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, 2014

                                     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           (I.R.S. Employer Identification No.)
  of 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[_X_]                   No[__]

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[_X_]                   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 May 14, 2014, the number of shares  outstanding of the registrant's  class
of common stock was 76,853,464.

<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements                                                 2

         Condensed Consolidated Balance Sheets (Unaudited) as of
         March 31, 2014 and June 30, 2013                                    3

         Condensed Consolidated Statements of Operations (Unaudited)
         for the Nine Months and Three Months Ended March 31, 2014
         and 2013                                                            4

         Condensed Consolidated Statements of Cash Flows (Unaudited)
         for the Nine Months Ended March 31, 2014 and 2013                   5

         Notes to Condensed Consolidated Financial Statements (Unaudited)    6

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                               13

Item 3. Quantitative and Qualitative Disclosures About Market Risk          19

Item 4. Controls and Procedures                                             19

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                   21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds         21

Item 3. Defaults upon Senior Securities                                     21

Item 4. Mine Safety Disclosures                                             21

Item 5. Other Information                                                   21

Item 6. Exhibits                                                            21

Signatures                                                                  22



                                      -1-
<PAGE>
                          PART I. FINANCIAL INFORMATION

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


















































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

                                                                                          March                 June
                                                                                        31, 2014              30, 2013
                                                                                     ----------------    -------------------
<S>                                                                                  <C>                 <C>
Assets

Current Assets

         Cash and Cash Equivalents                                                   $       102,015     $          116,372
         Restricted Cash                                                                     117,234                 47,984
         Accrued Commissions Receivable                                                        2,000                 32,035
         Accounts Receivable                                                                  61,479                 26,114
         Prepaid Expenses                                                                      3,616                      -
         Assets of Discontinued Operations                                                    97,521                 76,384
                                                                                     ----------------    -------------------

                Total  Current Assets                                                        383,865                298,889

Property and Equipment, Net                                                                   19,017                 23,045
Intangible Assets, Net                                                                       236,500                286,000
Goodwill                                                                                   2,027,564              2,027,564
Assets of Discontinued Operations                                                                  -                225,285
                                                                                     ----------------    -------------------

                Total Assets                                                         $     2,666,946     $        2,860,783
                                                                                     ================    ===================


Liabilities and Stockholders' Equity

Current Liabilities

         Accounts Payable                                                            $       199,095     $          511,234
         Accrued Expenses and Refunds                                                        625,389                367,752
         Deferred Revenue                                                                     93,283                  6,195
         Due to Related Parties                                                              768,125                924,057
         Liabilities of Discontinued Operations                                              220,424                330,339
                                                                                     ----------------    -------------------

                Total Current Liabilities                                                  1,906,316              2,139,577
                                                                                     ----------------    -------------------

                Total Liabilities                                                          1,906,316              2,139,577
                                                                                     ----------------    -------------------

Stockholders' Equity

         Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued                      -                      -
         Common Stock, Par Value $0.001, 100,000,000 authorized,
                76,853,464 and 86,986,939 issued and outstanding respectively                 76,853                 86,987
         Paid in Capital                                                                   3,817,751              3,880,469
         Accumulated Deficit                                                              (3,031,116)            (3,143,392)
         Accumulated Other Comprehensive Loss                                               (102,858)              (102,858)
                                                                                     ----------------    -------------------

                Total Stockholders' Equity                                                   760,630                721,206
                                                                                     ----------------    -------------------

Total Liabilities and Stockholders' Equity                                           $     2,666,946     $        2,860,783
                                                                                     ================    ===================
</TABLE>


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

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                   30DC, INC. AND SUBSIDIARY
                                        Condensed Consolidated Statements of Operations
                                                           Unaudited


                                                          For the Three Months Ended             For the Nine Months Ended
                                                                   March 31,                             March 31,
                                                          2014                 2013               2014              2013
                                                     ----------------    ------------------   --------------    --------------
<S>                                                  <C>                 <C>                  <C>               <C>
Revenue

        Commissions                                  $        26,912     $          31,242    $      58,642     $     192,532
        Subscription Revenue                                       -                 1,369                -            14,670
        Products and Services                                238,701               213,351        2,357,597           619,068
        Seminars and Mentoring                                     -                 5,500                -           232,584
                                                     ----------------    ------------------   --------------    --------------

                   Total Revenue                             265,613               251,462        2,416,239         1,058,854

Operating Expenses                                           495,263               464,151        2,393,869         1,531,961
                                                     ----------------    ------------------   --------------    --------------

Operating Income (Loss)                                     (229,650)             (212,689)          22,370          (473,107)

Other Income

        Forgiveness of Debt                                        -                 4,715           93,513            13,461
                                                     ----------------    ------------------   --------------    --------------

                   Total Other Income                              -                 4,715           93,513            13,461
                                                     ----------------    ------------------   --------------    --------------

Income (Loss) From Continuing Operations                    (229,650)             (207,974)         115,883          (459,646)

Income (Loss) From Discontinued Operations                    11,380                68,878           (3,607)           87,314
                                                     ----------------    ------------------   --------------    --------------

Net Income (Loss)                                    $      (218,270)    $        (139,096)   $     112,276     $    (372,332)
                                                     ================    ==================   ==============    ==============

Weighted Average Common Shares Outstanding
Basic                                                     83,658,797            86,931,169       86,052,421        81,236,894
Diluted                                                   83,658,797            86,931,169       86,985,754        81,236,894
Earnings Per Common Share  (Basic)
     Continuing Operations                           $         (0.00)    $           (0.00)   $        0.00     $       (0.01)
     Discontinued Operations                                    0.00                  0.00            (0.00)             0.00
Net Income (Loss) Per Common Share                   $         (0.00)    $           (0.00)   $        0.00     $       (0.00)

Earnings Per Common Share  (Diluted)
     Continuing Operations                           $         (0.00)    $           (0.00)   $        0.00     $       (0.01)
     Discontinued Operations                                    0.00                  0.00            (0.00)             0.00
Net Income (Loss) Per Common Share                   $         (0.00)    $           (0.00)   $        0.00     $       (0.00)
</TABLE>

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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                               30DC, INC. AND SUBSIDIARY
                                    Condensed Consolidated Statements of Cash Flows
                                              Nine Months Ended March 31
                                                       Unaudited
                                                                                        2014               2013
                                                                                   ---------------    ----------------

<S>                                                                                <C>                <C>
Cash Flows from Operating Activities:
    Net Income (Loss)                                                              $      112,276     $      (372,332)
    (Income) Loss From Discontinued Operations                                              3,607             (87,314)

     Adjustments to Reconcile Loss from Continuing Operations
     to Net Cash Provided By (Used) In Operations
        Depreciation and Amortization                                                      60,965              46,891
        Equity Based Payments To Non-Employees                                                  -              47,000
        Equity Based Payments To Employees                                                 58,383             128,864
        Gain on Debt Forgiveness                                                          (93,513)            (13,461)

     Changes in Operating Assets and Liabilities
        Restricted Cash                                                                   (69,250)            (41,501)
        Accrued Commissions Receivable                                                     30,035             (10,692)
        Accounts Receivable                                                               (35,365)            124,741
        Prepaid Expenses                                                                   (3,616)                  -
        Accounts Payable                                                                 (170,626)             26,880
        Accrued Expenses and Refunds                                                      257,637            (817,570)
        Deferred Revenue                                                                  106,008            (189,869)
        Due to Related Parties                                                           (155,932)            176,803
                                                                                   ---------------    ----------------

                  Net Cash Provided By (Used in) Operating Activities                     100,609            (981,560)
                                                                                   ---------------    ----------------

Cash Flows from Investing Activities
        Purchases of Property and Equipment                                                (7,438)            (11,505)
                                                                                   ---------------    ----------------

                  Net Cash Used in Investing Activitities                                  (7,438)            (11,505)
                                                                                   ---------------    ----------------

Cash Flows from Discontinued Operations
        Cash Flows From Operating Activities                                             (106,559)             87,163
                                                                                   ---------------    ----------------

                  Net Cash Used in Discontinued Operations                               (106,559)             87,163
                                                                                   ---------------    ----------------

Increase (Decrease) in Cash and Cash Equivalents                                          (13,388)           (905,902)
Cash Transferred In Divestiture                                                              (969)
Cash and Cash Equivalents - Beginning of Period                                           116,372           1,030,967
                                                                                   ---------------    ----------------

Cash and Cash Equivalents - End of Period                                          $      102,015     $       125,065
                                                                                   ===============    ================

Supplemental Disclosures of Non Cash Financing Activity Cash paid
 during the period for:
        Interest                                                                   $       33,868     $         2,290
        Income taxes                                                                        2,936               1,236

Common Stock Issued to Settle Liabilities                                          $      104,690     $             -

Common Stock Redeemed For Divestiture                                              $      207,335     $             -

Common Stock Issued for Asset Acquisition:

        Customer Lists                                                             $            -     $        75,000
        Software                                                                                -             255,000
        Goodwill                                                                                -             748,989
</TABLE>

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

                                      -5-
<PAGE>

                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

NOTE 1. 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,  2014 or any other
period.  In addition,  the balance  sheet data at June 30, 2013 was derived from
the audited financial  statements but does not include all disclosures  required
by GAAP and has been  adjusted to  reclassify  the  divested  operations  of the
Immediate  Edge  (see  note  4)  in  assets  and   liabilities  of  discontinued
operations;  such adjustment has not been audited. This Form 10-Q should be read
in conjunction with the Audited Financial Statements for the year ended June 30,
2013  included in the  Company's  annual  report on Form 10-K which was filed on
December 23, 2013 and amended on March 26, 2014 and April 4, 2014.

The unaudited condensed  consolidated  financial statements include the accounts
of 30DC,  Inc.,  (f/k/a Infinity  Capital Group,  Inc.) and its subsidiary 30DC,
Inc., Delaware, ("30DC DE").

REVENUE RECOGNITION

The Company offers  customers the option to purchase its digital  products for a
single payment or for a higher price consisting of a down payment and additional
payments over a period of time which can be as long as one year. Pursuant to ASC
605 the Company has  determined  that  revenue is  realizable  and the  earnings
process is complete and the four criteria for revenue  recognition stated in SAB
Topic 13 are met at the time of the initial purchase.  Accordingly,  the Company
deems the sale to have occurred at the time of initial  purchase and records the
full amount paid and/or due from a customer as revenue.  Typically customers are
offered a period to review the  product  and request a refund and if a refund is
requested the company reverses the revenue which was recorded at the time of the
sale. The Company  records a liability for future refunds and reduces revenue by
that amount. If a customer defaults on an additional payment, the customer loses
access to the digital  product.  Based upon its past  experience  with  extended
payment plans, the Company has estimated the number of future defaulted payments
and has reduced revenue and accounts receivable by that amount.

For an additional charge, the Company offers customers  ancillary services which
are  not  required  to be  purchased  with a  product.  These  services  include
additional  technical  support and/or  specific  product  services.  The Company
recognizes  revenue when the service is completed;  receipts for services  which
have not been completed are included in deferred revenue.

NET INCOME OR LOSS PER SHARE

The Company  computes  net income or loss per share in  accordance  with ASC 260
"Earnings  per  Share."  Under ASC 260,  basic  net  income or 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,
includes 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.  In computing diluted earnings per
share for the nine month period  ended March 31, 2014,  the Company has included
as  outstanding  2,000,000  options which are  exercisable  and have an exercise
price below the market price for the  Company's  shares.  For all other  periods
presented,  inclusion  of  additional  shares  would  be  anti-dilutive  and  no
adjustment to outstanding  shares has been made to compute diluted  earnings per
share.

                                      -6-
<PAGE>
                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

NOTE 2. GOING CONCERN
---------------------

The  condensed  consolidated  financial  statements  have  been  prepared  using
accounting  principles  generally  accepted  in the  United  States  of  America
applicable  for a going  concern which assumes that the Company will realize its
assets and discharge its liabilities in the ordinary  course of business.  As of
March 31,  2014,  the Company  had a working  capital  deficit of  approximately
$1,522,000 and had  accumulated  losses of  approximately  $3,031,000  since its
inception.  The  Company's  ability to continue as a going  concern is dependent
upon its ability to obtain the  necessary  financing or to earn profits from its
business operations to meet its obligations and pay its liabilities arising from
normal business operations when they come due. In May 2012, the Company launched
MagCast which the Company expects to be an integral part of its businesses on an
ongoing basis.  MagCast is being sold through an affiliate network which expands
the  Company's  selling  capability  and has a broad  target  market  beyond the
Company's  traditional  customer  base. In August 2013,  the Company  relaunched
MagCast with a large-scale  promotion for which  approximately 75% of sales were
through marketing affiliates which are unrelated parties who earn commissions by
referring  customers  to the  Company.  The  Company  does not  expect to have a
promotion  of this scale  more than once per year.  Until the  Company  achieves
sustained  profitability  it 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. These  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  These condensed  consolidated  financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going concern.

NOTE 3. DIVESTITURE
-------------------

Effective  February 28, 2014, the Company  divested assets and liabilities  that
made up its Immediate Edge subscription business ("Edge") to Raine Ventures, LLC
("Raine")  in exchange for the  10,560,000  common  shares of the Company  which
Raine had held. Included with the Edge business was cash of approximately $1,000
and  intangible  assets  including  goodwill of  approximately  $225,000.  Raine
assumed  liability for deferred  revenue of approximately  $19,000.  The Company
recorded zero gain or loss on the  divestiture.  Operating  results for the Edge
have been  reclassified as discontinued  operations for each period presented in
these  financial  statements  (see note 5). Raine had been party to a contractor
agreement with the Company which had expired in 2012 and was extended on a month
to month basis and was terminated concurrent with the divestiture.

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

In October  2012 the Company  reached an  agreement  for the Company to purchase
Netbloo's  50% interest in the MagCast JV Agreement and Market Pro Max an online
marketing  platform  that allows anyone to create  digital  products and quickly
build a  variety  of  eCommerce  marketing  websites  for a  purchase  price  of
13,487,363  shares of the Company's common stock.  Netbloo received a three year
contractor  agreement with annual  compensation  of $300,000 which is payable in
monthly installments of $25,000 and may be terminated after two years subject to
a six month termination  payment. The contractor agreement was effective October
1, 2012 and final documents were signed on December 31, 2012.

                                      -7-
<PAGE>
                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

The following  unaudited  consolidated pro forma information gives effect to the
Netbloo acquisition 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.

                                                        Nine Months Ended
                                                          March 31, 2013
                                                           (Unaudited)
                                                      -----------------------
Revenues                                              $            1,074,612
Operating Expenses                                                 1,601,513
Other Income                                                          13,461
                                                      -----------------------
Loss from Continuing Operations                                    (513,440)
 Income from Discontinued Operations                                  87,314
                                                      -----------------------
Net Loss                                              $            (426,126)
                                                      =======================
Basic and Diluted Loss Per Share                      $               (0.00)
Weighted Average Shares Outstanding - Basic
& Diluted                                                         86,987,648

NOTE 5. DISCONTINUED OPERATIONS
-------------------------------

The  Company  has  included  two  businesses  in  discontinued  operations;  the
Immediate Edge business which was divested effective February 28, 2014 (see note
3) and the business of Infinity which was discontinued  after the share exchange
with  30DC DE on  September  10,  2010.  Prior to the share  exchange,  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.  Investment
companies  report  assets at fair value and the Company has  continued to report
investment assets in discontinued operations on this basis.
<TABLE>
<CAPTION>
Results of Discontinued Operations for the

                                                 NINE MONTHS ENDED MARCH 31, 2014              NINE MONTHS ENDED MARCH 31, 2013
                                              IMMEDIATE EDGE   INFINITY       TOTAL        IMMEDIATE EDGE     INFINITY       TOTAL
                                             ------------------------------------------   ------------------------------------------
<S>                                          <C>              <C>         <C>             <C>              <C>           <C>
Revenues                                     $    266,495     $      -    $  266,495      $     371,472    $        -    $  371,472
Operating expenses                                287,017        8,943       295,960            322,776        11,455       334,231
Income (Loss) from operations                     (20,522)      (8,943)      (29,465)            48,696       (11,455)       37,241
Forgiveness of debt                                     -          796           796                  -             -             -
Realized gain on marketable securities                  -            -             -                  -        35,645        35,645
Unrealized gain on marketable securities                -       25,062        25,062                  -        14,428        14,428
                                             ------------------------------------------   ------------------------------------------

Net Income (Loss)                            $    (20,522)    $ 16,915    $   (3,607)     $      48,696     $  38,618    $   87,314
                                             ==========================================   ==========================================


                                                    THREE MONTHS ENDED MARCH 31, 2014          THREE MONTHS ENDED MARCH 31, 2013
                                              IMMEDIATE EDGE   INFINITY        TOTAL       IMMEDIATE EDGE     INFINITY       TOTAL
                                             ------------------------------------------   ------------------------------------------
Revenues                                     $     72,360     $      -    $   72,360      $     126,705     $       -    $  126,705
Operating expenses                                 65,921        2,746        68,667            105,419         3,314       108,733
Income (Loss) from operations                       6,439       (2,746)        3,693             21,286        (3,314)       17,972
Realized gain on marketable securities                  -            -             -                  -        35,645        35,645
Unrealized gain on marketable securities                -        7,687         7,687                  -        15,261        15,261
                                             ------------------------------------------   ------------------------------------------

Net Income (Loss)                            $      6,439     $  4,941    $   11,380      $      21,286     $  47,592    $   68,878
                                             ==========================================   ==========================================
</TABLE>

                                      -8-
<PAGE>
                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

<TABLE>
<CAPTION>
Assets and Liabilities of Discontinued Operations as of

                                                             MARCH 31, 2014                              JUNE 30, 2013
                                             IMMEDIATE EDGE    INFINITY       TOTAL      IMMEDIATE EDGE     INFINITY       TOTAL
                                             --------------    --------       -----      --------------     --------       -----
<S>                                          <C>              <C>           <C>           <C>             <C>           <C>
Assets

Cash                                         $         -      $       -     $        -    $       278     $        -    $      278
Prepaid expenses                                       -              -              -          3,648              -         3,648
Marketable securities                                  -         97,521         97,521              -         72,458        72,458
                                             ------------------------------------------   -----------------------------------------

Total Current Assets                                   -         97,521         97,521          3,926         72,458        76,384

Goodwill                                               -              -              -        225,285              -       225,285
                                             ------------------------------------------   -----------------------------------------

Total Assets of Discontinued Operations      $         -      $  97,521     $   97,521    $   229,211     $   72,458    $  301,669
                                             ==========================================   =========================================

LIABILITIES

Accounts payable                             $         -      $  72,657     $   72,657    $     3,060     $   80,028    $   83,088
Accrued expenses                                       -         60,717         60,717          6,467         67,375        73,842
Deferred revenue                                       -              -              -         17,454              -        17,454
Notes payable                                          -         66,050         66,050              -        102,020       102,020
Due to related parties                                 -         21,000         21,000              -         53,935        53,935
                                             ------------------------------------------   -----------------------------------------

Total Liabilities of Discontinued Operations $         -      $ 220,424     $  220,424    $    26,981     $  303,358    $  330,339
                                             ==========================================   =========================================
</TABLE>


Notes Payable

Included in  liabilities of  discontinued  operations at March 31, 2014 and June
30, 2013 are $66,050 and $102,051 respectively (including $-0- and $31 in due to
related parties  respectively) in notes payable plus related accrued interest of
which are all in default for lack of repayment by their due date.

For the nine months ended March 31, 2014 and March 31, 2013 the Company incurred
interest  expense on notes  payable of $7,764 and $9,960  respectively  which is
included in the  Statement of Operations  under income (loss) from  discontinued
operations.

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

At March  31,  2014,  due to  related  parties  totaled  $768,125.  This  mainly
consisted  of  $30,915  due to  Netbloo  for  earnings  from  the  collaborative
arrangement  prior to 30DC  acquiring  Netbloo's  50% interest in the MagCast JV
(note 4),  $25,000 due to Netbloo  under  their  contractor  agreement,  $66,500
accrued for directors' fees for services of non-executive directors and $640,000
due to Theodore A. Greenberg, CFO and director, for compensation.

NOTE 7. INCOME TAXES
--------------------

As of June 30, 2013,  the Company had net operating  loss  carryovers for United
States income tax purposes of approximately $1,277,400, which begin to expire in
2030. For income tax purposes,  net income for the nine month period ended March
31, 2014 is completely offset by the net operating loss carryovers;  accordingly
no income tax  provision has been  provided.  For future  periods,  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.



                                      -9-
<PAGE>
                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

NOTE 8. STOCKHOLDERS' EQUITY
----------------------------

COMMON STOCK

During the nine months ended March 31, 2014,  the Company issued common stock as
follows:

300,000  shares of common  stock to Michael A.  Littman as payment  for  $78,000
included in accounts  payable.  The Company  recorded  $30,000 of forgiveness of
debt for this transaction  which is included as other income in the Statement of
Operations.  Mr. Littman is an attorney who has provided services to the Company
and who provided services to Infinity prior to the share exchange.

The Company  also  recorded  $57,253 of  forgiveness  of debt for  reduced  cash
payment of $95,453 ($96,500 AUD) over a 10 month period to settle an outstanding
liability of $152,706 to an Australian law firm which originated prior to 30DC's
transaction  with  Infinity  in 2010 and was  previously  included  in  accounts
payable.  The Company also recorded  $6,260 of  forgiveness  of debt for reduced
cash  payment  to settle  final  payment  due the  Company's  prior  independent
auditing firm. The prior auditing firm also performed services to enable issuing
an opinion for the June 30, 2012  comparative  year  included with the Company's
June 30, 2013 Form 10K for which,  as part of the  settlement of the amount due,
no fees were charged.

26,525  shares of common  stock to a creditor as full payment for a note payable
and accrued interest  totaling $6,896.  The Company recorded $796 of forgiveness
of debt for this transaction  which is included in the  Discontinued  Operations
section of the Statement of Operations.

100,000  shares of common stock to a creditor as full payment for a note payable
and accrued interest totaling $19,794. The Company recorded $2,206 in additional
interest  expense for this  transaction  which is  included in the  Discontinued
Operations section of the Statement of Operations.

During the nine months ended March 31, 2014, the Company  redeemed  common stock
as follows:

Effective  February 28, 2014, the Company  divested assets and liabilities  that
made up its Immediate Edge subscription business ("Edge") to Raine Ventures, LLC
("Raine")  in exchange for the  10,560,000  common  shares of the Company  which
Raine had held and which the Company has retired.  The Company  reported no gain
or loss on the  divestiture,  accordingly the redeemed shares were valued at the
$207,335 net book value of the divested assets and liabilities.

WARRANTS

Information relating to outstanding warrants is as follows:

                                                                     Weighted
                                                     Weighted         Average
                                      Number         Average         Remaining
                                        of           Exercise        Contract
                                      Shares          Price        Life (years)
                                   --------------------------------------------
Outstanding warrants at 06/30/13       3,401,522        $ 0.50            2.30
Granted                                        -             -               -
Exercised                                      -             -               -
Forfeited/expired                              -             -               -
Outstanding warrants at 3/31/14        3,401,522          0.50            1.55

Exercisable on 3/31/14                 3,401,522          0.50            1.55


                                      -10-
<PAGE>
                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

The aggregate intrinsic value of warrants  outstanding and exercisable was $0 at
March 31, 2014. Total intrinsic value of warrants exercised was $0 for the three
months ended March 31, 2014 as no warrants were exercised during this period.

NOTE 9. STOCK BASED COMPENSATION PLANS
--------------------------------------

The  Company  follows  FASB  Accounting   Standards   Codification   No.  718  -
Compensation - Stock  Compensation  for share based  payments to employees.  The
Company follows FASB Accounting  Standards  Codification No. 505 for share based
payments to Non-Employees.

The Company  recognized  expense in the amount of $58,383 and  $128,864  for the
nine months ended March 31, 2014 and March 31, 2013  respectively and $8,855 and
$24,764  for  the  three  months  ended  March  31,  2014  and  March  31,  2013
respectively  for  options  granted in prior  periods the cost of which is being
recorded on a straight-line  basis over the vesting period.  There was no impact
on the Company's cash flow.

Further information relating to stock options is as follows:

                                                                     Weighted
                                                     Weighted        Average
                                      Number         Average        Remaining
                                        of           Exercise        Contract
                                      Shares          Price        Life (Years)
                                   -------------------------------------------
Outstanding options at 06/30/13     3,600,000        $ 0.18            8.61
Granted                                     -             -               -
Exercised                                   -             -               -
Forfeited/expired                           -             -               -
Outstanding options at 3/31/14      3,600,000          0.18            7.86

Exercisable on 3/31/14              2,600,000          0.22            7.60

The options have a contractual term of ten years. The aggregate  intrinsic value
of options  outstanding  and  exercisable  was $40,000 at March 31, 2014.  Total
intrinsic value of options exercised was $0 for the three months ended March 31,
2014 as no options were exercised during this period.

At March 31, 2014,  shares available for future stock option grants to employees
and directors under the 2012 Stock Option Plan were 4,500,000.


                                      -11-
<PAGE>
                           30DC, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2014
                                   (UNAUDITED)

NOTE 10. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
----------------------------------------------------

                                       Nine Months Ended      Nine Months Ended
                                         March 31, 2014         March 31, 2013
                                      -------------------    -------------------


Related Party Contractor Fees (1)     $          488,813     $          516,691
Officer's Salary                                 179,191                214,432
Directors' Fees                                  111,691                 64,432
Independent Contractors                          365,244                236,276
Commission Expense                               771,862                147,975
Professional Fees                                135,500                128,851
Credit Card Processing Fees                      115,629                 22,225
Telephone and Data Lines                          26,475                 47,480
Other Operating Costs                            199,464                153,599
                                      -------------------    -------------------

Total Operating Expenses              $        2,393,869     $        1,531,961
                                      ===================    ===================

---------------------------------------------------------------------

(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, GHL Group, Ltd., whose President, Gregory H. Laborde is a Director
     and  Netbloo  which  was the  joint  developer  of the  MagCast  Publishing
     Platform

                                       Three Months Ended    Three Months Ended
                                         March 31, 2014        March 31, 2013
                                      --------------------  --------------------


Related Party Contractor Fees (1)     $          163,147    $          170,792
Officer's Salary                                  54,427                62,382
Directors' Fees                                   31,927                12,382
Independent Contractors                          118,777                84,407
Commission Expense                                16,945                30,300
Professional Fees                                 34,126                33,410
Credit Card Processing Fees                       10,353                 6,958
Telephone and Data Lines                           9,656                12,286
Other Operating Costs                             55,905                51,234
                                      -------------------  --------------------

Total Operating Expenses              $          495,263   $           464,151
                                      ===================  ====================

-----------------------------------

(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, GHL Group, Ltd., whose President, Gregory H. Laborde is a Director
     and  Netbloo  which  was the  joint  developer  of the  MagCast  Publishing
     Platform

                                      -12-
<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.  30 Day Challenge began in
2005 by offering a free online ecommerce training program.  Immediate Edge began
in 2007  offering 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  Edward  Dale was  appointed  to the
Infinity Board of Directors and named Chief Executive  Officer of Infinity which
was subsequently renamed 30DC, Inc. (Maryland) ("30DC").  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.

In May of 2012 the Company  signed a Joint Venture  Agreement  ("JV  Agreement")
with Netbloo Media. Ltd. for the MagCast Publishing  Platform  ("MagCast") which
was  jointly  developed.  MagCast  provides  customers  access to a  cloud-based
service to create an application  ("App") to publish a digital magazine on Apple
Corporation's online marketplace Apple Newsstand and includes executive training
modules as well as a three-month trial  subscription to the Company's  Immediate
Edge  subscription  product and other bonus products.  Under the terms of the JV
Agreement the Company was  responsible for marketing,  sales and  administration
and Netbloo was responsible for product development. MagCast was launched in May
2012  and  a  majority  of  sales  were  the  result  of   affiliate   marketing
relationships  which  resulted in  commissions of 50% of gross revenue for those
sales to the affiliate  responsible  for the sale. All MagCast sales revenue was
recorded gross by the Company and commission expense was recorded for the amount
due to Netbloo  which was 50% of revenue  reduced by affiliate  commissions  and
other allowable costs.

                                      -13-
<PAGE>

In October  2012 the Company  reached an  agreement  to purchase  Netbloo's  50%
interest in the MagCast JV Agreement  and Market Pro Max, a product  which helps
companies run online  information  businesses for a purchase price of 13,487,368
shares of the Company's  common stock.  Netbloo received a three year contractor
agreement  with  annual  compensation  of  $300,000  which is payable in monthly
installments  of $25,000 and may be terminated  after two years subject to a six
month  termination  payment.  The contractor  agreement was effective October 1,
2012 and final documents were signed on December 31, 2012.

The Company has continued to update the MagCast  platform and released version 4
in the  summer of 2013  which  enabled  customers  to offer a  version  of their
magazine  tailored for the IPhone  which  significantly  expanded the  potential
number of magazine readers.  In February 2014, the Company released a version of
MagCast which enabled customers to offer a version of their magazine for devices
using an Android  operating  system  further  expanding the potential  number of
magazine readers.  The Company now offers ancillary services to assist customers
in creating  their Apps and provides  customers  with training in developing and
marketing their digital publications.

Effective  February 28, 2014, the Company  divested assets and liabilities  that
made up its Immediate Edge subscription business ("Edge") to Raine Ventures, LLC
("Raine")  in exchange for the  10,560,000  common  shares of the Company  which
Raine had held. The Company recorded zero gain or loss on the divestiture. Raine
had been party to a contractor  agreement  with the Company which had expired in
2012 and was  extended on a month to month basis and was  terminated  concurrent
with the divestiture.

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

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,  2014  COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2013.

During the three months ended March 31, 2014, 30DC, Inc.  recognized revenues of
$265,613 from continuing operations compared to $251,462 during the three months
ended  March  31,  2013.  Revenues  from  continuing  operations  were  from the
following sources during the three months ended March 31, 2014 compared to March
31, 2013.
                              Three Months       Three Months
                                  Ended              Ended          Increase or
                             March 31, 2014     March 31, 2013       (Decrease)
                           ----------------- ------------------- ---------------
Revenue
  Commissions              $         26,912  $           31,242  $       (4,330)
  Subscription Revenue                    -               1,369          (1,369)
  Products and Services             238,701             213,351          25,350
  Seminars and Mentoring                  -               5,500          (5,500)
                           ----------------- ------------------- ---------------
   Total Revenues          $        265,613  $          251,462  $       14,151


The $25,350  increase in products and services revenue was mainly due to $14,927
in sales of new  products  and  $14,955  in  revenue  recognized  for  technical
services related to the MagCast Publishing Platform.

                                      -14-
<PAGE>

During the three months ended March 31, 2014, the Company  incurred  $495,263 in
operational  expenses for continuing  operations compared to $464,151 during the
three months ended March 31, 2013.  Operational expenses during the three months
ended March 31, 2014 and 2013, include the following categories:

                              THREE MONTHS ENDED  THREE MONTHS ENDED INCREASE OR
                                MARCH 31, 2014      MARCH 31, 2013     DECREASE
                              ------------------  ------------------ -----------
Accounting Fees               $         22,805    $         25,000   $   (2,195)
Credit Card Processing Fees             10,353               6,958        3,395
Commissions                             16,945              30,301      (13,356)
Independent Contractors                118,777              84,407       34,370
Depreciation and Amortization           19,957              20,902         (945)
Directors Fees                          31,927              12,382       19,545
Internet Expenses                       13,905               6,747        7,158
Legal Fees                              11,321               8,410        2,911
Officer's Salaries                      54,427              62,382       (7,955)
Related Party Contractors              163,147             170,792       (7,645)
Telephone and Data Lines                 9,656              12,286       (2,630)
Travel & Entertainment                   2,814               4,140       (1,326)
Other Operating Expenses                19,229              19,444         (215)
                              ------------------  ------------------ -----------

Total Operating Expenses      $        495,263    $        464,151   $   31,112
                              ==================  ================== ===========

The  decrease  of $13,356 in  commissions  resulted  from the fact that a higher
percentage of sales in the March 2013 quarter were through  marketing  affiliate
relationships.

The  increase of $34,370 in  independent  contractors  is  primarily  due to the
approximately  $8,000 for a contractor who helped during the annual  offering of
the free  Challenge  program and was retained for part of the quarter to work on
additional  development  projects,  $18,000  for  Clinton  Carey,  former  Chief
Operating  Officer of the Company who is helping shape sales  strategy to extend
marketing of MagCast outside the Company's traditional customer base, and $5,000
for an analysis by a strategic marketing consultant.

The increase of $19,545 in  directors'  fees results from $27,500 for  directors
fee  resulting  from  the  Company's  board  approval  of  directors'  fees  for
non-executive  directors  in the total  amount of $110,000 per year in September
2013  offset by a decrease  of $7,955 in the charge  for  amortization  of stock
option expense over the vesting period,  for stock options  previously issued to
Henry  Pinskier,  the Company's  board chair, in the March 2014 quarter from the
amount in the March 2013 quarter.

During the three months ended March 31, 2014, the Company  recognized a net loss
from continuing operations of $229,650 compared to a net loss of $207,974 during
the three  months  ended  March 31,  2013.  The  increased  loss of $21,676  was
primarily  due to the  increase in operating  expenses of $31,112  offset by the
increase in revenues of $14,151.

FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2014 COMPARED TO THE NINE MONTH PERIOD
ENDED MARCH 31, 2013.

During the nine months ended March 31, 2014, 30DC, Inc.  recognized  revenues of
$2,416,239 from  continuing  operations  compared to $1,058,854  during the nine
months ended March 31, 2013.  Revenues from continuing  operations were from the
following  sources during the nine months ended March 31, 2014 compared to March
31, 2013.

                                      -15-
<PAGE>

                           Nine Months Ended   Nine Months Ended    Increase or
                             March 31, 2014      March 31, 2013      (Decrease)
                          ------------------- ------------------- --------------
Revenue
  Commissions             $           58,642  $          192,532  $    (133,890)
  Subscription Revenue                     -              14,670        (14,670)
  Products and Services            2,357,597             619,068      1,738,529
  Seminars and Mentoring                   -             232,584       (232,584)
                          ------------------- ------------------- --------------
   Total Revenues         $        2,416,239  $        1,058,854  $   1,357,385
                          ------------------- ------------------- --------------

The Company  earns  commissions  for products sold by third parties to customers
referred by the Company.  The $133,890 decrease in commission revenue during the
nine months  ended March 31, 2014  compared to the nine months  ending March 31,
2013 was the result of commissions  earned from a successful third party product
in the 2013 period which did not repeat in 2014 period.

The  $1,738,529  increase in products and services  revenue was primarily due to
the approximately  $2,257,000 in sales of the MagCast Publishing Platform during
the nine months ended March 31, 2014, compared to the approximately  $588,000 in
MagCast  sales in the nine months  ended March 31, 2013.  The large  increase in
sales resulted from a relaunch  promotion in August 2013 of which  approximately
75% of sales where though marketing  affiliates  (unrelated entities) who earned
affiliate   commissions  and  affiliate  bonuses.  The  Company  has  no  future
relaunches planned during the remainder of the fiscal year ending June 30, 2014.

The $232,584  decrease in seminars and mentoring  income resulted from phase out
of the Company's  historic  mentoring  program at the end of December  2012. The
Company discontinued its historical mentoring program as of December 31, 2012 to
redirect  Company  resources  toward  products and  services  sales growth which
management believes has more potential for long-term growth than mentoring which
is labor intensive and does have the ability to leverage and scale.

During the nine months ended March 31, 2014, the Company incurred  $2,393,869 in
operational  expenses from continuing  operations  compared to $1,531,961 during
the nine  months  ended March 31,  2013.  Operational  expenses  during the nine
months ended March 31, 2014 and 2013, include the following categories:

                               NINE MONTHS ENDED  NINE MONTHS ENDED  INCREASE OR
                                 MARCH 31, 2014     MARCH 31, 2013     DECREASE
                               -----------------  -----------------  -----------
Accounting Fees                $          96,612  $          92,285  $    4,327
Credit Card Processing Fees              115,629             22,225      93,404
Commissions                              771,862            147,975     623,887
Independent Contractors                  365,244            236,276     128,968
Depreciation and Amortization             60,965             46,891      14,074
Directors Fees                           111,691             64,432      47,259
Internet Expenses                         30,386             23,602       6,784
Legal Fees                                38,888             36,566       2,322
Officer's Salaries                       179,191            214,432     (35,241)
Related Party Contractors                488,813            516,691     (27,878)
Telephone and Data Lines                  26,475             47,480     (21,005)
Travel & Entertainment                    47,982             26,501      21,481
Other Operating Expenses                  60,131             56,605       3,526
                               -----------------  -----------------  -----------

Total Operating Expenses       $       2,393,869  $       1,531,961  $  861,908
                               =================  =================  ===========

                                      -16-
<PAGE>

The  increase  of $93,404  in credit  card  processing  fees  resulted  from the
increase in sales of products and services of  approximately  $1,739,000  during
the nine months  ended March 2014  compared to the nine months ended March 2013.
Credit card fees on accounts  receivable  have been  accrued to match the period
the expense is recognized with the period the related income is recognized.

The increase of $623,887 in  commissions  resulted from the increase in sales of
products and services of approximately  $1,739,000  during the nine months ended
March 2014 compared to the nine months ended March 2013. Commissions on accounts
receivable  have been accrued to match the period the expense is recognized with
the period the related income is recognized.  Approximately  75% of sales during
the August 2013 MagCast relaunch were subject to marketing affiliate commissions
and  approximately  $126,000 in bonuses were earned by marketing  affiliates for
referral and sales  contests  during the relaunch.  Marketing  affiliates  refer
customers to the Company and earn  commissions if the customer makes a purchase;
marketing affiliates are not related to the Company.

The increase of $128,968 in  independent  contractors  is  primarily  due to the
approximately $30,000 increased cost for contractors for maintenance and support
of the MagCast Publishing Platform,  approximately $13,000 cost for an affiliate
manager who was  contracted  to help with the affiliate  program  related to the
MagCast promotional relaunch,  approximately $29,000 for a contractor who helped
during  the annual  offering  of the free  Challenge  program  and was  retained
through  the quarter to work on  additional  development  projects,  $54,000 for
Clinton  Carey,  former  Chief  Operating  Officer of the Company who is helping
shape  sales  strategy to extend  marketing  of MagCast  outside  the  Company's
traditional  customer base,  approximately  $6,000 for investor relations costs,
$10,000 for an analysis by a strategic  marketing  consultant and a reduction of
approximately  $18,000 due to a favorable  change in exchange  rate reducing the
cost pay foreign contractors.

The  increase  of $14,074 in  depreciation  and  amortization  is due to $22,000
higher  amortization of intangible  assets from the asset acquisition in October
2012 in the nine month  period  ending  March 31,  2014  offset by a decrease in
depreciation of approximately $8,000 due to the end of depreciable life for some
of the Company's fixed assets.

The increase of $47,259 in  directors'  fees is due to $82,500 in director  fees
for the nine month period ended March 31, 2014 which resulted from the Company's
board September 2013 approval of directors' fees for non-executive  directors in
the total  amount of $110,000  per year,  offset by a decrease  from  $64,432 to
$29,191 in the amount of expense related to stock options  previously  issued to
Henry Pinskier,  a director and chairman of the Company which is being amortized
on a straight-line basis over the vesting period.

The decrease of $35,341 in officer's salaries results from a decrease of $64,432
to $29,191 in the amount of expense related to stock options  previously  issued
to Theodore A. Greenberg,  chief financial officer and a director of the Company
which is being amortized on a straight-line basis over the vesting period.

Related Party Contractor Fees consist of payments to Marillion Partnership under
the  contract  for services  which  includes  Edward Dale acting as 30DC's Chief
Executive Officer, the consulting contract with GHL Group, Ltd. whose President,
Gregory H.  Laborde is a Director of the Company  and a services  contract  with
Netbloo  Media,  Ltd.  which was the joint  developer of the MagCast  Publishing
Platform.  The $27,878 net decrease  results  primarily from a $40,000  one-time
bonus  awarded  to the  Marillion  Partnership  upon  completion  of  the  asset
acquisition which included the remaining 50% of the MagCast Publishing  Platform
in the nine months  ended March 31,  2013,  approximately  $36,000 less paid the
Marillion  Partnership  which resulted from a change in the AU/USD exchange rate
and approximately  $27,000 decrease in the amount paid to GHL, Group, Ltd. which
was due to $45,000 in stock  issued to GHL in the nine  months  ended  March 31,
2013 offset by  additional  cash  payments to GHL of  approximately  $18,000 and
$75,000 additional paid Netbloo which started in October 2012.

The $21,005  decrease in telephone  and date lines expense is primarily due to a
decrease in the contracted amount with Telstra AU.

                                      -17-
<PAGE>

Travel and  Entertainment  increased  by  $21,481  due to a  company-wide  group
meeting and travel to an investor conference,  both in November 2013 offset by a
number of trips by Edward Dale in the nine month  period ended March 31, 2013 to
present and sell MagCast at conferences sponsored by affiliates.

During the nine months ended March 31, 2014,  the Company  recognized net income
from  continuing  operations  of $115,883  compared to a net loss of  ($459,646)
during  the nine  months  ended  March 31,  2013.  The  increased  net income of
$575,529 was primarily due to the increase in revenues of $1,357,385 and $80,052
additional  gain on  forgiveness  of debt offset by the  increase  in  operating
expenses of $861,908.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $102,015 at March 31, 2014 and the Company had
a working capital deficit of $1,522,451. To fund working capital for the next 12
months,  the  Company  expects to raise  capital  and to improve  the results of
operations  from increasing  revenue as well as a reduction in operating  costs.
Increased  revenue is expected to come from further sales of MagCast  Publishing
Platform,  an increase in monthly license subscriptions for Market Pro Max which
has not been extensively marketed and introduction of new products some of which
will be  extensions  of existing  product  lines.  The Company  intends to raise
capital,  however,  the  Company  has not  commenced  any  offerings  and cannot
guarantee that they will be successful in its capital  raising  efforts.  If the
results of operations and capital raised, if any, are not sufficient to fund the
company's  expenses  as they come due,  the  Company  will defer  amounts due to
related  parties  and to the extent  possible  utilize  shares of the Company to
satisfy its liabilities.

Included in liabilities of discontinued  operations at March 31, 2014 is $66,050
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, 2014, operating activities provided
the Company  with  $100,609.  During the nine month period ended March 31, 2013,
Company used  $981,560 in  operations.  The increase of  $1,082,169  provided by
operating  activities  was a  combination  of the increase of in net income from
continuing  operations of  approximately  $576,000,  and payment of  significant
accrued commissions from the June 2012 MagCast launch in the March 2013 period.

GOING CONCERN

The  condensed  consolidated  financial  statements  have  been  prepared  using
accounting  principles  generally  accepted  in the  United  States  of  America
applicable  for a going  concern which assumes that the Company will realize its
assets and discharge its liabilities in the ordinary  course of business.  As of
March 31,  2014,  the Company  has a working  capital  deficit of  approximately
$1,522,000 and has  accumulated  losses of  approximately  $3,031,000  since its
inception.  The  Company's  ability to continue as a going  concern is dependent
upon the ability of the  Company to obtain the  necessary  financing  or to earn
profits  from  its  business  operations  to meet  its  obligations  and pay its
liabilities  arising from normal business  operations when they come due. In May
2012 the  Company  launched  MagCast  which has become an  integral  part of its
businesses  on an ongoing  basis.  MagCast is being  sold  through an  affiliate
network which expands the Company's  selling  capability  and has a broad target
market  beyond  the  Company's  traditional  customer  base.  Until the  Company
achieves sustained profitability it 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. These  conditions

                                      -18-
<PAGE>

raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

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,  2014,  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  "internal  control over
financial  reporting" (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 period,  our "internal  control over financial  reporting" is
not effective due to the material  weaknesses  noted below, in ensuring that (i)
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded,  processed,  summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms and (ii) information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is  accumulated  and  communicated  to our
management,  including our principal executive and principal financial officers,
or  persons  performing  similar  functions,  as  appropriate  to  allow  timely
decisions regarding required disclosure.

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

     (2)  The  Company  has   installed   accounting   software   which  is  not
          comprehensive  and which 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.

                                      -19-

<PAGE>

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, 2014,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.






































                                      -20-
<PAGE>

                           PART II - OTHER INFORMATION


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

None.

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

During the period  January 1, 2014  through  March 31,  2014 the Company did not
issue any equity securities.

Effective  February 28, 2014 the Company redeemed  10,560,000  shares from Raine
Ventures,  Inc. as part of the  divestiture of the Immediate Edge business.  The
Company recognized no gain or loss from the divestiture.

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

Included in liabilities of discontinued  operations at March 31, 2014 is $66,050
in notes payable plus related  accrued  interest that are in default for lack of
repayment by their due date.

ITEM 4. MINE SAFETY DISCLOSURES
-------------------------------

Not Applicable.

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

None.

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

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

----------------- -- -----------------------------------------------------------
  EXHIBIT NO.                        DESCRIPTION
----------------- -- -----------------------------------------------------------
31.1                 Section 302 Certification - CEO
31.2                 Section 302 Certification - CFO
32.1                 Section 906 Certification - CEO
32.2                 Section 906 Certification - CFO
101.INS              XBRL Instance Document (1)
101.SCH              XBRL Taxonomy Extension Schema Document (1)
101.CAL              XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF              XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB              XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE              XBRL Taxonomy Extension Presentation Linkbase Document (1)
----------------- -- -----------------------------------------------------------

(1)  Pursuant to Rule 406T of  Regulation  S-T,  this  interactive  data file is
     deemed not filed or part of a  registration  statement  or  prospectus  for
     purposes of Sections 11 or 12 of the  Securities Act of 1933, is deemed not
     filed for  purposes of Section 18 of the  Securities  Exchange Act of 1934,
     and otherwise is not subject to liability under these sections.


                                      -21-
<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: May 14, 2014                         By:/s/ Edward Dale
                                            ------------------------------------
                                            Edward Dale
                                            Principal Executive Officer
                                            Chief Executive Officer
                                            President


Dated: May 14, 2014                         By:/s/ Theodore A. Greenberg
                                            ------------------------------------
                                            Theodore A. Greenberg,
                                            Principal Accounting Officer
                                            Chief Financial Officer






















                                      -22-