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 December 31, 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 31, 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 December 31, 2010 (Unaudited) and
         June 30, 2010                                                                                             3

         Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended
         and Six Months Ended December 31, 2010 and 2009                                                           4

         Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended
         December 31, 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                                                 24

Item 4. Controls and Procedures                                                                                    24

                                              PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                                          26

Item 1A.  Risk Factors                                                                                             26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                26

Item 3. Defaults upon Senior Securities                                                                            27

Item 4. Removed and Reserved                                                                                       27

Item 5. Other Information                                                                                          27

Item 6. Exhibits                                                                                                   27

Signatures                                                                                                         28


</TABLE>


<PAGE>

                          PART I. FINANCIAL INFORMATION


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




















































                                      -2-

<PAGE>
<TABLE>
<CAPTION>
                                                      30DC, INC. AND SUBSIDIARY
                                                Condensed Consolidated Balance Sheets


                                                                                              December                June
                                                                                              31, 2010              30, 2010
                                                                                           ---------------     --------------------
                                                                                             Unaudited
<S>                                                                                        <C>                 <C>
Assets

Current Assets

         Cash and Cash Equivalents                                                         $       47,950      $            28,405
         Accrued Commissions Receivable                                                            43,768                   66,705
         Deferred Financing Costs                                                                       -                    7,500
         Assets of Discontinued Operations                                                        189,281                        -
                                                                                           ---------------     --------------------

                 Total  Current Assets                                                            280,999                  102,610

Property and Equipment, Net                                                                       104,028                  111,516
Goodwill                                                                                        1,503,860                        -
                                                                                           ---------------     --------------------

                 Total Assets                                                              $    1,888,887      $           214,126
                                                                                           ===============     ====================


Liabilities and Stockholders' Deficiency

Current Liabilities

         Accounts Payable                                                                   $     587,140      $           272,438
         Accrued Expenses and Refunds                                                             312,243                  248,319
         Deferred Revenue                                                                         216,110                  278,118
         Private Placement Subscriptions Received                                                       -                  501,590
         Due to Related Parties                                                                   305,791                  202,380
         Liabilities of Discontinued Operations                                                   397,591                        -
                                                                                           ---------------     --------------------

                 Total Current Liabilities                                                      1,818,875                1,502,845
                                                                                           ---------------     --------------------

                 Total Liabilities                                                              1,818,875                1,502,845
                                                                                           ---------------     --------------------

Stockholders' Equity (Deficiency)

         Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued                           -                        -
         Common Stock, Par Value $0.001, 100,000,000 authorized,
                 73,653,706 and 60,984,000 issued and outstanding respectively                     73,654                   60,984
         Paid in Capital                                                                        2,473,045                        -
         Accumulated Deficiency                                                                (2,355,479)              (1,327,911)
         Accumulated Other Comprehensive Loss                                                    (121,208)                 (21,792)
                                                                                           ---------------     --------------------

                 Total Stockholders' Equity (Deficiency)                                           70,012               (1,288,719)
                                                                                           ---------------     --------------------

Total Liabilities and Stockholders' Equity (Deficiency)                                    $    1,888,887      $           214,126
                                                                                           ===============     ====================
</TABLE>


               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.
                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                      30DC, INC. AND SUBSIDIARY
                               Condensed Consolidated Statements of Operations and Comprehensive Loss
                                                              Unaudited


                                                           For the Three Months Ended                For the Six Months Ended
                                                                  December 31,                             December 31,
                                                             2010              2009                  2010                   2009
                                                        ---------------   ----------------     -----------------     ------------
<S>                                                     <C>               <C>                  <C>                   <C>

Revenue

         Commissions                                    $     153,438     $      237,130       $       250,673       $   388,655
         Subscription Revenue                                 164,772            213,014               325,433           418,687
         Products and Services                                 69,889              4,525                73,521             4,525
         Seminars and Mentoring                               180,256             59,719               320,930            80,327
                                                        ---------------   ----------------     -----------------     ------------

                     Total Revenue                            568,355            514,388               970,557           892,194

Operating Expenses                                            706,879            705,298             2,045,150         1,179,463
                                                        ---------------   ----------------     -----------------     ------------

Operating Loss                                               (138,524)          (190,910)           (1,074,593)         (287,269)

Other Income (Expense)

         Foreign Currency Loss                                 (6,460)           (19,715)              (13,512)          (25,327)
         Gain on Sale of Assets                                     -              4,092                     -             4,092
                                                        ---------------   ----------------     -----------------     ------------

                     Total Other Income (Expense)              (6,460)           (15,623)              (13,512)          (21,235)
                                                        ---------------   ----------------     -----------------     ------------

Loss From Continuing Operations                              (144,984)          (206,533)           (1,088,105)         (308,504)

Income(Loss) From Discontinued Operations                      (1,785)                 -                    15                 -
                                                        ---------------   ----------------     -----------------     ------------

Net Loss                                                     (146,769)          (206,533)           (1,088,090)         (308,504)

Foreign Currency Translation Loss                             (25,064)            (4,088)              (99,416)          (24,033)
                                                        ---------------   ----------------     -----------------     ------------

Comprehensive Loss                                      $    (171,833)    $     (210,621)      $    (1,187,506)      $  (332,537)
                                                        ===============   ================     =================     ============

 Weighted Average Common Shares Outstanding
Basic                                                      73,068,388         60,984,000            67,911,180        60,984,000
Diluted                                                    73,068,388         60,984,000            67,911,180        60,984,000
Loss Per Common Share  (Basic and Diluted)
     Continuing Operations                              $       (0.00)    $        (0.00)      $         (0.02)      $     (0.01)
     Discontinued Operations                                    (0.00)                 -                  0.00                 -
                                                        ---------------   ----------------     -----------------     ------------
Net Loss Per Common Share                               $       (0.00)    $        (0.00)      $         (0.02)      $     (0.01)
                                                        ===============   ================     =================     ============

</TABLE>
               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.
                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                              30DC, INC. AND SUBSIDIARY
                                   Condensed Consolidated Statements of Cash Flows
                                            Six Months Ended December 31
                                                      Unaudited
                                                                                         2010               2009
                                                                                  ----------------    -------------
<S>                                                                               <C>                 <C>
Cash Flows from Operating Activities:
    Loss From Continuing Operations                                               $    (1,088,105)    $   (308,504)

     Adjustments to Reconcile Loss from Continuing Operations
     to Net Cash Used In Operations
         Depreciation and Amortization                                                     34,650           29,235
         Equity Based Payments To Non-Employees                                           455,988                -
         Gain on Sale of Property and Equipment                                                 -           (4,092)

     Changes in Operating Assets and Liabilities
         Accrued Commissions Receivable                                                    37,228          (39,513)
         Accounts Payable                                                                  37,850         (190,728)
         Accrued Expenses and Refunds                                                     130,782          118,572
         Deferred Revenue                                                                (118,335)          35,357
         Due to Related Parties                                                           279,078          102,380
                                                                                  ----------------     ------------

                     Net Cash Used in Operating Activities                               (230,864)        (257,293)
                                                                                  ----------------     ------------

Cash Flows from Investing Activities
         Purchases of Property and Equipment                                               (5,008)         (79,094)
         Proceeds From Sale of Property and Equipment                                           -           24,280
         Cash - Acquired In Acquisition of Infinity                                         3,350                -
                                                                                  ----------------     ------------

                     Net Cash Used in Investing Activitities                               (1,658)         (54,814)
                                                                                  ----------------     ------------

Cash Flows from Financing Activities
         Sale of common stock                                                             261,950
         Stock Subscriptions Receivable                                                         -              120
         Deferred Financing Costs                                                           7,500                -
         Private Placement Subscriptions Received                                               -          325,000
                                                                                  ----------------     ------------

                     Net Cash Provided by Financing Activities                            269,450          325,120
                                                                                  ----------------     ------------

Cash Flows from Discontinued Operations
         Cash Flows From Operating Activities                                             (20,531)               -
                                                                                  ----------------     ------------

                     Net Cash Used in Discontinued Operations                             (20,531)               -
                                                                                  ----------------     ------------

Effect of Foreign Exchange Rate Changes on Cash                                             3,148            1,708
                                                                                  ----------------     ------------

Increase in Cash and Cash Equivalents                                                      19,545           14,721
Cash and Cash Equivalents - Beginning of Period                                            28,405           26,415
                                                                                  ----------------     ------------

Cash and Cash Equivalents - End of Period                                         $        47,950      $    41,136
                                                                                  ================     ============

Supplemental Disclosures of Non Cash Financing Activity

Private Placement Subscriptions Received Reclassified to Equity                   $       501,590      $         -

Common Stock Issued to Settle Liabilities                                         $       279,125      $         -

</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
                                DECEMBER 31, 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 DE 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 and six months ended December
31, 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  approximately  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,  goodwill and internally developed intangible property such as domain
names, websites, customer lists, and copyrights.

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
                                DECEMBER 31, 2010
                                   (UNAUDITED)

The  Company  had a cash  balance of $47,950 at  December  31,  2010 and current
liabilities  exceeded  current assets by $1,537,876.  Subsequent to December 31,
2010 the Company  raised an  additional  $80,300 in new capital  investment  and
settled  $145,000 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  $850,000 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 current  fiscal year  included
significant  non-recurring  transaction  costs. As further discussed in note 12,
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 Audited  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  December 31, 2010. For the six months ending December 31,
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
that the  recoverability  of the  carrying  amount of goodwill  may be in doubt.

                                      -7-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

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 LOSS

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

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 four  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 and the
course or tool is available to the customer.  Deferred  revenue  consists of the
unearned portion of subscription payments, seminar fees and mentoring revenue as
of the financial statement date.

                                      -8-

<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 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  ("US  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 and six months  ended  December  31, 2010 and
2009 excludes potentially  dilutive securities  consisting of 6,185,346 warrants
and  600,000  options at December  31, 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
                                DECEMBER 31, 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:

                                        Six Months Ended      Three Months Ended
                                        December 31, 2010     December 31, 2010
                                        -----------------     ------------------
Revenues                                $               -     $              -
Operating Expenses                                  7,235                5,535
                                        -----------------     ------------------
Loss from operations                               (7,235)              (5,535)
Unrealized gain on marketable                       7,250                3,750
securities                              -----------------     ------------------

Net Income (Loss)                       $              15     $         (1,785)
                                        =================     ==================


Assets and Liabilities of Discontinued Operations as of December 31, 2010

                                     Assets
                               ------------------
Marketable securities                                 $      189,281
                                                      ===============
Total assets of discontinued operations               $      189,281
                                                      ===============

                                   Liabilities
                               ------------------
Accounts payable                                      $       93,322
Accrued expenses                                              39,861
Notes payable                                                139,520
Due to related parties                                       124,888
                                                      ---------------
Total liabilities of discontinued operations          $      397,591
                                                      ===============

Notes Payable

Included in  liabilities  of  discontinued  operations  at December 31, 2010 are
$192,612 (including $53,092 of notes payable included in due to related parties)
in notes payable plus related accrued  interest of which are in default for lack
of repayment by their due date. For the period  subsequent to the share exchange
with 30DC DE through December 31, 2010 the Company incurred  interest expense on
notes payable of $6,378 which is included in the  Statement of Operations  under
income (loss) from discontinued operations.

                                      -10-
<PAGE>

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.

                                            Six Months Ended   Six Months Ended
                                            December 31, 2010  December 31, 2009
                                               (Unaudited)        (Unaudited)
                                             ----------------  ----------------

Revenues                                     $       970,557   $       892,193
Operating Expenses                                 2,097,198         1,240,372
                                             ----------------  ----------------
Loss from Continuing Operations                  (1,126,641)         (348,179)
Loss from Discontinued Operations                   (27,274)         (704,263)
                                             ----------------  ----------------
Net Loss                                         (1,153,915)       (1,052,442)
Foreign Currency Translation Loss                   (99,416)          (24,033)
                                             ----------------  ----------------
Comprehensive Loss                           $   (1,253,331)   $   (1,076,475)
                                             ================  ================
Basic and Diluted Loss Per Share             $         (.02)   $         (.02)
Weighted Average Shares Outstanding - Basic
& Diluted                                         70,437,619        67,531,391


                                                          Three Months Ended
                                                           December 31, 2009
                                                             (Unaudited)
                                                           ----------------

Revenues                                                   $       514,387
Operating Expenses                                                 735,006
                                                           ----------------
Loss from Continuing Operations                                  (220,619)
Loss from Discontinued Operations                                (295,238)
                                                           ----------------
Net Loss                                                         (515,857)
Foreign Currency Translation Loss                                  (4,088)
                                                           ----------------
Comprehensive Loss                                         $     (519,945)
                                                           ================
Basic and Diluted Loss Per Share                           $         (.01)
Weighted Average Shares Outstanding - Basic & Diluted          67,531,391



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

                                      -11-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

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.  Second and third  closings were held in November and December
2010 which raised total additional net proceeds of $132,500.

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
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  December  31, 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,

                                      -12-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

which  occurred on September 10, 2010.  For the six month period ended  December
31, 2010 the bonus for Marillion was $79,643,  all earned prior to September 10,
2010 and total  compensation  was $208,673 and the bonus for Raine  Ventures was
$-0- and  total  compensation  was  $125,000.  For the six  month  period  ended
December 31, 2009 the bonus for Marillion was $40,007 and total compensation was
$165,007 and the bonus for 23V was $116,929 and total compensation was $241,929.
For the three month period ended December 31, 2010 total compensation  earned by
Marillion  was  $66,529  and total  compensation  earned by Raine  Ventures  was
$62,500,  Subsequent  to the  September  10, 2010  merger,  Marillion  and Raine
Ventures are being paid in accordance with their contracted  amounts and bonuses
based upon net cash flow are no longer  applicable.  For the three month  period
ended  December  31,  2009  the  bonus  for  Marillion  was  $40,007  and  total
compensation  was  $106,039  and  the  bonus  for  23V  was  $92,958  and  total
compensation was $155,458.

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  $100,000  due to  Jesselton  under their
contract for  services  agreement  and  $100,000  due to Theodore A.  Greenberg,
30DC's CFO for compensation.  Mr. Greenberg has agreed to receive this amount in
common shares of the Company.

NOTE 7.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                               December 31, 2010  June 30, 2010
                                               -----------------  -------------
Computer and Audio Visual Equipment            $         417,806  $     339,630
Office equipment and Improvements                         68,695         53,129
                                               -----------------  -------------
                                                         486,501        392,759
Less accumulated depreciation and amortization          (382,473)      (281,243)
                                               -----------------  -------------
                                               $         104,028  $     111,516
                                               =================  =============

Depreciation  and  amortization  expense was  $34,650  for the six months  ended
December  31, 2010 and  $29,235  for the six months  ended  December  31,  2009.
Depreciation  and  amortization  expense was $18,144 for the three  months ended
December 31, 2010 and $15,467 for the three months ended December 31, 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.  The  Company  has filed all federal tax
returns and is in the process of filing 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  for a tax benefit  since it is not more
likely than not that such  benefit  will be  realized.  All  unfiled  income tax

                                      -13-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

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  discussed in Note 1. 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 the 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 six months ended  December 31, 2010.  The Company does not  currently
anticipate that the total amount of unrecognized tax benefits will significantly
increase or decrease within the next twelve months.

NOTE 9.  REVENUE CONCENTRATION

For the six months ended  December 31, 2009 the Company  earned revenue from two
customers of approximately  15% and 11%. For the three months ended December 31,
2009 the Company earned revenue from two customers of approximately 16% and 13%.
No customers  exceeded 10% of revenue in the three and six month periods  ending
December 31, 2010.

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.

                                      -14-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

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.  Subsequent  closings  were held in  November  and
December 2010 for which 538,468 units were issued  consisting of 538,468  shares
of common stock and 538,468 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 ($115,025 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.

In February 2010, 30DC engaged Prestige  Financial Center,  Inc.  ("Prestige") a
registered Broker Dealer to provide  investment banking and advisory services to
the Company  pursuant to which  Prestige  had the  opportunity  to earn fees for
various services.  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.  The Company
entered into a release  agreement  dated  October 28, 2010 with  Prestige  under
which  Prestige was issued  675,314  shares of the Company's  restricted  common
stock and both parties released each other from any other claims.

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 September 2010                                   2,554,205
PPM Closings November and December 2010                        538,468
Cameron Associates                                             660,000
Jesselton, Ltd.                                              1,250,001
Corholdings, Pty Ltd.                                          444,327
Prestige Financial Center, Inc.                                675,314
                                                  ---------------------

Common Shares Outstanding December 31, 2010                 73,653,706
                                                  =====================

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

                                      -15-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

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 5, 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.  In November and  December  2010,  an
additional  538,468 of 37 cent warrants  expiring March 15, 2011 were issued and
538,468 of the 50 cent warrants  with an expiration  five years from the date of
investment  were  issued.  All of the warrants  expiring  March 15, 2011 expired
unexercised.

See Note 12 for common  stock and  warrants  issued  subsequent  to December 31,
2010.

NOTE 11. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
<TABLE>
<CAPTION>
                                                           Six Months Ended        Six Months Ended
                                                           December 31, 2010      December 31, 2009
                                                           -----------------      -----------------
<S>                                                        <C>                    <C>
Related Party Contractor Fees Base Compensation (1)        $        354,029       $        350,000
Related party Contractor Fees Bonus Compensation (1)(2)              79,643                156,937
Officer's Salary                                                    100,000                      -
Independent Contractors                                             310,555                210,244
Transaction Fees (3)                                                670,138                      -
Professional Fees                                                   231,528                151,187
Travel Expenses                                                      99,167                140,284
Other Operating Costs                                               200,090                170,811
                                                           -----------------      -----------------

Total Operating Expenses                                   $      2,045,150       $      1,179,463
                                                           =================      =================
-----------------------------------------------------
</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.


                                      -16-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2010
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended    Three Months Ended
                                                          December 31, 2010     December 31, 2009
                                                         ------------------    ------------------
<S>                                                      <C>                   <C>
Related Party Contractor Fees Base Compensation (1)      $         179,029     $         175,000
Related party Contractor Fees Bonus Compensation (1)(2)                  -               136,498
Officer's Salary                                                    50,000                     -
Independent Contractors                                            141,786                94,094
Professional Fees                                                  174,166               104,626
Travel Expenses                                                     44,648               104,801
Other Operating Costs                                              117,250                90,279
                                                         ------------------    ------------------

Total Operating Expenses                                 $         706,879     $         705,298
                                                         ==================    ==================
</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.

NOTE 12.  SUBSEQUENT EVENTS

The August 2010 PPM was  extended to March 15, 2011 on December  15, 2010 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 December  31, 2010,
additional  PPM  closings  resulted  in $80,300 in new  investment  funds  which
represents an additional  308,849 units  consisting of 308,849  shares of common
stock and 308,849 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 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  shares after closing without regards to the adjustment  factor. The
adjustment factor to 30DC's outstanding shares accounts for 30DC's non-operating
liabilities,  as defined 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  $5.32  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 Inc.  (Delaware)  ("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 DE  acquired  the  business of the "30 Day
Challenge" and "Immediate  Edge" from two of 30DC DE'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  DE'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 stock of 30DC DE. For purposes of
accounting, 30DC DE was 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.

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

                                      -18-
<PAGE>

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  $5.32  million  USD) by October 31, 2011 or
such other that date that the parties shall agree.

The Company has not filed its  quarterly  report for the quarter ended March 31,
2011. The Company is in the process of preparing such report for filing.

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,  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  DECEMBER 31, 2010  COMPARED TO THE THREE MONTH
PERIOD ENDED DECEMBER 31, 2009.

During the three months ended December 31, 2010, 30DC, Inc.  recognized revenues
of $568,355  from its  operations  compared to $514,388  during the three months
ended December 31, 2009. Revenues of the Company were from the following sources
during the three months ended December 31, 2010 compared to December 31, 2009.

                           Three Months Ended Three Months Ended  Increase or
                           December 31, 2010   December 31, 2009  (Decrease)
                          ------------------- ------------------- ------------
Revenue
  Commissions             $          153,438  $          237,130  $  ( 83,692)
  Subscription Revenue               164,772             213,014      (48,242)
  Products and Services               69,889               4,525       65,364
Seminars and Mentoring               180,256              59,719      120,537
                          ------------------- ------------------- ------------
   Total Revenues         $          568,355  $          514,388  $    53,967
                          ------------------- ------------------- ------------

The $83,692 decrease in commissions was a result of a number of factors.  In the
December 2009 quarter,  the Company  promoted some new affiliate  programs which
attracted  purchases  from  all  active  participants  resulting  in  additional
commissions.  Existing  affiliate  programs  typically  generate the majority of
commissions  from new  participants.  Fewer new  participants  in the  Company's
Challenge program in 2010 also impacted commissions earned. In the quarter ended
December  31, 2010,  there were no material  amounts  earned from new  affiliate
programs but the Company began selling more direct products and services such as
video  recordings  of the  Company's  live  seminars  to its full list of active
participants.

The $48,242 decrease in subscription revenue was due to a net decrease in active
subscribers.  For the three months ended December 31, 2010 the active subscriber
base averaged  1,037 per month and for the three months ended  December 31, 2009
the active subscriber base averaged 1,536 per month. The decrease in subscribers
was almost entirely from the Company's Challenge Plus subscription product which
was started in 2009 and had a large  initial  subscriber  base which leveled off
over the next few  months.  A few times a year the Company  will run  promotions
aimed at increasing the subscription  base and this was partially delayed in the
2010 year due to the longer  duration of the Company's  Challenge  program which
ended nearly a month later in 2010.

                                      -19-
<PAGE>

The $65,364  increase in products and services  revenue was  primarily due to an
increase in the number of the  Company's  own  products  being  offered for sale
which started early in 2010. Previously the Company had been offering more third
party products for which affiliate  commissions  were earned.  The Company's own
products  include video  recordings of the Company's  live seminars and tools to
aid in operating internet-based businesses.

The $120,537  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.  For the three months ended December
31, 2010 there was an average of 118  mentoring  students  per month and for the
three months ended December 31, 2009 there were no mentoring students.

During the three months ended December 31, 2010, the Company  incurred  $706,879
in  operational  expenses  compared to $705,298  during the three  months  ended
December 31, 2009.  Operational  expenses during the three months ended December
31, 2010 and 2009, include the following categories:

                             THREE MONTHS ENDED  THREE MONTHS ENDED  INCREASE OR
                             DECEMBER 31, 2010   DECEMBER 31, 2009     DECREASE
                             ------------------  ------------------  -----------
Accounting Fees              $       153,311     $      $ 84,905     $   68,406
Paypal Fees                           11,197              16,313         (5,116)
Commissions                           32,151               8,214         23,937
Independent Contractors              141,786              94,094         47,692
Depreciation                          18,144              15,467          2,677
Internet Expenses                     17,304              19,626         (2,322)
Legal Fees                            20,855              19,720          1,135
Officer's Salaries                    50,000                   -         50,000
Payroll Taxes                          8,390               3,816          4,574
Related Party Contractors            179,029             311,498       (132,469)
Telephone                              6,882               3,512          3,370
Travel & Entertainment                44,648             104,801        (60,153)
Other Operating Expenses              23,182              23,332           (150)
                             -----------------   ------------------  ----------

Total Operating Expenses     $       706,879     $       705,298     $    1,581
                             =================   ==================  ===========

The increase of $68,406 in accounting fees was primarily related to engaging
accountant  consultants  to assist with the  Company's  SEC filing  requirements
after completing the share exchange on September 10, 2010.

The  increase  of $23,937  in  commissions  is almost  entirely  from  affiliate
commissions incurred on the increased sales of products and services.

The increase of $47,692 in independent contractors includes $15,000 for investor
relations   consultants,   approximately   $10,000  for   business   development
consultants and an  approximately  $10,000 increase due to the change in foreign
exchange rates.

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

                                      -20-
<PAGE>

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 $132,469 decrease results from bonus payments to Marillion and
23V in the  December  2009  quarter  based  on the net  cash  flow of the 30 Day
Challenge and Immediate Edge divisions which were no longer applicable after the
share transaction with Infinity in September 2010.

The  decrease of $60,153 in travel and  entertainment  reflects a  reduction  in
overseas trips from the three months ended December 2009.

During the three months ended  December 31, 2010,  the Company  recognized a net
loss  from  continuing  operations  of  ($144,984)  compared  to a net  loss  of
($206,533)  during the three months ended  December 31, 2009. The decreased loss
of $61,549 was primarily a result of the $53,967  increase in revenues offset by
a $1,581 increase in operational expenses.

FOR THE SIX MONTH  PERIOD  ENDED  DECEMBER  31,  2010  COMPARED TO THE SIX MONTH
PERIOD ENDED DECEMBER 31, 2009.

During the six months ended December 31, 2010, the Company  recognized  revenues
of $970,557 from its operations compared to $892,194 during the six months ended
December  31,  2009.  Revenues of the Company  were from the  following  sources
during the six months ended December 31, 2010 compared to December 31, 2009.

                           Six Months Ended  Six Months Ended   Increase or
                          December 31, 2010  December 31, 2009  (Decrease)
                          ------------------ ------------------ ------------
Revenue
  Commissions             $         250,673  $         388,655  $( 137,982)
  Subscription Revenue              325,433            418,687     (93,254)
  Products and Services              73,521              4,525       68,996
Seminars and Mentoring              320,930             80,327      240,603
                          ------------------ ------------------ ------------
   Total Revenues         $         970,557  $         892,194  $    78,363
                          ------------------ ------------------ ------------

The $137,982 decrease in commissions was a result of a number of factors. During
the six month period ended  December 31,  2009,  the Company  promoted  some new
affiliate  programs  which  attracted  purchases  from all  active  participants
resulting in  additional  commissions.  Existing  affiliate  programs  typically
generate  the  majority  of  commissions  from  new   participants.   Fewer  new
participants  in  the  Company's   Challenge   program  in  2010  also  impacted
commissions earned as well. During the six month period ended December 31, 2010,
there no material  amounts  earned from new  affiliate  programs but the company
began selling more of its own products and services such as video  recordings of
the Company's live seminars to its full list of active participants.

The $93,254 decrease in subscription revenue was due to a net decrease in active
subscribers.  For the six months ended  December 31, 2010 the active  subscriber
base  averaged 957 per month and for the six months ended  December 31, 2010 the
active subscriber base averaged 1,453 per month. The decrease in subscribers was
almost entirely from the Company's Challenge Plus subscription product which was
started in 2009 and had a large initial  subscriber  base which leveled off over
the next few months. A few times a year the Company will run promotions aimed at
increasing the subscription base and this was partially delayed in the 2010 year
due to the longer duration of the Company's Challenge program which ended nearly
a month later in 2010.

The $68,996  increase in products and services  revenue was  primarily due to an
increase in the number of the  Company's  own  products  being  offered for sale
which started early in 2010. Previously the Company had been offering more third
party products for which affiliate  commissions  were earned.  The Company's own
products  include video  recordings of the Company's  live seminars and tools to
aid in operating internet-based businesses.

The $240,603  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

                                      -21-
<PAGE>

recognized ratably over the one year term. For the six months ended December 31,
2010 there was an average of 108  mentoring  students  per month and for the six
months ended December 31, 2009 there was an average of 6 mentoring  students per
month.

During the six months ended December 31, 2010, the Company  incurred  $2,045,150
in  operational  expenses  compared to  $1,179,463  during the six months  ended
December 31, 2009. Operational expenses during the six months ended December 31,
2010 and 2009, include the following categories:

                             SIX MONTHS ENDED   SIX MONTHS ENDED   INCREASE OR
                            DECEMBER 31, 2010  DECEMBER 31, 2009     DECREASE
                            ------------------  ----------------- --------------
Accounting Fees             $         184,617   $         98,313  $      86,304
Paypal Fees                            21,375             25,697         (4,322)
Commissions                            37,618             11,274         26,344
Independent Contractors               310,555            210,244        100,311
Depreciation                           34,650             29,235          5,415
Internet Expenses                      32,218             32,126             92
Legal Fees                             46,911             52,874         (5,963)
Officer's Salaries                    100,000                  -        100,000
Payroll Taxes                          19,635              6,826         12,809
Related Party Contractors             433,672            506,937        (73,265)
Telephone                              12,450             13,940         (1,490)
Transaction Fees                      670,138                  -        670,138
Travel & Entertainment                 99,167            140,284        (41,117)
Other Operating Expenses               42,144             51,713         (9,569)
                            ------------------  ----------------- --------------

Total Operating Expenses    $       2,045,150   $      1,179,463  $     865,687
                            ==================  ================= ==============

The increase of $86,304 in  accounting  fees was  primarily  related to engaging
accountant  consultants  to assist with the  Company's  SEC filing  requirements
after  completing the share  exchange on September 10, 2010 and additional  fees
related to audited financial statements for June 30, 2008 and June 30, 2009.

The  increase  of $26,344  in  commissions  is almost  entirely  from  affiliate
commissions incurred on the increased sales of products and services.

The  increase  of  $100,311  in  independent  contractors  includes  $56,375 for
investor relations consultants,  of which $26,375 was equity based compensation,
$12,000  for  business  development  consultants  and an  approximately  $19,000
increase due to change in exchange rates.

The  increase of $100,000  in  officer's  salaries  was for the  Company's  CFO,
Theodore  A.  Greenberg  which  was  necessitated  by  the  share  exchange  and
requirements for 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  $73,265  decrease  results  from  larger  bonus  payments to
Marillion and 23V during the six months ended December 31, 2009 based on the net
cash flow of the 30 Day Challenge and Immediate Edge divisions. The bonuses were
no longer  applicable  after the share  transaction  with  Infinity in September
2010.

                                      -22-
<PAGE>

The increase of $670,138 in transaction fees was 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  decrease of $41,117 in travel and  entertainment  reflects a  reduction  in
overseas trips from the six months ended December 2009.

During the six months ended December 31, 2010, the Company recognized a net loss
from continuing  operations of ($1,088,105) compared to a net loss of ($308,504)
during the six months ended  December 31, 2009.  The increased  loss of $779,601
was a result of the $865,687 increase in operational  expense shown above offset
by the $78,363 increase in revenues during the period.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash  balance of $47,950 at December  31, 2010 and the Company
had a working capital deficit of $1,537,876. Subsequent to December 31, 2010 the
Company  raised an  additional  $80,300 in new  capital  investment  and settled
$145,000 in  liabilities by issuing  shares of the Company's  common stock.  The
Company  has  settled  expenses  and  liabilities  totaling  $850,000  since the
beginning  of the  Company's  fiscal year in July 2010 by issuing  shares of the
Company's common stock. 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 above, 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 December  31, 2010 is
$192,612 (including $53,092 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 six month period ended  December 31, 2010,  the Company used $230,864
in operating  activities.  During the six month period ended  December 31, 2009,
the Company used $257,292 in operating activities. The decreased use of funds of
$26,429 was due to expenses paid or settled with shares of the Company's  common
stock and accrued but unpaid expenses offsetting an increased operating loss.

During the six month period ended  December 31, 2010, the Company used $1,658 in
investing  activities.  During the six month period ended December 31, 2009, the
Company used  $54,814 in investing  activities.  The decrease in  investment  of
$53,156  was due to a  decrease  in the  amount of  computer  and  audio  visual
equipment purchased by the Company.

During the six month  period  ended  December  31,  2010,  financing  activities
provided the Company with  $269,450.  During the six month period ended December
31, 2009,  financing  activities  provided the Company  with  $325,120.  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.

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

                                      -23-
<PAGE>

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.  Second and third  closings were held in November and December
2010 which raised total additional net proceeds of $132,500.

NEED FOR ADDITIONAL FINANCING

The Company does not have sufficient  capital to meet its needs and will have 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.

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  December 31, 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

                                      -24-
<PAGE>

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.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended December 31, 2010, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.










                                      -25-
<PAGE>
                           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  period of October 1, 2010  through  December  31,  2010 the  Company
issued the following equity securities;

Prestige  Financial Center,  Inc.  ("Prestige") was issued 675,314 shares of the
Company's  restricted  common stock under the terms of a release agreement dated
October 28, 2010. In February 2010, 30DC engaged  Prestige,  a registered Broker
Dealer,  to provide  investment  banking  and  advisory  services to the Company
pursuant  to  which  Prestige  had the  opportunity  to earn  fees  for  various
services.  The terms of the release  agreement  included both parties  releasing
each other from any other claims.

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

On November 4, 2010,  38,462  shares of common  stock were issued for the second
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  38,462  warrants to purchase the Company's stock at 50 cents per share
which  expire  November 4, 2015 and 38,462  warrants to purchase  the  Company's
stock at 37 cents per share which expired March 15, 2011 without exercise.

On November 10, 2010,  115,386  shares of common stock were issued for the third
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  115,386 warrants to purchase the Company's stock at 50 cents per share
which expire  November 10, 2015 and 115,386  warrants to purchase the  Company's
stock at 37 cents per share which expired March 15, 2011 without exercise.

On November 24, 2010,  76,924  shares of common stock were issued for the fourth
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  76,924  warrants to purchase the Company's stock at 50 cents per share
which  expire  November 24, 2015 and 76,924  warrants to purchase the  Company's
stock at 37 cents per share which expired March 15, 2011 without exercise.

On December 23, 2010,  307,696  shares of common stock were issued for the fifth
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

                                      -26-
<PAGE>

included  307,696 warrants to purchase the Company's stock at 50 cents per share
which expire  December 23, 2015 and 307,696  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 December  31, 2010 is
$192,612 (including $53,092 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.

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



                                      -27-
<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: September 19 , 2011             By:/s/ Edward Dale
                                       --------------------------------------
                                       Edward Dale
                                       Principal Executive Officer
                                       Chief Executive Officer
                                       President


Dated: September  19, 2011             By:/s/ Theodore A. Greenberg
                                       --------------------------------------
                                       Theodore A. Greenberg,
                                       Principal Accounting Officer
                                       Chief Financial Officer






























                                      -28-