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



                                    FORM 10-K


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended June 30, 2012
                                      Or

[ ]     TRANSITION REPORT PURSUANT TO 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
  incorporation or organization                          Identification No.


              80 Broad Street, 5th Floor, New York, New York 10004
     ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:


                                                      Name of each exchange
 Title of each class registered                        on which registered
----------------------------------                   ------------------------
         Not Applicable                                   Not Applicable


           Securities registered pursuant to Section 12(g) of the Act:

                              COMMON STOCK, $0.001
                              --------------------
                                (Title of class)
<PAGE>

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

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 Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section  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 |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.                              |_|

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|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $8,306,558 as of December 31, 2011.

There were 86,931,169 shares outstanding of the registrant's  Common Stock as of
June 3, 2013.


<PAGE>
<TABLE>
<CAPTION>

                                        TABLE OF CONTENTS

                                              PART I

<S>            <C>                                                                           <C>
ITEM 1         Business                                                                       4
ITEM 1 A.      Risk Factors                                                                   10
ITEM 1 B.      Unresolved Staff Comments                                                      17
ITEM 2         Properties                                                                     17
ITEM 3         Legal Proceedings                                                              17
ITEM 4         Mine Safety Disclosures                                                        17

                                         PART II

ITEM 5         Market for Registrant's Common Equity, Related Stockholder Matters and         18
               Issuer Purchases of Equity Securities
ITEM 6         Selected Financial Data                                                        20
ITEM 7         Management's Discussion and Analysis of Financial Condition and Results of     20
               Operations
ITEM 7 A.      Quantitative and Qualitative Disclosures About Market Risk                     24
ITEM 8         Financial Statements and Supplementary Data                                    24
ITEM 9         Changes in and Disagreements with Accountants on Accounting and Financial      25
               Disclosure
ITEM 9 A.      Controls and Procedures                                                        25
ITEM 9 B       Other Information                                                              26

                                         PART III

ITEM 10        Directors, Executive Officers, and Corporate Governance                        26
ITEM 11        Executive Compensation                                                         30
ITEM 12        Security Ownership of Certain Beneficial Owners and Management and Related     37
               Stockholder Matters
ITEM 13        Certain Relationships and Related Transactions, and Director Independence      39
ITEM 14        Principal Accounting Fees and Services                                         40

                                         PART IV

ITEM 15        Exhibits, Financial Statement Schedules                                        41
SIGNATURES                                                                                    42
</TABLE>



                                               -3-
<PAGE>

NOTE ABOUT FORWARD-LOOKING STATEMENTS

THIS FORM 10-K CONTAINS FORWARD-LOOKING  STATEMENTS, SUCH AS STATEMENTS RELATING
TO OUR FINANCIAL CONDITION,  RESULTS OF OPERATIONS,  PLANS,  OBJECTIVES,  FUTURE
PERFORMANCE AND BUSINESS  OPERATIONS.  THESE  STATEMENTS  RELATE TO EXPECTATIONS
CONCERNING  MATTERS  THAT  ARE  NOT  HISTORICAL  FACTS.  THESE   FORWARD-LOOKING
STATEMENTS  REFLECT OUR CURRENT  VIEWS AND  EXPECTATIONS  BASED LARGELY UPON THE
INFORMATION  CURRENTLY  AVAILABLE  TO US AND ARE SUBJECT TO  INHERENT  RISKS AND
UNCERTAINTIES.  ALTHOUGH WE BELIEVE  OUR  EXPECTATIONS  ARE BASED ON  REASONABLE
ASSUMPTIONS,  THEY ARE NOT  GUARANTEES  OF  FUTURE  PERFORMANCE  AND THERE ARE A
NUMBER OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED BY SUCH  FORWARD-LOOKING  STATEMENTS.  BY MAKING
THESE  FORWARD-LOOKING  STATEMENTS,  WE DO NOT  UNDERTAKE  TO UPDATE THEM IN ANY
MANNER  EXCEPT AS MAY BE REQUIRED BY OUR  DISCLOSURE  OBLIGATIONS  IN FILINGS WE
MAKE WITH THE SECURITIES AND EXCHANGE  COMMISSION  UNDER THE FEDERAL  SECURITIES
LAWS.  OUR  ACTUAL  RESULTS  MAY  DIFFER  MATERIALLY  FROM  OUR  FORWARD-LOOKING
STATEMENTS.

                                     PART I

ITEM 1. BUSINESS
----------------

GENERAL

THE  FOLLOWING  IS A  SUMMARY  OF  SOME  OF THE  INFORMATION  CONTAINED  IN THIS
DOCUMENT. UNLESS THE CONTEXT REQUIRES OTHERWISE,  REFERENCES IN THIS DOCUMENT TO
"WE," "US," "OUR," "30DC," OR THE "COMPANY" ARE TO 30DC, INC.  UNLESS  OTHERWISE
INDICATED ALL AMOUNTS ARE UNITED STATES DOLLARS,

30DC, INC. F/K/A INFINITY CAPITAL GROUP, INC.

On September 10, 2010,  Infinity  Capital Group,  Inc., a Maryland  Corporation,
("Infinity")   entered  into  a  Plan  and  Agreement  of  Reorganization   (the
"Agreement")  with 30DC,  Inc.,  a  Delaware  corporation,  ("30DC  DE") and the
Shareholders of 30DC DE ("30DC DE Shareholders.")

Infinity was  incorporated  on July 8, 2003,  in Maryland.  Until  September 10,
2010, Infinity operated as a non-diversified  closed-end  management  investment
company  which  filed  a  notice  of  election  to be  regulated  as a  business
development  company  under  the  1940  Act,  when it  filed a  Notification  of
Withdrawal of Election to be Subject to Sections 55 through 65 of the Investment
Company  Act of 1940 on Form N-54C and as a result was no longer  subject to the
provisions of the 1940 Act.

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  30DC  DE
Shareholders  received  13.2 shares of common  stock of  Infinity  for every one
share of 30DC DE. Infinity,  as a result of the  transaction,  became the owning
entity  of 100% of the  outstanding  shares  of  common  stock of 30DC  DE.  For
purposes of accounting,  30DC DE was considered  the  accounting  acquirer.  The
business  of 30DC DE became the  primary  business  of  Infinity.  Infinity  was
renamed 30DC,  Inc.  (Maryland)  ("30DC" and together with its  subsidiary  "the
Company.").

The Company has its principal office located at 80 Broad Street,  5th Floor, New
York, New York 10004,  and its telephone  number is (212) 962-4400.  The Company
maintains a website at  WWW.30DCINC.COM,  such website is not incorporated  into
this document.

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

                                       -4-
<PAGE>

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.

30  Day  Challenge  and  Immediate  Edge  are  30DC's  two  business   divisions
Historically,  the 30 Day Challenge division has offered a free online ecommerce
training  program,  an online  education  subscription  service,  periodic  live
seminars  and a one to one  mentoring  program.  Within  the past few  years the
Company started selling individual  marketing  information products each focused
on a particular marketing strategy. As further described below, in May 2012, the
MagCast  Publishing  Platform,  a cloud-based  digital  publishing  platform was
launched.  Immediate Edge is an online education  program  subscription  service
offering high-end internet marketing  instruction and strategies for experienced
online commerce practitioners.

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 is subject to both 30DC and
Rivus completing  satisfactory due diligence on each other and a minimum capital
raise of $5 million  Australian  Dollars (AUD)  (currently  approximately  $5.15
million) by January 16, 2012 or such other date that the parties shall agree. In
March 2012 the Purchase expired before all terms and conditions could be met.

In May of 2012 the Company  signed a joint venture  agreement  ("JV  Agreement")
with  Netbloo  Media,  Ltd.  ("Netbloo")  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 is responsible  for  marketing,  sales
and administration and Netbloo is responsible for product  development.  MagCast
was  launched in May 2012 and a majority  of sales were the result of  affiliate
marketing  relationships  which result in commission of 50% of gross revenue for
those sales to the affiliate responsible for the sale. All MagCast sales revenue
has been  recorded by the Company and  commission  expense has been recorded for
the  amount  due to  Netbloo  which  is  50% of  revenue  reduced  by  affiliate
commissions and other allowable costs.

On December  31, 2012 the Company  and Netbloo  entered  into an asset  purchase
agreement  for the Company 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  13,487,363  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.

BUSINESS MODEL

The Company's  long-term strategy is to increase the number of products it sells
and services it offers while  expanding  the audience to which it markets  those
products  and  services.  Historically,  30DC's  approach  has been to build its
community of members  through the Challenge,  a free online  internet  marketing
program  which has been  taken by nearly  200,000  people  and  continues  to be
available  today.  The course content in the Challenge is geared for anyone with
an interest in internet marketing;  participants might be interested in starting
a brand new business,  in extending an existing  business to the online platform

                                      -5-
<PAGE>

or to make improvements to an existing online business.

Challenge  participants become part of 30DC's base of customers to whom products
and services are marketed. Offerings include:

     o    subscription products ranging in price from $30 - $100 per month,
     o    individual  courses  covering a range of topics  such as  valuing  web
          sites,
     o    MagCast Publishing Platform, and
     o    one to one mentoring and private business consulting programs.

30DC also generates revenue by promoting third party internet marketing products
and services to its base of customers during and after the Challenge.

To expand the market for its products 30DC began a more comprehensive program of
selling through affiliate marketing relationships during the year ended June 30,
2012.  Approximately  one-third of revenues  were  generated  through  affiliate
sales. Affiliates promote 30DC's products to their own customer base and receive
a commission  from 30DC as a percentage of gross revenue which varies by product
and subscription from 20% to 50%. For the MagCast launch, the Company focused on
affiliates with large customer bases by conducting  private  webinars to promote
sales to individual affiliate groups of customers.

To expand the number of products the Company  sells and services it offers while
limiting its upfront  investment,  30DC has developed a number of  collaborative
arrangement  product  development  relationships.  In  a  typical  collaborative
arrangement, the cost and human resources devoted to product development will be
borne by the collaborative  arrangement partner and 30DC will provide marketing,
sales,  customer training and support.  For MagCast Publishing Platform the idea
was jointly  developed and Netbloo oversaw product  development  with input from
30DC.  Revenue  generated from a collaborative  arrangement is split 50-50 after
allowed costs such as affiliate  commissions and processing fees. In addition to
marketing and the other responsibilities noted above, 30DC manages the financial
aspect of sales; managing merchant processor relationships, collecting funds and
issuing  refunds.  The Company  records all sales proceeds as gross revenue with
payment  to  the  collaborative  arrangement  partner  reflected  as a  cost  in
operating expenses.

BUSINESS DIVISIONS

THE 30 DAY CHALLENGE

OVERVIEW

On July 15, 2009, 30DC DE acquired the net assets making up the 30 Day Challenge
("30 Day") from the  Marillion  Partnership  and Edward Dale, an officer of 30DC
DE. In exchange for the net assets,  30DC DE issued  2,820,000  shares of common
stock to Marillion  Partnership which became 30DC DE's majority  shareholder and
subsequently  the largest  shareholder of the Company.  The net assets  included
cash, accrued receivables, intellectual property and property and equipment, and
outstanding  liabilities  consisting of accounts  payable,  accrued expenses and
deferred revenues.

The 30 Day  Challenge  division  started  in 2005 by  offering  a free  internet
marketing  educational program that was originally known as the 30 Day Challenge
and has evolved into the  Company's  current  Challenge  program.  The Challenge
program  is  an  interactive   education  program  which  includes  30  days  of
instruction and incorporates weekly breaks for participants to put into practice
the concepts  they learn from the course.  Participants  are given the framework
and guidance to design and develop an Internet  business with modules on a range
of topics including researching markets (including competition and opportunity),
identifying and sustaining  niche markets,  utilizing social media to build your
business and many other subjects pertinent to Internet  marketing.  There are no

                                      -6-
<PAGE>

prerequisites to taking the course and participants  come from around the globe.
The Challenge has predominately  grown through its own viral marketing  campaign
whereby  members of its existing  community  spread word of the 30 Day Challenge
through email and social media,  including  Twitter,  Facebook,  FriendFeed  and
blogs focused on internet marketing.

The growth in participants has resulted in a targeted  community to which the 30
Day markets products and services such as individual  content specific  courses,
third party products,  one to one mentoring and consulting and most recently the
MagCast  Publishing  Platform  which was launched in May 2012.  As a third party
affiliate,  30 Day Challenge  earns  commissions  ranging between 20% and 75% on
sales of internet marketing products and services. Specific products include the
Dominiche  `Buying  and Selling  Websites'  instruction  program  ("Dominiche"),
Online Local Hero instruction  program and the Marillion  Project which includes
intensive consulting and training for up to $10,000 per year.

The  MagCast  Publishing  Platform,  launched  in May  2012  resulted  from  the
collaboration of 30DC and Netbloo, an existing Marillion Project customer of the
Company,  and fits the model of joint venture product  development  with limited
cost and risk to the Company.  MagCast is also an example of a product  which is
relevant to the Company's  historical  internet  marketing  customer base but is
also of interest to a much broader  audience and increases the potential  number
of customers.  Since the  Challenge  originated,  30DC has marketed  third party
products  for a number  of  other  producers  of  information  products  for the
internet   marketing  industry  and  for  service  providers  to  internet-based
businesses such as hosting companies.  30DC has developed a working relationship
with a number of these  companies  that they are now serving as  affiliates  for
30DC by marketing 30DC's products to their own customer bases.

The Company signed a joint venture  agreement ("JV  Agreement") with Netbloo 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.

On December  31, 2012 the Company  and Netbloo  entered  into an asset  purchase
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.

30 DAY TECHNOLOGY AND INTELLECTUAL PROPERTY

30 Day  employs  proprietary  technologies  to support  the viral  growth of the
community and membership  numbers and to support sales of proprietary  and third
party products.  The platform includes a significant amount of self designed and
developed content and  software/code  solutions for both internal and subscriber
use. The free  Challenge  program has been taped and the video  content had been
distributed to a hosted platform (YouTube) to widen the awareness of the Company
and to increase the potential for search engine optimization  (leading to better
search engine rankings) and ultimately increased website traffic.

The intellectual  property of 30 Day includes the Challenge  community database,
containing  nearly  100,000  contacts with  interests in internet  marketing and
e-commerce  topics,  the content  library  developed over the past six years and
multiple web sites  including the  principal web site of the Challenge  which is
www.Challenge.co.

The  MagCast  Publishing   Platform  is  a  cloud-based  service  to  create  an
application  ("App")  to  publish  a digital  magazine  and  includes  executive
training  modules.  The  software  code,  domain  names and  websites to operate
MagCast and the executive  training  modules are all  proprietary  to 30DC.  The

                                      -7-
<PAGE>

Company has filed a trademark application for the name MagCast.

THE IMMEDIATE EDGE

OVERVIEW

On July 15, 2009,  30DC DE acquired the net assets making up the Immediate  Edge
("Immediate") from Dan Raine, a founding shareholder of 30DC DE. In exchange for
the net assets,  30DC DE issued 600,000  shares of common stock.  The net assets
include cash and an outstanding liability consisting of deferred revenues.

Immediate  provides a  subscription-based  Internet  education  program offering
high-end  internet  marketing  instruction  and strategies  for online  commerce
practitioners.  Such education  includes advice on selling digital  products and
services,  how to run membership sites,  affiliate  management systems,  rewards
programs and search engine  optimization  among other  services.  Immediate also
generates revenue from standalone  products and affiliate  marketing of targeted
third-party products to its customer base.

BUSINESS MODEL

Immediate  charges  subscribers  $97 per  month  for its  flagship  product  the
Immediate Edge which includes information on topics like social bookmarking, web
2.0,  Facebook  marketing and Twitter  strategies.  This can represent value for
subscribers  because it enables them to avoid paying  search  engine  optimizers
fees for their services.  Immediate also offers  standalone  products  including
software  plug-ins  that  enhance the  capabilities  of  commercially  available
software  designed  to drive more  traffic to customer  web sites.  Prior to the
acquisition of Immediate'  operations by 30DC DE, Immediate was a customer of 30
Day.

IMMEDIATE EDGE TECHNOLOGY AND INTELLECTUAL PROPERTY

The Immediate Edge intellectual  property includes proprietary content developed
over the past five years on varying  aspects of internet  marketing as well as a
number of web sites  including  the primary  web site  Immediate  Edge.com.  The
member only web site contains self contained training programs ("blueprints") on
specific topics,  including but not limited to, creating apps,  AdSense,  Sniper
Traffic,  Flippa,  Facebook,  business  building,  product execution and content
clusters which are  implementation  guides.  Members are invited  participate in
question and answer  session with internet  marketing  industry  leaders and the
sessions are archived on the member only web site.  Members can submit their web
site for a thorough site analysis and these are made available for other members
to access. Members have access to the training center which contains sections on
subjects including, but not limited to, finding a niche, market research, search
engine optimization, social marketing, copywriting, outsourcing and selling your
web site.  Members have access to a variety of tools and shortcuts that a geared
to managing an online business.

GROWTH OPPORTUNITIES

The Challenge  affords  Immediate with a platform for reaching new  subscribers.
The Immediate Edge subscription product is promoted to the 30 Day community as a
service for online business  operators who have gone beyond the initial stage of
learning,  wanting to take their  business to the next level and wanting to stay
on-top of trends and  ensure  their  Internet  marketing  strategies  employ the
latest  tools  and  techniques.  Immediate  also  runs  $1 for  one  week  trial
subscriber promotions a few times a year to attract new subscribers.

The MagCast  Publishing  Platform was launched in May 2012 and targets customers
who want to  market  to the  growing  base of Apple  I-Pad  users,  MagCast  has
initially  been sold to the Company's  historical  customer base in the internet
marketing  industry and the Company  believes  there is strong  future growth to

                                      -8-
<PAGE>

additional  customers in the internet marketing industry as well as to customers
in new market  segments.  The Company  started  generating  significant  revenue
through affiliate marketing  relationships during the fiscal year ended June 30,
2012 and plans to expand the use of affiliate marketing going forward.

THE MARKET

The  worldwide  demand for online  information  and  products has grown with the
increasing  availability  of high  speed  internet,  mobile  communications  and
general  increase  of  computing  across the globe.  New online  businesses  are
starting every day and these entrepreneurs are potential customers with the more
sophisticated and successful online businesses being potential customers for the
offerings of 30 Day and Immediate.

With the May 2012 launch of the  MagCast  Publishing  Platform,  the Company has
begun selling products which are applicable not only to its historical  customer
base  in  the  internet  marketing  industry  but to a much  wider  audience  of
potential  customers.  Anyone  looking to market to the growing  number of Apple
I-Pad users, sales of which per Apple Inc.'s financial statements now exceed 100
million,  is a potential  customer for MagCast.  To penetrate  this market,  the
Company  initially  launched MagCast by selling through  affiliate  arrangements
with other marketing  companies that have  introduced  MagCast to their customer
bases through custom  webinars and bonus products  specifically  tailored to the
target audience.

Other ways for the Company to expand its  marketing  include  paying for traffic
generation  to its web  sites  or for  leads to  promote  its  products  through
targeted  e-mails.  The Company has not historically  taken this approach but as
this type of  marketing  becomes more  sophisticated  and  segmenting  of target
customers more precise,  the Company expects the benefits will increase relative
to cost and is exploring this avenue to further increase its customer base.

COMPETITION

As  internet  commerce  has  grown at a double  digit  rate in the past  decade,
internet marketing and education companies have helped fuel this growth. 30DC is
one of a number  of  companies  that  offer  training  to  newcomers  as well as
experienced sellers in "how to grow a business by more effectively  marketing on
the Internet." While some general education  companies offer courses in Internet
marketing,   30DC's  primary  competition  comes  from  small  Internet  marking
companies  focused on building a loyal  following of  customers.  30DC has built
relationships  with a number of its competitors  whereby they cross promote each
other's  offerings which sometimes overlap and sometimes cover different aspects
of Internet marketing.  30DC's free Challenge program is the largest offering of
this  type from any  company  we know of and has  helped to build the  Company's
customer  base.  The  Company  earns  revenue  from  customers  in its  database
purchasing products and services from third parties, some of whom are competitor
Internet marketing companies.

There are a number of competitors for the Company's MagCast Publishing  Platform
product  including  software  companies  who sell do it  yourself  products  and
competitors with similar cloud-based  offerings as the Company. The Company sees
the market for digital  publishing  consisting of a number of segments including
large  companies with sizable  internal  resources,  the historical  non-digital
publishing market and smaller entrepreneurial  businesses.  The Company believes
MagCast  can a  dominant  product  for  the  entrepreneurial  market,  including
Internet  self-  publishers  and other  creators of user  generated  content and
believes its executive  training  modules and support are key selling  points to
customers who have limited  resources.  Additionally,  the Company  believes its
affiliate  marketing  network is a valuable  competitive  advantage  in reaching
potential customers and utilizes the Company's historical marketing expertise.

                                      -9-
<PAGE>

When  MagCast was  launched  the Company  made a strategic  decision to offer an
attractive  price for a lifetime  license to gain some  initial  traction in the
market and proof of concept for the product.  Going forward the company plans to
offer  MagCast on a  subscription  basis which will produce and ongoing  annuity
revenue stream. The Company believes they offer customers good value in terms of
features and price compared to competitor offerings.

INTELLECTUAL PROPERTY

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, copyrights and trademarks.  We do not hold any
patents or patent applications.

EMPLOYEES

As of June 30, 2012,  we had  approximately  10 employees and  contractors.  Our
employees  and  contractors  are  located  both in the United  States and in our
offshore offices.

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

                  RISKS RELATING TO OUR BUSINESS AND STRUCTURE

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

THE COMPANY HAS A LIMITED OPERATIONAL HISTORY.

We have a limited  history upon which an  evaluation of our prospects and future
performance  can be made.  Our proposed  operations  are subject to all business
risks  associated  with new  enterprises.  The likelihood of our success must be
considered in light of the problems, expenses, difficulties,  complications, and
delays  frequently  encountered  in connection  with the expansion of a business
operation in an emerging industry, and the continued development of advertising,
promotions,  and a corresponding  customer base.  There is a possibility that we
could sustain  losses in the future,  and there are no  assurances  that we will
ever operate profitably.

GOING CONCERN

The consolidated  financial  statements included herein 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
June 30,  2012,  the  Company  has a working  capital  deficit of  approximately
$1,703,000 and has  accumulated  losses of  approximately  $2,736,000  since its
inception.  Its  ability to continue as a going  concern is  dependent  upon the
ability of the Company to obtain the necessary financing 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.

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

                                      -10-
<PAGE>

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 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.

To fund  working  capital  for the  next  twelve  months,  the  Company  expects
operations to continue to improve through increased sales of MagCast,  to reduce
costs due to 100% ownership of MagCast,  to settle additional  liabilities using
the Company's stock and to raise additional capital.

THE COMPANY MAY NEED ADDITIONAL FINANCING FOR WHICH 30DC HAS NO COMMITMENTS, AND
THIS MAY JEOPARDIZE EXECUTION OF THE COMPANY'S BUSINESS PLAN.

30DC has  limited  funds,  and such funds may not be  adequate  to carry out the
business plan. The Company's  ultimate success depends upon its ability to raise
additional capital.  The Company has not investigated the availability,  source,
or terms that might govern the acquisition of additional capital and will not do
so until it  determines a need for  additional  financing.  If the Company needs
additional  capital,  it has no assurance  that funds will be available from any
source or, if  available,  that they can be obtained on terms  acceptable to the
Company.  If not available,  30DC's operations will be limited to those that can
be financed with its modest capital.

WE WILL INCUR EXPENSES IN CONNECTION WITH OUR SEC FILING REQUIREMENTS AND WE MAY
NOT BE ABLE TO MEET SUCH COSTS,  WHICH COULD  JEOPARDIZE  OUR FILING STATUS WITH
THE SEC.

As a public reporting company we are required to meet the filing requirements of
the SEC. We estimate  accounting and legal expenses on an annualized basis to be
approximately  $200,000,  which includes both the annual audit and the review of
the quarterly reports by our auditors. These costs can increase significantly if
the  Company is subject to  comment  from the SEC on its  filings  and/or we are
required to file  supplemental  filings for transactions and activities.  During
the last two years,  we have been  unable to meet our filing  requirements  on a
timely basis. If we continue to be unable to meet our filing requirements or are
not compliant in meeting the filing  requirements  of the SEC, we could lose our
status as a 1934 Act Company, which could compromise our ability to raise funds.

WE ARE HIGHLY DEPENDENT ON THE SERVICES OF KEY PERSONNEL.

Our success depends and will depend on the efforts and abilities of Edward Dale,
our  President,  Chief  Executive  Officer  and a Director,  and Dan Raine,  our
Executive  VP of Business  Development.  The loss of either of them would have a
material  adverse  effect on us. Our success  also  depends  upon our ability to
attract and retain qualified  personnel required to fully implement our business
plan. There can be no assurance that we will be successful in these efforts.

30DC'S  OFFICERS AND DIRECTORS MAY HAVE  CONFLICTS OF INTEREST  WHICH MAY NOT BE
RESOLVED FAVORABLY TO THE COMPANY.

Certain  conflicts  of interest  may exist  between  30DC and its  officers  and
directors. The Company's Officers and Directors have other business interests to
which they  devote  their  attention  and may be  expected  to continue to do so
although  management  time  should be  devoted  to 30DC  business.  As a result,
conflicts  of interest may arise that can be resolved  only through  exercise of
such judgment as is consistent with fiduciary duties to 30DC. See "Directors and
Executive Officers".

                                      -11-

<PAGE>

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.

We  must  continually  implement  and  improve  our  products  and/or  services,
operations, operating procedures and quality controls on a timely basis, as well
as expand,  train,  motivate  and manage our work force in order to  accommodate
anticipated  growth and compete  effectively in our market  segment.  Successful
implementation  of our strategy  also  requires  that we establish  and manage a
competent, dedicated work force and employ additional key employees in corporate
management,  product design,  client service and sales. We can give no assurance
that our personnel, systems, procedures and controls will be adequate to support
our existing and future  operations.  If we fail to implement  and improve these
operations, there could be a material, adverse effect on our business, operating
results and financial condition.

IF WE DO NOT  CONTINUALLY  UPDATE OUR PRODUCTS,  THEY MAY BECOME OBSOLETE AND WE
MAY NOT BE ABLE TO COMPETE WITH OTHER COMPANIES.

The  Internet  and  online  commerce   industries  are  characterized  by  rapid
technological  change,  changing market conditions and customer demands, and the
emergence of new industry standards and practices that could render our existing
Web  site  and  proprietary   technology  obsolete.   Our  future  success  will
substantially  depend on our ability to enhance our existing  services,  develop
new services and proprietary technology and respond to technological advances in
a timely  and  cost-effective  manner.  The  development  of  other  proprietary
technology  entails  significant  technical and business  risk.  There can be no
assurance that we will be successful in developing and using new technologies or
adapt our proprietary technology and systems to meet emerging industry standards
and customer requirements. If we are unable, for technical, legal, financial, or
other  reasons,  to adapt in a timely  manner in  response  to  changing  market
conditions  or customer  requirements,  or if our new  products  and  electronic
commerce  services do not achieve market  acceptance,  our business,  prospects,
results of operations  and  financial  condition  would be materially  adversely
affected.

We  cannot  assure  you  that we will be able to keep  pace  with  technological
advances or that our products  will not become  obsolete.  We cannot  assure you
that  competitors will not develop related or similar products and bring them to
market before we do, or do so more  successfully,  or that they will not develop
technologies  and  products  more  effective  than  any  that  we  have  or  are
developing. If that happens, our business,  prospects, results of operations and
financial condition will be materially adversely affected.

WE RELY ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

We regard  substantial  elements of our web sites and  underlying  technology as
proprietary.  Despite  our  precautionary  measures,  third  parties may copy or
otherwise obtain and use our proprietary  information without authorization,  or
develop similar technology  independently.  Any legal action that we might bring
or other steps we might take to protect  this  property  could be  unsuccessful,
expensive and distract management from day-to-day operations.

Legal standards relating to the validity, enforceability and scope of protection
of proprietary rights in Internet-related businesses are uncertain and evolving,
and we can give no assurance  regarding the future  viability or value of any of
these proprietary rights.

SYSTEMS FAILURES COULD HARM OUR BUSINESS.

Temporary or permanent outages of our computers or software equipment could have
an  adverse  effect  on our  business.  Although  we have  not  experienced  any
catastrophic  outages to date, we currently do not have fully redundant  systems
for our web  sites and other  services  at an  alternate  site.  Therefore,  our
systems are vulnerable to damage from break-ins, unauthorized access, vandalism,
fire, earthquakes,  power loss,  telecommunications failures and similar events.

                                      -12-
<PAGE>

Experienced  computer  programmers seeking to intrude or cause harm, or hackers,
may attempt to penetrate  our network  security  from time to time.  Although we
have not experienced  any  catastrophic  security  breaches to date, if a hacker
were to penetrate our network security,  they could  misappropriate  proprietary
information,  cause  interruptions  in our  services,  dilute  the  value of our
offerings to customers and damage customer  relationships.  We might be required
to expend significant capital and resources to protect against, or to alleviate,
problems  caused  by  hackers.  We also may not have a timely  remedy  against a
hacker who is able to penetrate our network security.  In addition to purposeful
security breaches, the inadvertent transmission of computer viruses could expose
us to system damage, operational disruption,  loss of data, litigation and other
risks of loss or harm.

WE DEPEND ON CONTINUED PERFORMANCE OF AND IMPROVEMENTS TO OUR COMPUTER NETWORK.

Any failure of our computer systems that causes  interruption or slower response
time of our web sites or services  could result in a smaller  number of users of
our web sites. If sustained or repeated,  these performance  issues could reduce
the  attractiveness of our web sites to consumers and our subscription  products
and services.  Increases in the volume of our web site traffic could also strain
the  capacity  of our  existing  computer  systems,  which  could lead to slower
response times or system failures.  We may not be able to project accurately the
rate, timing or cost of any increases in our business,  or to expand and upgrade
our systems and infrastructure to accommodate any increases in a timely manner.

INTERNET  COMMERCE  SECURITY  THREATS  COULD POSE A RISK TO OUR ONLINE SALES AND
OVERALL FINANCIAL PERFORMANCE.

A  significant  barrier  to  online  commerce  is  the  secure  transmission  of
confidential  information  over public  networks.  We and our  partners  rely on
encryption   and   authentication   technology   to  provide  the  security  and
authentication   necessary  to  effect  secure   transmission   of  confidential
information.  There can be no assurance that advances in computer  capabilities;
new  discoveries in the field of  cryptography  or other  developments  will not
result in a compromise or breach of the  algorithms  used by us and our partners
to protect consumer's  transaction data. If any such compromise of security were
to occur, it could have a materially adverse effect on our business,  prospects,
financial condition and results of operations. A party who is able to circumvent
our security  measures  could  misappropriate  proprietary  information or cause
interruptions  in our  operations.  We may be  required  to  expend  significant
capital and other  resources  to protect  against such  security  breaches or to
alleviate  problems  caused by such  breaches.  Concerns  over the  security  of
transactions  conducted on the Internet and the privacy of users may also hinder
the growth of online  services  generally,  especially  as a means of conducting
commercial  transactions.  To the extent that our  activities,  our  partners or
third-party  contractors  involve the storage and  transmission  of  proprietary
information,  such as credit card numbers,  security  breaches  could damage our
reputation and expose us to a risk of loss or litigation and possible liability.
There can be no assurance that our security  measures will not prevent  security
breaches  or that  failure to prevent  such  security  breaches  will not have a
materially adverse effect on our business,  prospects,  financial  condition and
results of operations.

RISK OF CAPACITY CONSTRAINTS;  RELIANCE ON INTERNALLY DEVELOPED SYSTEMS;  SYSTEM
DEVELOPMENT RISKS.

A key  element of our  strategy  is to generate a high volume of traffic on, and
use of, our services across our network infrastructure and systems. Accordingly,
the  satisfactory  performance,  reliability  and  availability  of our software
systems,  transaction-processing systems and network infrastructure are critical
to our  reputation and our ability to attract and retain  customers,  as well as
maintain adequate customer service levels.  Our revenues depend on the number of
visitors who sign up for our services.  Any systems interruptions that result in
the  unavailability  of our  software  systems or network  infrastructure  would
reduce the volume of sign ups and the  attractiveness of our service  offerings.

                                      -13-
<PAGE>

We may  experience  periodic  systems  interruptions  from  time  to  time.  Any
substantial increase in the volume of traffic on our software systems or network
infrastructure  will  require us to expand and upgrade  further our  technology,
transaction-processing  systems  and  network  infrastructure.  There  can be no
assurance  that we will be able to  accurately  project  the rate or  timing  of
increases,  if any, in the use of our Web site or timely  expand and upgrade our
systems  and  infrastructure  to  accommodate  such  increases.  We  will  use a
combination of industry supplied software and internally  developed software and
systems for our search  engine,  distribution  network,  and  substantially  all
aspects of transaction processing,  including order management,  cash and credit
card  processing,   and  accounting  and  financial  systems.   Any  substantial
disruptions  or delays in any of our  systems  would have a  materially  adverse
effect  on  our  business,   prospects,   financial  condition  and  results  of
operations.

THERE ARE RISKS ASSOCIATED WITH OUR DOMAIN NAMES.

We  currently  hold  various  Web  domain  names  relating  to  our  brand.  The
acquisition  and   maintenance  of  domain  names  is  generally   regulated  by
governmental agencies and their designees. The regulation of domain names in the
United States and in foreign  countries is subject to change.  Governing  bodies
may establish  additional  top-level  domains,  appoint  additional  domain name
registrars or modify the  requirements  for holding  domain names.  As a result,
there can be no assurance  that we will be able to acquire or maintain  relevant
domain names in all of the countries in which it conducts business. Furthermore,
the relationship between regulations  governing domain names and laws protecting
trademarks and similar  proprietary  rights is unclear.  We,  therefore,  may be
unable to prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise  decrease the value of our  proprietary  rights.  Any
such  inability  could  have  a  materially  adverse  effect  on  our  business,
prospects, financial condition and results of operations.

STORAGE  OF  PERSONAL  INFORMATION  ABOUT OUR  CUSTOMERS  COULD  POSE A SECURITY
THREAT.

Our  policy  is  not  to  willfully   disclose  any  individually   identifiable
information  about any user to a third party  without the user's  consent.  This
policy is  accessible  to users of our services  when they  initially  register.
Despite  this policy,  however,  if third  persons  were able to  penetrate  our
network security or otherwise  misappropriate our users' personal information or
credit card information,  we could be subject to liability.  These could include
claims for unauthorized purchases with credit card information, impersonation or
other similar fraud claims.  They could also include claims for other misuses of
personal information,  such as for unauthorized marketing purposes. These claims
could result in litigation.  In addition, the Federal Trade Commission and other
states have been investigating certain Internet companies regarding their use of
personal  information.  We could incur  additional  expenses if new  regulations
regarding  the use of personal  information  are  introduced or if they chose to
investigate our privacy practices.

WE FACE POSSIBLE LIABILITY FOR INFORMATION DISPLAYED ON OUR WEB SITES.

We may be subjected to claims for defamation, negligence, copyright or trademark
infringement  or based on other theories  relating to the information we publish
on our Web site and across our distribution network.  These types of claims have
been brought,  sometimes successfully,  against online services as well as other
print  publications in the past. We could also be subjected to claims based upon
the  content  that is  accessible  from our Web sites and  distribution  network
through links to other Web sites.

WE HAVE AGREED TO INDEMNIFY OUR OFFICERS AND DIRECTORS AGAINST LAWSUITS.

We are a Delaware  corporation.  Delaware  law  permits the  indemnification  of
officers and  directors  against  expenses  incurred in  successfully  defending
against a claim. Delaware law also authorizes Delaware corporations to indemnify
their officers and directors  against expenses and liabilities  incurred because
of their  being or  having  been an  officer  or  director.  Our  organizational
documents  provide for this  indemnification  to the fullest extent permitted by
law.


                                      -14-
<PAGE>

We currently do not maintain any  insurance  coverage.  In the event that we are
found  liable  for  damage  or other  losses,  we would  incur  substantial  and
protracted losses in paying any such claims or judgments. We have not maintained
liability insurance in the past, but intend to acquire such coverage immediately
upon resources becoming available. There is no guarantee that we can secure such
coverage or that any  insurance  coverage  would  protect us from any damages or
loss claims filed against it.

IF WE ENGAGE IN ANY ACQUISITION,  WE WILL INCUR A VARIETY OF COSTS AND MAY NEVER
REALIZE THE ANTICIPATED BENEFITS OF THE ACQUISITION.

We intend to acquire businesses,  technologies,  services or products or license
technologies that we believe are a strategic fit with our business,  though none
have  been  identified  at the  time of this  filing,  other  than  the  Netbloo
transaction.  We have limited experience in identifying acquisition targets, and
successfully  completing and integrating any acquired businesses,  technologies,
services or products into our current infrastructure. The process of integrating
any acquired business,  technology,  service or product may result in unforeseen
operating  difficulties and expenditures and may divert  significant  management
attention from our ongoing  business  operations.  As a result,  we will incur a
variety of costs in  connection  with an  acquisition  and may never realize our
anticipated benefits.

WE MAY ENGAGE IN TRANSACTIONS THAT PRESENT CONFLICTS OF INTEREST.

The  Company and  officers  and  directors  may enter into  agreements  with the
Company from time to time which may not be  equivalent  to similar  transactions
entered  into with an  independent  third party.  A conflict of interest  arises
whenever  a person has an  interest  on both  sides of a  transaction.  While we
believe that it will take prudent steps to ensure that all transactions  between
the Company and any  officer or director is fair,  reasonable,  and no more than
the  amount  it  would  otherwise  pay  to a  third  party  in an  "arms-length"
transaction,  there can be no  assurance  that any  transaction  will meet these
requirements in every instance.

THE  COMPANY  MAY IN THE FUTURE  ISSUE MORE  SHARES  WHICH COULD CAUSE A LOSS OF
CONTROL BY ITS PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.

30DC may  issue  further  shares  as  consideration  for the cash or  assets  or
services  out of its  authorized  but  unissued  common  stock that would,  upon
issuance,  represent a majority of the voting  power and equity of the  Company.
The result of such an issuance  would be those new  stockholders  and management
would  control the Company,  and persons  unknown  could  replace the  Company's
management at this time.  Such an occurrence  would result in a greatly  reduced
percentage of ownership of 30DC by its current shareholders, which could present
significant risks to investors.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY  DISCOURAGE THE  TRADABILITY
OF OUR SECURITIES.

The Company is a "penny stock" company.  Our securities currently trade over the
counter ("OTC") on the OTC Pink market operated by OTC Market Group, Inc and are
subject to a Securities and Exchange  Commission rule that imposes special sales
practice  requirements upon  broker-dealers  who sell such securities to persons
other than established  customers or accredited  investors.  For purposes of the
rule, the phrase  "accredited  investors" means, in general terms,  institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual  income that exceeds  $200,000 (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior to the sale. Effectively,  this discourages  broker-dealers from executing

                                      -15-
<PAGE>

trades in penny  stocks.  Consequently,  the rule will  affect  the  ability  of
shareholders to sell their securities in any market that might develop therefore
because it imposes additional regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

THE COMPANY WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE.

The Company has not paid  dividends on our common stock and does not  anticipate
paying such dividends in the foreseeable future.

OUR INVESTORS MAY SUFFER FUTURE  DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS
CONSIDERATIONS IN THE FUTURE.

There  may be  substantial  dilution  to our  shareholders  a result  of  future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.

ITEM 2. PROPERTIES
------------------

FACILITIES

The current corporate address is 80 Broad Street,  5th Floor, New York, New York
10004.  The telephone  number is  212-962-4400.  The Company  entered into a new
lease effective March 2011 for twelve months which was renewed in March 2012 for
twelve months.  The lease is  non-cancellable  with a minimum monthly payment of
$99 and provision  for  additional  charges for use of  facilities  and services
utilized on an as-needed  basis.  Rent expense  incurred  under the lease in the
years  ended  June  30,  2012  and 2011 was  approximately  $1,393  and  $1,843,
respectively.




                                      -16-
<PAGE>

REAL PROPERTY

None.

MINERAL PROPERTIES

None.


ITEM 3. LEGAL PROCEEDINGS
-------------------------

30DC anticipates that it (including any future  subsidiaries)  will from time to
time  become  subject to claims and legal  proceedings  arising in the  ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings and 30DC cannot assure that their ultimate disposition will not have
a materially adverse effect on the Company's business, financial condition, cash
flows or results of operations.  The Company is not a party to any pending legal
proceedings,  nor is the Company  aware of any civil  proceeding  or  government
authority contemplating any legal proceeding as of the date of this filing.


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

Not applicable.

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
--------------------------------------------------------------------------------

The Company's  common stock is presently  traded over the counter ("OTC") on the
OTC Pink market  operated  by OTC Market  Group,  Inc.  On December 9, 2010,  as
result of our name  change our trading  symbol was  changed to "TDCH."  Prior to
December 9, 2010, our common stock traded under the symbol "IGCP."

The following  table sets forth the range of high and low closing prices for the
common stock of each full quarterly  period during the years ended June 30, 2012
and 2011. The quotations were obtained from  information  published by the FINRA
and reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.

MARKET INFORMATION


FISCAL YEAR ENDED JUNE 30, 2012:                     HIGH            LOW
                                                  ----------     ----------
Quarter Ended September 30, 2011                     $0.60          $0.17
Quarter Ended December 31, 2011                      $0.53          $0.29
Quarter Ended March 31, 2012                         $0.36          $0.13
Quarter Ended June 30, 2012                          $0.25          $0.10


FISCAL YEAR ENDED JUNE 30, 2011:                     HIGH            LOW
                                                  ----------     ----------
Quarter Ended September 30, 2010                     $0.39          $0.04
Quarter Ended December 31, 2010                      $0.28          $0.05
Quarter ended March 31, 2011                         $0.18          $0.08
Quarter ended June 30, 2011                          $0.38          $0.17

                                      -17-
<PAGE>

HOLDERS

As of June 30, 2012, the Company had  approximately 150 holders of record of the
Common  Stock.  Since a portion  of the  Company's  common  stock may be held in
"street" or nominee name, the Company is unable to determine the exact number of
beneficial holders.

DIVIDEND POLICY

The Company  currently  anticipates  that it will retain all of its  earnings to
finance the  operation and  expansion of its  business,  and therefore  does not
intend to pay dividends on its Common Stock in the foreseeable future. Since its
inception,  the Company has never  declared  or paid any cash  dividends  on its
Common  Stock.  Any  determination  to pay  dividends  in the  future  is at the
discretion  of the  Company's  Board  of  Directors  and  will  depend  upon the
Company's  financial  condition,  results of operations,  capital  requirements,
limitations  contained in loan agreements and such other factors as the Board of
Directors deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

We did not make any unregistered sales and issuances of our securities from July
1, 2011 through June 30, 2012.

ISSUER PURCHASES OF EQUITY SECURITIES

30DC,  Inc.  did not  repurchase  any shares of its common stock during the year
ended June 30, 2012.

During the year ended June 30, 2012, the Company did settle  payments  exceeding
the amount due under the Marillion Partnership  contractor agreement through the
return by Marillion of 1,591,827 of the Company's  common shares and such shares
have been canceled.

  DATE OF          TITLE OF       NO. OF                           CLASS OF
  PURCHASE        SECURITIES      SHARES       CONSIDERATION       PURCHASER
--------------- --------------- ------------- --------------- ------------------
June 28, 2012    Common Stock    1,591,827       $159,183          Affiliate


ITEM 6. SELECTED FINANCIAL DATA
-------------------------------

Not applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------

THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH THE  FINANCIAL
STATEMENTS  AND NOTES  THERETO  AND THE  OTHER  FINANCIAL  INFORMATION  INCLUDED
ELSEWHERE IN THIS REPORT.  THIS DISCUSSION CONTAINS  FORWARD-LOOKING  STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE  ANTICIPATED IN THESE FORWARD  LOOKING  STATEMENTS AS A RESULT OF ANY
NUMBER OF FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" ON PAGE 11 AND
ELSEWHERE IN THIS REPORT.

                                      -18-

<PAGE>

OVERVIEW

The Company has two business divisions,  30 Day Challenge and Immediate Edge. 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 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.  The Purchase  expired March 31, 2012 before all the terms
and conditions could be met.

The Company has been  developing  and selling  more of its own  products and has
been reducing operating costs. As part of the cost reduction efforts,  effective
February 1, 2012 the Company  consolidated  its two subscription  products;  the
Immediate  Edge  and  Challenge  Plus.   Resources  and  marketing  efforts  for
subscriptions  are now  exclusively  for the Immediate Edge. The Company expects
future  growth  to come from new  products  which are  developed  internally  or
through joint venture arrangements.  There can be no assurance new products will
be developed and if developed  there can be no assurance  that new products will
produce significant revenue.

In May of 2012 the Company  signed a JV  Agreement  with Netbloo 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 is responsible
for marketing,  sales and  administration and Netbloo is 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 has been  recorded  gross by the Company and  commission
expense has been  recorded for the amount due to Netbloo which is 50% of revenue
reduced by affiliate commissions and other allowable costs.

On December  31, 2012 the Company  and Netbloo  entered  into an asset  purchase
agreement  for the Company 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.

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.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash  balance of  $1,031,167  at June 30, 2012 and the Company
had a working capital deficit of $1,703,230.  $684,655 of the amount included in
accrued expenses at June 30, 2012 was for MagCast affiliate  commissions and the
amount due Netbloo under the  collaborative  arrangement.  At April 30, 2013 the
Company  had  a  working  capital  deficit  of  approximately  $1,800,000;   the
approximately  $100,000  additional  working  capital  deficit  was funded by an
increase in the amount due to related  parties.  Subsequent to June 30, 2012 the

                                      -19-
<PAGE>

Company  received  $105,000 in cash from the sale of 300,000 shares of Strategic
Environmental  and  Energy  Resources,  Inc.  which were  included  in Assets of
Discontinued  Operations.  To fund working capital for the remainder of the year
ending June 30, 2013 and in the year ending June 30, 2014,  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,  including recurring
revenue as the Company transitions to monthly licenses, Market Pro Max which has
not been  extensively  marketed and  introduction  of new products some of which
will be extensions  of existing  product  lines.  During the year ended June 30,
2012  operating  costs  included  significant  amounts due to Netbloo  under the
collaborative  arrangement which subsequent to the Company's  acquisition of the
other 50% of the collaborative arrangement from Netbloo are no longer owed..

Included in liabilities of discontinued  operations at June 30, 2012 is $169,801
(including  $45,031  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.  Approximately  $50,000 of this amount has been repaid  subsequent to June
30, 2012.

During the year ended June 30, 2012,  operating  activities provided the Company
with $1,033,204.  During the year ended June 30, 2011, the Company used $343,319
in operating  activities.  The increase of  $1,376,523  in funds  provided  from
operating activities was due to a number of factors. The change to net income of
$32,207 from a net loss of $1,440,046 which was primarily due to increased sales
from the launch of the MagCast Publishing  Platform,  an increase of $644,336 in
the change of accrued commissions expense which was primarily due to commissions
due  affiliates  and  payments  due to  Netbloo  pursuant  to the  collaborative
arrangement both of which relate to sales of the MagCast Publishing Platform and
an  increase of  $108,018  in the change of due to related  parties.  These were
offset by a increase of $156,104 in accounts receivable, an increase of $159,183
in the amount due from related  parties which was settled by the by surrender of
Company shares, a decrease of $575,988 in the amount of expenses paid or settled
with shares of the Company's common stock and a decrease of $77,423 in loss from
discontinued operations.

During the year  ended June 30,  2012,  no funds  were  provided  by or used for
financing activities.  During the year ended June 30, 2011, financing activities
provided  the  Company  with  $349,750  which  came from the  Company's  private
placement memorandum described below.

In August 2010, 30DC issued a private placement  memorandum  ("PPM") at 26 cents
per  unit  which,  net of  expenses,  raised a total of  $843,840  inclusive  of
$501,590 which was previously  recorded as a loan. In conjunction  with the PPM,
the Company issued  3,401,522  units  consisting 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.  The  March  15,  2011  warrants  expired  with none
exercised.

GOING CONCERN

The  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 June 30,
2012, the Company has a working capital deficit of approximately  $1,703,000 and
has accumulated losses of approximately $2,736,000 since its inception. At April
30, 2013 the Company had a working capital deficit of approximately  $1,800,000;
the approximately  $100,000  additional working capital deficit was funded by an
increase in the amount due to related  parties.  Subsequent to June 30, 2012 the
Company  received  $105,000 in cash from the sale of 300,000 shares of Strategic
Environmental  and  Energy  Resources,  Inc.  which were  included  in Assets of
Discontinued Operations. The Company's ability to continue as a going concern is

                                      -20-
<PAGE>

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 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. 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.

RESULTS OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2012 COMPARED TO THE YEAR ENDED JUNE 30, 2011

During  the year  ended  June 30,  2012,  the  Company  recognized  revenues  of
$2,916,341 from its operations compared to $1,893,314 during the year ended June
30, 2011.  Revenues of the Company were from the  following  sources  during the
year ended June 30, 2012 compared to June 30, 2011.

                               Year Ended     Year Ended    Increase or
                             June 30, 2012   June 30, 2011   (Decrease)
                            --------------- --------------- ------------
Revenue
  Commissions               $      203,188  $      449,800  $  (246,612)
  Subscription Revenue             609,951         673,650      (63,699)
  Products and Services          1,486,719         190,837    1,295,882
Seminars and Mentoring             616,483         579,027       37,456
                            --------------- --------------- ------------
   Total Revenues           $    2,916,341  $    1,893,314  $ 1,023,027
                            --------------- --------------- ------------

The $246,612  decrease in  commissions  was primarily the result of two factors.
Fewer new participants in the Company's Challenge program in the year ended June
30, 2012  resulted in fewer  customer  referrals  for web site hosting and other
services  typically  purchased by new  participants.  A large payer of affiliate
commissions  revised their policy midway through the year ended June 30, 2011 to
only pay  commissions  for the first year of a subscription  product rather than
paying commissions over the life of the subscription. During the year ended June
30, 2012, there were no material amounts earned from new affiliate  programs but
the Company  began  selling more of its own  products  and services  such as the
MagCast Publishing Platform.

The $63,699 decrease in subscription  revenue was due to  discontinuance  of the
Company's  Challenge  Plus  subscription  product in February  2012 offset by an
increase in subscribers  for the Immediate  Edge which averaged 477  subscribers
per month for the year ended June 30,  2012 and  averaged  449  subscribers  per
month for the year ended June 30, 2011.  When Challenge  Plus was  discontinued,
company  resources  were  consolidated  to focus on the Immediate  Edge and some
Challenge Plus subscribers migrated to the Immediate Edge.

                                      -21-
<PAGE>

The  $1,295,882  increase in products and services  revenue was primarily due to
the  launch of the  MagCast  Publishing  Platform  in May 2012  which  generated
revenue of 1,239,371  during the year ended June 30, 2012 of which  $156,104 was
receivable  at June 30,  2012 as a result of sales  made  under a  payment  plan
arrangement.

The $37,456  increase in seminars and mentoring  income  reflects an increase in
the average price of the mentoring program offset by a decrease in the number of
mentoring  students.  The price of the mentoring program increased in March 2011
from  $5,000 to $7,500  meaning  that 2/3's of the year ending June 30, 2011 was
prior to the increase.  For the year ended June 30, 2012 there was an average of
80  mentoring  students per month and for the year ended June 30, 2011 there was
an average of 94 mentoring students per month.

During  the year  ended  June 30,  2012,  the  Company  incurred  $2,843,294  in
operational expenses compared to $3,197,048 during the year ended June 30, 2011.
Operational  expenses during the years ended June 30, 2012 and 2011, include the
following categories:

                              Year Ended       Year Ended       Increase or
                             June 30, 2012    June 30, 2011       Decrease
                            ---------------  ---------------  -----------------
Accounting Fees             $     207,324    $     296,037    $        (88,713)
Paypal Fees                        73,746           44,652              29,094
Commissions                       833,449           97,839             735,610
Independent Contractors           370,284          556,305            (186,021)
Depreciation                       53,701           70,743             (17,042)
Internet Expenses                  59,274           64,731              (5,457)
Legal Fees                         84,571           60,996              23,575
Officer's Salaries                200,000          200,000                   -
Payroll Taxes                      32,396           39,878              (7,482)
Related Party Contractors         753,428          809,864             (56,436)
Telephone                          90,766           37,944              52,822
Transaction Fees                        -          670,138            (670,138)
Travel & Entertainment             31,225          156,490            (125,265)
Other Operating Expenses           53,130           91,431             (38,301)
                            ---------------  ---------------  -----------------

Total Operating Expenses    $   2,843,294    $   3,197,048    $       (353,754)
                            ===============  ===============  =================

The $88,713  decrease in accounting  fees is due to a decrease of  approximately
$100,000 for accounting consultants engaged to assist with the Company's initial
SEC filing  requirements,  a decrease of  approximately  $34,000 for  accounting
consultants  in Australia  who are no longer  required  offset by an increase of
approximately $35,000 in audit fees due to catch up of delinquent filings during
the year ended June 30, 2012.

The  increase  of $29,094 in Paypal  fees is due to the  $1,295,882  increase in
products and services  revenue.  Paypal fees decrease as a percentage of revenue
as total revenue  increases and are 1% higher for sales to customers outside the
United States.

The increase of $735,610 in  commissions  is due to the  $1,295,882  increase in
products and services  revenue.  Commissions  were paid to affiliates  for sales
referrals  which  led  directly  to  a  sale  and   commissions   were  paid  to
collaborative arrangement partners who worked with the Company in developing the
products which the Company marketed and sold.

The decrease of $186,021 in  independent  contractor  fees was  primarily due to
decreases  of  approximately   $56,000  for  investor   relations   consultants,
approximately  $67,000 from the reduction of two  contractors in the IE division

                                      -22-
<PAGE>

and approximately  $36,000 from the elimination of a contractor that worked with
the discontinued Challenge Plus subscription product and the Challenge forum.

The  increase  of $23,575 in legal fees was for fees paid to an  Australian  law
firm for corporate counsel and tax advice during the year ended June 30, 2012.

The $56,436  decrease in related party  contractor  fees results from Jesselton,
Ltd. voluntarily  withdrawing from its contract with the Company effective March
1, 2012.

The  increase  in  telephone  expense  of  $52,822  is  partly  due to a premium
high-volume  internet package which costs  approximately  $4,000 per month which
was not in place for most of the year ending June 30, 2011.

The decrease 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. during the year ended June 30, 2011.

The decrease of $125,265 in travel and  entertainment  reflects  fewer  overseas
trips  during the year ended June 30,  2012 than  during the year ended June 30,
2011 and a reduction in the number of live seminars which had substantial travel
costs.

During the year ended June 30,  2012,  the  Company  recognized  net income from
continuing  operations of $54,285 compared to a net loss of ($1,340,545)  during
the year  ended June 30,  2011.  The net  positive  change of  $1,394,830  was a
primarily  the  result of the  $1,023,027  increase  in  revenues  and  $353,754
decrease in operational expenses during the period shown above.

ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Significant  accounting  policies  and  recent  accounting   pronouncements  are
included in Note 2 in the Notes to the Financial Statements included herein.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Our  Company's  business  activities  contain  elements  of  risk.  Neither  our
investments  nor an  investment  in us is  intended  to  constitute  a  balanced
investment program.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The audited financial statements of 30DC, Inc. for the years ended June 30, 2012
and 2011 appear as pages F-1 through F-21.


                                      -23-
<PAGE>

           30DC, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2012 AND 2011












































                                       F-1
<PAGE>


                                      INDEX


    Page F-3    Report of Independent Registered Public Accounting Firm

    Page F-4    Consolidated Balance Sheets

    Page F-5    Consolidated Statements of Operations

    Page F-6    Consolidated Statements of Changes in Stockholders' Deficiency

    Page F-7    Consolidated Statements of Cash Flows

    Page F-8    Notes to Consolidated Financial Statements
































                                       F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of 30DC Inc.

We have audited the  accompanying  consolidated  balance sheets of 30DC Inc. and
its  Subsidiary  (collectively  the "Company") as of June 30, 2012 and 2011, and
the related  consolidated  statements of  operations  and  comprehensive  income
(loss),  changes in  stockholders'  deficiency and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of 30DC, Inc and its
Subsidiary as of June 30, 2012 and 2011, and the  consolidated  results of their
operations  and their cash flows for the years  then  ended in  conformity  with
accounting  principles  generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial   statements,   the  Company  has  a  working   capital   deficit  and
stockholders' deficiency as of June 30, 2012. These conditions raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  regarding  these  matters  are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Marcum LLP

New York, NY
June 3, 2013


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                                  30DC, INC. AND SUBSIDIARY
                                                 Consolidated Balance Sheets


                                                                                          June                  June
                                                                                        30, 2012              30, 2011
                                                                                     ----------------    -------------------
<S>                                                                                  <C>                 <C>
Assets

Current Assets

         Cash and Cash Equivalents                                                   $     1,031,167     $           33,790
         Accrued Commissions Receivable                                                       15,805                 41,199
         Accounts Receivable                                                                 156,104                      -
         Assets of Discontinued Operations                                                    95,625                 99,375
                                                                                     ----------------    -------------------

                Total  Current Assets                                                      1,298,701                174,364

Property and Equipment, Net                                                                   34,100                 84,041
Goodwill                                                                                   1,503,860              1,503,860
                                                                                     ----------------    -------------------

                Total Assets                                                         $     2,836,661     $        1,762,265
                                                                                     ================    ===================


Liabilities and Stockholders' Deficiency

Current Liabilities

         Accounts Payable                                                            $       581,775     $          565,534
         Accrued Expenses and Refunds                                                        494,603                303,318
         Accrued Commissions Expense                                                         699,592                 31,970
         Deferred Revenue                                                                    244,378                273,641
         Due to Related Parties                                                              606,827                262,761
         Liabilities of Discontinued Operations                                              374,756                381,399
                                                                                     ----------------    -------------------

                Total Current Liabilities                                                  3,001,931              1,818,623
                                                                                     ----------------    -------------------

                Total Liabilities                                                          3,001,931              1,818,623
                                                                                     ----------------    -------------------

Stockholders' Deficiency

         Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued                      -                      -
         Common Stock, Par Value $0.001, 100,000,000 authorized,
           72,928,421 and 74,520,248 issued and outstanding respectively                      72,928                 74,520
         Paid in Capital                                                                   2,600,410              2,758,001
         Accumulated Deficit                                                              (2,735,750)            (2,767,957)
         Accumulated Other Comprehensive Loss                                               (102,858)              (120,922)
                                                                                     ----------------    -------------------

                Total Stockholders' Deficiency                                              (165,270)               (56,358)
                                                                                     ----------------    -------------------

Total Liabilities and Stockholders' Deficiency                                       $     2,836,661     $        1,762,265
                                                                                     ================    ===================
</TABLE>




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

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                       30DC, INC. AND SUBSIDIARY
                     Consolidated Statements of Operations and Comprehensive Loss
                                         Years Ended June 30,


                                                                      2012                2011
                                                                 ---------------    -----------------
<S>                                                              <C>                <C>
Revenue

        Commissions                                              $      203,188     $        449,800
        Subscription Revenue                                            609,951              673,650
        Products and Services                                         1,486,719              190,837
        Seminars and Mentoring                                          616,483              579,027
                                                                 ---------------    -----------------

                  Total Revenue                                       2,916,341            1,893,314

Operating Expenses                                                    2,843,294            3,197,048
                                                                 ---------------    -----------------

Operating Income (Loss)                                                  73,047           (1,303,734)

Other Income (Expense)

        Foreign Currency Transaction Loss                               (18,762)             (36,811)
                                                                 ---------------    -----------------

                  Total Other Income (Expense)                          (18,762)             (36,811)
                                                                 ---------------    -----------------

Income (Loss) From Continuing Operations                                 54,285           (1,340,545)

Loss From Discontinued Operations                                       (22,078)             (99,501)
                                                                 ---------------    -----------------

Net Income (Loss)                                                        32,207           (1,440,046)

Foreign Currency Translation Gain (Loss)                                 18,064              (99,130)
                                                                 ---------------    -----------------

Comprehensive Income (Loss)                                      $       50,271     $     (1,539,176)
                                                                 ===============    =================

Weighted Average Common Shares Outstanding
Basic                                                                74,511,549           71,078,136
Diluted                                                              74,511,549           71,078,136
Income (Loss) Per Common Share  (Basic and Diluted)
     Continuing Operations                                       $         0.00     $          (0.02)
     Discontinued Operations                                              (0.00)               (0.00)
Net Income (Loss) Per Common Share                               $         0.00     $          (0.02)
</TABLE>




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

                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                                                      30DC, INC. And Subsidiary
                                   Consolidated Statements of Changes in Stockholders' Deficiency

                                                                                            Accumulated
                                                                               Additional      Other                       Total
                                                            Common Stock        Paid In    Comprehensive  Accumulated  Stockholders'
                                                         Shares    Par Value    Capital    Income (Loss)    Deficit     Deficiency
                                                      ------------ --------- ------------- ------------- ------------ --------------
<S>                                                   <C>          <C>       <C>           <C>           <C>          <C>
Balance - June 30, 2010                                60,984,000  $ 60,984  $          -  $  (21,792)    $(1,327,911) $ (1,288,719)

      Net Loss                                                   -       -               -          -      (1,440,046)   (1,440,046)

      Foreign currency translation                               -       -               -    (99,130)              -       (99,130)

      Infinity Share Exchange                            6,547,391     6,547     1,041,037          -               -     1,047,584

      Issuance of Common Stock to Non-Employees          1,842,334     1,842       474,146          -               -       475,988

      Issuance of Common Stock to Employee                 384,615       385        99,615          -               -       100,000

      Issuance of Common Stock to Investors, Net         1,472,318     1,472       340,778          -               -       342,250

      Issuance of Common Stock to Settle Prior
               Subscriptions Received                    1,929,204     1,929       499,661          -               -       501,590

      Issuance of Common Stock to Settle Liabilities     1,360,386     1,361       302,764          -               -       304,125
                                                       ------------ --------- ------------- ------------- ------------ -------------

Balance - June 30, 2011                                 74,520,248  $ 74,520  $  2,758,001  $(120,922)    $(2,767,957)    $ (56,358)

      Net Income                                                 -         -             -          -          32,207        32,207

      Foreign currency translation                               -         -             -     18,064               -        18,064

      Settlement of Excess Payment to Related Party     (1,591,827)   (1,592)     (157,591)         -               -      (159,183)
                                                       ------------ --------- ------------- ------------- ------------ -------------

Balance - June 30, 2012                                 72,928,421  $ 72,928  $  2,600,410  $(102,858)    $(2,735,750)   $ (165,270)
                                                       ============ ========= ============= ============= ============ =============
</TABLE>













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

                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                                                30DC, INC. AND SUBSIDIARY
                                          Consolidated Statements of Cash Flows


                                                                                      Year Ended
                                                                                       June 30,            June 30,
                                                                                         2012                2011
                                                                                    --------------    -----------------
<S>                                                                                 <C>               <C>
Cash Flows from Operating Activities:
    Net Income (Loss)                                                               $      32,207     $     (1,440,046)
    Loss From Discontinued Operations                                                      22,078               99,501

     Adjustments to Reconcile Income (Loss) from Continuing Operations
     to Net Cash Provided By (Used In) Operating Activities
        Depreciation and Amortization                                                      53,701               70,743
        Equity Based Payments To Non-Employees                                                  -              475,988
        Equity Based Payments To Employees                                                      -              100,000

     Changes in Operating Assets and Liabilities
        Accrued Commissions Receivable                                                     23,561               43,784
        Accounts Receivable                                                              (156,104)                   -
        Due From Related Party (Note 8)                                                  (159,183)                   -
        Accounts Payable                                                                   25,819               (3,222)
        Accrued Expenses and Refunds                                                      197,825              127,117
        Accrued Commissions Expense                                                       667,622               23,286
        Deferred Revenue                                                                  (18,388)             (76,518)
        Due to Related Parties                                                            344,066              236,048
                                                                                    --------------    -----------------
                  Net Cash Provided By (Used in) Operating Activities                   1,033,204             (343,319)
                                                                                    --------------    -----------------

Cash Flows from Investing Activities
        Purchases of Property and Equipment                                                (7,118)             (16,554)
        Cash - Acquired In Acquisition of Infinity                                              -                3,350
                                                                                    --------------    -----------------
                  Net Cash Used in Investing Activitities                                  (7,118)             (13,205)
                                                                                    --------------    -----------------

Cash Flows from Financing Activities
        Sale of common stock, net                                                               -              342,250
        Deferred Financing Costs                                                                -                7,500
                                                                                    --------------    -----------------
                  Net Cash Provided by Financing Activities                                     -              349,750
                                                                                    --------------    -----------------

Cash Flows from Discontinued Operations
        Cash Flows From Operating Activities                                              (24,971)             (21,333)
                                                                                    --------------    -----------------
                  Net Cash Used in Discontinued Operations                                (24,971)             (21,333)
                                                                                    --------------    -----------------

Effect of Foreign Exchange Rate Changes on Cash                                            (3,738)              33,491
                                                                                    --------------    -----------------

Increase in Cash and Cash Equivalents                                                     997,377                5,385
Cash and Cash Equivalents - Beginning of Period                                            33,790               28,405
                                                                                    --------------    -----------------
Cash and Cash Equivalents - End of Period                                           $   1,031,167     $         33,790
                                                                                    ==============    =================

Supplemental Disclosures of Non Cash Financing Activity

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

Common Stock Issued to Settle Liabilities, Including $25,000 in
 Discontinued Operations                                                            $           -     $        304,125

Common Stock Surrendered to Settle Related Party Liability (See Note 8)             $     159,183     $              -
</TABLE>

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

                                       F-7
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012


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.

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  100,000 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.

In May of 2012 the Company  signed a joint venture  agreement  ("JV  Agreement")
with  Netbloo  Media,  Ltd.  ("Netbloo")  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 is responsible  for  marketing,  sales
and administration and Netbloo is responsible for product  development.  MagCast
was  launched in May 2012 and a majority  of sales were the result of  affiliate
marketing  relationships  which result in commission of 50% of gross revenue for
those sales to the affiliate  responsible  for the sale.  Pursuant to ASC 808-10
the  joint  operating  activity  with  Netbloo  is  considered  a  collaborative
arrangement.  The  Company  has been deemed the  principal  participant  and has
recorded  all revenue  under the JV  Agreement  on a gross basis with the 50% of
revenue due Netbloo,  net of affiliate  commissions and other  allowable  costs,
recorded as commission expense.

                                      F-8
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

On December  31, 2012 the Company  and Netbloo  entered  into an asset  purchase
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.

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.  The Purchase  expired March 31, 2012 before all the terms
and conditions could be met.

GOING CONCERN

The  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 June 30,
2012, the Company has a working capital deficit of approximately  $1,703,000 and
has accumulated losses of approximately $2,736,000 since its inception. At April
30, 2013 the Company had a working capital deficit of approximately  $1,800,000.
Subsequent to June 30, 2012 the Company received  $105,000 in cash from the sale
of 300,000 shares of Strategic  Environmental and Energy  Resources,  Inc. which
were included in Assets of  Discontinued  Operations.  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.  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  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 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with United States generally accepted accounting  principles ("GAAP")
and 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 June 30,  2012.  For the period
beginning  July 1, 2010 and ending  September 10, 2010 only the accounts of 30DC
DE are included in the financial statements.

                                      F-9
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts.  The Company believes it is not exposed to any significant credit
risk related to cash and cash equivalents.

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.  The Company  completed  an
evaluation  of  goodwill  at June 30,  2012 and  determined  that  there  was no
impairment.

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.
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.

                                      F-10
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

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 reasonably 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 in accordance with the specific guidance for
recognizing software revenue,  where applicable,  the Company recognizes revenue
from perpetual software licenses at the inception of the license term,  assuming
all revenue  recognition  criteria have been met.  Term-based  software  license
revenue is  recognized  on a  subscription  basis  over the term of the  license
entitlement.   The  Company   recognizes   revenue  for   software   hosting  or
software-as-a-service (SaaS) arrangements as the service is delivered, generally
on a  straight-line  basis,  over the  contractual  period  of  performance.  In
software hosting  arrangements  where software licenses are sold, the associated
software revenue is recognized  according to whether perpetual  licenses or term
licenses are sold,  subject to the above guidance.  In SaaS  arrangements  where
software  licenses  are not sold,  the entire  arrangement  is  recognized  on a
subscription  basis over the term of the arrangement.  Deferred revenue consists
of the unearned  portion of  subscription  payments,  seminar fees and mentoring
revenue as of the financial statement date.

Pursuant to ASC 808-10,  the JV Agreement with Netbloo has been  classified as a
collaborative arrangement. The Company is deemed to be the principal participant
and has recorded all transactions under the JV Agreement on a gross basis.

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. All other Company operations use the United States dollar as
their functional currency. Under ASC 830 "Foreign Currency Matters",  functional
currency assets and liabilities are translated into the reporting  currency,  US
Dollars,  using  period  end  rates  of  exchange  and the  related  translation

                                      F-11
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

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 reporting 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 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  income  or  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 income
per share 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  however,  options
and warrants that have an exercise  price in excess of the average  market price
during the period are not included in the  computation  of diluted  earnings per
share  because they would be  antidilutive.  The  computation  of net income per
share for the year ended June 30, 2012 and net loss per share for the year ended
June 30, 2011 excludes potentially  dilutive securities  consisting of 3,401,522
warrants and 600,000 options because their inclusion would be anti-dilutive.  In
computing net income or loss per share, warrants with an insignificant  exercise
price are deemed to be outstanding common stock.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial  Accounting  Standards Board ("FASB") issued ASU
No.  2013-02,  "Reporting  of Amounts  Reclassified  Out of Other  Comprehensive
Income ". ASU 2013-02  finalized  the  reporting  for  reclassifications  out of
accumulated  other  comprehensive  income,  which was previously  deferred.  The
amendments  do not change the current  requirements  for reporting net income or
other comprehensive income in financial statements.  However, they do require an
entity to provide information about the amounts  reclassified out of accumulated
other comprehensive  income by component.  An entity is also required to present
on the face of the financials  where net income is reported or in the footnotes,
significant amounts  reclassified out of accumulated other comprehensive  income
by the respective line items of net income, but only if the amount  reclassified
is required under U.S. GAAP to be  reclassified to net income in its entirety in
the same reporting period.  Other amounts need only be cross-referenced to other
disclosures  required  that  provide  additional  detail of these  amounts.  The
amendments in this update are effective for reporting  periods  beginning  after
December  15,  2012.  The  adoption of this  standard is not  expected to have a
material impact on the Company's consolidated financial statements.

NOTE 3. BUSINESS COMBINATION
----------------------------

The  Company  accounts  for  business  combinations  under  ASC  Topic 805 which
establishes  principles  and  requirements  as to how  acquirers  recognize  and
measure the identifiable  assets acquired,  the liabilities assumed and goodwill
acquired in a business combination.


                                      F-12
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

30DC, Inc.

On September  10, 2010,  Infinity  exchanged  60,984,000  shares for 100% of the
outstanding shares of 30DC DE. 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.

Accordingly,  the share  exchange has been  accounted for as a reverse  business
combination in which 30DC DE is deemed to be the accounting acquirer.

The fair value of the assets  acquired in the share  exchange  with Infinity was
$1,689,880  based on 6,547,391  shares  issued at a value of $0.16 per share and
the assumption of  identifiable  liabilities  of $642,297.  As part of the share
exchange  30DC DE acquired  identifiable  assets of $186,020  and the  remaining
portion of fair value has been  allocated to  goodwill.  Pursuant to the reverse
business  combination,  30DC DE has restated  its  statements  of  stockholders'
equity on a recapitalization basis, so that all accounts are now presented as if
the reverse  business  combination had occurred at the beginning of the earliest
period presented.

NOTE 4. COLLABORATIVE ARRANGEMENT
---------------------------------

In May of 2012 the Company  signed a joint venture  agreement  ("JV  Agreement")
with  Netbloo  Media,  Ltd.  ("Netbloo")  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 is responsible  for  marketing,  sales
and administration and Netbloo is responsible for product  development.  MagCast
was  launched in May 2012 and a majority  of sales were the result of  affiliate
marketing  relationships  which result in commission of 50% of gross revenue for
those sales to the affiliate  responsible  for the sale.  Pursuant to ASC 808-10
the  joint  operating  activity  with  Netbloo  is  considered  a  collaborative
arrangement.  The  Company  has been deemed the  principal  participant  and has
recorded all  transactions  under the JV Agreement on a gross basis with the 50%
amount  net of  affiliate  commissions  and other  allowable  costs due  Netbloo
recorded as commission expense.

The  following  revenue  and  expense  amounts  from  transactions  under the JV
Agreement are included in the Statement of Operations;

Sales of MagCast Publishing Platform                                  $1,239,371
Affiliate Commission Expense, including $320,081 accrued but not paid    320,081
Transaction Fees                                                          29,412
Netbloo Commissions, including $369,582 accrued but not paid             444,939
                                                                      ----------
Net Profit                                                            $  444,939
                                                                      ==========

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

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.

                                      F-13
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012


Results of Discontinued Operations for the

                                                    Year Ended     Year Ended
                                                  June 30, 2012  June 30, 2011
                                                  -------------- --------------
Other Income                                      $           -  $          -
Other expenses                                           18,328        16,845
Loss from operations                                    (18,328)      (16,845)
Realized loss on marketable securities                        -       (24,490)
Unrealized gain (loss) on marketable securities          (3,750)      (58,166)
                                                  -------------- --------------
Net loss                                          $     (22,078) $    (99,501)
                                                  ============== ==============


Assets and Liabilities of Discontinued Operations as of

                                             June 30, 2012    June 30, 2011
                                             -------------    -------------
ASSETS

Marketable securities                        $      95,625    $     99,375
                                             -------------    -------------
Total assets of discontinued operations      $      95,625    $     99,375
                                             =============    =============

LIABILITIES

Accounts payable                             $      94,428    $     94,139
Accrued expenses                                    58,138          46,233
Notes payable                                      124,770         135,020
Due to related parties                              97,420         106,007
                                             -------------    -------------
Total liabilities of discontinued operations $     374,756    $    381,399
                                             =============    =============


NOTES PAYABLE

Included in liabilities of discontinued operations at June 30, 2012 and June 30,
2011 are  $169,801  and  $193,367  respectively  (including  $45,031 and $58,347
respectively  of notes  payable  included  in due to related  parties)  in notes
payable  plus related  accrued  interest of which are all in default for lack of
repayment by their due date. For the year ended June 30, 2012 and for the period
subsequent to the share  exchange with 30DC DE through June 30, 2011 the Company
incurred  interest expense on notes payable of $15,884 and $14,710  respectively
which is  included in the  Statement  of  Operations  under  income  (loss) from
discontinued operations.

NOTE 6. 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 as of July 1, 2010.  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.

                                      F-14
<PAGE>
                             30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

                                                              Year Ended
                                                             June 30, 2011
                                                               (Unaudited)
                                                            -----------------

Revenues                                                    $      1,893,313
Operating Expenses                                                 3,272,394
                                                            -----------------
Loss from Continuing Operations                                   (1,379,081)
Loss from Discontinued Operations                                   (126,790)
                                                            -----------------
Net Loss                                                          (1,505,871)
Foreign Currency Translation Loss                                    (99,130)
                                                            -----------------
Comprehensive Loss                                          $     (1,605,001)
                                                            =================
Basic and Diluted Loss Per Share                            $           (.02)
Weighted Average Shares Outstanding - Basic and Diluted           72,351,739


NOTE 7.  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 8.  RELATED PARTY TRANSACTIONS
-----------------------------------

The Company entered into three-year Contract For Services Agreements  commencing
July 2009 ("Commencement Date") 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 Mr.  Raine are both  beneficial  owners 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.  Jesselton
voluntarily  withdrew from its contract with the Company effective March 1, 2012
and Mr.  Carey has  continued as a director of the Company.  The  Marillion  and
Raine Ventures  contracts expired June 30, 2012 and have continued on a month to
month basis under the same terms.

                                      F-15
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

Cash  remuneration  under the Marillion,  23V and Raine Ventures  agreements was
initially  $250,000  per year and $200,000  under the  Jesselton  agreement.  On
December 12, 2011 cash  remuneration for the Marillion and Jesselton  agreements
was amended for the year ended June 30, 2012 to the Australian Dollar equivalent
of the originally  contracted amounts at the exchange rate on the contract start
date of July 15, 2009. The Marillion original annual contract amount of $250,000
has been  amended to  $317,825  AUD Dollars and the  Jesselton  original  annual
contract  amount of $200,000  has been  amended to  $254,260  AUD which has been
accrued on a  proportionate  basis through  February 29, 2012 due to Jesselton's
voluntary  withdrawal  from its contract  effective  March 1, 2012  resulting in
$169,507  AUD for  Jesselton  remuneration  during the year ended June 30, 2012.
During the year ended June 30, 2012  Marillion  was paid  $476,111 AUD ($491,690
USD) which exceeds Marillion's contracted amount by $158,139 AUD ($159,183 USD).
The $159,183 was settled by Marillion  surrendering  1,591,827 of the  Company's
common shares,  which it held and the Company has canceled  these shares.  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 years
ending June 30, 2011 and June 30, 2012.

During the term of the agreements,  Marillion, Jesselton and Raine Ventures were
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  preexisting
contractual  relationship and formally set the terms and conditions  between the
parties from July 1, 2009 and all prior  understandings and agreements - oral or
written were merged  therein,  including the respective  executive  services and
consulting services agreements. All compensation under the contract for services
agreements is identical  with the respective  executive  services and consulting
agreements.  Where  applicable  under local law, all payroll and other taxes are
the responsibility of Marillion, Jesselton, 23V and Raine Ventures 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 year ended June 30, 2011 the bonus
for  Marillion  was $79,643,  all earned  prior to September  10, 2010 and total
compensation  was $359,864  and the bonus for Raine  Ventures was $-0- and total
compensation was $250,000.  For the year ended June 30, 2012 total  compensation
earned by  Marillion  was  $317,825 AUD  ($328,376  USD) and total  compensation
earned by Raine  Ventures was $250,000.  Marillion and Raine  Ventures are to be
paid in accordance with their annual  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.

Beginning July 1, 2011,  the Company paid Marillion  $2,500 AUD ($2,582 USD) per
month to cover office related expenses which is included in operating expenses.

At June 30,  2011,  due to related  parties  included  $114,715 due to Jesselton
which  consists of $6,715 for  contractor  fees and $108,000 for fees related to
the share exchange  between 30DC DE and Infinity and $121,750 due to Theodore A.
Greenberg,   30DC's  CFO  for  compensation.   Jesselton  earned  $250,000  upon
completion of the share exchange between 30DC and Infinity on September 10, 2010
$125,000 of which was satisfied by issuance of 480,770 of the  Company's  common
shares. 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.

                                      F-16
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

At June 30, 2012,  due to related  parties  includes  $275,317 due to Jesselton,
which consists of $167,317 for contractor  fees and $108,000 for fees related to
the share  exchange  between 30DC DE and Infinity,  $9,815 due to Raine Ventures
under its  contractor  agreement  and $321,000 due to Theodore A.  Greenberg for
compensation.

NOTE 9.  PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following:

                                                 June 30, 2012   June 30, 2011
                                                --------------- ---------------
Computer and Audio Visual Equipment             $       437,659 $       450,630
Office equipment and Improvements                        68,859          71,870
                                                --------------- ---------------
                                                        506,518         522,500
Less accumulated depreciation and amortization         (472,418)       (438,459)
                                                --------------- ---------------
                                                $        34,100 $        84,041
                                                =============== ===============

Depreciation  and  amortization  expense was $53,701 for the year ended June 30,
2012 and $70,743 for the year ended June 30, 2011.

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

NOTE 10. INCOME TAXES
---------------------

The Company's income tax provision (benefit) consists of the following:

                                       Year Ended      Year Ended
                                     June 30, 2012   June 30, 2011
                                    --------------- ---------------
Federal
  Current                           $            -  $            -
  Deferred                                  18,200        (217,283)

State and Local
  Current                           $            -  $            -
  Deferred                                   1,200         (13,017)

Change in valuation allowance              (19,400)        230,300
                                    --------------- ---------------
Income tax provision (benefit)      $            -  $            -
                                    =============== ===============


                                      F-17
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

Deferred taxes are provided for the tax effects of temporary differences between
the  financial  reporting  basis and the tax basis of  assets  and  liabilities.
Significant  temporary  differences  at June 30,  2012 and June 30,  2011 are as
follows:
                                                Year Ended      Year Ended
                                              June 30, 2012   June 30, 2011
                                             --------------- ---------------

Deferred tax asset
  Net operating loss carryforward - Federal  $     $384,400  $      518,300
  Net operating loss carryforward - State             6,600          14,600
  Fixed asset depreciation                           21,500          21,200
 Accrued expenses                                   158,200          36,000
                                             --------------- ---------------
Total deferred tax asset                            570,700         590,100
Less valuation allowance                           (570,700)       (590,100)
                                             --------------- ---------------
Total net deferred tax asset                 $            -  $            -
                                             =============== ===============

The following is a  reconciliation  of the U.S. tax statutory income tax rate to
the effective tax rate from continuing operations:

                                                  Year Ended      Year Ended
                                                June 30, 2012   June 30, 2011
                                               --------------- ---------------

U.S. statutory rate                                      34.0%         (34.0%)
 State and local taxes net of federal benefit             1.3           (2.0)
Change in valuation allowance                           -35.7           17.2
Nondeductible transaction fees                                          10.6

Other Permanent differences                               0.4            8.2
                                               --------------- ---------------
Effective income tax rate                               (0.0%)          (0.0%)
                                               =============== ===============

The Company applies the provisions of ASC 740, which  prescribes the recognition
and measurement  criteria related to tax positions taken or expected to be taken
in a tax return.  For those  benefits to be  recognized,  a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The
ultimate  realization of deferred tax assets is dependent upon the generation of
future  taxable income during the periods in which those  temporary  differences
become deductible.  Management considers projected future taxable income and tax
planning strategies in making this assessment.  Management has concluded that it
is more likely than not that the Company  will not be able to realize all of its
tax benefits and therefore a valuation  allowance of approximately  $570,700 has
been  established.  For the years  ended June 30,  2012 and June 30,  2011,  the
change in  valuation  allowance  was a decrease  of $19,400  and an  increase of
$230,300 respectively.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's  financial statements and prescribes a recognition  threshold
and measurement process for financial statement recognition and measurement of a
tax position  taken or expected to be taken in a tax return.  For those benefits
to be recognized,  a tax position must be  more-likely-than-not  to be sustained
upon  examination  by taxing  authorities.  ASC 740 also  provides  guidance  on
derecoginition,  classification,  interest and penalties,  accounting in interim
period,  disclosure and  transition.  The Company is required to file income tax
returns  in the  United  States  (federal)  and in  various  state and local and
foreign jurisdictions.  Based on the Company's evaluation, it has been concluded
that there are no significant  uncertain tax positions requiring  recognition in
the Company's financial statements.  The Company does not expect any significant
changes in its unrecognized tax benefits in the next year.

                                      F-18
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

The  Company's  policy for  recording  interest and  penalties  associated  with
uncertain  tax  positions is to record such expense as a component of income tax
expense.  There were no amounts accrued for penalties or interest as of or years
ended June 30, 2012 and 2011.

As a  corporation  formed in the United  States,  the  Company is subject to the
United States  corporation  income tax on worldwide net 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.  Corporate  income taxes paid to
Australia  will  generally  be  available  as a  credit  against  United  States
corporation  income tax. The 30DC DE did not have nexus to any individual  state
in the United States prior to the share  exchange with Infinity on September 10,
2010 and  accordingly no deferred tax asset was recognized for state taxes prior
to that date.  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.

As of June 30, 2012 and June 30, 2011, the Company had approximately  $1,130,600
and $1,524,300 of U.S. federal net operating loss carryovers, respectively which
expire  starting in 2030. 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 in the future as determined under the regulations.

At the time of the share  transaction,  Infinity had  approximately  $936,300 in
U.S.  federal net  operating  loss  carryovers  and $170,500  U.S.  capital loss
carryovers  which  expire  beginning  in 2023  and are not  included  in the net
operating  loss  carryover  above.  The  business  of  Infinity  is  included in
discontinued  operations,  pursuant to limitations  under Internal  Revenue Code
Section 382 these carryovers  cannot be utilized to offset future taxable income
from continuing operations.

The Company has filed all U.S. federal tax returns and has filed state and local
tax  returns due since the share  transaction.  The Company is in the process of
filing  State and local tax returns for  Infinity  from  2005-2009.  The Company
believes no material  tax balance is due for all tax returns  which have not yet
been filed.

NOTE 11. 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 DE 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 6. 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.

                                      F-19
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

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;
769,231 for $200,000 in contractor  fees due for the fiscal year ending June 30,
2010 and 480,770 for  $125,000 of the  $250,000 fee that was due for advising on
the process which resulted in completion of the share exchange.

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
8).

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

On June 28, 2012, Marillion  Partnership  surrendered 1,591,827 of the Company's
common shares it held and the Company has canceled these shares (see note 7).

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
Marillion Partnership                                  (1,591,827)
                                                  ----------------

Common Shares Outstanding June 30, 2012                72,928,421
                                                  ================

                                      F-20
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

Warrants and Options

Infinity issued 600,000 options under its 2008 stock option plan which are fully
vested and remain 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.

No options have been issued under  Infinity's  stock option plan since the share
exchange with 30DC DE.

As  further  detailed  in  Note  13,  on  October  11,  2012  1,500,000  options
exercisable  at $0.08 per share  expiring  on October  10,  2022 were  issued to
Theodore A. Greenberg,  the Company's Chief Financial Officer and a Director and
1,500,000  options  exercisable  at $0.08 per share expiring on October 10, 2022
were  issued to Henry  Pinskier  who joined the Company as a director in October
2012.

At June 30, 2012 the outstanding options had no intrinsic value.

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

Pursuant to the PPM  discussed in Note 6, a first  closing was held on September
22, 2010 under which 2,554,205 warrants at 37 cents per share, expiring December
21,  2010  were  issued  along  with  2,554,205  warrants  at 50 cents per share
expiring  September  22,  2015.  The  warrants  expiring  December 21, 2010 were
subsequently  extended to March 15, 2011. 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  date five years from the
date of  investment  were issued.  All of the warrants  expiring  March 15, 2011
expired unexercised.
<TABLE>
<CAPTION>
NOTE 12. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
----------------------------------------------------
                                                             Year Ended         Year Ended
                                                           June 30, 2012      June 30, 2011
                                                          ---------------    ---------------
<S>                                                       <C>                <C>
Related Party Contractor Fees Base Compensation (1)       $      753,428     $      730,221
Related party Contractor Fees Bonus Compensation (1)(2)                -             79,643
Officer's Salary                                                 200,000            200,000
Independent Contractors                                          370,284            556,305
Transaction Fees (3)                                                   -            670,138
Commissions                                                      833,449             97,839
Professional Fees                                                291,895            357,034
Travel Expenses                                                   31,225            150,136
Other Operating Costs                                            363,013            355,732
                                                          ---------------    ---------------

Total Operating Expenses                                  $    2,843,294     $    3,197,048
                                                          ===============    ===============
</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,  Raine Ventures which provides  services to the Company  including
     for Dan  Raine  to act as  Vice  President  for  Business  Development  and
     Jesselton,  Ltd. which provided  services to the Company  including Clinton
     Carey serving as Chief Operating  Officer of the Company  through  February

                                      F-21
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2012

     28,  2012.  The  annual  contracted  amounts  are not  required  to be paid
     proportionately   throughout  the  year,   however  expense  is  recognized
     proportionately  throughout  the year,  and amounts may vary from period to
     period due to fluctuations in foreign currency exchange rates.

(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 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  Financial  Center,  Inc. was due
     675,314 common shares which were valued at $189,088.


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

Effective  July 15,  2012,  the  Company  entered  into a  six-month  Consulting
Services Agreement with GHL Group, Ltd., whose President,  Gregory H. Laborde is
a Director.  Pursuant to the Consulting Services  Agreement,  GHL Group received
500,000 shares of the Company's  restricted  common stock and payments of $3,000
monthly for  services  including  but not  limited to  evaluation  of  financial
forecasts,  assisting in the  development  of business and  financial  plans and
assisting in the identification of potential acquisitions and financial sources.
The  contract  expired  January 15, 2013 and has  continued  on a month to month
basis under the terms of the expired agreement.

On October 11, 2012,  the  Company's  board of directors  approved the Company's
2012 stock option plan and grants of 3,000,000 options to purchase the Company's
common  stock  with an  exercise  price of $0.08 per share.  1,500,000  of these
options were granted the Theodore A.  Greenberg,  the Company's  Chief Financial
Officer  and a Director  of the  Company and  1,500,000  of these  options  were
granted to Henry Pinskier who joined the Company as a Director in October 2012.

On November  20,  2012 the  Company  issued  515,385  shares of common  stock to
consultants as partial payment for services. This included the 500,000 shares of
common stock issued to GHL noted above.

On December  31, 2012 the Company  and Netbloo  entered  into an asset  purchase
agreement  for the  Company to  purchase  Netbloo's  interest  in the MagCast JV
Agreement  and  Market  Pro Max a  product  which  helps  companies  run  online
information businesses.  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.

In two separate  transactions  in January and March 2013 the Company  received a
total  of  $105,000  in cash  from  the  sale of  300,000  shares  of  Strategic
Environmental  and  Energy  Resources,  Inc.  which were  included  in Assets of
Discontinued Operations at a value of $60,000 at June 30, 2012.

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

                                      F-22
<PAGE>

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------

Not applicable.


ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required to be disclosed by our Company is
recorded, processed,  summarized and reported, within the time periods specified
in the  rules  and  forms of the SEC.  Our  Chief  Executive  Officer  and Chief
Financial  Officer are responsible for establishing  and maintaining  disclosure
controls and procedures for our Company.

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  carried  out  an  evaluation  of the  effectiveness  of our
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this annual report on Form 10-K (the "Evaluation Date"). Based
upon that evaluation,  our Chief Executive  Officer and Chief Financial  Officer
concluded  that,  as  of  the  Evaluation  Date,  our  disclosure  controls  and
procedures are not effective to ensure that information required to be disclosed
by us in the  reports  that we file or  submit  under  the  Exchange  Act (i) is
recorded, processed,  summarized and reported, within the time periods specified
in the SEC  rules  and forms and (ii) is  accumulated  and  communicated  to our
management,  including our Chief Executive Officer and Chief Financial  Officer,
as  appropriate  to  allow  timely  decisions  regarding  required   disclosure.
Specifically,  management's  evaluation  was  based  on the  following  material
weaknesses, which existed as of June 30, 2012:

     (1)  Financial  Reporting  Systems:  We did not maintain a fully integrated
          financial consolidation and reporting system throughout the period and
          as a result, extensive manual analysis, reconciliation and adjustments
          were required in order to produce  financial  statements  for external
          reporting purposes.

     (2)  Segregation  of  Duties:   We  do  not  currently  have  a  sufficient
          complement of technical  accounting  and external  reporting  personal
          commensurate to support standalone  external financial reporting under
          public company or SEC requirements.  Specifically, the Company did not
          effectively  segregate certain accounting duties due to the small size
          of  its  accounting   staff,  and  maintain  a  sufficient  number  of
          adequately  trained  personnel  necessary to  anticipate  and identify
          risks  critical to financial  reporting  and the closing  process.  In
          addition, there were inadequate reviews and approvals by the Company's
          personnel of certain reconciliations and other processes in day-to-day
          operations due to the lack of a full complement of accounting staff.

     (3)  Overpayment of Contractor  Fees:  The Company did not maintain  proper
          controls  over  revenue  received  , and  disbursements  for, a Paypal
          e-commerce  account and a related  party bank  account  which had been
          used  historically by the business prior to the Infinity  transaction,
          As a result,  during the fiscal year ended June 30,  2012,  Marillion,
          which is a company  affiliated with our Chief Executive  Officer,  was
          paid  contractor  fees of $158,139 AUD ($159,183 USD) in excess of the
          amount of its annual contract.  The Company has taken steps to prevent
          future  occurrences  by notifying  all repeat  paying  customers  that
          payments are to be remitted to specific  company  accounts  which have
          more  appropriate   financial   controls.   The  Company's  Board  has
          stipulated  that the accounts in question are no longer to be used for
          any ongoing or new business,  any deposit errors are to be immediately
          corrected  by transfer of funds to  appropriate  accounts and that the
          Company's Chief Financial Officer be informed of all receipts so funds
          can be tracked on a timely basis.


                                      -24-
<PAGE>

We believe that our weaknesses in internal control over financial  reporting and
our  disclosure  controls  relate  in part to the fact  that we are an  emerging
business with limited  personnel.  Management and the Board of Directors believe
that the Company  must  allocate  additional  human and  financial  resources to
address these matters.  Throughout  the year, the Company has been  continuously
improving its monitoring of current  reporting  systems and its  personnel.  The
Company intends to continue to make  improvements in its internal  controls over
financial  reporting and disclosure  controls until its material  weaknesses are
remediated.

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.

DISCLOSURE CONTROLS AND PROCEDURES

Our  management,  including  our Chief  Executive  Officer  and Chief  Financial
Officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all errors and all fraud. A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected, at this time.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company's  internal control over financial  reporting
that occurred during the fiscal quarter ended June 30, 2012, that has materially
affected,  or is reasonably  likely to materially  affect,  its internal control
over financial reporting.

ITEM 9B. OTHER INFORMATION
--------------------------

Not applicable.
















                                      -25-

<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
---------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
30DC, Inc., directors or executive officers, including their ages as of June 30,
2012.

        NAME               AGE                     POSITION
------------------------ ------- ----------------------------------------------
Edward Dale                42    President, CEO and Chairman of the Board (1)

Theodore A. Greenberg      52    CFO, Secretary and Director

Clinton Carey              42    Director (2)

Gregory H. Laborde         47    Director

Pierce McNally             63    Director

Henry Pinskier             52    Director (3)
------------------------

     (1)  Mr.  Dale  resigned  as  Chairman of the Board on January 31, 2013 and
          remains a Director.
     (2)  Mr. Carey  resigned as the Chief  Operating  Officer of the Company on
          March 1, 2012.  Mr.  Carey  resigned  as a Director  of the Company on
          October 11, 2012.
     (3)  Mr.  Pinskier  was  elected as a Director  on October 11, 2012 and was
          elected Chairman of the Board on January 31, 2013

30DC's directors are elected by the Company's shareholders and hold office until
their successors are duly elected and qualified under 30DC's bylaws.

Unless otherwise indicated,  the directors named above will serve until the next
annual meeting of 30DC stockholders.  Thereafter,  directors will be elected for
one-year terms at the annual stockholders' meeting.

BIOGRAPHICAL INFORMATION

The following is a brief account of the business  experience during at least the
past five years of the directors and Officers of 30DC,  indicating the principal
occupation and employment during that period by each, and the name and principal
business of the organizations by which they were employed.

EDWARD DALE, DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Dale,  age 42, has served as a Director and  President and CEO of 30DC since
the transaction between Infinity and 30DC DE on September 10, 2010. Mr. Dale was
a founding  shareholder of 30DC DE and served as its President,  Chief Executive
Officer and a director from October 2008 until  September 10, 2010. From 2005 to
2008, Mr. Dale developed the 30 Day Challenge business, which he ran for 4 years
as part of the  Marillion  Partnership  and was sold to 30DC DE in July 2009. In
2006, Mr. Dale created and marketed the Dominiche  `Buying and Selling websites'
program.  Mr. Dale is a beneficiary of the Marillion Trust which is a partner in
the Company's majority shareholder,  Marillion Partnership. On January 31, 2013,
Mr. Dale was  adjudicated  in personal  bankruptcy in Australia  resulting  from
claims of personal creditors,  which is the equivalent of involuntary bankruptcy
in the United States. This action was due to personal creditors unrelated to the
Company  and 30DC,  Inc. is not a party to the  matter.  At that time,  Mr. Dale
resigned as Chairman of the Board of  Directors of the Company a position he had

                                      -26-
<PAGE>

held since the  transaction  between  Infinity and 30DC CE on September 10, 2010
and remains a Director.

THEODORE A. GREENBERG, DIRECTOR AND CHIEF FINANCIAL OFFICER

Mr.  Greenberg,  age 53, has served as a Director,  Chief Financial  Officer and
Secretary of 30DC and Infinity  since  November  15,  2005.  Mr.  Greenberg is a
senior financial executive with more than 30 years experience in private equity,
consulting,  industry  and  public  accounting.  He was a  General  Partner  and
co-founder of Park Avenue Equity  Partners,  LP, a $110 million  private  equity
fund  focused on the middle  market.  In his five  years with Park  Avenue,  Mr.
Greenberg,  sourced,  evaluated and negotiated deals and worked extensively with
portfolio  companies post acquisition.  Prior to founding Park Avenue, he worked
with  Development  Capital,  LLC on  direct  equity  investments  and  served as
consulting CFO to one of Development Capital's portfolio companies.  Previously,
Ted directed the financial  services  practice at Marcum & Kliegman,  LLP, a New
York Metropolitan area accounting and consulting firm where he advised on merger
and acquisition transactions,  as well as operations and taxation. Mr. Greenberg
graduated with a BS in Accounting,  Cum Laude,  from the State University of New
York at Albany  and  received  an MBA in  Finance  &  Business  Policy  from the
University of Chicago.  Mr. Greenberg earned certification as a Certified Public
Accountant in New York State.

GREGORY H. LABORDE, DIRECTOR

Mr. Laborde,  age 48, has served as a Director of 30DC since September 10, 2010.
Prior to the  transaction  between  Infinity and 30DC DE, Mr.  Laborde served as
President,  Chief Executive  Officer and Chairman of the Board of Infinity.  Mr.
Laborde  currently  serves as  President  and Chief  Executive  Officer  of 21st
Century  Investor  Relations and has over 22 years  experience on Wall Street in
the areas of investment banking,  trading, sales and financial consulting.  From
1986 to 1997, Mr. Laborde worked in corporate finance at a number of prestigious
NYC based investment banks, including:  Drexel Burnham Lambert, Lehman Brothers,
Gruntal & Co., and Whale Securities.  During his Wall Street tenure, Mr. Laborde
was involved in over 20 public and private financing  transactions totaling over
100 million dollars. In 1999 he founded and took public Origin Investment Group,
a business  development  company  that was  involved in  investing in IT related
businesses.  Mr. Laborde holds a Bachelor of Science degree in Engineering  from
Lafayette College.

PIERCE MCNALLY, DIRECTOR

Mr.  McNally,  age 63, has served as a Director of 30DC and Infinity since 2006.
Mr. McNally, serves of counsel to Gray Plant Mooty, (Minneapolis,  St. Cloud, MN
and   Washington,   D.C.)   practicing   in  the  areas  of  business   law  and
entrepreneurial  services. He also serves as Chief Strategic Officer and General
Counsel  of  OutsourceOne,  Inc.  a  third  party  benefits  administration  and
technology  company  located in  Minneapolis,  MN. He has served as Chairman and
Director of Lockermate  Corporation  of  Minnetonka,  Minnesota,  a company that
provides locker organizing systems and fashion  accessories to the retail trade.
He served as Minnesota American's Chairman of the Board, Chief Executive Officer
and  Secretary  from October 1994 until January 2000,  when  Minnesota  American
merged with CorVu Corporation (OTC: CRVU). He served as Chairman and Director of
Corporate Development of Nicollet Process Engineering,  Inc. from May 1995 until
April  1999,  when he  retired  from the board.  He also  serves on the board of
directors  of Digital Town (OTC:BB  DGTW) and Outsell,  LLC. In December,  1983,
Pierce was  elected to the board of  directors  of his family  company,  Midwest
Communications,  Inc., owner of numerous broadcast properties including WCCO-TV,
WCCO-AM and WLTE in the Twin Cities.  In 1989, he was subsequently  also elected
an officer of the  company  and he served in both  capacities  until the company
merged  with  CBS,  Inc.   (NYSE:CBS)  in  1992.  Mr.   McNally   completed  his
undergraduate  studies at Stanford  University.  He received his law degree from
the  University  of Wisconsin Law School in 1978. He is a member of Order of the
Coif.

                                      -27-
<PAGE>

HENRY PINSKIER, DIRECTOR

Mr.  Pinskier,  age 52, joined the  Company's  board of directors on October 11,
2012 and was elected  Chairman of the Board on January 31,  2013.  Mr.  Pinskier
serves as Chair and Joint Owner  (1993-  current)  of Medi7 Pty Ltd.,  a General
Practice  medical  services  company with 70 Doctors and staff  across  multiple
clinics in Melbourne Australia.  Mr. Pinskier also currently serves as Chair for
RivusTV P/L an unlisted Public Company,  which provides syndicated,  secure easy
to use video on demand system utilizing Pay Per View with a multi-level  payment
distribution  process.  He has  previously  served on the  boards of 3  publicly
listed  companies  in  Australia  related  to Health  technology  in the area of
Medical devices and services as well as having served as a Director of a Private
US  company  with  an  Australian   subsidiary  delivering  safety  surveillance
services.  Mr. Pinskier has been involved in the Health Sector and IT /IM sector
as well as having  served  as a  Director  in the past on a number of  Victorian
public sector  organizations,  VMIA the State Government of Victoria's Insurance
Company from  2005-2011,  Yarra Valley Water from 2008-2011 and The Alfred Group
of Hospitals from 2000-2009. From 1985 until 2000, he practiced medicine. Across
the different  organizations he Chaired Strategy  subcommittees,  Risk and Audit
Committees,  Nomination  Committees  and been part of  Finance  Committees.  Mr.
Pinskier attended and graduated MBBS from Monash University in 1984.

CLINTON CAREY, DIRECTOR

Mr. Carey,  age 42, served as a Director of 30DC since the  transaction  between
Infinity and 30DC DE on  September  10, 2010  through his  resignation  from the
board on October 11, 2012.  Mr. Carey served as the  Company's  Chief  Operating
Officer from  September 10, 2010 through March 1, 2012. Mr. Carey was a founding
shareholder  of 30DC  DE and  served  as a  director  from  October  2008  until
September 10, 2010 and Chief Operation  Officer  starting in July 2009. Over the
past 17 years,  Mr. Carey has been  involved in startup  businesses  at both the
management and the  directorial  level.  Mr. Carey was a director of Roper River
Resources and was involved in the reverse  takeover of Roper River  Resources by
Webjet,  in Australia.  Following  Webjet,  Mr. Carey became involved in several
technology  companies  including Banque  Technology  Systems (UK),  MobiData Ltd
(Australia)  and MDS Group Ltd (UK) for which he helped  raise  capital  and was
involved in  strategic  planning  and  business  development.  Mr. Carey holds a
degree in Economics from Bond University.

No  appointee  for a  director  position  has been  found  guilty  of any  civil
regulatory  or  criminal  offense  or is  currently  the  subject  of any  civil
regulatory proceeding or any criminal proceeding.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires that the  Company's  officers and  directors,  and persons who own more
than ten percent of a registered class of the Company's equity securities,  file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than ten percent  stockholders are
required by  regulation  to furnish to the Company  copies of all Section  16(s)
forms they file.

The following  persons  failed to file forms during the past two fiscal years as
required under Section 16(a) as follows:

None.

CONFLICTS OF INTEREST

Members of the Company's  management are associated with other firms involved in
a range of  business  activities.  Consequently,  there are  potential  inherent
conflicts of interest in their acting as officers and  directors of the Company.
Insofar as the officers and directors are engaged in other business  activities,

                                      -28-
<PAGE>

management  anticipates  it  will  devote  only a  minor  amount  of time to the
Company's affairs.

The Company's  Board of Directors has adopted a policy that the Company will not
seek a merger  with,  or  acquisition  of,  any  entity in which any  officer or
director  serves as an officer  or  director  or in which  they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

There can be no assurance that management will resolve all conflicts of interest
in favor of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

30DC is managed under the direction of its board of directors.

     EXECUTIVE COMMITTEE

     30DC does not have an Executive Committee at this time.

     AUDIT COMMITTEE

     30DC does not have an Audit Committee,  at this time but plans to institute
     an audit committee in the future.

     COMPENSATION COMMITTEE

     30DC  does not have a  Compensation  Committee  at this  time but  plans to
     institute a Compensation Committee in the future.


CONFLICTS OF INTEREST - GENERAL

The Company's  directors and officers  are, or may become,  in their  individual
capacities,  officers,  directors,  controlling  shareholder  and/or partners of
other entities  engaged in a variety of businesses.  Thus, there exist potential
conflicts  of  interest  including,   among  other  things,  time,  efforts  and
corporation  opportunity,  involved in  participation  with such other  business
entities.  While each officer and director of the Company's  business is engaged
in business  activities outside of its business,  the amount of time they devote
to Infinity's business will be up to approximately 40 hours per week.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement  contained in the Company's  Articles of Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors  of the  Company's
business  to  disclose  to 30DC  business  opportunities  which  come  to  their
attention.  The Company's  officers and directors do, however,  have a fiduciary
duty of loyalty to 30DC to disclose to it any business  opportunities which come
to  their  attention,  in  their  capacity  as an  officer  and/or  director  or
otherwise.  Excluded  from this duty  would be  opportunities  which the  person
learns  about  through his  involvement  as an officer  and  director of another
company. The Company has no intention of merging with or acquiring an affiliate,
associate person or business opportunity from any affiliate or any client of any
such person.

                                      -29-

<PAGE>
<TABLE>
<CAPTION>

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The  following  table sets forth the  compensation  paid to officers  during the
fiscal  years  ended  June 30,  2012,  2011 and 2010.  The table sets forth this
information for 30DC and Infinity Capital Group, Inc., including salary,  bonus,
and certain  other  compensation  to the named  executive  officers for the past
three fiscal years and includes all Officers as of June 30, 2012.

                                       SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                           NON-EQUITY      NON-
                                                                            INCENTIVE   QUALIFIED
                                                                             PLAN        DEFERRED
                                                       STOCK      OPTION    COMPEN     COMPENSATION     ALL OTHER
                                SALARY       BONUS     AWARDS     AWARDS     SATION      EARNINGS     COMPENSATION     TOTAL
  NAME & POSITION     YEAR        ($)         ($)        ($)        ($)        ($)         ($)            ($)           ($)
-------------------- -------- ------------ ---------- ---------- ---------- ---------- -------------- -------------- ----------
<S>                  <C>      <C>          <C>        <C>        <C>        <C>        <C>            <C>            <C>
Edward Dale, CEO(1)  2012         328,376          0          0          0          0              0              0    328,376
                     2011         280,221     79,643          0          0          0              0              0    359,864
                     2010         250,000    496,714          0          0          0              0              0    746,714

Clinton Carey, COO   2012         175,052          0          0          0          0              0              0    175,052
(2)                  2011         200,000          0          0          0          0              0              0    200,000
                     2010         200,000          0          0          0          0              0              0    200,000

Dan Raine,           2012         250,000          0          0          0          0              0              0    250,000
VP Business          2011         250,000          0          0          0          0              0              0    250,000
Development (3)      2010         250,000    211,925          0          0          0              0              0    461,925

Theodore A.          2012         200,000          0          0          0          0              0              0    200,000
Greenberg, CFO,      2011         200,000          0          0          0          0              0              0    200,000
and Secretary (4)    2010           6,000          0          0          0          0              0              0      6,000
--------------------
</TABLE>
(1)  During the year ended June 30, 2010, Marillion Partnership ("Marillion"), a
     company  affiliated  with Edward Dale was paid  $746,714,  which includes a
     bonus of $496,714.  By contract  Marillion was receiving annual  contractor
     fees of $250,000. 30DC DE's Board of Directors approved Marillion receiving
     a bonus based on the net cash flow of the 30 Day  Challenge  business  unit
     until such point as 30DC completed the Agreement  which closed on September
     10,  2010.  During  the year  ended  June 30,  2011,  Marillion,  a company
     affiliated  with Edward Dale was paid  $359,864,  which includes a bonus of
     $79,643. This amount was included in related party contractor fees.

     By contract  Marillion receives annual contractor fees of $250,000 however,
     since payment is made in Australian Dollars, and the amount reported in the
     Company's financial  statements is based upon the average exchange rate for
     the year, fluctuation in the exchange rate can cause the amount reported to
     vary from the contract amount. 30DC's Board of Directors approved Marillion
     receiving  a bonus  based  on the  net  cash  flow of the 30 Day  Challenge
     business unit until such point as 30DC completed the Agreement which closed
     on September 10, 2010.

     On  December  12, 2011 cash  remuneration  under the  Marillion  contractor
     agreement  was amended  for the year ended June 30, 2012 to the  Australian
     Dollar equivalent of the originally  contracted amount at the exchange rate
     on the contract start date of July 15, 2009. The original  annual  contract
     amount of $250,000  was amended to $317,825 AUD Dollars  Effective  July 1,
     2012 the United  States Dollar  equivalent  amount varies with the exchange
     rate.  During the year  ended  June 30,  2012,  Marillion  received  annual
     contractor fees of $328,376. During the year ended June 30, 2012, Marillion
     was paid  $158,139  AUD  ($159,183  USD) in fees  beyond  their  contracted
     amount.  On June 28,  2012,  this excess  amount was  settled by  Marillion
     surrendering  1,591,827 of the Company's  common shares,  which it held and
     the Company has canceled these shares.

                                      -30-
<PAGE>

(2)  During the year ended  June 30,  2010,  Jesselton,  Ltd.  ("Jesselton"),  a
     company  affiliated  with Clinton Carey earned  $200,000 in contractor fees
     that were accrued but unpaid and included in related party contractor fees.
     This  amount  was paid in shares of the  Company  after  completion  of the
     acquisition of 30DC by Infinity.

     During  the  year  ended  June  30,  2011,  Jesselton  earned  $200,000  in
     contractor  fees which were  included  in related  party  contractor  fees,
     Jesselton,  also earned  $250,000  pursuant to a consulting  agreement  for
     services  in  connection  with the  closing of the  acquisition  of 30DC by
     Infinity; $125,000 was paid in shares of the Company.

     On  December  12, 2011 cash  remuneration  under the  Jesselton  contractor
     agreement  was amended  for the year ended June 30, 2012 to the  Australian
     Dollar equivalent of the originally  contracted amount at the exchange rate
     on the contract start date of July 15, 2009. The original  annual  contract
     amount of $200,000  was amended to $254,260 AUD Dollars  Effective  July 1,
     2012 the United  States Dollar  equivalent  amount varies with the exchange
     rate.  During the year ended June 30, 2012,  Jesselton,  earned $175,052 in
     contractor  fees.  On March 1, 2012,  Mr. Carey  resigned as the  Company's
     Chief Operating Officer. At such time, Jesselton  voluntarily resigned from
     its contract.

(3)  During the year ended  June 30,  2010,  23V Ltd.  and Raine  Ventures,  LLC
     (collectively  "Raine V"),  companies  affiliated  with Dan Raine were paid
     $461,925,  which includes a bonus of $211,925.  This amount was included in
     related  party  contractor  fees.  By  contract  Raine  V  receives  annual
     contractor fees of $250,000.  30DC DE's Board of Directors approved Raine V
     receiving  a bonus  based on the net cash flow of the  Immediate  Edge unit
     until such point as 30DC completed the Agreement  which closed on September
     10, 2010.  Subsequent to that time, Raine V's contractor fees have followed
     the contracted amount.

     During the years ended June 30, 2011 and June 30, 2012,  Raine V, a company
     affiliated  with Dan Raine earned  $250,000  which were included in related
     party contractor fees.

(4)  During the year ending June 30, 2010, Mr.  Greenberg  received  $6,000 cash
     compensation  from Infinity which was prior to the  transaction  with 30DC.
     During the year ended June 30, 2011, Theodore A. Greenberg earned salary of
     $200,000 for his  services as an officer of the  Company.  $100,000 of this
     amount was paid in shares of the  Company  and the  balance was accrued but
     not actually paid. Mr.  Greenberg earned salary of $200,000 during the year
     ended June 30, 2012 which was accrued but has not been paid.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

COMPENSATION PURSUANT TO STOCK OPTION PLAN

On August 7, 2008 our directors  approved the  Company's  2008 Stock Option Plan
(the  "Plan")  authorizing  the plan to grant  options to purchase up to 970,934
shares of our common stock.

The board's  responsibility will include the selection of option recipients,  as
well as,  the type of option  granted  and the  number of shares  covered by the
option and the exercise price.

Plan options may either  qualify as  non-qualified  options or  incentive  stock
options under  Section 422 of the Internal  Revenue  Code.  Any incentive  stock
option  granted  under the plan must  provide for an exercise  price of at least
100% of the fair  market  value on the date of such grant and a maximum  term of
ten years.  If the employee owns more than 10% of our stock,  the exercise price
of any incentive  option  granted must be at least 110% of fair market value and
must be exercised within five years after the grant.

                                      -31-
<PAGE>

All of our officers,  directors,  key employees and consultants will be eligible
to receive  non-qualified  options under the plan. Only officers,  directors and
employees  who are  formally  employed by the  Company  are  eligible to receive
incentive options.

All incentive options are non-assignable and non-transferable, except by will or
by the  laws  of  descent  and  distribution.  If an  optionee's  employment  is
terminated for any reason other than death, disability or termination for cause,
the stock  option  will  lapse on the  earlier of the  expiration  date or three
months  following the date of termination.  If the optionee dies during the term
of employment, the stock option will lapse on the earlier of the expiration date
of the option or the date one-year  following the date of death. If the optionee
is permanently and totally  disabled  within the meaning of Section  22(e)(3) of
the  Internal  Revenue  Code,  the plan  option will lapse on the earlier of the
expiration date of the option or one year following the date of such disability.

Subsequent  to June 30, 2012,  our directors  approved the Company's  2012 Stock
Option Plan (the "Plan") authorizing the plan to grant options to purchase up to
7,500,000  shares of the Company's  common stock.  On October 11, 2012 1,500,000
options to purchase shares of the Company's common stock were issued to Theodore
A. Greenberg the Company's Chief Financial  Officer and a Director and 1,500,000
options to purchase  shares of the  Company's  common stock were issued to Henry
Pinskier who is a Director and who subsequently became Chairman of the Board.

CONTRACTOR  AGREEMENTS  AND  TERMINATION  OF  CONTRACTOR  AND  CHANGE-IN-CONTROL
ARRANGEMENTS

MARILLION PARTNERSHIP

The Company entered into three-year Contract For Services Agreements  commencing
July 2009 with the Marillion for services  which includes Mr. Edward Dale acting
as the Company's Chief Executive Officer  providing for among other things,  the
payment of $250,000 in cash remuneration per year.

On December 12, 2011 cash remuneration under the Marillion  contractor agreement
was amended for the year ended June 30, 2012 to the Australian Dollar equivalent
of the originally  contracted  amount at the exchange rate on the contract start
date of July 15,  2009.  The  original  annual  contract  amount of $250,000 was
amended to $317,825 AUD Dollars  Effective July 1, 2012 the United States Dollar
equivalent  amount varies with the exchange rate. During the year ended June 30,
2012,  Marillion  received annual  contractor fees of $328,376.  During the year
ended June 30, 2012,  Marillion  was paid  $158,139 AUD  ($159,183  USD) in fees
beyond their contracted amount. On June 28, 2012, this excess amount was settled
by Marillion  surrendering  1,591,827 of the Company's  common shares,  which it
held and the Company has canceled these shares.

The Marillion  contractor agreement expired June 30, 2012 and has continued on a
month to month basis under the terms of the expired agreement.

CLINTON CAREY

The Company entered into three-year Contract For Services Agreements  commencing
July 2009 with  Jesselton,  Ltd.  ("Jesselton")  for services  which include Mr.
Clinton  Carey acting as the Company's  Chief  Operating  Officer  providing for
among other things, the payment of $200,000 in cash remuneration per year.

On December 12, 2011 cash remuneration under the Jesselton  contractor agreement
was amended for the year ended June 30, 2012 to the Australian Dollar equivalent
of the originally  contracted  amount at the exchange rate on the contract start
date of July 15,  2009.  The  original  annual  contract  amount of $200,000 was
amended to $254,260 AUD Dollars  Effective July 1, 2012 the United States Dollar

                                      -32-
<PAGE>

equivalent  amount varies with the exchange rate. During the year ended June 30,
2012, Jesselton, earned $175,052 in contractor fees. On March 1, 2012, Mr. Carey
resigned as the  Company's  Chief  Operating  Officer.  At such time,  Jesselton
voluntarily resigned from its contract.

DAN RAINE

The Company entered into three-year Contract For Services Agreements  commencing
July 2009 with 23V Industries,  Ltd.  ("23V") for services which include Mr. Dan
Raine acting as the Company's Vice President of Business  Development  providing
for among other things,  the payment of $250,000 in cash  remuneration per year.
Effective April 1, 2010,  Raine Ventures,  LLC ("Raine  Ventures")  replaced 23V
Industries,  Ltd in providing  consulting  services to the Company including Mr.
Raine acting as the Company's Vice President of Business Development.

The Raine Ventures contractor  agreement expired June 30, 2012 and has continued
on a month to month basis under the terms of the expired agreement.

In July, 2009 when 30DC DE 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  preexisting
contractual  relationship and formally set the terms and conditions  between the
parties from July 1, 2009 and all prior  understandings and agreements - oral or
written were merged  therein,  including the respective  executive  services and
consulting services agreements. All compensation under the contract for services
agreements is identical  with the respective  executive  services and consulting
agreements.  Where  applicable  under local law, all payroll and other taxes are
the responsibility of Marillion, Jesselton, 23V and Raine Ventures 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.

If in any year  starting  from the  commencement  date,  revenues of 30DC,  Inc.
doubles,  compared  to the  preceding  year,  then a bonus  equal to 50% of cash
remuneration  will be due in shares of 30DC,  Inc. as  additional  compensation.
This  threshold  was not  achieved for the fiscal years ending June 30, 2012 and
2011.

DESCRIPTION OF 30 DC DE CONTRACTOR AGREEMENTS

The Marillion,  Jesselton and Raine V contractor agreements were with 30DC DE, a
subsidiary of 30DC, at this time no one has contractor or employment  agreements
with 30DC. The agreements provided the following terms:

BONUSES:  Performance bonuses and milestones for such bonus are to be determined
by the Board of Directors.

SALARY:  Annual  reviews of  compensation  are to be  performed  by the Board of
Directors. At such review the Board of 30DC shall consider: the responsibilities
of the  contractor,  the  performance  of the company,  the  performance  of the
contractor's  division,  the  performance of the  contractor,  the  remuneration
available in the  workforce  outside the 30DC for persons with  responsibilities
and experience equivalent to those of the contractor and the benefits which have
accrued and will accrue under the agreement.

TAKEOVER  EVENT:  If, a Trade Sale or a Takeover  Event occurs and the Executive
providing  services  through  one of the  contractor  agreements  is required to
resign as Officer of the Company,  and the Agreement is effectively  terminated,

                                      -33-
<PAGE>

then in addition to any other  entitlements  due to the contractor in accordance
with the terms of this Agreement, the contractor will be entitled to:

     -    be paid a lump sum equal to at least the total of all amounts that, if
          the contract had continued  until the end of the term, 30DC would have
          become liable to pay to the contractor during that period; and

     -    be issued  with that  number of shares in 30DC  comprising  50% of the
          cash remuneration.

None of the Executives providing services through the contractor agreements were
required to resign their positions with 30DC as a result of the transaction with
Infinity so this provision did not apply.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In August  2008,  the Board of  Directors  approved  and created a  compensation
committee.  The committee consisted of the independent directors of the Company.
Contemporaneous  with  the  Infinity/30DC  transaction,  two of the  independent
directors  resigned and the compensation  committee ceased to exist. The Company
plans to form a new compensation  committee when new independent  directors join
the board.


                              DIRECTOR COMPENSATION

The Company does not pay any Directors fees for meeting attendance.


                             DIRECTORS COMPENSATION
<TABLE>
<CAPTION>
The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended June 30, 2012:

                                                                      NON-QUALIFIED
                                                     NON-EQUITY          DEFERRED
                   FEES                            INCENTIVE PLAN      COMPENSATION        ALL OTHER
                  EARNED     STOCK      OPTION    COMPENSATION ($)       EARNINGS       COMPENSATION ($)     TOTAL
     NAME         OR PAID    AWARDS     AWARDS                             ($)                                ($)
                  IN CASH      ($)        ($)
                    ($)
---------------- --------- ---------- ---------- ------------------ ------------------ ------------------ ----------
<S>              <C>       <C>        <C>        <C>                <C>                <C>                <C>
Edward Dale (1)     $ -0-      $ -0-      $ -0-              $ -0-              $ -0-           $328,376   $328,376

Clinton Carey (2)   $ -0-      $ -0-      $ -0-              $ -0-              $ -0-           $175,052   $175,052

Theodore A.         $ -0-      $ -0-      $ -0-              $ -0-              $ -0-           $200,000   $200,000
Greenberg (3)

Gregory H.          $ -0-      $ -0-      $ -0-              $ -0-              $ -0-               $-0-       $-0-
Laborde

Pierce McNally      $ -0-      $ -0-       $-0-              $ -0-               $-0-              $ -0-       $-0-
</TABLE>
----------------

(1)  During the year ended June 30, 2012, Marillion  Partnership,  the Company's
     majority  shareholder and of which Edward Dale, is the beneficial  owner of
     the shares,  was paid  $328,376.  The payment was included in related party
     contractor fees. During the fiscal year ended June 30, 2012,  Marillion was

                                      -34-
<PAGE>

     paid $158,139 AUD ($159,183 USD) in fees beyond their contracted amount. On
     June 28, 2012,  this excess  amount was settled by  Marillion  surrendering
     1,591,827 of the Company's common shares, which it held and the Company has
     canceled these shares.

(2)  During the year ended June 30, 2012,  Jesselton,  Ltd. a company affiliated
     with Clinton Carey was paid  $175,052.  The payment was included in related
     party contractor  fees.  Jesselton  voluntarily  withdrew from its contract
     with the Company effective March 1, 2012. At that time Mr. Carey,  resigned
     as the Company's Chief Operating Officer, but remained as a director of the
     Company.  Mr.  Carey  resigned  as a director of the Company on October 11,
     2012.

(3)  During the year ended June 30, 2012, Theodore A. Greenberg earned salary of
     $200,000  for his  services  as an officer of the  Company all of which was
     accrued but not actually paid.

All of the Company's  officers  and/or  directors  will continue to be active in
other  companies.  All officers and directors have retained the right to conduct
their own independent business interests.

The Company does not pay any Directors fees for meeting attendance.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

30DC's  officers  and  directors  are  indemnified  as provided by the  Maryland
Revised Statutes and the bylaws.

Under the Maryland  Revised  Statutes,  director  immunity  from  liability to a
company or its  shareholders  for  monetary  liabilities  applies  automatically
unless it is specifically limited by a company's Articles of Incorporation.  The
Company's  Articles of Incorporation  do not  specifically  limit the directors'
immunity.  Excepted from that immunity are: (a) a willful failure to deal fairly
with  Infinity  or its  shareholders  in  connection  with a matter in which the
director has a material  conflict of interest;  (b) a violation of criminal law,
unless the director had reasonable  cause to believe that his or her conduct was
lawful or no  reasonable  cause to believe that his or her conduct was unlawful;
(c) a transaction from which the director  derived an improper  personal profit;
and (d) willful misconduct.

The Company's bylaws provide that it will indemnify the directors to the fullest
extent not prohibited by Maryland law; provided, however, that it may modify the
extent of such  indemnification  by individual  contracts with the directors and
officers;  and,  provided,  further,  that the Company  shall not be required to
indemnify any director or officer in  connection  with any  proceeding,  or part
thereof, initiated by such person unless such indemnification:  (a) is expressly
required to be made by law, (b) the  proceeding  was  authorized by the board of
directors,  (c) is provided by the Company, in sole discretion,  pursuant to the
powers  vested under  Maryland law or (d) is required to be made pursuant to the
bylaws.

The Company's  bylaws provide that it will advance to any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he is or was a director or officer of
the  Company,  or is or was  serving at the request of Infinity as a director or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request  therefore,  all  expenses  incurred  by  any  director  or  officer  in
connection  with such  proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined  ultimately that
such person is not entitled to be indemnified under the bylaws or otherwise.

The Company's  bylaws provide that no advance shall be made by the Company to an
officer  except by reason of the fact that such officer is or was the  Company's
director in which event this paragraph shall not apply,  in any action,  suit or
proceeding,  whether civil,  criminal,  administrative  or  investigative,  if a
determination  is reasonably and promptly made: (a) by the board of directors by

                                      -35-
<PAGE>

a majority vote of a quorum  consisting of directors who were not parties to the
proceeding,  or (b) if such quorum is not obtainable,  or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion,  that the facts known to the decision-making  party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of 30DC, Inc.

                      EQUITY COMPENSATION PLAN INFORMATION

STOCK OPTION PLAN

The  Company  has an Option  Plan.  As of June 30,  2012,  600,000  options  are
outstanding  under the 2008 Option  Plan of which all  600,000 are  exercisable.
During  the year  ended June 30,  2012,  we did not issue any  shares  under the
option  plan.  We have  reserved a total of 970,934  shares of common  stock for
issuance under the 2008 Option Plan.

Subsequent  to June 30, 2012,  our directors  approved the Company's  2012 Stock
Option Plan (the "Plan") authorizing the plan to grant options to purchase up to
7,500,000  shares of the Company's  common stock.  On October 11, 2012 1,500,000
options to purchase shares of the Company's common stock were issued to Theodore
A. Greenberg the Company's Chief Financial  Officer and a Director and 1,500,000
options to purchase  shares of the  Company's  common stock were issued to Henry
Pinskier who is a Director and who subsequently became Chairman of the Board.


ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of 30DC, Inc. outstanding common stock by:

     o    each  person who is known by 30DC to be the  beneficial  owner of five
          percent (5%) or more of 30DC's common stock;

     o    30DC's chief executive officer, its other executive officers, and each
          director as identified in the  "Management--  Executive  Compensation"
          section; and

     o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The  information  below is based on the  number of shares of 30DC,  Inc.  common
stock that 30DC believes was  beneficially  owned by each person or entity as of
June 30, 2012, including options exercisable within 60 days.

                                      -36-
<PAGE>
<TABLE>
<CAPTION>
                          NAME AND ADDRESS OF BENEFICIAL
    TITLE OF CLASS          OWNER (1) BENEFICIAL OWNER      AMOUNT AND NATURE OF     PERCENT OF CLASS (2)
------------------------ -------------------------------- ----------------------- -------------------------
<S>                      <C>                              <C>                     <C>
Common Restricted        Edward Dale, Director,                       20,036,440                    27.47%
                         President, CEO and Chairman of
                         the Board (Directly and
                         Beneficially through Marillion
                         Partnership)(3)

Common Restricted        Clinton Carey, Director (4)                   3,432,000                     4.71%

Common Restricted        Gregory H. Laborde, Director,                 2,957,250                     4.06%
                         Former President, CEO, and
                         Chairman of the Board
                         (Beneficially through GHL
                         Group, Ltd.)

Common Restricted        Theodore A. Greenberg, CFO,                   1,580,770                     2.17%
                         Secretary and Director

Common Restricted        Pierce McNally, Director                        192,500                     0.26%

Common Restricted        Dan Raine (Beneficially                      10,560,000                    14.48%
                         through Raine Ventures, LLC)

Common Restricted        All Directors and Executive                  28,198,960                    38.67%
                         Officers as a Group (5 persons)
</TABLE>
------------------------

     (1)  All directors can be reached at the address of the Company.

     (2)  At June 30,  2012,  the  Company had  72,928,421  shares of its common
          stock issued and  outstanding.  The Company had 600,000 options issued
          and outstanding,  but the options are not included in this calculation
          as the  Company  considers  them to be "out of the money" and does not
          expect the status to change in the next 60 days.

     (3)  Mr.  Dale  resigned  as  Chairman of the Board on January 31, 2013 and
          remains a Director.

     (4)  Mr.  Carey  resigned as Chief  Operating  Officer on March 1, 2012 and
          resigned as a director on October 11, 2012.

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such

                                      -37-
<PAGE>

person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the percentage of the class owned by any other person.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

RELATED PARTY TRANSACTIONS

During  the  years  ended  June  30,  2012  and  2011,   Marillion   Partnership
("Marillion"), a company affiliated with Edward Dale was paid contractor fees of
$328,376 and $359,864  respectively.  Mr. Dale is CEO, President and Chairman of
the Board of the  Company.  During the year ended June 30, 2012,  Marillion  was
paid $158,139 AUD ($159,183 USD) in fees beyond their contracted amount. On June
28, 2012, this excess amount was settled by Marillion  surrendering 1,591,827 of
the Company's  common  shares,  which it held and the Company has canceled these
shares.

During the years ended June 30, 2012 and 2011, Jesselton, Ltd. ("Jesselton"),  a
company  affiliated  with Clinton  Carey  earned  contractor  fees  $175,052 and
$200,000 respectively. Mr. Carey resigned as COO of the Company on March 1, 2012
and resigned as a Director of the Company on October 11, 2012.

During the year ended June 30, 2012 and 2011, Raine Ventures,  LLC (collectively
"Raine V"),  companies  affiliated  with Dan Raine earned $250,000 in contractor
fees in each year. Mr. Raine has beneficial ownership of 14.48% of the Company.

During the years ended June 30,  2012 and 2011,  Theodore  A.  Greenberg  earned
salary of  $200,000  each  year.  Mr.  Greenberg  is CFO and a  Director  of the
Company.  On October  11, 2012 Mr.  Greenberg  was issued  1,500,000  options to
purchase shares of the Company's common stock.

On October 11, 2012 1,500,000 options to purchase shares of the Company's common
stock  were  issued to Henry  Pinskier  who is a Director  and who  subsequently
became Chairman of the Board.

Effective  July 15,  2012,  the  Company  entered  into a  six-month  Consulting
Services Agreement with GHL Group, Ltd., whose President,  Gregory H. Laborde is
a Director.  Pursuant to the Consulting Services  Agreement,  GHL Group received
500,000 shares of the Company's  restricted  common stock and payments of $3,000
monthly for  services  including  but not  limited to  evaluation  of  financial
forecasts,  assisting in the  development  of business and  financial  plans and
assisting in the identification of potential acquisitions and financial sources.
The  contract  expired  January 15, 2013 and has  continued  on a month to month
basis under the terms of the expired agreement.

30DC DE entered into a three-year  Contract  For Services  Agreement  commencing
July  2009 with the  Marillion  Partnership  ("Marillion")  for  services  which
includes  Mr.  Edward  Dale  acting as the  Company's  Chief  Executive  Officer
providing for among other things,  the payment of $250,000 in cash  remuneration
per year. On December 12, 2011 cash remuneration under the Marillion  contractor
agreement was amended for the year ended June 30, 2012 to the Australian  Dollar
equivalent  of the  originally  contracted  amount at the  exchange  rate on the
contract start date of July 15, 2009.  The original  annual  contract  amount of
$250,000 was amended to $317,825 AUD Dollars  Effective  July 1, 2012 the United
States Dollar  equivalent  amount varies with the exchange  rate. If in any year
starting from the  commencement  date,  revenues of 30DC doubled then  Marillion
would  be due  shares  in  30DC,  Inc.  equal  to 50% of  cash  remuneration  as
additional compensation;  this threshold was not achieved during the term of the
contract.  The  Marillion  contractor  agreement  expired  June 30, 2012 and has
continued on a month to month basis under the terms of the expired agreement.

                                      -38-
<PAGE>

30DC DE entered into a three-year  Contract  For Services  Agreement  commencing
July 2009 with 23V Industries,  Ltd.  ("23V") for services which include Mr. Dan
Raine acting as the Company's Vice President of Business  Development  providing
for among other things,  the payment of $250,000 in cash  remuneration per year.
Effective April 1, 2010,  Raine Ventures,  LLC ("Raine  Ventures")  replaced 23V
Industries,  Ltd in providing  consulting  services to the Company including Mr.
Raine acting as the Company's Vice President of Business Development.  If in any
year starting from the  commencement  date,  revenues of 30DC, Inc. doubled then
Raine Ventures will be due shares in 30DC equal to 50% of cash  remuneration  as
additional compensation;  this threshold was not achieved during the term of the
contract.. The Raine Ventures contractor agreement expired June 30, 2012 and has
continued on a month to month basis under the terms of the expired agreement.

The Company entered into three-year Contract For Services Agreements  commencing
July 2009 with  Jesselton,  Ltd.  ("Jesselton")  for services  which include Mr.
Clinton  Carey acting as the Company's  Chief  Operating  Officer  providing for
among other things,  the payment of $200,000 in cash  remuneration  per year. On
December 12, 2011 cash remuneration under the Jesselton contractor agreement was
amended for the year ended June 30, 2012 to the Australian  Dollar equivalent of
the originally contracted amount at the exchange rate on the contract start date
of July 15, 2009. The original annual contract amount of $200,000 was amended to
$254,260 AUD Dollars  Effective July 1, 2012 the United States Dollar equivalent
amount  varies  with  the  exchange  rate.  If in any  year  starting  from  the
commencement date, revenues of 30DC doubled then Jesselton will be due shares in
30DC, Inc. equal to 50% of cash  remuneration as additional  compensation;  this
threshold  was  not  achieved  during  the  term  of  the  contract.   Jesselton
voluntarily  withdrew from its contract with the Company effective March 1, 2012
and Mr. Carey resigned as Chief Operating Officer.

In August,  2008,  30DC  contracted  with two consultants in connection with the
acquisition  and merger  process which resulted in signing of the Agreement with
Infinity.  Compensation  under both  consulting  agreements  was  contingent  on
completion of the  transaction  with  Infinity.  Upon execution of the Agreement
$250,000  (US) was owed to Jesselton,  Ltd , a consulting  firm which Mr. Carey,
former COO and  formerly a  Director  of the  Company,  is  associated  with and
$250,000  (Australian) was owed to the other consultant.  $125,000 of the amount
due to Jesselton was  satisfied by issuance of 480,770 of the  Company's  common
shares.  During the years ended June 30, 2012 and 2011,  Jesselton  was paid $0-
and $17,000 pursuant to the contract.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL.  Marcum, LLP ("Marcum") is the Company's  principal auditing accountant
firm. The Company's Board of Directors has considered  whether the provisions of
audit services is compatible with maintaining independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended June 30, 2012 and 2011 by Marcum, LLP

                                   Year Ended June 30,
                             2012                      2011
                      --------------------      ------------------
Audit Fees            $           206,010       $         195,990
Audit-related Fees    $                 0       $               0
Tax Fees              $                 0       $               0
All Other Fees        $                 0       $               0
                      --------------------      ------------------
Total Fees            $           206,010       $         195,990



                                      -39-
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
------------------------------------------------

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


(a)  Audited financial statements for years ended June 30, 2012 and 2011


(b)  EXHIBIT NO.                          DESCRIPTION
     ----------   -------------------------------------------------------------

     3.1          Articles of Incorporation of Infinity Capital Group, Inc. (1)

     3.2          Bylaws of Infinity Capital Group, Inc. (1)

     31.1         Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act

     31.2         Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act

     32.1         Certification of Principal Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act

     32.2         Certification of Principal Financial Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act

     101.INS      XBRL Instance Document (2)

     101.SCH      XBRL Taxonomy Extension Schema Document (2)

     101.CAL      XBRL Taxonomy Extension Calculation Linkbase Document (2)

     101.LAB      XBRL Taxonomy Extension Label Linkbase Document (2)

     101.PRE      XBRL Taxonomy Extension Presentation Linkbase Document (2)
     -----------

(1)  Incorporated by reference from the exhibits  included in the Company's Form
     8K12g3 filed with the  Securities  and Exchange  Commission  (www.sec.gov),
     dated May 5, 2005.  A copy can be  provided  by mail,  free of  charge,  by
     sending a written request to 30DC, Inc., 80 Broad Street, 5th Floor, NY, NY
     10004.

(2)  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.



                                      -40-
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  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.

Dated: June 3, 2013
                                By:  /s/ Edward Dale
                                     ------------------------------------------
                                     Edward Dale, President, Chief Executive
                                     Officer and Director


                                By:  /s/ Theodore A. Greenberg
                                     ------------------------------------------
                                     Theodore A. Greenberg, Chief Financial
                                     Officer (Principal Accounting Officer),
                                     Secretary and Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Dated: June 3, 2013
                                                          30DC , Inc.
                                          --------------------------------------

                                          /s/ Edward Dale
                                          --------------------------------------
                                          Edward Dale, Director

                                          /s/ Theodore A. Greenberg
                                          --------------------------------------
                                          Theodore A. Greenberg, Director

                                          /s/ Henry Pinskier
                                          --------------------------------------
                                          Henry Pinskier, Director

                                          /s/ Gregory Laborde
                                          --------------------------------------
                                          Gregory Laborde, Director

                                          /s/ Pierce McNally
                                          --------------------------------------
                                          Pierce McNally, Director




                                      -41-