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 March 31, 2011

                                       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 September  2, 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 March 31, 2011 (Unaudited) and
         June 30, 2010                                                                                  3

         Condensed Consolidated Statements of Operations (Unaudited) for the Three Months
         and Nine Months Ended March 31, 2011 and 2010                                                  4

         Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended
         March 31, 2011 and 2010                                                                        5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                               6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations          19

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                     25

Item 4. Controls and Procedures                                                                        25

                           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                                                                                       28

Signatures                                                                                             29

</TABLE>

<PAGE>


                          PART I. FINANCIAL INFORMATION

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











































                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                          30DC, INC. AND SUBSIDIARY
                                    Condensed Consolidated Balance Sheets

                                                                                 March           June
                                                                                31, 2011       30, 2010
                                                                               -----------   --------------
                                                                               Unaudited
<S>                                                                            <C>           <C>
Assets

Current Assets

       Cash and Cash Equivalents                                               $   56,897    $      28,405
       Accrued Commissions Receivable                                              44,072           66,705
       Deferred Financing Costs                                                         -            7,500
       Assets of Discontinued Operations                                           93,125                -
                                                                               -----------   --------------

            Total  Current Assets                                                 194,094          102,610

Property and Equipment, Net                                                        96,688          111,516
Goodwill                                                                        1,503,860                -
                                                                               -----------   --------------

            Total Assets                                                       $1,794,642    $     214,126
                                                                               ===========   ==============


Liabilities and Stockholders' Equity (Deficiency)

Current Liabilities

       Accounts Payable                                                        $  590,711    $     272,438
       Accrued Expenses and Refunds                                               293,832          248,319
       Deferred Revenue                                                           297,260          278,118
       Private Placement Subscriptions Received                                         -          501,590
       Due to Related Parties                                                     219,655          202,380
       Liabilities of Discontinued Operations                                     375,599                -
                                                                               -----------   --------------

            Total Current Liabilities                                           1,777,057        1,502,845
                                                                               -----------   --------------

            Total Liabilities                                                   1,777,057        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,
            74,520,248 and 60,984,000 issued and outstanding respectively          74,520           60,984
       Paid in Capital                                                          2,697,478                -
       Accumulated Deficiency                                                  (2,621,558)      (1,327,911)
       Accumulated Other Comprehensive Loss                                      (132,855)         (21,792)
                                                                               -----------   --------------

            Total Stockholders' Equity (Deficiency)                                17,585       (1,288,719)
                                                                               -----------   --------------

Total Liabilities and Stockholders' Equity (Deficiency)                        $1,794,642    $     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 Nine Months Ended
                                                      March 31,                      March 31,
                                                  2011         2010            2011             2010
                                               -----------  ------------   -------------    --------------
<S>                                            <C>          <C>            <C>              <C>
Revenue

       Commissions                             $  117,583   $   166,228    $     368,256    $      554,884
       Subscription Revenue                       170,453       190,716          495,887           609,403
       Products and Services                       43,128        55,702          116,649            60,227
       Seminars and Mentoring                     114,428       141,466          435,358           221,792
                                               -----------  ------------   -------------    --------------

                Total Revenue                     445,592       554,112        1,416,150         1,446,306

Operating Expenses                                600,535     1,088,033        2,645,685         2,267,496
                                               -----------  ------------   -------------    --------------

Operating Loss                                   (154,943)     (533,921)      (1,229,535)         (821,190)

Other Income (Expense)

       Foreign Currency Loss                      (10,809)      (10,192)         (24,320)          (35,508)
       Gain on Sale of Assets                           -             -                -             4,092
                                               -----------  ------------   -------------    --------------

                Total Other Income (Expense)      (10,809)      (10,192)         (24,320)          (31,416)
                                               -----------  ------------   -------------    --------------

Loss From Continuing Operations Before Taxes     (165,752)     (544,113)      (1,253,855)         (852,606)

Income Tax (Benefit)                                    -       (41,000)               -           (41,000)
                                               -----------  ------------   -------------    --------------

Loss From Continuing Operations                  (165,752)     (503,113)      (1,253,855)         (811,606)

Loss From Discontinued Operations                 (100,331)           -         (100,316)                -
                                               -----------  ------------   -------------    --------------

Net Loss                                         (266,083)     (503,113)      (1,354,171)         (811,606)

Foreign Currency Translation Loss                 (11,647)      (14,860)        (111,063)          (38,893)
                                               -----------  ------------   -------------    --------------

Comprehensive Loss                             $ (277,730)  $  (517,973)   $  (1,465,234)   $     (850,499)
                                               ===========  ============   =============    ==============

Weighted Average Common Shares Outstanding
Basic                                          74,072,447    60,984,000       69,934,953        60,984,000
Diluted                                        74,072,447    60,984,000       69,934,953        60,984,000
Loss Per Common Share  (Basic and Diluted)
     Continuing Operations                     $    (0.00)  $     (0.01)   $       (0.02)   $       (0.01)
     Discontinued Operations                        (0.00)            -            (0.00)               -
Net Loss Per Common Share                      $    (0.00)  $     (0.01)   $       (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
                                         Nine Months Ended March 31
                                                 Unaudited

                                                                               2011              2010
                                                                           ------------    ---------------
<S>                                                                        <C>             <C>
Cash Flows from Operating Activities:
    Loss From Continuing Operations                                        $ (1,253,855)   $     (811,606)

     Adjustments to Reconcile Loss from Continuing Operations
     to Net Cash Used In Operations
       Depreciation and Amortization                                            52,457             45,568
       Equity Based Payments To Non-Employees                                  475,988             52,750
       Equity Based Payments To Employees                                      100,000                  -
       Gain on Sale of Property and Equipment                                        -             (4,092)

     Changes in Operating Assets and Liabilities
       Accrued Commissions Receivable                                           37,915            (52,985)
       Deferred Tax Asset                                                            -            (41,000)
       Accounts Payable                                                         36,583            (54,523)
       Accrued Expenses and Refunds                                            111,519             59,491
       Deferred Revenue                                                        (41,090)           288,024
       Due to Related Parties                                                  192,942            152,380
                                                                           ------------    ---------------

                Net Cash Used in Operating Activities                         (287,541)          (365,993)
                                                                           ------------    ---------------

Cash Flows from Investing Activities
       Purchases of Property and Equipment                                     (14,152)           (85,972)
       Proceeds From Sale of Property and Equipment                                  -             23,771
       Cash - Acquired In Acquisition of Infinity                                3,350                  -
                                                                           ------------    ---------------

                Net Cash Used in Investing Activitities                        (10,802)           (62,201)
                                                                           ------------    ---------------

Cash Flows from Financing Activities
       Sale of common stock                                                    367,250                  -
       Stock Subscriptions Receivable                                                -                120
       Deferred Financing Costs                                                  7,500                  -
       Private Placement Subscriptions Received                                      -            450,090
                                                                           ------------    ---------------

                Net Cash Provided by Financing Activities                      374,750            450,210
                                                                           ------------    ---------------

Cash Flows from Discontinued Operations
       Cash Flows From Operating Activities                                    (46,697)                 -
                                                                           ------------    ---------------

                Net Cash Used in Discontinued Operations                       (46,697)                 -
                                                                           ------------    ---------------

Effect of Foreign Exchange Rate Changes on Cash                                 (1,218)            (6,785)
                                                                           ------------    ---------------

Increase in Cash and Cash Equivalents                                           28,492             15,231
Cash and Cash Equivalents - Beginning of Period                                 28,405             26,415
                                                                           ------------    ---------------

Cash and Cash Equivalents - End of Period                                  $    56,897     $       41,646
                                                                           ============    ===============

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
                                 MARCH 31, 2011
                                   (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 nine months ended March 31,
2010 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
                                 MARCH 31, 2011
                                   (UNAUDITED)

The  Company  had a cash  balance  of  $56,897  at March  31,  2011 and  current
liabilities  exceeded  current  assets  by  $1,582,963.  Since  the start of the
Company's  fiscal year in July 2010, the Company raised  $382,300 in new capital
investment,  less capital raising costs of $15,550, for net proceeds of $367,250
and settled approximately $850,000 expenses and liabilities 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
current fiscal year has 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 March 31, 2011.  For the nine months ending March 31, 2010
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
                                 MARCH 31, 2011
                                   (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
                                 MARCH 31, 2011
                                   (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 nine months ended March 31, 2011 and 2010
excludes  potentially  dilutive securities  consisting of 6,803,044 warrants and
600,000   options  at  March  31,  2011  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
                                 MARCH 31, 2011
                                   (UNAUDITED)

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

NOTE 3. DISCONTINUED OPERATIONS

INTRODUCTION

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

Results of Discontinued Operations for the

                                         Three Months Ended    Nine Months Ended
                                           March 31, 2011        March 31, 2011
                                         ------------------   ------------------
Revenues                                 $               -    $               -
Operating expenses                                   4,175               11,410
Loss from operations                               (4,175)             (11,410)
Realized loss on marketable securities            (24,490)             (24,490)
Unrealized loss on marketable securities          (71,666)             (64,416)
                                         ------------------   ------------------

Net loss                                 $       (100,331)    $       (100,316)
                                         ==================   ==================


Assets and Liabilities of Discontinued Operations as of March 31, 2011

                                     Assets
                               ------------------
Marketable securities                                           $   93,125
                                                                ===========
Total assets of discontinued operations                         $   93,125
                                                                ===========

                                   Liabilities
                               ------------------
Accounts payable                                                $   67,893
Accrued expenses                                                    43,393
Notes payable                                                      139,520
Due to related parties                                             124,793
                                                                -----------
Total liabilities of discontinued operations                    $  375,599
                                                                ===========


Notes Payable

Included  in  liabilities  of  discontinued  operations  at March  31,  2011 are
$193,612 (including $54,092 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  March 31, 2011 the Company  incurred  interest  expense on
notes payable of $9,911 which is included in the  Statement of Operations  under
income (loss) from discontinued operations.

                                      -10-
<PAGE>
                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)


NOTE 4. PRO FORMA FINANCIAL INFORMATION

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

                                              Nine Months Ended  Nine Months Ended
                                                March 31, 2011     March 31, 2010
                                                 (Unaudited)         (Unaudited)
                                              ------------------ ------------------
<S>                                           <C>                <C>
Revenues                                      $       1,416,151  $       1,446,306
Operating Expenses                                    2,708,541          2,382,410
                                              ------------------ ------------------
Loss from Continuing Operations Before Taxes         (1,292,390)          (936,104)
Deferred Tax Benefit                                                       (41,000)
Loss from Continuing Operations                      (1,292,390)          (895,104)
Loss from Discontinued Operations                      (127,604)          (598,499)
                                              ------------------ ------------------
Net Loss                                             (1,419,994)        (1,493,603)
Foreign Currency Translation Loss                      (111,063)           (38,893)
                                              ------------------ ------------------
Comprehensive Loss                            $      (1,531,057) $      (1,532,496)
                                              ================== ==================
Basic and Diluted Loss Per Share              $            (.02) $            (.02)
Weighted Average Shares Outstanding - Basic
& Diluted                                            71,631,540         67,531,391
</TABLE>


                                                    Three Months Ended
                                                      March 31, 2010
                                                        (Unaudited)
                                                   --------------------

Revenues                                           $          554,113
Operating Expenses                                          1,142,038
                                                   --------------------
Loss from Continuing Operations
Before Taxes                                                 (587,925)
Deferred Tax Benefit                                          (41,000)
Loss from Continuing Operations                              (546,925)
Gain (Loss) from Discontinued Operations                      105,764
                                                   --------------------
Net Loss                                                     (441,161)
Foreign Currency Translation Loss                             (14,860)
                                                   --------------------
Comprehensive Loss                                 $         (456,021)
                                                   ====================
Basic and Diluted Loss Per Share                   $             (.01)
Weighted Average Shares Outstanding - Basic &
Diluted                                                     67,531,391



                                      -11-

<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)

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,  the PPM ended March 15, 2011.  Each
unit  consists of one share of Common Stock of Infinity,  a warrant  exercisable
until March 15, 2011,  to purchase one share of Common Stock of Infinity with an
exercise price of 37 cents,  and a warrant  exercisable  for five years from the
date of  issuance,  to purchase  one share of Common  Stock of  Infinity  for 50
cents.  30DC received $501,590 between July 2009 and June 2010 under a prior PPM
for which a closing did not occur and the funds were  considered  to be interest
free loans  pending  closing.  At June 30,  2010,  the  $501,590  is included as
private placement subscriptions received in the liability section of the Balance
Sheet.  Pursuant to an agreement with the subscribers,  the $501,590 became part
of the  August  2010 PPM. A first  closing  of the  August  2010 PPM was held on
September 22, 2010  consisting of the $501,590  received under the prior PPM and
$162,500 in new investment  funds, less capital raising costs of $33,100 for net
proceeds of $630,990 which  represents  2,554,205 units  consisting of 2,554,205
shares of common  stock and  2,554,205 of each of the two  warrants.  Second and
third  closings were held in November and December 2010 which raised  additional
net proceeds of $132,550.  Fourth and fifth  closings  were held in February and
March 2011 which raised  additional net proceeds of $80,300.  The March 15, 2011
warrants have expired with none exercised.

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 March 31, 2011 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

                                      -12-
<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)

agreements is identical  with the respective  executive  services and consulting
agreements.  Where  applicable  under local law, all payroll and other taxes are
the  responsibility  of Marillion,  Jesselton and 23V and they have provided the
Company with  indemnification  of such taxes which under the prior contracts may
have  been a  liability  of the  Company.  The  parties  acknowledged  that  the
effective date of the agreements  relates back to the  contractual  relationship
between the parties.

30DC's Board of Directors  approved a bonus to Marillion based upon the net cash
flow of the Company's 30 Day Challenge division and a bonus to 23V (succeeded by
Raine  Ventures)  based upon the net cash flow of the Company's  Immediate  Edge
division until such time as 30DC had completed a merger or public stock listing,
which  occurred on September 10, 2010. For the nine month period ended March 31,
2011 the bonus for Marillion was $79,643, all earned prior to September 10, 2010
and total  compensation  was $277,064 and the bonus for Raine  Ventures was $-0-
and total  compensation was $187,500.  For the nine month period ended March 31,
2010 the bonus for  Marillion was $397,908 and total  compensation  was $585,408
and the bonus for 23V was $154,014 and total compensation was $341,514.  For the
three month period ended March 31, 2011 total  compensation  earned by Marillion
was  $68,391  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.  Amounts may vary from period to period
due to fluctuations  in foreign  currency  exchange  rates.  For the three month
period  ended  March 31, 2010 the bonus for  Marillion  was  $357,901  and total
compensation  was  $420,401  and  the  bonus  for  23V  was  $37,085  and  total
compensation was $99,585.

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

Due to related  parties  also  includes  $50,000 due to  Theodore A.  Greenberg,
30DC's CFO for compensation. On February 10, 2011 Mr. Greenberg received 480,770
common shares of the Company in settlement of $100,000  prior  compensation  and
$25,000 due for consulting work prior to Mr. Greenberg joining the Company,

NOTE 7.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                March 31, 2011     June 30, 2010
                                                --------------     -------------
Computer and Audio Visual Equipment             $      432,605     $   339,630
Office equipment and Improvements                       69,483          53,129
                                                --------------     -------------
                                                       502,088         392,759
Less accumulated depreciation and amortization        (405,400)       (281,243)
                                                --------------     -------------
                                                $       96,688     $   111,516
                                                ==============     =============

Depreciation  and  amortization  expense was  $52,457 for the nine months  ended
March  31,  2011  and  $45,569  for  the  nine  months  ended  March  31,  2010.
Depreciation  and  amortization  expense was $17,807 for the three  months ended
March 31, 2011 and $16,334 for the three months ended March 31, 2010.


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.

                                      -13-
<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)

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 a tax benefit for the three months ended
March  31,  2011 as it is not more  likely  than not that such  benefit  will be
realized.  At March 31,  2010 the  Company  provided  a tax  benefit  of $41,000
because  at that time it was more  likely  than not that such  benefit  would be
realized.  All unfiled income tax returns are subject to income tax  examination
by tax authorities and the statute of limitations for tax examinations  does not
begin to run until returns are filed.

As a  corporation  formed in the United  States,  the  Company is subject to the
United  States  corporation  income  tax on  worldwide  income.  Since  majority
ownership of the Company's shares are held by Australian residents,  the Company
is deemed to be an Australian resident  corporation and is subject to Australian
corporate  income tax on  worldwide  net income  which for Infinity was from the
time of the share exchange  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 nine months  ended March 31,  2011.  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 nine months  ended March 31, 2010 the Company  earned  revenue  from one
customer of  approximately  13%.  For the three  months ended March 31, 2010 the
Company  earned  revenue  from one customer of  approximately  11%. No customers
exceeded  10% of revenue  in the three and six month  periods  ending  March 31,
2011.

                                      -14-

<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)

NOTE 10. STOCKHOLDERS' EQUITY

COMMON STOCK

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

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


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

In August 2010, 30DC issued the private placement  memorandum  ("PPM") discussed
in note 5. A first  closing was held on September  22, 2010 for which  2,554,205
units were issued  consisting of 2,554,205  shares of common stock and 2,554,205
of each of the two warrants. Subsequent closings were held from November 2010 to
March 2011 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.

Theodore A.  Greenberg was issued 480,770 common shares of the Company (see note
6).

On February 10, 2011,  Cameron Associates settled $20,000 of consulting fees due
for 76,923 common shares of the Company.


                                      -15-
<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)

Summary of Common Stock Outstanding;


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

Shares Issued in the Exchange                                  60,984,000
Infinity Outstanding pre Exchange                               6,547,391
PPM Closing September 2010                                      2,554,205
PPM Closings November 2010 - March 2011                           847,317
Cameron Associates                                                736,923
Jesselton, Ltd.                                                 1,250,001
Corholdings, Pty Ltd.                                             444,327
Prestige Financial Center, Inc.                                   675,314
Theodore A. Greenberg                                             480,770
                                                             -------------

Common Shares Outstanding March 31, 2011                       74,520,248
                                                             =============

WARRANTS AND OPTIONS

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

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

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

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

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

Pursuant to the PPM  discussed in Note 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. From November 2010 through March 2011,
an additional  847,317 of 37 cent warrants  expiring  March 15, 2011 were issued
and 847,317 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.


                                      -16-
<PAGE>

                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)

NOTE 11. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
<TABLE>
<CAPTION>

                                                           Nine Months Ended       Nine Months Ended
                                                              March 31, 2011          March 31, 2010
                                                           ------------------      -----------------

<S>                                                        <C>                     <C>
Related Party Contractor Fees Base Compensation (1)        $         537,374       $        525,000
Related party Contractor Fees Bonus Compensation (1)(2)               79,643                551,922
Officer's Salary                                                     150,000                      -
Independent Contractors                                              430,050                415,158
Transaction Fees (3)                                                 670,138                      -
Professional Fees                                                    319,225                311,411
Travel Expenses                                                      131,199                178,727
Other Operating Costs                                                328,056                285,278
                                                           ------------------      -----------------

Total Operating Expenses                                   $       2,645,685       $      2,267,496
                                                           ==================      =================
</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. The amount
     for the nine month period varies slightly from the contracted amount due to
     fluctuation in exchange rates during the period.

(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.




                                      -17-
<PAGE>


                            30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2011
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                           Three Months Ended      Three Months Ended
                                                             March 31, 2011           March 31, 2010
                                                           ------------------      -------------------

<S>                                                        <C>                     <C>
Related Party Contractor Fees Base Compensation (1)        $         183,345       $          175,000
Related party Contractor Fees Bonus Compensation (1)(2)                    -                  394,986
Officer's Salary                                                      50,000                        -
Independent Contractors                                              119,495                  204,914
Professional Fees                                                     87,698                  160,222
Travel Expenses                                                       32,032                   38,443
Other Operating Costs                                                127,965                  114,468
                                                           ------------------      -------------------

Total Operating Expenses                                   $         600,535       $        1,088,033
                                                           ==================      ===================
</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

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  after  closing  without  regards  to  the  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.

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.







                                      -18-
<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  acquired  the  business  of the "30 Day
Challenge" and "Immediate Edge" from two of 30DC's founding shareholders as part
of a plan to consolidate their business operations. 30DC DE was created to build
and  manage  international  web-based  sales  and  marketing  companies.  30 Day
Challenge  and  Immediate  Edge are 30DC  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 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 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

                                      -19-
<PAGE>

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.

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

Other than the Purchase (as defined in Note 12 to the financial statements), the
Company has no expectation or anticipation  of significant  changes in number of
employees in the next twelve months.

RESULTS OF OPERATIONS

FOR THE THREE MONTH  PERIOD  ENDED  MARCH 31,  2011  COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2010.

During the three months ended March 31, 2011, 30DC, Inc.  recognized revenues of
$445,592 from its operations  compared to $554,112 during the three months ended
March 31, 2010.  Revenues of the Company were from the following  sources during
the three months ended March 31, 2011 compared to March 31, 2010.

                         Three Months Ended  Three Months Ended  Increase or
                             March 31, 2011      March 31, 2010    (Decrease)
                         ------------------- ------------------- ------------
Revenue
  Commissions                      $117,583            $166,228    ($48,645)
  Subscription Revenue              170,453             190,716     (20,263)
  Products and Services              43,128              55,702     (12,574)
Seminars and Mentoring              114,428             141,466     (27,038)
                         ------------------- ------------------- ------------
   Total Revenues                  $445,592            $554,112     $108,520
                         ------------------- ------------------- ------------

The $48,645  decrease in commissions was the result of fewer new participants in
the  Company's  Challenge  program  in  2010  and a  large  payer  of  affiliate
commissions  revising their policy to only pay commissions for the first year of
a  subscription  product  rather  than paying  commissions  over the life of the
subscription.  Commissions earned from affiliate programs typically generate the
majority of commissions from new participants.

The $20,263 decrease in subscription revenue was due to a net decrease in active
subscribers.  For the three  months  ended March 31, 2011 the active  subscriber
base averaged  1,024 per month and for the three months ended March 31, 2010 the
active subscriber base averaged 1,182 per month. The decrease in subscribers was
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 balance of
the fiscal year ending June 30, 2010.

The $12,574  decrease in products and services revenue resulted from the Company
having a large initial sale of a new internet based software plug-in tool in the
March 2010 quarter.

The $27,038  decrease in seminars and mentoring  income resulted from a decrease
of approximately  $47,000 in seminar income offset by an  approximately  $20,000
increase in  mentoring  income.  The Company had not held a seminar in Australia
for a few years and the seminar held in the March 2010 quarter was well attended
resulting in income  greater  than for a similar  seminar held in the March 2011
quarter.  The  increase in  mentoring  income  resulted  from an increase in the
number of customers  participating in the Company's  mentoring  program which is

                                      -20-
<PAGE>

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 March 31, 2011 there
was an average of 82 mentoring students per month and for the three months ended
March 31, 2010 there was an average of 45 mentoring students.


During the three months ended March 31, 2011, the Company  incurred  $600,535 in
operational  expenses compared to $1,088,033 during the three months ended March
31, 2010.  Operational expenses during the three months ended March 31, 2011 and
2010, include the following categories:

                            THREE MONTHS ENDED THREE MONTHS ENDED   INCREASE OR
                              MARCH 31, 2011      MARCH 31, 2010      DECREASE
                              --------------     --------------     -----------
Accounting Fees               $     77,533       $    160,222       $ (82,689)
Paypal Fees                         11,150             15,954          (4,804)
Commissions                         25,540             15,600           9,940
Independent Contractors            119,495            204,914         (85,419)
Depreciation                        17,807             16,334           1,473
Internet Expenses                   15,476             13,555           1,921
Legal Fees                          10,164                  -          10,164
Officer's Salaries                  50,000                  -          50,000
Payroll Taxes                       10,256             20,114          (9,858)
Related Party Contractors          183,345            569,986        (386,641)
Telephone                           14,308             16,140          (1,832)
Transaction Fees                         -                  -               -
Travel & Entertainment              32,032             38,443          (6,411)
Other Operating Expenses            33,429             16,771          16,658
                              --------------     --------------     -----------

Total Operating Expenses      $    600,535       $  1,088,033       $(487,498)
                              ==============     ==============     ===========
The  decrease  of  $82,689 in  accounting  fees was  primarily  related to a
decrease  in  auditing  fees from the March 2010  quarter  when the  Company was
having audits of prior periods performed.

The  increase  of $9,940  in  commissions  resulted  from  additional  affiliate
commissions  due to the  increase  in  products  sold in the March 2011  quarter
compared to the March 2010 quarter.

The  decrease of $85,419 in  independent  contractors  is  primarily  due to the
approximately  $67,000 cost of investor relations  consultants in the March 2010
quarter  of which  approximately  $52,000  was paid in shares  of the  Company's
common stock.

The increase of $10,164 in legal fees resulted from ongoing compliance after the
share exchange and requirements of operating as a publicly traded company.

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

Related Party Contractor Fees consist of payments to Marillion Partnership,  23V
Industries,  Ltd. which was succeeded by Raine Ventures, LLC and Jesselton, Ltd.
under  contracts  for  services  which  include Ed Dale  acting as 30DC's  Chief
Executive  Officer,  Dan Raine  acting  as 30DC's  Vice  President  of  Business
Development  and  Clinton  Carey  acting  as  30DC's  Chief  Operating   Officer
respectively.  The $386,641decrease results from bonus payments to Marillion and
23V in the March 2010 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.

                                      -21-
<PAGE>

During the three months ended March 31, 2011, the Company  recognized a net loss
from  continuing  operations of ($165,752)  compared to a net loss of ($503,113)
during the three months ended March 31, 2010. The decreased loss of $337,361 was
due to the decrease in operating  expenses of $487,498 offset by the decrease in
revenues of $108,520 and $41,000 decrease in deferred tax benefit.

FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2011 COMPARED TO THE NINE MONTH PERIOD
ENDED MARCH 31, 2010.

During the nine months ended March 31, 2011, the Company recognized  revenues of
$1,416,150  from its  operations  compared to $1,446,306  during the nine months
ended March 31, 2010.  Revenues of the Company were from the  following  sources
during the nine months ended March 31, 2011 compared to March 31, 2010.

                           Nine Months Ended  Nine Months Ended   Increase or
                             March 31, 2011     March 31, 2010    (Decrease)
                           ------------------ ----------------- -------------
Revenue
  Commissions              $         368,256  $        554,884  $ ( 186,628)
  Subscription Revenue               495,887           609,403     (113,516)
  Products and Services              116,649            60,227        56,422
Seminars and Mentoring               435,358           221,792       213,566
                           ------------------ ----------------- -------------
   Total Revenues          $       1,416,150  $      1,446,306  $   (30,156)
                           ------------------ ----------------- -------------

The $186,628 decrease in commissions was a result of a number of factors. During
the nine month  period  ended  March 31,  2010,  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.  Other  factors
included fewer new participants in the Company's Challenge program in 2010 and a
large  payer  of  affiliate   commissions  revised  their  policy  to  only  pay
commissions  for the first year of a  subscription  product  rather  than paying
commissions  over the life of the  subscription.  During the nine  month  period
ended March 31, 2011,  there were 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  $113,516  decrease in  subscription  revenue  was due to a net  decrease in
active  subscribers.  For the nine  months  ended  March  31,  2011  the  active
subscriber  base  averaged 979 per month and for the nine months ended March 31,
2010 the active  subscriber  base  averaged  1,363 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 balance of the fiscal  year  ending  June 30,  2010.  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 $56,422  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 $213,566  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 nine months ended March 31,
2011 there was an average of 99  mentoring  students  per month and for the nine
months  ended March 31, 2010 there was an average of 19  mentoring  students per
month.

                                      -22-
<PAGE>

During the nine months ended March 31, 2011, the Company incurred  $2,645,685 in
operational  expenses  compared to $2,267,496 during the nine months ended March
31, 2010.  Operational  expenses during the nine months ended March 31, 2011 and
2010, include the following categories:

                             NINE MONTHS ENDED  NINE MONTHS ENDED   INCREASE OR
                               MARCH 31, 2011     MARCH 31, 2010      DECREASE
                               --------------     --------------   -------------
Accounting Fees                $      262,151     $     258,537    $      3,614
Paypal Fees                            32,526            41,651          (9,125)
Commissions                            63,159            26,874          36,285
Independent Contractors               430,050           415,158          14,892
Depreciation                           52,457            45,569           6,888
Internet Expenses                      47,694            45,681           2,013
Legal Fees                             57,074            52,874           4,200
Officer's Salaries                    150,000                 -         150,000
Payroll Taxes                          29,890            26,939           2,951
Related Party Contractors             617,017         1,076,922        (459,905)
Telephone                              26,758            30,080          (3,322)
Transaction Fees                      670,138                 -         670,138
Travel & Entertainment                131,199           178,727         (47,528)
Other Operating Expenses               75,572            68,484           7,088
                               --------------     --------------   -------------

Total Operating Expenses       $    2,645,685     $   2,267,496    $    378,189
                               ==============     ==============   =============

The  increase  of $36,285  in  commissions  is almost  entirely  from  affiliate
commissions incurred on the increased sales of products and services.

The  increase of $150,000  in  officer's  salaries  was for the  Company's  CFO,
Theodore  A.  Greenberg  which  was  necessitated  by  the  share  exchange  and
requirements for the Company's public filings.

Related Party Contractor Fees consist of payments to Marillion Partnership,  23V
Industries,  Ltd. which was succeeded by Raine Ventures, LLC and Jesselton, Ltd.
under  contracts  for  services  which  include Ed Dale  acting as 30DC's  Chief
Executive  Officer,  Dan Raine  acting  as 30DC's  Vice  President  of  Business
Development  and  Clinton  Carey  acting  as  30DC's  Chief  Operating   Officer
respectively.  The  $459,905  decrease  results  from larger  bonus  payments to
Marillion  and 23V during the nine months  ended March 31, 2010 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.

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 $47,528 in travel and  entertainment  reflects a  reduction  in
overseas trips during the nine months ended March 31 2010.

During the nine months ended March 31, 2011,  the Company  recognized a net loss
from continuing  operations of ($1,253,855) compared to a net loss of ($811,606)
during the nine months ended March 31, 2010.  The increased loss of $442,249 was
a result of the $378,189 increase in operational expense the $30,156 decrease in
revenues during the period shown above and the $41,000  decrease in deferred tax
benefit.

                                      -23-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash  balance of $56,897 at March 31, 2011 and the Company had
a working capital deficit of $1,582,963. Since the start of the Company's fiscal
year in July 2010, the Company raised $382,300 in new capital  investment,  less
capital  raising  costs of $15,500  for net  proceeds  of  $367,250  and settled
approximately  $850,000 of expenses  and  liabilities  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 current
year has  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.

Included in liabilities of discontinued operations at March 31, 2011 is $193,612
(including  $54,092  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 nine month period ended March 31, 2011, the Company used $287, 541 in
operating  activities.  During the nine month period  ended March 31, 2010,  the
Company used  $365,993 in operating  activities.  The  decreased use of funds of
$78,452 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 nine month period  ended March 31, 2011,  the Company used $10,802 in
investing  activities.  During the nine month period  ended March 31, 2010,  the
Company used  $62,201 in investing  activities.  The decrease in  investment  of
$51,399  was due to a  decrease  in the  amount of  computer  and  audio  visual
equipment purchased by the Company.

During the nine month period ended March 31, 2011, financing activities provided
the Company  with  $374,750.  During the nine month period ended March 31, 2010,
financing activities provided the Company with $450,210. In each period receipts
from the Company's private placement memorandum provided the bulk of these funds
with the 2010 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
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 additional net proceeds of $132,550. Fourth and fifth closings
were held in February  and March 2011 which  raised  additional  net proceeds of
$80,300. The March 15, 2011 warrants have expired with none exercised.


                                      -24-
<PAGE>

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 March 31,  2011,  our
Chief Executive Officer and Chief Financial  Officer,  carried out an evaluation
under the  supervision  and with the  participation  of our  management,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  they have concluded
that our disclosure controls and procedures are not effective in timely alerting
them to material information required to be included in our periodic SEC filings
and to ensure that  information  required to be  disclosed  in our  periodic SEC
filings is accumulated and  communicated to our management,  including our Chief
Executive Officer,  to allow timely decisions regarding required disclosure as a
result of the  deficiency  in our  internal  control  over  financial  reporting
discussed below.

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

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

                                      -25-
<PAGE>

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 March 31, 2011,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                           PART II - OTHER INFORMATION

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

None.

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

None.

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

During the period  January 1, 2011 through March 31, 2011 the Company issued the
following equity securities;

On  February  10,  2011,  the  Company  issued  common  shares  to  settle  some
outstanding  liabilities  and for  shares  owed  under  services  agreements  as
follows;

         Cameron  Associates,  an investor relations firm pursuant to a contract
         signed December 8, 2009 under which Cameron was due $5,000 per month in
         cash  compensation  settled  $20,000 for 76,923 shares of the Company's
         common stock,

         Theodore A. Greenberg,  CFO of the Company, settled $100,000 in accrued
         salary and $25,000 due to him for services prior to joining the Company
         for 480,770 common shares of the Company.

                                      -26-



<PAGE>

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 February  14, 2011  155,001  shares of common stock were issued for the sixth
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  155,001 warrants to purchase the Company's stock at 50 cents per share
which expire  February 14, 2016 and 155,001  warrants to purchase the  Company's
stock at 37 cents per share which expired March 15, 2011 without exercise.

On March 9, 2011  153,848  shares of common  stock were  issued for the  seventh
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  153,848 warrants to purchase the Company's stock at 50 cents per share
which expire March 9, 2016 and 153,848  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 March 31, 2011 is $193,612
(including  $54,092  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.

                                      -27-


<PAGE>

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




































                                      -28-
<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




























                                      -29-