the foreign currency
translation and measurement note.

REVENUE RECOGNITION

The Company generally applies revenue recognition  principles in accordance with
ASC 605, "Revenue  Recognition".  Accordingly,  revenue is generally  recognized
when persuasive evidence of an agreement exists,  services have been rendered or
product  delivery has  occurred,  the selling  price to the customer is fixed or
determinable and collectability is reasonable assured.

The  Company  generates  revenues  in five  categories,  (i)  commissions,  (ii)
seminars and  mentoring  (iii)  subscriptions  and (iv)  products and  services.
Commissions are all affiliate marketing commissions generated when a customer is
referred to a  third-party  via the Internet and the customer  makes a purchase,
which  is  paid  for at the  time  of  purchase.  Revenue  from  commissions  is
recognized when the customer purchase is made from the third-party. Seminars and
mentoring are educational in nature.  Seminars are live events held in different
cities  throughout  the world where  customers  will pay a fee to attend what is
typically a three-day event.  Seminar fees are paid in advance and classified as
deferred revenue until the seminar is held.  Mentoring services are offered over
a period of time,  typically a one-year  period.  Fees for mentoring are paid in
advance and mentoring revenue is recognized  ratably over the period of service.
All subscription revenue is from monthly online subscriptions for information on
internet  marketing.  All  subscriptions  are paid in advance  and  subscription
revenue is recognized  ratably over the term of the  subscription.  Products and
services revenues are from sales of online educational  courses and productivity
tools which customers use in their Internet marketing  businesses.  Revenue from
products and services is recognized when the customer purchase is made. Deferred
revenue consists of the unearned portion of subscription payments,  seminar fees
and mentoring revenue as of the financial  statement date.  Deferred revenue was
$341,804 and $278,118 at September 30, 2010 and June 30, 2010 respectively.

                                      -8-

<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

EQUITY-BASED PAYMENTS TO NON-EMPLOYEES

The  Company  accounts  for  equity   instruments  issued  to  non-employees  in
accordance  with  the  provisions  of  ASC  505-50,  "Equity-Based  Payments  to
Non-Employees",  which  requires  that such equity  instruments  are recorded at
their  fair  value  on the  measurement  date,  with  the  measurement  of  such
compensation  being  subject to periodic  adjustment  as the  underlying  equity
instruments vest.

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The  functional  currency  of the  Company's  30 Day  Challenge  division is the
Australian  dollar ("AUD").  All other Company  operations use the United States
dollar as their functional  currency.  Under ASC 830 "Foreign Currency Matters",
functional  currency  assets and  liabilities  are translated into the reporting
currency,  US  Dollars,  using  period  end rates of  exchange  and the  related
translation  adjustments  are recorded as a separate  component  of  accumulated
other  comprehensive   income.   Functional  statements  of  operations  amounts
expressed in functional  currencies are translated  using average exchange rates
for the  respective  periods.  Re-measurement  adjustments  and  gains or losses
resulting from foreign  currency  transactions  are recorded as foreign exchange
gains or losses in the Statement of Operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and use assumptions that affect certain reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of income and expenses
during the reported period.  Significant estimates in these financial statements
are the estimated  useful lives used to calculate  depreciation  of property and
equipment  and the  estimate  of the  Company's  future  taxable  income used to
calculate the Company's deferred tax valuation allowance.  The Company evaluates
all of its estimates on an on-going basis.

NET LOSS PER SHARE

The Company  computes net loss per share in  accordance  with ASC 260  (formerly
SFAS No. 128,  "Earnings Per Share.") Under ASC 260, basic net loss per share is
computed by dividing net loss per share available to common  stockholders by the
weighted  average number of shares  outstanding  for the period and excludes the
effects of any potentially dilutive  securities.  Diluted earnings per share, if
presented,  would  include the  dilution  that would occur upon the  exercise or
conversion of all  potentially  dilutive  securities into common stock using the
"treasury stock" and/or "if converted" methods as applicable. The computation of
basic loss per share for the three  months  ended  September  30,  2010 and 2009
excludes  potentially  dilutive securities  consisting of 5,108,410 warrants and
600,000  options  at  September  30,  2010  because  their  inclusion  would  be
anti-dilutive.  In computing net loss per share,  warrants with an insignificant
exercise price are deemed to be outstanding common stock.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220):
Presentation of Comprehensive  Income. This guidance improves the comparability,
consistency and transparency of financial reporting and increases the prominence
of items reported in other  comprehensive  income. The guidance provided by this
update becomes  effective for interim and annual  periods  beginning on or after
December  15,  2011.  Since this ASU will only  change  the format of  financial
statements it is expected that the adoption of this ASU will not have a material
effect on a Company's condensed  consolidated  financial position and results of
operations.

                                      -9-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected to have a material  impact on our  financial  statements  upon
adoption.

NOTE 3. DISCONTINUED OPERATIONS
-------------------------------

INTRODUCTION

On September  10, 2010,  immediately  prior to the share  exchange with 30DC DE,
Infinity  withdrew  its  election to operate as a Business  Development  Company
("BDC")  under  the  Investment  Company  Act of  1940  ("1940  Act").  Infinity
historically  operated as a non-diversified,  closed-end  management  investment
company and prepared its financial  statements as required by the 1940 Act. 30DC
is no longer actively operating the BDC and the assets,  liabilities and results
of operations of Infinity's former business are shown as discontinued operations
in the Company's  financial  statements  subsequent  to the share  exchange with
30DC.


Results of Discontinued Operations for the
Three Months Ended September 30, 2010

Revenues                                                            $         -
Operating Expenses                                                        1,700
                                                                    ------------
Loss from operations                                                     (1,700)
Unrealized gain on marketable securities                                  3,500
                                                                    ------------

Net Income                                                          $     1,800
                                                                    ============


Assets and Liabilities of Discontinued Operations
 as of September 30, 2010

                                     Assets
                               ------------------
Marketable securities                                               $   185,531
                                                                    ============
Total assets of discontinued operations                             $   185,531
                                                                    ============

                                   Liabilities
                               ------------------
Accounts payable                                                    $    94,866
Accrued expenses                                                         34,973
Notes payable                                                           139,520
Due to related parties                                                  142,878
                                                                    ------------
Total liabilities of discontinued operations                        $   412,237
                                                                    ============

Notes Payable

Included in  liabilities  of  discontinued  operations at September 30, 2010 are
$209,906 (including $70,386 of notes payable included in due to related parties)
in notes payable plus related accrued  interest which are in default for lack of
repayment by their due date.  For the period  subsequent  to the share  exchange
with 30DC DE through September 30, 2010 the Company incurred interest expense on
notes payable of $1,490 which is included in the  Statement of Operations  under
discontinued operations.

                                      -10-

<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)


NOTE 4. PRO FORMA FINANCIAL INFORMATION
---------------------------------------

The following  unaudited  consolidated pro forma information gives effect to the
share exchange with Infinity  (discussed in Note 1) as if this  transaction  had
occurred at the beginning of each period presented.  The following unaudited pro
forma  information  is  presented  for  illustration  purposes  only  and is not
necessarily  indicative  of the results  that would have been  attained  had the
acquisition  of this  business  been  completed at the  beginning of each period
presented,  nor are they  indicative  of  results  that may occur in any  future
periods.
<TABLE>
<CAPTION>

                                              Three Months Ended     Three Months Ended
                                              September 30, 2010     September 30, 2009
                                                 (Unaudited)             (Unaudited)
                                              -------------------   -------------------

<S>                                           <C>                   <C>
Revenues                                      $        402,202      $         377,804
Operating Expenses                                   1,383,649                505,366
                                              ------------------    -------------------
Loss from Continuing Operations                       (981,447)              (127,562)
Loss from Discontinued Operations                      (25,698)              (409,025)
                                              ------------------    -------------------
Net Loss                                            (1,007,145)              (536,587)
Foreign Currency Translation Loss                      (74,352)               (19,945)
                                              ------------------    -------------------
Comprehensive Loss                                  (1,081,497)              (556,532)
                                              ==================    ===================
Basic and Diluted Loss Per Share                          (.01)                  (.01)
Weighted Average Shares Outstanding - Basic
& Diluted                                           67,806,849             67,531,391
</TABLE>


NOTE 5.  PRIVATE PLACEMENT MEMORANDUM
-------------------------------------

In August 2010, 30DC issued a private  placement  memorandum  ("PPM") seeking to
raise a maximum  of  $3,000,000  at a price of 26 cents  per unit or  11,538,462
units if the  $3,000,000  maximum is raised.  Each unit consists of one share of
Common Stock of  Infinity,  a warrant  exercisable  for 90 days from the date of
issuance  (subsequently amended to expire March 15, 2011), to purchase one share
of Common Stock of Infinity  with an exercise  price of 37 cents,  and a warrant
exercisable  for five years from the date of issuance,  to purchase one share of
Common Stock of Infinity for 50 cents.  30DC received $501,590 between July 2009
and June 2010 under a prior PPM for which a closing  did not occur and the funds
were considered to be interest free loans pending closing. At June 30, 2010, the
$501,590  is  included  as  private  placement  subscriptions  received  in  the
liability  section of the  Balance  Sheet.  Pursuant  to an  agreement  with the
subscribers, the $501,590 became part of the August 2010 PPM. A first closing of
the August 2010 PPM was held on September  22, 2010  consisting  of the $501,590
received under the prior PPM and $162,500 in new investment  funds, less capital
raising costs of $33,100 for net proceeds of $630,990 which represents 2,554,205
units  consisting  of 2,554,205  shares of common stock and 2,554,205 of each of
the two warrants.

NOTE 6.  RELATED PARTY TRANSACTIONS
-----------------------------------

The Company entered into three-year Contract For Services Agreements  commencing
July  2009 with the  Marillion  Partnership  ("Marillion")  for  services  which
includes Mr. Edward Dale acting as the Company's Chief Executive  Officer,  with
23V Industries,  Ltd. ("23V") for services which include Mr. Dan Raine acting as
the Company's Vice President of Business  Development and with  Jesselton,  Ltd.
("Jesselton")  for  services  which  include  Mr.  Clinton  Carey  acting as the
Company's Chief Operating Officer.  Effective April 1, 2010, Raine Ventures, LLC
replaced 23V  Industries,  Ltd in providing  consulting  services to the Company
which  include Mr.  Raine  acting as the  Company's  Vice  President of Business
Development. These agreements are non-cancelable by either party for the initial
two years and then with six months  notice by either  party for the  duration of

                                      -11-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

the contract.  Mr. Dale and Mr. Carey are directors of the Company, Mr. Dale and
Marillion hold majority interest in the Company's  outstanding  common stock and
Mr.  Raine  is the  beneficial  owner  of  greater  than  10%  of the  Company's
outstanding  common stock.  Marillion  Partnership is owned by affiliates of Mr.
Dale, 23V and Raine Ventures are owned 100% by Mr. Raine.

Cash remuneration under Marillion, 23V and Raine Ventures agreements is $250,000
per year and $200,000  under the  Jesselton  agreement.  If in any year starting
from the commencement date, revenues of 30DC, Inc. doubles then a bonus equal to
50% of cash  remuneration  will be due in shares  of 30DC,  Inc.  as  additional
compensation.  The bonus was not earned in the fiscal  year ending June 30, 2010
and nothing has been accrued in the  September  30, 2010  financial  statements,
since the bonus was not earned for the fiscal year ending June 30, 2011.

During the term of the agreements,  Marillion, Jesselton, 23V and Raine Ventures
are prohibited  from engaging in any other business  activity that competes with
30DC, Inc. without written consent of the 30DC, Inc. Board of Directors.

In July 2009,  when 30DC acquired 30 Day and Immediate,  Messrs.  Dale and Carey
signed  executive  services  agreements  with the Company and Mr. Raine signed a
consulting services agreement with the Company.  Pursuant to the agreements with
Marillion,  Jesselton and 23V (effective  April 1, 2010 Raine Ventures  replaced
23V),  the  contract  for  services  agreements  memorialized  the pre  existing
contractual  relationship and formally set the terms and conditions  between the
parties from July 1, 2009 and all prior  understandings and agreements - oral or
written were merged  therein,  including the respective  executive  services and
consulting services agreements. All compensation under the contract for services
agreements is identical  with the respective  executive  services and consulting
agreements.  Where  applicable  under local law, all payroll and other taxes are
the  responsibility  of Marillion,  Jesselton and 23V and they have provided the
Company with  indemnification  of such taxes which under the prior contracts may
have  been a  liability  of the  Company.  The  parties  acknowledged  that  the
effective date of the agreements  relates back to the  contractual  relationship
between the parties.

30DC's Board of Directors  approved a bonus to Marillion based upon the net cash
flow of the Company's 30 Day Challenge division and a bonus to 23V (succeeded by
Raine  Ventures)  based upon the net cash flow of the Company's  Immediate  Edge
division until such time as 30DC had completed a merger or public stock listing,
which occurred on September 10, 2010. For the three month period ended September
30, 2010 the bonus for Marillion was $79,643 and total compensation was $142,143
and the bonus for 23V was $-0- and total compensation was $62,500. For the three
month period ended September 30, 2009 the bonus for Marillion was $-0- and total
compensation  was $58,968 and the bonus for Raine Ventures was $23,971 and total
compensation was $86,471. Subsequent to the September 10, 2010 merger, Marillion
and Raine Ventures are being paid in accordance with their contracted amounts.

Jesselton earned $250,000 upon completion of the share exchange between 30DC and
Infinity  on  September  10,  2010.  $125,000 of this  amount was  satisfied  by
issuance of 480,770 of the Company's  common shares.  The remaining  $125,000 is
included  in due to related  parties  in the  liability  section of the  balance
sheet.  Jesselton  also  settled  $200,000 of contract  fees for the fiscal year
ending June 30, 2010 for an additional 769,231 common shares of the Company,

Due to related  parties  also  includes  $50,000  due to  Jesselton  under their
contract for services agreement and $50,000 due to Theodore A. Greenberg, 30DC's
CFO for  compensation.  Mr.  Greenberg  has agreed to receive this amount and an
additional  $50,000  due  through  December  31,  2010 in  common  shares of the
Company.

                                      -12-
<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)


NOTE 7.  PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following:

                                           September 30, 2010    June 30, 2010
                                           ------------------    -------------
Computer and Audio Visual Equipment        $         391,927     $     339,630
Office equipment and Improvements                     65,191            53,129
                                           ------------------    -------------
                                                     457,118           392,759
Less accumulated depreciation and
  amortization                                      (344,157)         (281,243)
                                           ------------------    -------------
                                           $         112,961     $     111,516
                                           ==================    =============

Depreciation  and  amortization  expense was $16,506 for the three  months ended
September 30, 2010 and $13,770 for the three months ended September 30, 2009.

Property and equipment,  net are stated in the functional currency where located
and where  applicable are translated to the reporting  currency of the US Dollar
at each period end.  Accordingly,  property  and  equipment,  net are subject to
change as a result of changes in foreign currency exchange rates.

NOTE 8.  INCOME TAXES
---------------------

As of June 30, 2010, 30DC DE had net operating loss carryovers for United States
income tax purposes of  approximately  $806,100,  which expire in 2031. The U.S.
net  operating  loss  carryovers  may be subject to  limitation  under  Internal
Revenue  Code Section 382 should there be a greater than 50% change in ownership
as determined under the regulations. Additionally, the Company is in the process
of filing all its federal returns since 2008 and all its state and local returns
for Infinity since 2005. The Company's net operating loss  carryovers  will only
be  available  to offset any future  taxable  income once the Company  files its
federal tax  returns.  The Company has not  provided a tax benefit for the three
months ended September 30, 2010 and 2009, as it is not more likely than not that
such  benefit will be  realized.  All unfiled  income tax returns are subject to
income tax examination by tax authorities and the statute of limitations for tax
examinations does not begin to run until returns are filed.

As a  corporation  formed in the United  States,  the  Company is subject to the
United  States  corporation  income  tax on  worldwide  income.  Since  majority
ownership of the Company's shares are held by Australian residents,  the Company
is deemed to be an Australian resident  corporation and is subject to Australian
corporate  income tax on  worldwide  net income  which for Infinity was from the
time of the share  exchange.  Corporate  income  taxes  paid to  Australia  will
generally be available as a credit against United States corporation income tax.
Prior to the share exchange with Infinity, the Company did not have nexus to any
individual  state in the United States and accordingly no deferred tax provision
has been recognized for state taxes for results of operations prior to September
10,  2010.  Australia  does not have any state  corporation  income tax.  Future
changes in Company operations might impact the geographic mix which could affect
the Company's overall effective tax rate.

The Company  applies the  provisions of ASC 740,  which  provides  clarification
related to the process  associated  with  accounting for uncertain tax positions
recognized in our interim financial statements. ASC 740 prescribes a more likely
than not threshold for financial statement  recognition and measurement of a tax
position taken, or expected to be taken, in a tax return.  ASC 740 also provides
guidance  related to,  amongst  other  things,  classification,  accounting  for
interest  and  penalties   associated   with  tax   positions,   and  disclosure
requirements.

The  Company  classifies  interest  and  penalties,   if  any,  related  to  tax
uncertainties as income tax expense. There have not been any material changes in
our liability for unrecognized tax benefits,  including  interest and penalties,
during the three months ended September 30, 2010. We do not currently anticipate

                                      -13-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

that the total amount of unrecognized tax benefits will  significantly  increase
or decrease within the next twelve months.

NOTE 9. REVENUE CONCENTRATION
-----------------------------

For the three months ended  September 30, 2010 the Company  earned  revenue from
one customer  representing  approximately  13% of total revenues.  For the three
months ended September 30, 2009 the Company earned revenue from two customers of
approximately 21% and 12%.

NOTE 10. STOCKHOLDERS' EQUITY
-----------------------------

COMMON STOCK

Prior to the share  exchange  with  Infinity  on  September  10,  2010,  30DC DE
outstanding common shares were as follows:

                                                                         Shares
                                                                       ---------
Common shares outstanding, July 1, 2009                                1,200,000
Issuance of shares for acquisitions                                    3,420,000
                                                                       ---------
        Common shares outstanding, September 10, 2010                  4,620,000
                                                                       =========

The  share  exchange  ratio  was  13.2:1  with  30DC DE  shareholders  receiving
60,984,000  of Infinity  common shares for  exchanging  their  4,620,000  common
shares  of  30DC  DE.  The  share  exchange  resulted  in  30DC  DE  becoming  a
wholly-owned  subsidiary of Infinity but for accounting purposes 30DC was deemed
the acquirer.  In the financial  statements,  for  comparison  purposes,  shares
outstanding  at June 30,  2010 were  restated  to the  60,984,000  post-exchange
amount from the 4,620,000 which were actually outstanding on that date.

In August 2010, 30DC issued the private placement  memorandum  ("PPM") discussed
in Note 5. A first  closing was held on September  22, 2010 for which  2,554,205
units were issued  consisting of 2,554,205  shares of common stock and 2,554,205
of each of the two warrants.

On September 30, 2010,  the Company  issued common shares to settle  outstanding
liabilities and for shares due under services agreements as follows;

Cameron  Associates,  an investor relations firm,  pursuant to a contract signed
December 8, 2009 under  which  Cameron  was due 50,000  shares of the  Company's
common stock which was adjusted to 660,000 shares under the exchange ratio.

Jesselton,  Ltd,  was issued a total of 1,250,001  common  shares of the Company
(see Note 6).

Corholdings  Pty Ltd.,  settled  $125,000 AUD ($115,525 USD) of the $250,000 AUD
($231,050  USD) fee they were due for advising on the process which  resulted in
completion of the share exchange for 444,327 common shares of the Company.

                                      -14-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)


Summary of Common Stock Outstanding;


Prior to the share exchange                                           4,620,000
Exchange Ratio                                                             13.2
                                                           ---------------------

Shares Issued in the Exchange                                        60,984,000
Infinity Outstanding pre Exchange                                     6,547,391
PPM Closing                                                           2,554,205
Cameron Associates                                                      660,000
Jesselton, Ltd.                                                       1,250,001
Corholdings, Pty Ltd.                                                   444,327
                                                           ---------------------

Common Shares Outstanding September 30, 2010                         72,439,924
                                                           =====================

WARRANTS AND OPTIONS

The Company has 600,000 fully vested options outstanding as follows:

404,000 options exercisable at 80 cents per share expiring August 7, 2018

196,000 options exercisable at 50 cents per share expiring January 5, 2019

192,500 of these  options  are held by Pierce  McNally a director of the Company
and the balance are held by a former employee and former directors of Infinity.

161,163  warrants (net of forfeitures)  are due to Imperial  Consulting  Network
under an  agreement  signed in June 2010 at an  exercise  price of  $0.0001  per
share. Such warrants are yet to be issued.

Pursuant to the PPM  discussed in Note 6, a first  closing was held on September
22, 2010 under which 2,554,205 warrants at 37 cents per share, expiring December
21,  2010  were  issued  along  with  2,554,205  warrants  at 50 cents per share
expiring  September  22,  2015.  The  warrants  expiring  December 21, 2010 were
subsequently extended to March 15, 2011 and expired unexercised.

See Note 13 for common stock and warrants  issued  subsequent  to September  30,
2010.

NOTE 11.  COMMITMENTS AND CONTINGENCIES
---------------------------------------

In February 2010, 30DC engaged Prestige  Financial Center,  Inc.  ("Prestige") a
registered Broker Dealer to provide  investment banking and advisory services to
the Company. Upon execution of the contract, the Company paid Prestige a $25,000
nonrefundable  due diligence  and retainer  fee.  Under terms of the contract as
revised  in June  2010,  Prestige  is due a reverse  merger  fee of an option to
purchase  at  least  1% of  the  Company's  outstanding  common  shares  at  the
completion  of a reverse  merger with a  publicly-traded  company at an exercise
price of $0.001 per share.  Other  terms  include a 10% cash  financing  fee and
warrants  equal to 7% for capital  raised (as  defined  under the  agreement  to
exclude certain  funding  sources) during the term of the agreement along with a
5% acquisition fee for any completed  acquisitions which Prestige  introduced to
the Company.  The Prestige  agreement  had an initial term of six months and was
automatically renewable, however the agreement can be canceled at any time after
the  initial  six  months.  The  Company  and  Prestige  entered  into a release
agreement  dated  October 28, 2010 under which  Prestige  will  receive  675,314
shares of the Company's  restricted  common stock and both parties released each
other from any other claims.

                                      -15-

<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)


NOTE 12. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
----------------------------------------------------
<TABLE>
<CAPTION>
                                                        Three Months Ended   Three Months Ended
                                                        September 30, 2010   September 30, 2009
                                                        ------------------   ------------------
<S>                                                     <C>                  <C>
Related Party Contractor Fees Base Compensation (1)     $         175,000    $         175,000
Related party Contractor Fees Bonus Compensation (1)(2)            79,643               20,439
Officer's Salary                                                   50,000                    -
Independent Contractors                                           168,769              116,150
Transaction Fees (3)                                              670,138                    -
Professional Fees                                                  57,362               46,562
Travel Expenses                                                    54,519               35,483
Other Operating Costs                                              82,840               80,532
                                                        ------------------   ------------------

Total Operating Expenses                                $       1,338,271    $         474,166
                                                        ==================   ==================
</TABLE>
-----------------------------------------------------
(1)  Related party contractors  include Marillion which provides services to the
     Company  including for Edward Dale to act as Chief Executive Officer of the
     Company and 23V and Raine Ventures  which provides  services to the Company
     including for Dan Raine to act as Vice  President for Business  Development
     and  Jesselton,  Ltd.  which  provides  services to the  Company  including
     Clinton Carey serving as Chief Operating Officer of the Company.

(2)  30DC's Board of Directors  approved a bonus to Marillion based upon the net
     cash flow of the Company's 30 Day Challenge  division (formerly 30 Day) and
     a bonus to 23V and  Raine  Ventures  based  upon  the net cash  flow of the
     Company's  Immediate Edge division (formerly  Immediate) until such time as
     30DC had  completed  a merger or public  stock  listing  which  occurred on
     September 10, 2010.

(3)  Transaction fees were incurred upon completion of the  30DC/Infinity  share
     exchange for consulting  services which resulted in completion of the share
     exchange.  $250,000 was due to Jesselton, Ltd., $250,000 AUD ($231,050) was
     due to  Corholdings  Pty,  Ltd. and Prestige was due 675,314  common shares
     which were valued at $189,088.

NOTE 13.  SUBSEQUENT EVENTS
---------------------------

The August  2010 PPM was  extended to March 15, 2011 and in place of the warrant
exercisable  for 90 days from the date of issuance,  all  subscribers to the PPM
received warrants  exercisable through March 15, 2011 at an exercise price of 37
cents per warrant.  Subsequent  to September 30, 2010,  additional  PPM closings
resulted in $220,300 in new  investment  funds which  represents  an  additional
847,317 units  consisting of 847,317  shares of common stock and 847,317 of each
of the two  warrants.  The  March  15,  2011  warrants  have  expired  with none
exercised.

In February 2011,  Theodore A. Greenberg,  CFO of 30DC, agreed to accept 480,770
shares of the  Company's  common stock as  settlement of $125,000 owed to him by
the Company.

On August 24, 2011 the Company  entered  into an  agreement  to a Share Sale and
Purchase  Agreement  (the  "Purchase")  with  RivusTV Ltd,  ("Rivus")  which was
organized  and  exists  in  Victoria,  Australia.  Rivus  offers a  solution  to
broadcast  digital  content  across the Internet on a revenue  share basis.  The
purchase price for 100% of Rivus' issued and outstanding shares is 45% of 30DC's
adjusted  issued and  outstanding  shares  immediately  prior to  closing  which
equates to 31% of the total  outstanding  after closing  without  regards to the

                                      -16-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2010
                                   (UNAUDITED)

adjustment  factor.  The adjustment factor to 30DC's outstanding shares accounts
for 30DC's  non-operating  liabilities  and is expected  to increase  the deemed
outstanding by approximately four million shares which would increase Rivus post
closing  ownership by an additional 1%. The Purchase is subject to both 30DC and
Rivus completing  satisfactory due diligence on each other and a minimum capital
raise of $5 million AUD  (currently  $5.25  million  USD) by October 31, 2011 or
such other that date that the parties shall agree.

Management   has  evaluated   subsequent   events  to  determine  if  events  or
transactions  occurring through the date on which the financial  statements were
available to be issued,  require  potential  adjustment  to or disclosure in the
Company's financial statements.




































                                      -17-
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------

THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH OUR  UNAUDITED
FINANCIAL  STATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND
BECAUSE WE DESIRE TO TAKE  ADVANTAGE  OF, THE "SAFE  HARBOR"  PROVISIONS  OF THE
PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING
CERTAIN FORWARD LOOKING STATEMENTS IN THE FOLLOWING  DISCUSSION AND ELSEWHERE IN
THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF, WHETHER OR NOT
IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE  COMMISSION.  FORWARD-LOOKING
STATEMENTS ARE STATEMENTS NOT BASED ON HISTORICAL  INFORMATION  AND WHICH RELATE
TO FUTURE  OPERATIONS,  STRATEGIES,  FINANCIAL  RESULTS  OR OTHER  DEVELOPMENTS.
FORWARD LOOKING  STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS
THAT ARE INHERENTLY  SUBJECT TO SIGNIFICANT  BUSINESS,  ECONOMIC AND COMPETITIVE
UNCERTAINTIES AND  CONTINGENCIES,  MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY
OF WHICH,  WITH  RESPECT TO FUTURE  BUSINESS  DECISIONS,  ARE SUBJECT TO CHANGE.
THESE  UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE
ACTUAL RESULTS TO DIFFER  MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING
STATEMENTS  MADE BY, OR ON OUR BEHALF.  WE  DISCLAIM  ANY  OBLIGATION  TO UPDATE
FORWARD-LOOKING STATEMENTS.

OVERVIEW

30DC DE was  incorporated on October 17, 2008 in the state of Delaware and prior
to July 15, 2009, 30DC DE had no active business  operations.  On July 15, 2009,
30DC acquired the business of the "30 Day Challenge"  and "Immediate  Edge" from
two of  30DC's  founding  shareholders  as part of a plan to  consolidate  their
business  operations.  30DC DE was  created  to build and  manage  international
web-based sales and marketing companies. 30 Day Challenge and Immediate Edge are
30DC's two business  divisions.  30 Day Challenge offers a free online ecommerce
training  program and an online  education  subscription  service.  In addition,
periodic  premium  live  seminars  are  produced  which are  intended  to target
experienced  Internet business operators.  Immediate Edge is an online education
program  subscription  service offering high-end internet marketing  instruction
and strategies for experienced online commerce practitioners.

On September 10, 2010,  Infinity  Capital Group,  Inc., a Maryland  Corporation,
("Infinity")   entered  into  a  Plan  and  Agreement  of  Reorganization   (the
"Agreement")  with  30DC  DE,  and  the  Shareholders  of  30DC  DE.  ("30DC  DE
Shareholders").  In exchange  for 100% of the issued and  outstanding  shares of
30DC DE, Infinity issued  60,984,000  shares of its restricted common stock. The
shareholders  of 30DC DE received  13.2 shares of common  stock of Infinity  for
every one share of 30DC DE. Upon closing  Messrs.  Edward Dale and Clinton Carey
were appointed to the Infinity Board of Directors and subsequently  Infinity was
renamed  30DC,  Inc.  (Maryland)  ("30DC').  Mr.  Dale is the  President,  Chief
Executive Officer and a director of 30DC. In addition,  he is the manager of the
former majority shareholder of 30DC DE, Marillion Partnership.  Mr. Carey is the
Chief  Operating  Officer  and a  director  of 30DC DE.  Further,  Mr.  Dale was
appointed  the Chief  Executive  Officer of Infinity and Mr. Carey was appointed
the Chief Operating Officer of Infinity.

Infinity,  as  a  result  of  the  transaction,   became  the  sole  outstanding
shareholder of 100% of the outstanding common shares of common stock of 30DC DE.
For purposes of accounting,  30DC DE will be considered the accounting acquirer.
As of  the  date  of  the  transaction,  Infinity  discontinued  its  historical
operations and the business of 30DC DE is now the business of 30DC.

The Company has not filed its quarterly  reports for the quarters ended December
31,  2010 and March 31,  2011,  respectively.  The  Company is in the process of
preparing such reports for filing.

                                      -18-
<PAGE>

The Company  has no plans at this time for  purchases  or sales of fixed  assets
which would occur in the next twelve months.

Other than the Purchase (as defined in Note 13 to the financial statements), the
Company has no expectation or anticipation  of significant  changes in number of
employees in the next twelve months.

RESULTS OF OPERATIONS

FOR THE THREE MONTH PERIOD ENDED  SEPTEMBER 30, 2010 COMPARED TO THE THREE MONTH
PERIOD ENDED SEPTEMBER 30, 2009.

During the three months ended September 30, 2010, 30DC, Inc. recognized revenues
of $402,202  from its  operations  compared to $377,806  during the three months
ended  September  30,  2009.  Revenues  of the Company  were from the  following
sources  during the three months ended  September 30, 2010 compared to September
30, 2009.

                           Three Months Ended Three Months Ended   Increase or
                           September 30, 2010 September 30, 2009    (Decrease)
                           ------------------ ------------------ ---------------
Revenue
  Commissions              $          97,235  $          151,526 $      (54,291)
  Subscription Revenue               160,661             205,673        (45,012)
  Products and Services                3,632                   -          3,632
Seminars and Mentoring               140,674              20,607        120,067
                           ------------------ ------------------ ---------------
   Total Revenues          $         402,202  $          377,806 $       24,396
                           ------------------ ------------------ ---------------

The $54,291  decrease in  commissions  was a result of a longer  duration of the
Company's free Challenge  program during which time  commissions  earned are the
lowest  amount  during the year.  The  Challenge  format was  revised  from four
consecutive  weeks to a format of four weeks of  instruction  stretching  over a
seven week period. The extra time allowed  participants to catch up if they were
falling behind,  to join late and catch up and also more time to start utilizing
what they learned before moving on to the next step. These revisions resulted in
an increase in  completion  and traffic  generated by the  program.  Commissions
earned were also impacted by the number of new participants  each year which was
down from 2009 to 2010.

The $45,012 decrease in subscription revenue was due to a net decrease in active
subscribers.  The active  subscriber base is dynamic with new  subscriptions and
cancellations  ongoing.  Typically,  new subscribers enroll after completing the
challenge so the extended  period of the Challenge  postponed the timing for new
subscribers until later in the quarter in 2010 vs. 2009.

The $120,067  increase in seminars  and  mentoring  income is primarily  from an
increase in the number of customers participating in the mentoring program which
is  priced  from  $5,000  to  $10,000  per year and the  revenue  from  which is
recognized ratably over the one year term.

During the three months ended  September 30, 2010,  30DC incurred  $1,338,271 in
operational  expenses  compared  to  $474,166  during  the  three  months  ended
September 30, 2009. Operational expenses during the three months ended September
30, 2010 and 2009, include the following categories:


                                      -19-

<PAGE>

                           THREE MONTHS ENDED  THREE MONTHS ENDED   INCREASE OR
                           SEPTEMBER 30, 2010  SEPTEMBER 30, 2009     DECREASE
                           ------------------  ------------------  -------------
Accounting Fees            $          31,306   $          13,408   $     17,898
Paypal Fees                           10,178               9,384            794
Commissions                            5,467               3,060          2,407
Independent Contractors              168,769             116,150         52,619
Depreciation                          16,506              13,768          2,738
Internet Expenses                     14,914              12,500          2,414
Legal Fees                            26,056              33,154         (7,098)
Officer's Salaries                    50,000                   -         50,000
Payroll Taxes                         11,245               3,010          8,235
Related Party Contractors            254,643             195,439         59,204
Telephone                              5,568              10,428         (4,860)
Transaction Fees                     670,138                   -        670,138
Travel & Entertainment                54,519              35,483         19,036
Other Operating Expenses              18,962              28,382         (9,420)
                           ------------------  ------------------  -------------

Total Operating Expenses   $       1,338,271   $         474,166   $    864,105
                           ==================  ==================  =============

The  increase of $17,898 in  accounting  fees was  related to audited  financial
statements for June 30, 2008 and June 30, 2009.

The increase of $52,619 in independent contractors includes $41,375 for investor
relations  consultants  of which  $26,375  was  equity  based  compensation  and
approximately $9,000 increase due to change in exchange rates.

The decrease of $7,098 in legal fees was due to expenditures in the prior period
related to the July 15, 2009  acquisitions  of 30 Day  Challenge  and  Immediate
Edge.

The  increase  of $50,000  in  officer's  salaries  was for the  Company's  CFO,
Theodore  A.  Greenberg  which  was  necessitated  by  the  share  exchange  and
requirements for the Company's public filings.

Related Party Contractor Fees consist of payments to Marillion Partnership,  23V
Industries,  Ltd. which was succeeded by Raine Ventures, LLC and Jesselton, Ltd.
under  contracts  for  services  which  include Ed Dale  acting as 30DC's  Chief
Executive  Officer,  Dan Raine  acting  as 30DC's  Vice  President  of  Business
Development  and  Clinton  Carey  acting  as  30DC's  Chief  Operating   Officer
respectively.  The $59,204 increase includes amounts due under the contracts for
services  along with a bonus to  Marillion  based on the net cash flow of the 30
Day Challenge division through the date of the share exchange as approved by the
Company's board of directors.

The increase of $670,138 in transaction fees due to consultants  advising on the
process which resulted in completion of the share exchange including $250,000 to
Jesselton,  Ltd., $231,050 ($250,000 AUD) to Corholdings Pty Ltd and $189,088 to
Prestige Financial Center, Inc.

The  increase  of  $19,036  in travel  and  entertainment  relates  mostly to an
overseas trip when the  principals  came from Australia to the United States for
meetings with Company advisors related to the Infinity transaction.

During the three months ended  September 30, 2010, the Company  recognized a net
loss  from  continuing  operations  of  ($943,121)  compared  to a net  loss  of
($101,971)  during the three months ended September 30, 2009. The increased loss
of $839,350 was a result of the $864,105  increase in operational  expense shown
above offset by the $24,396 increase in revenues during the period.

                                      -20-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had a cash  balance of $53,118 at  September  30, 2010 and current
liabilities  exceed current  assets by  $1,696,614.  Subsequent to September 30,
2010 the Company  raised an additional  $220,300 in new capital  investment  and
settled approximately $400,000 in liabilities by issuing shares of the Company's
common stock and bringing the total amount of expenses and  liabilities  settled
in stock up to  approximately  $800,000  since the  beginning  of the  Company's
fiscal year in July 2010.  To fund working  capital for the next twelve  months,
the  Company  expects  to  raise  additional   capital,   to  settle  additional
liabilities  using the Company's  stock and to improve the results of operations
from  increasing  revenue and a reduction  in  operating  costs which during the
first quarter included significant  non-recurring  transaction costs. As further
discussed  in Note 13, the Company has signed an  agreement  with  RivusTV  Ltd.
pursuant to which the companies have initiated a joint capital raising effort.

Included in  liabilities  of  discontinued  operations  at September 30, 2010 is
$209,906 (including $70,386 included in due to related parties) in notes payable
plus related accrued interest that are in default for lack of repayment by their
due date.

During the three month  period  ended  September  30,  2010,  the  Company  used
$109,407 in operating activities.  During the three month period ended September
30, 2009, the Company used $91,926 in operating activities. The increased use of
funds of $17,481 was due to an increased  operating loss offset by expenses paid
or settled with shares of company common stock and accrued but unpaid expenses.

During the three month period ended  September 30, 2010, the Company used $1,806
in investing activities. During the three month period ended September 30, 2009,
the Company used $34,336 in investing activities.  The decrease in investment of
$32,531 was due to decrease in the amount of computer and audio visual equipment
purchased by the Company.

During the three month period ended  September  30, 2010,  financing  activities
provided  the  Company  with  $136,900.  During  the three  month  period  ended
September 30, 2009, financing activities provided the Company with $200,120.  In
each period receipts from the Company's  private placement  memorandum  provided
the bulk of these funds with the 2009 period raising a larger sum of capital.

NEED FOR ADDITIONAL FINANCING

The Company does not have sufficient  capital to meet its needs and continues to
seek loans or equity  placements  to cover such cash needs.  No  commitments  to
provide  additional  funds have been made and there can be no assurance that any
additional funds will be available to cover expenses as they may be incurred. If
the  Company  is unable to raise  additional  capital or  encounters  unforeseen
circumstances,  it may be  required  to take  additional  measures  to  conserve
liquidity,  which could include,  but not necessarily be limited to, issuance of
additional  shares of the Company's stock to settle operating  liabilities which
would dilute existing  shareholders,  curtailing its operations,  suspending the
pursuit of its business  plan and  controlling  overhead  expenses.  The Company
cannot  provide any  assurance  that new  financing  will be  available to it on
commercially acceptable terms, if at all.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
-------------------------------------------------------------------

The Company earns the majority of its revenue in United States  dollars  ("USD")
and pays a  significant  amount of its expense in  Australian  dollars  ("AUD").
Material fluctuations in the exchange rate between USD and AUD may have material
impact on the Company's results of operations.

                                      -21-
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES
--------------------------------

DISCLOSURES CONTROLS AND PROCEDURES

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Principal Financial Officer, as appropriate, to allow for
timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b) for the quarter ended  September 30, 2010, our
Chief Executive Officer and Chief Financial  Officer,  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  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  they have concluded
that our disclosure controls and procedures are not effective in timely alerting
them to material information required to be included in our periodic SEC filings
and to ensure that  information  required to be  disclosed  in our  periodic SEC
filings is accumulated and  communicated to our management,  including our Chief
Executive Officer,  to allow timely decisions regarding required disclosure as a
result of the  deficiency  in our  internal  control  over  financial  reporting
discussed below.

MANAGEMENT'S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

With the  participation  of our Chief  Executive  Officer  and Chief  Accounting
Officer,  we have evaluated the  effectiveness  of our  disclosure  controls and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934,  as amended (the " Exchange Act ")), as of the
end of the period covered by this report. Based upon such evaluation,  our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of such periods,  our disclosure  controls and procedures were not effective due
to the  material  weaknesses  noted  below,  in  ensuring  that (i)  information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods  specified in the Securities and Exchange  Commission's  rules and forms
and (ii) information  required to be disclosed by us in the reports that we file
or  submit  under  the  Exchange  Act is  accumulated  and  communicated  to our
management,  including our principal executive and principal financial officers,
or  persons  performing  similar  functions,  as  appropriate  to  allow  timely
decisions regarding required disclosure.

     (1)  Due to  the  small  size  of its  staff,  the  Company  did  not  have
          sufficient  segregation of duties to support its internal control over
          financial reporting.

     (2)  The Company has installed  software that does not prevent erroneous or
          unauthorized  changes  to  previous  reporting  periods  and  does not
          provide an  adequate  audit  trail or entries  made in the  accounting
          software.

REMEDIATION OF MATERIAL WEAKNESS

As our current  financial  condition  allows, we are in the process of analyzing
and  developing  our  processes  for the  establishment  of formal  policies and
procedures with necessary segregation of duties, which will establish mitigating
controls to compensate for the risk due to lack of segregation of duties.

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

                                      -22-
<PAGE>

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred during the fiscal quarter ended September 30, 2010, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------

None.

ITEM 1A. RISK FACTORS
---------------------

None.

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

During the three months period ended  September 30, 2010 the Company  issued the
following equity securities;

On  September  10, 2010,  60,984,000  shares of common stock were issued for the
4,620,000  shares of 30 DC, Inc. in a transaction  whereby 30DC,  Inc.  became a
wholly-owned subsidiary of the Company.

On  September  30,  2010,  the  Company  issued  common  shares to  settle  some
outstanding  liabilities  and for  shares  owed  under  services  agreements  as
follows:

                  Cameron  Associates,  an investor relations firm pursuant to a
         contract  signed  December 8, 2009 under  which  Cameron was due 50,000
         shares of the Company's  common stock which  adjusted to 660,000 shares
         under the exchange ratio,

                  Jesselton,  Ltd., a consulting  firm which Mr.  Clinton Carey,
         Chief Operating Officer of 30DC is associated with, settled $125,000 of
         the  $250,000  fee they  were due for  advising  on the  process  which
         resulted in completion  of the share  exchange and $200,000 on contract
         fees for the fiscal year ending June 30, 2010 for a total of  1,250,001
         common shares of the Company,

                  Corholdings Pty Ltd.,  settled  $125,000 AUD ($115,525 USD) of
         the $250,000 AUD  ($231,050  USD) fee they were due for advising on the
         process which  resulted in completion of the share exchange for 444,327
         common shares of the Company.

EXEMPTION FROM REGISTRATION CLAIMED

ALL OF THE ABOVE SALES BY THE COMPANY OF ITS  UNREGISTERED  SECURITIES WERE MADE
BY THE COMPANY IN RELIANCE UPON SECTION 4(2) OF THE  SECURITIES  ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ALL OF THE INDIVIDUALS  AND/OR ENTITIES THAT PURCHASED
THE  UNREGISTERED  SECURITIES  WERE  KNOWN TO THE  COMPANY  AND ITS  MANAGEMENT,
THROUGH PRE-EXISTING BUSINESS RELATIONSHIPS. ALL PURCHASERS WERE PROVIDED ACCESS
TO ALL MATERIAL INFORMATION, WHICH THEY REQUESTED, AND ALL INFORMATION NECESSARY
TO VERIFY SUCH INFORMATION AND WERE AFFORDED ACCESS TO MANAGEMENT OF THE COMPANY
IN  CONNECTION  WITH  THEIR  PURCHASES.   ALL  PURCHASERS  OF  THE  UNREGISTERED
SECURITIES  ACQUIRED SUCH  SECURITIES  FOR INVESTMENT AND NOT WITH A VIEW TOWARD
DISTRIBUTION,  ACKNOWLEDGING  SUCH INTENT TO THE COMPANY.  ALL  CERTIFICATES  OR
AGREEMENTS  REPRESENTING SUCH SECURITIES THAT WERE ISSUED CONTAINED  RESTRICTIVE
LEGENDS,   PROHIBITING  FURTHER  TRANSFER  OF  THE  CERTIFICATES  OR  AGREEMENTS
REPRESENTING  SUCH  SECURITIES,  WITHOUT  SUCH  SECURITIES  EITHER  BEING  FIRST

                                      -23-
<PAGE>

REGISTERED  OR  OTHERWISE  EXEMPT FROM  REGISTRATION  IN ANY  FURTHER  RESALE OR
DISPOSITION.

On  September  22,  2010,  2,554,205  shares of common stock were issued for the
first closing of the Company's private placement  memorandum unit offering which
was issued in August  2010.  In addition to the common  stock,  the units closed
included  2,554,205  warrants to purchase  the  Company's  stock at 50 cents per
share which expire  September  22, 2015 and  2,554,205  warrants to purchase the
Company's  stock at 37 cents per share  which  expired  March 15,  2011  without
exercise.

EXEMPTION FROM REGISTRATION CLAIMED

ALL OF THE ABOVE SALES BY THE COMPANY OF ITS  UNREGISTERED  SECURITIES WERE MADE
BY THE COMPANY IN RELIANCE UPON RULE 506 OF REGULATION D OF THE  SECURITIES  ACT
OF 1933, AS AMENDED (THE "1933 ACT").  ALL OF THE  INDIVIDUALS  AND/OR  ENTITIES
THAT PURCHASED THE UNREGISTERED SECURITIES WERE PRIMARILY EXISTING SHAREHOLDERS,
KNOWN  TO  THE  COMPANY  AND  ITS  MANAGEMENT,   THROUGH  PRE-EXISTING  BUSINESS
RELATIONSHIPS,  AS  LONG  STANDING  BUSINESS  ASSOCIATES.  ALL  PURCHASERS  WERE
PROVIDED  ACCESS TO ALL  MATERIAL  INFORMATION,  WHICH THEY  REQUESTED,  AND ALL
INFORMATION  NECESSARY TO VERIFY SUCH  INFORMATION  AND WERE AFFORDED  ACCESS TO
MANAGEMENT OF THE COMPANY IN CONNECTION WITH THEIR PURCHASES.  ALL PURCHASERS OF
THE UNREGISTERED SECURITIES ACQUIRED SUCH SECURITIES FOR INVESTMENT AND NOT WITH
A VIEW  TOWARD  DISTRIBUTION,  ACKNOWLEDGING  SUCH  INTENT TO THE  COMPANY.  ALL
CERTIFICATES  OR  AGREEMENTS  REPRESENTING  SUCH  SECURITIES  THAT  WERE  ISSUED
CONTAINED RESTRICTIVE LEGENDS,  PROHIBITING FURTHER TRANSFER OF THE CERTIFICATES
OR AGREEMENTS REPRESENTING SUCH SECURITIES, WITHOUT SUCH SECURITIES EITHER BEING
FIRST REGISTERED OR OTHERWISE EXEMPT FROM  REGISTRATION IN ANY FURTHER RESALE OR
DISPOSITION.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------

Included in  liabilities  of  discontinued  operations  at September 30, 2010 is
$209,906  (including  $70,386  due to related  parties)  in notes  payable  plus
related accrued  interest that are in default for lack of repayment by their due
date.

ITEM 4. REMOVED AND RESERVED
----------------------------

ITEM 5. OTHER INFORMATION
-------------------------

None.

ITEM 6. EXHIBITS
----------------

The  following is a complete  list of exhibits  filed as part of this Form 10-Q.
Exhibit  numbers  correspond  to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.

   EXHIBIT NO.                         DESCRIPTION
------------------ -----------------------------------------------------

      31.1                   Section 302 Certification - CEO

      31.2                   Section 302 Certification - CFO

      32.1                   Section 906 Certification - CEO

      32.2                   Section 906 Certification - CFO



                                      -24-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                   30DC, INC.
                                 --------------
                                   Registrant

Dated: August 30, 2011                          By: /s/ Edward Dale
                                                --------------------------------
                                                Edward Dale
                                                Principal Executive Officer
                                                Chief Executive Officer
                                                President


Dated: August 30, 2011                          By: /s/ Theodore A. Greenberg
                                                --------------------------------
                                                Theodore A. Greenberg,
                                                Principal Accounting Officer
                                                Chief Financial Officer




































                                      -25-