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, 2011
                                      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:


 Title of each class registered                      Name of each exchange
                                                      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 |X| No |_|

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 |_| 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.
                                                                            |X|

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 $2,645,193 as of December 31, 2010.

There were 74,520,248 shares outstanding of the registrant's  Common Stock as of
December 13, 2011.


<PAGE>
<TABLE>
<CAPTION>
                                             TABLE OF CONTENTS

                                                  PART I

<S>                     <C>                                                                            <C>
ITEM 1                  Business                                                                       4
ITEM 1 A.               Risk Factors                                                                   9
ITEM 1 B.               Unresolved Staff Comments                                                      16
ITEM 2                  Properties                                                                     16
ITEM 3                  Legal Proceedings                                                              16
ITEM 4                  Removed and Reserved                                                           16

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and         16
                        Issuer Purchases of Equity Securities
ITEM 6                  Selected Financial Data                                                        19
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of     19
                        Operations
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                     23
ITEM 8                  Financial Statements and Supplementary Data                                    23
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and Financial      24
                        Disclosure
ITEM 9 A.               Controls and Procedures                                                        24

ITEM 9 B                Other Information                                                              25

                                                 PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                        25
ITEM 11                 Executive Compensation                                                         29
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related     36
                        Stockholder Matters
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence      38
ITEM 14                 Principal Accounting Fees and Services                                         39

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                        40
SIGNATURES
</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.

On September 10, 2010,  Infinity filed a Notification  of Withdrawal of Election
to be Subject to  Sections 55 through 65 of the  Investment  Company Act of 1940
filed pursuant to Section 54(c) of the Investment  Company Act of 1940 (the 1940
Act) on Form  N-54C.  Effective  upon  receipt by the  Securities  and  Exchange
Commission (SEC) the Company was no longer deemed a Business Development Company
and 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 is now the primary business of Infinity.  In addition,  as a
result of the  transaction  the Company's year end changed from December 31st to
June 30th.

Upon closing  Messrs.  Edward Dale and Clinton Carey were both  appointed to the
Board of Directors of Infinity,  Mr. Dale was appointed the new Chief  Executive
Officer  of the  Company  and Mr.  Carey was  appointed  as the Chief  Operating
Officer.  Mr.  Dale is also the  manager  and an equity  holder  of the  largest
shareholder  of 30DC,  Marillion  Partnership.  Infinity has  subsequently  been
renamed  30DC,  Inc.  (Maryland)  ("30DC and together with its  subsidiary  "the
Company").

                                      -4-
<PAGE>

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
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 The 30 Day
Challenge division offers a free online ecommerce training program,  year round,
with an online education subscription service. Additional offerings are products
and services and periodic premium live seminars  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. Rivus offers a solution to broadcast digital content across
the  Internet on a revenue  share basis.  The purchase  price for 100% of Rivus'
issued and  outstanding  shares is 45% of 30DC's adjusted issued and outstanding
shares  immediately  prior  to  closing  which  equates  to  31%  of  the  total
outstanding  shares after closing without regards to the adjustment  factor. The
adjustment factor to 30DC's outstanding shares accounts for 30DC's non-operating
liabilities,  as defined and is expected to increase the deemed  outstanding  by
approximately  four  million  shares  which would  increase  Rivus post  closing
ownership  by an  additional  1%. The Purchase is subject to both 30DC and Rivus
completing  satisfactory due diligence on each other and a minimum capital raise
of $5 million Australian Dollars (AUD) (currently  approximately  $5.15 million)
by January 16, 2012 or such other that date that the parties shall agree.

BUSINESS MODEL

30DC's business is driven by expanding its community of members,  who have grown
from 1,000 members in 2005 to nearly 100,000 members in 2011. The primary driver
of 30DC's  community  growth is the  Challenge  which is a free online  internet
marketing  program  that is  paced  to be  taken  over a  two-month  period.  In
substantial  detail, the Challenge takes participants  through each of the steps
from  developing an idea through  creating a  fully-functioning  online  revenue
generating  business.  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 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    weekend seminars priced up to $1,000 per participant

     o    individual  courses  covering a range of topics  such as  valuing  web
          sites

                                      -5-
<PAGE>

     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.

30DC plans to increase  revenues  through  expanding  its  customer  base and by
offering more products to its existing customer base.  Recently 30 Day has begun
generating  revenue  from  products  that  target an  audience  beyond  internet
marketing such as instruction on filming  high-quality  video  utilizing  mobile
technology devices.

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
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 monthly  subscriptions,  individual
content specific courses, third party products, premium live seminars and one to
one mentoring and consulting. As a third party affiliate, 30 Day Challenge earns
commissions  ranging between 20% and 75% on sales of internet marketing products
and services in a price range of $47 to $1,997.  Specific  products  include the
Challenge +, which is offered as a monthly  subscription for  approximately  $30
per  month,   Dominiche  `Buying  and  Selling  Websites'   instruction  program
("Dominiche"),  the Marillion  Project which includes  intensive  consulting and
training  for up to  $10,000  per year and live  seminars  which  offer  premium
content and  networking  opportunities  for  internet  marketers  willing to pay
$1,000 for a three-day seminar.

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

                                      -6-
<PAGE>

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
Challenge.co.

COMMUNITY GROWTH

As indicated  below,  the 30 Day community has experienced  growth over the past
six years;

         2005: ~  1,000 Participants
         2006: ~  3,500 Participants
         2007: ~ 15,000 Participants
         2008: ~ 45,000 Participants
         2009: ~ 80,000 Participants
         2010: ~ 90,000 Participants
         2011: ~100,000 Participants

Strategies  are being  implemented  and  developed  to further the growth of the
community  including  increased  marketing through  affiliates and joint venture
programs.

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 four 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

                                      -7-
<PAGE>

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.  Future
growth is also expected to come from increased  frequency of standalone products
from  annually  to  quarterly  and to market the  products  to a wider  audience
including through affiliate marketing and joint ventures.

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.

To reach a wider audience of potential  customers,  the Company has begun a more
robust  affiliate  program  where  third  parties  will  promote  the  Company's
products.  A custom  affiliate  system  has  been  designed  to  track  customer
referrals by the affiliate  referring the customer so future customer  purchases
can be credited to the  affiliate who will earn  commission  on such  purchases.
Historically,  the  entry  point of  participants  has  been the free  Challenge
program for which no affiliate  commissions were earned, the new tracking system
encourages  affiliate  referrals by enabling  commissions  to the affiliates for
future  purchases of participants  referred to the free program.  The Company is
planning joint venture  arrangements  with other marketing  companies where each
will promote the other's  products to their  respective  customer  bases through
custom webinars and bonus products specifically tailored to the target audience.

The Company is also  developing  products that appeal to a wider market segment,
such as  instructional  videos for using  popular  technology  and social  media
products.  These more consumer oriented products will expand the Company's reach
beyond internet marketing businesses to a much larger potential customer base.

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.


                                      -8-

<PAGE>

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.

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

EMPLOYEES

As of June 30, 2011, we had approximately 10 employees and contractors.

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

                  RISKS RELATING TO OUR BUSINESS AND STRUCTURE

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

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,  2011,  the  Company  has a working  capital  deficit of  approximately
$1,644,000 and has  accumulated  losses of  approximately  $2,768,000  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 and  upon  attaining  profitable  operations.  The  Company  does  not  have
sufficient  capital  to meet its needs  and  continues  to seek  loans or equity
placements to cover such cash needs. No commitments to provide  additional funds
have been made and there can be no assurance that any  additional  funds will be
available to cover expenses as they may be incurred. If the Company is unable to
raise  additional  capital or  encounters  unforeseen  circumstances,  it may be
required to take additional measures to conserve liquidity, which could include,
but not  necessarily  be  limited  to,  issuance  of  additional  shares  of the
Company's  stock to settle  operating  liabilities  which would dilute  existing
shareholders,  curtailing its operations, suspending the pursuit of its business
plan and controlling overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially  acceptable terms, if
at all. 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

                                      -9-
<PAGE>

going  concern.  Since the start of the Company's  fiscal year in July 2010, the
Company raised $382,800 in new capital investment, less capital raising costs of
$40,550,  for net  proceeds of $342,250  and settled  approximately  $850,000 of
liabilities  by issuing  shares of the Company's  common stock.  To fund working
capital for the next twelve  months,  the  Company  expects to raise  additional
capital,  to settle  additional  liabilities  using the  Company's  stock and to
improve the results of  operations  from  increasing  revenue and a reduction in
operating  costs which during the current  fiscal year has included  significant
non-recurring  transaction  costs.  The  Company  has signed an  agreement  with
RivusTV Ltd.  pursuant to which the  companies  have  initiated a joint  capital
raising effort.

30DC  CAN  GIVE NO  ASSURANCE  OF  SUCCESS  OR  PROFITABILITY  TO THE  COMPANY'S
INVESTORS.

There is no assurance that 30DC will operate  profitably.  There is no assurance
that the Company will continue to generate  revenues or that the Company will be
able to generate profits, or that the market price of the Company's common stock
will be increased thereby.

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 may see an increase in our legal and accounting expenses as a result
of such  requirements.  We  estimate  such  costs 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. If we 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.

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".

THE COMPANY WILL 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.

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

                                      -10-
<PAGE>

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
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.


                                      -11-

<PAGE>

                RISK FACTORS RELATING TO THE COMPANY AND BUSINESS

Any person or entity  contemplating  an  investment  in the  securities  offered
hereby  should be aware of the high  risks  involved  and the  hazards  inherent
therein. Specifically, the investor should consider, among others, the following
risks:

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.

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 Chairman of the Board, President and Chief Executive Officer, 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.

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.

                                      -12-
<PAGE>

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.
Although we maintain  insurance against fires,  earthquakes and general business
interruptions,  the amount of coverage  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

                                      -13-
<PAGE>

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.
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.

                                      -14-

<PAGE>

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.

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  Rivus
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

                                      -15-
<PAGE>

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.

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

None.

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  2010  for  twelve  months  and  is  continuing  on  a
month-to-month basis. The lease is noncancellable 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,  2011  and  2010  was  approximately  $1,843  and  $  0,
respectively.

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. (REMOVED AND RESERVED)
------------------------------

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, 2011
and 2010. The quotations were obtained from  information  published by the FINRA

                                      -16-
<PAGE>

and reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.

MARKET INFORMATION

                                                     HIGH              LOW
FISCAL YEAR ENDED JUNE 30, 2011:                   --------          --------

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


                                                     HIGH              LOW
FISCAL YEAR ENDED JUNE 30, 2010:                   --------          --------

Quarter Ended September 30, 2009                    $0.25             $0.11
Quarter Ended December 31, 2009                     $0.15             $0.08
Quarter ended March 31, 2010                        $0.08             $0.01
Quarter ended June 30, 2010                         $0.06             $0.02

HOLDERS

As of June 30, 2011, the Company had  approximately 125 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.

PENNY STOCK RULES

The  shares  of  Company  common  stock  are  covered  by  Section  15(g) of the
Securities  Exchange Act of 1934 and SEC Rules 15g-1 through 15g-6, which impose
additional  sales  practice  requirements  on  broker-dealers  who sell  Company
securities to persons other than established customers and accredited investors.

Rule 15g-2  declares  unlawful any  broker-dealer  transactions  in penny stocks
unless the  broker-dealer  has first  provided  to the  customer a  standardized
disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock  transaction  unless the  broker-dealer  first discloses and  subsequently
confirms  to the  customer  the  current  quotation  prices  or  similar  market
information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a customer unless the  broker-dealer  first discloses to the customer the amount
of  compensation or other  remuneration  received as a result of the penny stock
transaction.

Rule 15g-5 requires that a  broker-dealer  executing a penny stock  transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales persons' compensation.

Because a "penny stock" is, generally speaking,  one selling for less than $5.00
per share, the Company's common stock may be subject to the foregoing rules. The
application  of the penny stock rules may affect  stockholders'  ability to sell
their shares because some  broker-dealers may not be willing to make a market in
the Company's common stock because of the burdens imposed upon them by the penny
stock rules.

                                      -17-

<PAGE>

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 made the following  unregistered  sales and issuances of our securities  from
July 1, 2010 through June 30, 2011.
<TABLE>
<CAPTION>

    DATE OF SALE       TITLE OF SECURITIES    NO. OF SHARES        CONSIDERATION         CLASS OF PURCHASER
---------------------- --------------------- ----------------- ------------------------ -----------------------
<S>                    <C>                   <C>               <C>                       <C>
9/10/10 (1)                Common stock         60,984,000       30DC Acquisition        Business Associate

9/22/10 (2)                Common stock         2,554,205        Private Placement           Investors

9/22/10 (2)                  Warrants           5,108,410        Private Placement           Investors

9/30/10 (1)                Common stock          660,000        Consulting Services      Business Associate

9/30/10 (1)                Common stock          480,770        Consulting Services      Business Associate

9/30/10 (1)                Common stock          444,327        Consulting Services      Business Associate

9/30/10 (1)                Common stock          769,231        Contactor Services       Business Associate

10/28/10 (1)               Common stock          675,314        Consulting Services      Business Associate

11/4/10 (2)                Common stock           38,462         Private Placement           Investors

11/4/10 (2)                  Warrants             76,924         Private Placement           Investors

11/10/10 (2)               Common stock          115,386         Private Placement           Investors

11/10/10 (2)                 Warrants            230,772         Private Placement           Investors

11/24/10 (2)               Common stock           76,924         Private Placement           Investors

11/24/10 (2)                 Warrants            153,848         Private Placement           Investors

12/23/10 (2)               Common stock          307,696         Private Placement           Investors

12/23/10 (2)                 Warrants            615,392         Private Placement           Investors

2/10/11 (1)                Common stock           76,923        Consulting Services      Business Associate

2/10/11 (1)                Common stock          384,616         Employee Services            Officer

2/10/11 (1)                Common stock           96,154        Consulting Services      Business Associate

                                      -18-
<PAGE>

    DATE OF SALE       TITLE OF SECURITIES    NO. OF SHARES        CONSIDERATION         CLASS OF PURCHASER
---------------------- --------------------- ----------------- ------------------------ -----------------------

2/14/11 (2)                Common stock          155,001         Private Placement           Investors

2/14/11 (2)                  Warrants            310,002         Private Placement           Investors

3/9/11 (2)                 Common stock          153,848         Private Placement           Investors

3/9/11 (2)                   Warrants            307,696         Private Placement           Investors
</TABLE>


EXEMPTION FROM REGISTRATION CLAIMED

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

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

ISSUER PURCHASES OF EQUITY SECURITIES

30DC,  Inc.  did not  repurchase  any shares of its common stock during the year
ended June 30, 2011.

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

                                      -19-
<PAGE>

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 20 AND
ELSEWHERE IN THIS REPORT.

OVERVIEW

RESULTS OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2011 COMPARED TO THE YEAR ENDED JUNE 30, 2010

During  the year  ended  June 30,  2011,  the  Company  recognized  revenues  of
$1,893,314 from its operations compared to $2,002,556 during the year ended June
30, 2010.  Revenues of the Company were from the  following  sources  during the
year ended June 30, 2011 compared to June 30, 2010.

                                Year Ended         Year Ended     Increase or
                               June 30, 2011     June 30, 2010     (Decrease)
                            ------------------ ------------------ ------------
Revenue
  Commissions                     $    449,800       $   738,842   $ (289,042)
  Subscription Revenue                 673,650           762,873      (89,223)
  Products and Services                190,837           173,744       17,093
Seminars and Mentoring                 579,027           327,097      251,930
                            ------------------ ------------------ ------------
   Total Revenues                  $ 1,893,314       $ 2,002,556   $ (109,242)
                            ------------------ ------------------ ------------

The $289,042 decrease in commissions was a result of a number of factors. During
the year ended June 30, 2010, the Company  promoted some new affiliate  programs
which attracted purchases from all active  participants  resulting in additional
commissions.  Existing  affiliate  programs  typically  generate the majority of
commissions from new participants. Other factors included fewer new participants
in the Company's  Challenge  program in the year ended June 30, 2011 and a large
payer of affiliate  commissions revised their policy to only pay commissions for
the first year of a subscription product rather than paying commissions over the
life of the  subscription.  During the year ended June 30,  2011,  there were no
material  amounts  earned from new  affiliate  programs  but the  Company  began
selling more of its own products and services  such as video  recordings  of the
Company's live seminars to its full list of active participants.

The $89,223 decrease in subscription revenue was due to a net decrease in active
subscribers.  For the year  ended  June  30,  2011 the  active  subscriber  base
averaged  988 per  month  and for the  year  ended  June  30,  2010  the  active
subscriber base averaged 1,259 per month. The decrease in subscribers was almost
entirely  from the  Company's  Challenge  Plus  subscription  product  which was
started in 2009 and had a large initial  subscriber  base which leveled off over
the  balance of the fiscal year  ending  June 30,  2010.  A few times a year the
Company will run promotions aimed at increasing the  subscription  base and this
was partially delayed during the year ended June 30, 2011 year due to the longer
duration of the  Company's  Challenge  program  which ended nearly a month later
during the year ended June 30, 2011.

The $17,093  increase in products and services  revenue was  primarily due to an
increase in the number of the  Company's  own  products  being  offered for sale
which started during the year end June 30, 2010. Previously the Company had been
offering more third party products for which affiliate  commissions were earned.
The Company's  own products  include  video  recordings  of the  Company's  live
seminars and tools to aid in operating internet-based businesses.

The $251,930  increase in seminars  and  mentoring  income is primarily  from an
increase in the number of customers participating in the mentoring program which

                                      -20-
<PAGE>

is  priced  from  $5,000  to  $10,000  per year and the  revenue  from  which is
recognized  ratably  over the one year term.  For the year  ended June 30,  2011
there was an average of 94  mentoring  students per month and for the year ended
June 30, 2010 there was an average of 33 mentoring students per month.

During  the year  ended  June 30,  2011,  the  Company  incurred  $3,197,048  in
operational expenses compared to $3,030,052 during the year ended June 30, 2010.
Operational  expenses during the years ended June 30, 2011 and 2010, include the
following categories:

                                   Year Ended       Year Ended       Increase or
                                 June 30, 2011     June 30, 2010       Decrease
                                ---------------- ------------------- -----------
Accounting Fees                $    296,037      $     320,543      $   (24,506)
Paypal Fees                          44,652             55,624          (10,972)
Commissions                          97,839             69,445           28,394
Independent Contractors             556,305            600,521          (44,216)
Depreciation                         70,743             61,669            9,074
Internet Expenses                    64,731             55,767            8,964
Legal Fees                           60,996             52,874            8,122
Officer's Salaries                  200,000                  -          200,000
Payroll Taxes                        39,878             33,280            6,598
Related Party Contractors           809,864          1,408,669         (598,805)
Telephone                            37,944             33,251            4,693
Transaction Fees                    670,138                  -          670,138
Travel & Entertainment              156,490            256,547         (100,057)
Other Operating Expenses             91,431             81,862            9,569
                               ---------------- ------------------- ------------

Total Operating Expenses       $  3,197,048     $    3,030,052      $   166,996
                               ================ =================== ============


The  $24,506  decrease  in  accounting  fees due to a decrease  in audit fees of
approximately $88,000 offset by an increase of approximately $64,000 in fees for
accountant   consultants  engaged  to  assist  with  the  Company's  SEC  filing
requirements.

The increase of $28,394 in commissions is from additional affiliate  commissions
incurred on the  increased  sales of products  and  services and the fact that a
greater  percentage of products and services were sold through affiliates during
the year ended June 30, 2011.

The  decrease  of $44,216 in  independent  contractors  was  primarily  due to a
decrease of approximately $78,000 for investor relations  consultants,  of which
$52,750 was the decrease in equity based compensation offset by an approximately
$30,000 increase due to change in exchange rates.

The  increase of $200,000  in  officer's  salaries  was for the  Company's  CFO,
Theodore  A.  Greenberg  which  was  necessitated  by  the  share  exchange  and
requirements for the Company's public filings.

Related Party Contractor Fees consist of payments to Marillion Partnership,  23V
Industries,  Ltd. which was succeeded by Raine Ventures, LLC and Jesselton, Ltd.
under  contracts  for  services  which  include Ed Dale  acting as 30DC's  Chief
Executive  Officer,  Dan Raine  acting  as 30DC's  Vice  President  of  Business
Development  and  Clinton  Carey  acting  as  30DC's  Chief  Operating   Officer
respectively.  The  $598,805  decrease  results  from larger  bonus  payments to
Marillion and 23V during the year ended June 30, 2010 based on the net cash flow
of the 30 Day Challenge and Immediate Edge divisions. The bonuses were no longer
applicable after the share transaction with Infinity in September 2010.

                                      -21-
<PAGE>

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

The decrease of $100,057 in travel and  entertainment  reflects  fewer  overseas
trips  during the year ended June 30,  2011 than  during the year ended June 30,
2010.

During the year ended June 30,  2011,  the  Company  recognized  a net loss from
continuing  operations of  ($1,340,545)  compared to a net loss of  ($1,063,386)
during  the year ended June 30,  2010.  The  increased  loss of  $277,159  was a
primarily the result of the $166,996  increase in  operational  expenses and the
$109,242 decrease in revenues during the period shown above.

ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Significant  accounting  policies  and  recent  accounting   pronouncements  are
included in note 2 to the financial statements included herein.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $33,790 at June 30, 2011 and the Company had a
working capital deficit of $1,644,259.  Since the start of the Company's  fiscal
year in July 2010, the Company raised $382,800 in new capital  investment,  less
capital  raising  costs of $40,550  for net  proceeds  of  $342,250  and settled
approximately  $850,000 of expenses  and  liabilities  by issuing  shares of the
Company's common stock. To fund working capital for the next twelve months,  the
Company expects to raise additional  capital,  to settle additional  liabilities
using  the  Company's  stock and to  improve  the  results  of  operations  from
increasing  revenue and a reduction in operating  costs which during the current
year has  included  significant  non-recurring  transaction  costs.  As  further
discussed in Note 13 to the consolidated  financial statements,  the Company has
signed an  agreement  with  RivusTV Ltd.  pursuant to which the  companies  have
initiated a joint capital raising effort.

Included in liabilities of discontinued  operations at June 30, 2011 is $193,367
(including  $58,347  included in due to related  parties) in notes  payable plus
related accrued  interest that are in default for lack of repayment by their due
date.

During the year ended June 30,  2011,  the Company  used  $343,319 in  operating
activities.  During the year ended June 30, 2010,  the Company used  $439,916 in
operating activities.  The decreased use of funds of $96,597 was due to expenses
paid or settled with shares of the Company's common stock and accrued but unpaid
expenses  offsetting  an  increased  operating  loss and  decrease  in  deferred
revenue.

During the year ended June 30,  2011,  the  Company  used  $13,204 in  investing
activities.  During the year ended June 30,  2010,  the Company  used $65,248 in
investing  activities.  The  decrease  in  investment  of  $52,044  was due to a
decrease in the amount of computer and audio visual  equipment  purchased by the
Company.

During the year ended June 30, 2011,  financing  activities provided the Company
with  $349,750.  During  the year  ended  June 30,  2010,  financing  activities
provided the Company with $494,210.  In each period  receipts from the Company's
private  placement  memorandum  provided  the bulk of these  funds with the 2010
period raising a larger sum of capital.

In August 2010, 30DC issued a private  placement  memorandum  ("PPM") seeking to
raise a maximum  of  $3,000,000  at a price of 26 cents  per unit or  11,538,462
units if the  $3,000,000  maximum is raised.  Each unit consists of one share of
Common Stock of  Infinity,  a warrant  exercisable  for 90 days from the date of
issuance  (subsequently amended to expire March 15, 2011), to purchase one share
of Common Stock of Infinity  with an exercise  price of 37 cents,  and a warrant

                                      -22-
<PAGE>

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.

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,  2011,  the  Company  has a working  capital  deficit of  approximately
$1,644,000 and has  accumulated  losses of  approximately  $2,768,000  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 and  upon  attaining  profitable  operations.  The  Company  does  not  have
sufficient  capital  to meet its needs  and  continues  to seek  loans or equity
placements to cover such cash needs. No commitments to provide  additional funds
have been made and there can be no assurance that any  additional  funds will be
available to cover expenses as they may be incurred. If the Company is unable to
raise  additional  capital or  encounters  unforeseen  circumstances,  it may be
required to take additional measures to conserve liquidity, which could include,
but not  necessarily  be  limited  to,  issuance  of  additional  shares  of the
Company's  stock to settle  operating  liabilities  which would dilute  existing
shareholders,  curtailing its operations, suspending the pursuit of its business
plan and controlling overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially  acceptable terms, if
at all. 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.

Since the start of the Company's  fiscal year in July 2010,  the Company  raised
$382,800 in new capital investment,  less capital raising costs of $40,550,  for
net proceeds of $342,250 and settled  approximately  $850,000 of  liabilities by
issuing shares of the Company's  common stock.  To fund working  capital for the
next twelve months, the Company expects to raise additional  capital,  to settle
additional  liabilities  using the Company's stock and to improve the results of
operations  from  increasing  revenue and a reduction in  operating  costs which
during  the  current   fiscal  year  has  included   significant   non-recurring
transaction  costs.  The  Company  has signed an  agreement  with  RivusTV  Ltd.
pursuant to which the companies have initiated a joint capital raising effort.

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 year ended June 30, 2011
appear as pages F-1 through F-24.

                                      -23-
<PAGE>

           30DC, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2011 AND 2010



















                                       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
Subsidiary  (the  "Company")  as of June 30,  2011  and  2010,  and the  related
consolidated  statements  of  operations  and  comprehensive  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 audit 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
Subsidiary as of June 30, 2011 and 2010, 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 had recurring losses,  and has a working
capital and stockholders' deficiency as of June 30, 2011. 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
December 13, 2011


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


                                                                                                 June                 June
                                                                                               30, 2011             30, 2010
                                                                                           -----------------   --------------------
<S>                                                                                        <C>                 <C>
Assets

Current Assets

         Cash and Cash Equivalents                                                         $         33,790    $            28,405
         Accrued Commissions Receivable                                                              41,199                 66,705
         Deferred Financing Costs                                                                         -                  7,500
         Assets of Discontinued Operations                                                           99,375                      -
                                                                                           -----------------   --------------------

                 Total  Current Assets                                                              174,364                102,610

Property and Equipment, Net                                                                          84,041                111,516
Goodwill                                                                                          1,503,860                      -
                                                                                           -----------------   --------------------

                 Total Assets                                                              $      1,762,265    $           214,126
                                                                                           =================   ====================


Liabilities and Stockholders' Deficiency

Current Liabilities

         Accounts Payable                                                                  $        565,534    $           272,438
         Accrued Expenses and Refunds                                                               335,288                248,319
         Deferred Revenue                                                                           273,641                278,118
         Private Placement Subscriptions Received                                                         -                501,590
         Due to Related Parties                                                                     262,761                202,380
         Liabilities of Discontinued Operations                                                     381,399                      -
                                                                                           -----------------   --------------------

                 Total Current Liabilities                                                        1,818,623              1,502,845
                                                                                           -----------------   --------------------

                 Total Liabilities                                                                1,818,623              1,502,845
                                                                                           -----------------   --------------------

Stockholders' Deficiency

         Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued                             -                      -
         Common Stock, Par Value $0.001, 100,000,000 authorized,
                 74,520,248 and 60,984,000 issued and outstanding respectively                       74,520                 60,984
         Paid in Capital                                                                          2,758,001                      -
         Accumulated Deficit                                                                     (2,767,957)            (1,327,911)
         Accumulated Other Comprehensive Loss                                                      (120,922)               (21,792)
                                                                                           -----------------   --------------------

                 Total Stockholders' Deficiency                                                     (56,358)            (1,288,719)
                                                                                           -----------------   --------------------

Total Liabilities and Stockholders' Deficiency                                             $      1,762,265    $           214,126
                                                                                           =================   ====================

</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,


                                                                                   2011                   2010
                                                                             -----------------     --------------------
<S>                                                                          <C>                   <C>
Revenue

         Commissions                                                         $       449,800       $           738,842
         Subscription Revenue                                                        673,650                   762,873
         Products and Services                                                       190,837                   173,744
         Seminars and Mentoring                                                      579,027                   327,097
                                                                             -----------------     --------------------

                     Total Revenue                                                 1,893,314                 2,002,556

Operating Expenses                                                                 3,197,048                 3,030,052
                                                                             -----------------     --------------------

Operating Loss                                                                    (1,303,734)               (1,027,496)

Other Income (Expense)

         Foreign Currency Loss                                                       (36,811)                  (39,986)
         Gain on Sale of Assets                                                            -                     4,096
                                                                             ------------------     --------------------

                     Total Other Income (Expense)                                    (36,811)                  (35,890)
                                                                             -----------------     --------------------

Loss From Continuing Operations                                                   (1,340,545)               (1,063,386)

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

Net Loss                                                                          (1,440,046)               (1,063,386)

Foreign Currency Translation (Loss) Gain                                             (99,130)                    1,408
                                                                             -----------------     --------------------

Comprehensive Loss                                                           $    (1,539,176)      $        (1,061,978)
                                                                             =================     ====================

Weighted Average Common Shares Outstanding
Basic                                                                             71,078,136                60,984,000
Diluted                                                                           71,078,136                60,984,000
Loss Per Common Share  (Basic and Diluted)
     Continuing Operations                                                   $         (0.02)      $             (0.02)
     Discontinued Operations                                                           (0.00)                       -
Net Loss Per Common Share                                                    $         (0.02)      $             (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
                                                                                            OTHER                         TOTAL
                                                    COMMON STOCK           ADDITIONAL    COMPREHENSIVE    ACCUMULATED  STOCKHOLDERS'
                                                SHARES       PAR VALUE  PAID IN CAPITAL  INCOME (LOSS)      DEFICIT     DEFICIENCY
                                             ---------------------------------------------------------------------------------------
<S>                                          <C>             <C>         <C>             <C>             <C>            <C>
Balance - June 30, 2009 Combined (1)           15,840,000    $   15,840  $           -    $   (23,200)   $   (219,381)  $  (226,741)

   Net Loss                                             -             -              -              -      (1,063,386)   (1,063,386)

   Foreign currency translation                         -             -              -          1,408               -         1,408

   Issuance of Common Stock for 30 Day and
               Immediate acquisition (1)       45,144,000        45,144              -              -         (45,144)            -
                                             ---------------------------------------------------------------------------------------

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)
                                             =======================================================================================

     (1)  Restated for the 13.2 share exchange ratio between Infinity and 30DC
</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,
                                                                                                    2011                  2010
                                                                                              -----------------    ---------------
<S>                                                                                           <C>                  <C>
Cash Flows from Operating Activities:
    Loss From Continuing Operations                                                           $     (1,340,545)    $   (1,063,386)

     Adjustments to Reconcile Loss from Continuing Operations
     to Net Cash Used In Operations
         Depreciation and Amortization                                                                  70,743             61,669
         Equity Based Payments To Non-Employees                                                        475,988                  -
         Equity Based Payments To Employees                                                            100,000                  -
         Gain on Sale of Property and Equipment                                                              -             (4,096)

     Changes in Operating Assets and Liabilities
         Accrued Commissions Receivable                                                                 43,784            (29,686)
         Accounts Payable                                                                               (3,222)           (47,378)
         Accrued Expenses and Refunds                                                                  150,403            210,020
         Deferred Revenue                                                                              (76,518)           230,561
         Due to Related Parties                                                                        236,048            202,380
                                                                                              -----------------    ---------------

                     Net Cash Used in Operating Activities                                            (343,319)          (439,916)
                                                                                              -----------------    ---------------

Cash Flows from Investing Activities
         Purchases of Property and Equipment                                                           (16,554)           (89,043)
         Proceeds From Sale of Property and Equipment                                                        -             23,795
         Cash - Acquired In Acquisition of Infinity                                                      3,350                  -
                                                                                              -----------------    ---------------

                     Net Cash Used in Investing Activitities                                           (13,204)           (65,248)
                                                                                              -----------------    ---------------

Cash Flows from Financing Activities
         Sale of common stock, net                                                                     342,250                  -
         Stock Subscriptions Receivable                                                                      -                120
         Deferred Financing Costs                                                                        7,500             (7,500)
         Private Placement Subscriptions Received                                                            -            501,590
                                                                                              -----------------    ---------------

                     Net Cash Provided by Financing Activities                                         349,750            494,210
                                                                                              -----------------    ---------------

Cash Flows from Discontinued Operations
         Cash Flows From Operating Activities                                                          (21,333)                 -
                                                                                              -----------------    ---------------

                     Net Cash Used in Discontinued Operations                                          (21,333)                 -
                                                                                              -----------------    ---------------

Effect of Foreign Exchange Rate Changes on Cash                                                         33,491             12,944
                                                                                              -----------------    ---------------

Increase in Cash and Cash Equivalents                                                                    5,385              1,990
Cash and Cash Equivalents - Beginning of Period                                                         28,405             26,415
                                                                                              -----------------    ---------------

Cash and Cash Equivalents - End of Period                                                     $         33,790     $       28,405
                                                                                              =================    ===============

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     $            -
</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, 2011

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

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
which were  subsequently  exchanged for  37,224,000  shares in the exchange with
Infinity  detailed  below.  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 which were  subsequently  exchanged for 7,920,000 shares in the
exchange with Infinity detailed below. The acquired businesses were sold subject
to specific  liabilities which included  accounts payable,  accrued expenses and
deferred revenue.  The acquisitions were pursuant to an agreement dated November
14, 2008. Mr. Dale and Mr. Raine were part of the founding group of shareholders
of 30DC DE and in  conjunction  with the  acquisitions,  Mr.  Dale was named the
Chief  Executive  Officer  of 30DC DE.  In  accordance  with the  provisions  of
Accounting  Standards  Codification  ("ASC") 805, "Business  Combinations",  the
acquisitions of 30 Day and Immediate were accounted for as transactions  between
entities under common control, whereby the acquired assets and liabilities of 30
Day and Immediate were recognized in the Financial  Statements at their carrying
amounts  and  the  acquisitions  are  reflected  in the  accompanying  Financial
Statements  for the year  ended  June  30,  2010 as if they  occurred  as of the
beginning of the period.  The June 30, 2009 balance on the  Statement of Changes
in Stockholders'  Equity represents the combined balances of 30DC DE, 30 Day and
Immediate prior to the acquisitions.

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

30DC offers Internet  marketing services and related training that help Internet
companies in operating their  businesses.  30DC's core business units are 30 Day
and Immediate. 30 Day, with more than 90,000 active online participants,  offers
a free  e-commerce  training  program year round along with an online  education
subscription  service and periodic  premium live  seminars  that are targeted to
experienced  Internet  business  operators.  Immediate is an online  educational
program  subscription  service offering high-end Internet marketing  instruction
and strategies for experienced  online  ecommerce  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

                                      F-8
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

equipment,  goodwill and internally developed intangible property such as domain
names, websites, customer lists and copyrights.

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.  The Company has
had recurring  losses and as of June 30, 2011, the Company has a working capital
deficit of approximately  $1,644,000 and has accumulated losses of approximately
$2,768,000  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 and upon  attaining  profitable  operations.  The
Company does not have sufficient capital to meet its needs and continues to seek
loans or equity  placements to cover such cash needs.  No commitments to provide
additional  funds  have  been  made  and  there  can be no  assurance  that  any
additional funds will be available to cover expenses as they may be incurred. If
the  Company  is unable to raise  additional  capital or  encounters  unforeseen
circumstances,  it may be  required  to take  additional  measures  to  conserve
liquidity,  which could include,  but not necessarily be limited to, issuance of
additional  shares of the Company's stock to settle operating  liabilities which
would dilute existing  shareholders,  curtailing its operations,  suspending the
pursuit of its business  plan and  controlling  overhead  expenses.  The Company
cannot  provide any  assurance  that new  financing  will be  available to it on
commercially  acceptable  terms, if at all. 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.

Since the start of the Company's  fiscal year in July 2010,  the Company  raised
$382,800 in new capital investment,  less capital raising costs of $40,550,  for
net proceeds of $342,250 and settled  approximately  $850,000 of  liabilities by
issuing shares of the Company's  common stock.  To fund working  capital for the
next twelve months, the Company expects to raise additional  capital,  to settle
additional  liabilities  using the Company's stock and to improve the results of
operations  from  increasing  revenue and a reduction in  operating  costs which
during  the  current   fiscal  year  has  included   significant   non-recurring
transaction  costs.  As further  discussed in note 13, the Company has signed an
agreement  with RivusTV Ltd.  pursuant to which the companies  have  initiated a
joint capital raising effort.

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

BASIS OF PRESENTATION

The  accompanying  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, 2011. For the year ending
June 30, 2010 and for the period beginning July 1, 2010 and ending September 10,
2010 only the accounts of 30DC DE are included in the financial statements.

                                      F-9
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

CASH AND CASH EQUIVALENTS

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

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, 2011

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 when the customer purchase is made. Deferred
revenue consists of the unearned portion of subscription payments,  seminar fees
and mentoring revenue as of the financial statement date.

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
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

                                      F-11
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

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 LOSS PER SHARE

The Company computes net loss per share in accordance with ASC 260 "Earnings Per
Share." Under ASC 260, basic net loss per share is computed by dividing net loss
per share  available to common  stockholders  by the weighted  average number of
shares  outstanding  for the period and excludes the effects of any  potentially
dilutive securities. Diluted earnings per share, if presented, would include the
dilution  that would occur upon the exercise or  conversion  of all  potentially
dilutive  securities  into common stock using the  "treasury  stock"  and/or "if
converted"  methods as applicable.  The  computation of basic loss per share for
the years ended June 30, 2011 and 2010 excludes  potentially dilutive securities
consisting  of 3,401,522  warrants and 600,000  options at June 30, 2011 because
their inclusion would be anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

In December  2010 the  Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards Update ("ASU") 2010-28,  "Intangibles - Goodwill and Other
(Topic  350):  When  to  Perform  Step 2 of the  Goodwill  Impairment  Test  for
Reporting Units with Zero or Negative  Carrying  Amounts".  ASU 2010-28 modifies
Step 1 of the goodwill impairment test for reporting units with zero or negative
carrying  amounts  by  requiring  an entity to  perform  Step 2 of the  goodwill
impairment  test if is more likely than not that a goodwill  impairment  exists.
This update will be effective  for fiscal  years  beginning  after  December 15,
2010. The adoption of this standard is not expected to have a material impact on
the Company's consolidated financial position and results of operations.

The FASB has issued ASU 2010-29,  Business  Combinations (Topic 805): Disclosure
of Supplementary Pro Forma Information for Business Combinations. This amendment
affects any public entity as defined by Topic 805,  Business  Combinations  that
enters  into  business  combinations  that  are  material  on an  individual  or
aggregate  basis.  The  comparative  financial  statements  should  present  and
disclose  revenue and  earnings of the  combined  entity as though the  business
combination(s)  that  occurred  during the current  year had  occurred as of the
beginning of the comparable  prior annual  reporting period only. The amendments
also expand the supplemental  pro forma  disclosures to include a description of
the nature and amount of material,  nonrecurring pro forma adjustments  directly
attributable  to the  business  combination  included in the  reported pro forma
revenue and earnings.  The amendments are effective  prospectively  for business
combinations  for which the acquisition date is on or after the beginning of the

                                      F-12
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

first  annual  reporting  period  beginning on or after  December 15, 2010.  The
adoption  of this  standard  is not  expected  to have a material  impact on the
Company's financial position and results of operations.

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

In September 2011, the FASB issued ASU No.  2011-08,  Intangibles - Goodwill and
Other (Topic 350) - Testing  Goodwill for Impairment (ASU 2011-08),  to simplify
how entities test goodwill for impairment.  ASU 2011-08 allows entities to first
assess  qualitative  factors to determine whether it is more likely than not the
fair value of a reporting  unit is less than its carrying  amount.  If a greater
than 50 percent  likelihood exists that the fair value is less than the carrying
amount then a two-step  goodwill  impairment test as described in Topic 350 must
be performed.  The guidance provided by this update becomes effective for annual
and interim goodwill impairment tests performed for fiscal years beginning after
December 15, 2011.  The Company has elected early  adoption of this standard and
the  adoption  did not have a  material  impact  on the  Company's  consolidated
financial position and results of operations.

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

NOTE 3. 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.

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'

                                      F-13
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

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. DISCONTINUED OPERATIONS
-------------------------------

INTRODUCTION

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

Results of Discontinued Operations for the

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

Revenues                                                          $-
Operating expenses                                            16,845
Loss from operations                                        (16,845)
Realized loss on marketable securities                      (24,490)
Unrealized loss on marketable securities                    (58,166)
                                               ----------------------
Net loss                                                   $(99,501)
                                               ======================


Assets and Liabilities of Discontinued Operations as of June 30, 2011

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

                                   Liabilities
                               ------------------
Accounts payable                                             $94,139
Accrued expenses                                              46,233
Notes payable                                                135,020
Due to related parties                                       106,007
                                                     ----------------
Total liabilities of discontinued operations                $381,399
                                                     ================


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

                                      F-14

<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 5. PRO FORMA FINANCIAL INFORMATION
---------------------------------------

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

                                                Year Ended     Year Ended
                                               June 30, 2011  June 30, 2010
                                                (Unaudited)    (Unaudited)
                                              --------------- --------------

Revenues                                      $   1,893,313   $  2,002,556
Operating Expenses                                3,272,394      3,157,062
                                              --------------- --------------
Loss from Continuing Operations                  (1,379,081)    (1,154,506)
Loss from Discontinued Operations                  (126,790)      (607,701)
                                              --------------- --------------
Net Loss                                         (1,505,871)    (1,762,207)
Foreign Currency Translation Gain (Loss)            (99,130)         1,408
                                              --------------- --------------
Comprehensive Loss                            $  (1,605,001)  $ (1,760,799)
                                              =============== ==============
Basic and Diluted Loss Per Share              $        (.02)  $       (.03)
Weighted Average Shares Outstanding -
  Basic & Diluted                                72,351,739     67,531,391


NOTE 6.  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.

                                      F-15
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011



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

The Company entered into three-year Contract For Services Agreements  commencing
July  2009 with the  Marillion  Partnership  ("Marillion")  for  services  which
includes Mr. Edward Dale acting as the Company's Chief Executive  Officer,  with
23V Industries,  Ltd. ("23V") for services which include Mr. Dan Raine acting as
the Company's Vice President of Business  Development and with  Jesselton,  Ltd.
("Jesselton")  for  services  which  include  Mr.  Clinton  Carey  acting as the
Company's Chief Operating Officer.  Effective April 1, 2010, Raine Ventures, LLC
("Raine Ventures") replaced 23V Industries, Ltd in providing consulting services
to the Company which include Mr. Raine acting as the Company's Vice President of
Business  Development.  These agreements are  non-cancelable by either party for
the initial two years and then with six months'  notice by either  party for the
duration of the  contract.  Mr. Dale and Mr. Carey are directors of the Company,
Mr. Dale and  Marillion  hold  majority  interest in the  Company's  outstanding
common  stock and Mr. Raine is the  beneficial  owner of greater than 10% of the
Company's outstanding common stock. Marillion Partnership is owned by affiliates
of Mr. Dale. 23V and Raine Ventures are owned 100% by Mr. Raine.

Cash remuneration under The Marillion and Raine Ventures  agreements is $250,000
per year and $200,000  under the Jesselton  agreement.  As further  described in
footnote 13, cash  remuneration  for the Marillion and Jesselton  agreements has
been  amended  for the  year  ended  June  30,  2012 to  $317,825  and  $254,260
Australian Dollars  respectively.  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, 2011 and 2010.

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

In July,  2009 when 30DC acquired 30 Day and Immediate,  Messrs.  Dale and Carey
signed  executive  services  agreements  with the Company and Mr. Raine signed a
consulting services agreement with the Company.  Pursuant to the agreements with
Marillion,  Jesselton and 23V (effective  April 1, 2010 Raine Ventures  replaced
23V),  the  contract  for  services  agreements   memorialized  the  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 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

                                      F-16
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

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, 2010 the bonus for
Marillion was $496,714 and total  compensation  was $746,714,  the bonus for 23V
was  $154,014  and  total  compensation  was  $341,514  and the  bonus for Raine
Ventures (successor to 23V) was $57,941 and total compensation was $120,411, all
of which were  included in Operating  Expenses in the  Statement of  Operations.
Subsequent to the September  10, 2010 merger,  Marillion and Raine  Ventures are
being paid in accordance  with their  contracted  amounts and bonuses based upon
net cash flow are no longer  applicable.  Amounts may vary from period to period
due to fluctuations in foreign currency exchange rates.

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

Beginning with the year ending June 30, 2011, the Company pays Marillion  $2,500
AUD per month to cover office  related  expenses  which is included in operating
expenses.

Due to related  parties also  includes  $121,750  due to Theodore A.  Greenberg,
30DC's CFO for compensation. On February 10, 2011 Mr. Greenberg received 480,770
common shares of the Company in settlement of $100,000  prior  compensation  and
$25,000 due for consulting work prior to Mr. Greenberg joining the Company,

NOTE 8.  PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following at June 30, 2011 and 2010:


                                                   2011           2010
                                               -------------- --------------
       Computer and Audio Visual Equipment     $      450,630 $      339,630
       Office equipment and Improvements               71,870         53,129
                                               -------------- --------------
                                                      522,500        392,759
       Less: Accumulated Depreciation
       and Amortization                             (438,459)      (281,243)
                                               -------------- --------------
                                               $       84,041 $      111,516
                                               ============== ==============

Depreciation  and  amortization  expense was $70,743 for the year ended June 30,
2011 and $61,669 for the year ended June 30, 2010.

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

                                      F-17

<PAGE>

                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 9.  INCOME TAXES
---------------------

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

                                         Year Ended             Year Ended
                                        June 30, 2011         June 30, 2010
                                     -------------------- --------------------
 Federal
  Current                            $                 -  $                 -
  Deferred                                      (217,283)            (359,800)

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

Change in valuation allowance                   (230,300)            (359,800)
                                     -------------------- --------------------

Income tax provision (benefit)       $                 -  $                 -
                                     ==================== ====================


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,  2011 and June 30,  2010 are as
follows:
                                                    Year Ended     Year Ended
                                                  June 30, 2011   June 30, 2011
                                                  -------------- ---------------

Deferred tax asset
  Net operating loss carryforward - Federal       $     518,300  $      274,100
  Net operating loss carryforward - State                14,600
  Fixed asset depreciation                               21,200          17,700
 Accrued expenses                                        36,000          68,000
                                                  -------------- ---------------
Total deferred tax asset                                590,100         359,800
Less valuation allowance                               (590,100)       (359,800)
                                                  -------------- ---------------

Total net deferred tax asset                      $           -  $            -
                                                  ============== ===============




                                      F-18
<PAGE>

                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


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, 2011    June 30, 2010
                                                ---------------- ---------------

U.S. statutory rate                                     (34.0%)         (34.0%)
 State and local taxes net of federal benefit             (2.0)
Change in valuation allowance                              17.2            32.0
Nondeductible transaction fees
                                                           10.6             0.0
Other Permanent differences                                 8.2             2.0
                                                ---------------- ---------------
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. The Company considers projected future taxable income and tax
planning strategies in making this assessment. The Company 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  $590,100 has
been  established.  For the years  ended June 30,  2011 and June 30,  2010,  the
change in valuation allowance was $230,300 and $359,800 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 evaluation was performed for the 2008,
2009 and 2010 tax years, which are subject to examination.  The Company believes
that its income tax  positions  and  deductions  would be sustained on audit and
does not anticipate any adjustments that would result in material changes to its
financial position.

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,  2011 and 2010.  Management  is  currently  unaware of any issues
under review that could  result in  significant  payments,  accruals or material
deviations from its position.

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

                                      F-19
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

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.

For the  years  ended  June  30,  2011  and  June  30,  2010,  the  Company  had
approximately  $1,524,300  and  $806,100  of U.S.  federal  net  operating  loss
carryovers,  respectively  which expire starting in 2031. The U.S. net operating
loss carryovers may be subject to limitation under Internal Revenue Code Section
382  should  there be a greater  than 50% change in  ownership  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 is in the process of
filing state and local tax returns for Infinity since 2005. The Company believes
no  material  tax  balance  is due for all tax  returns  which have not yet been
filed.

NOTE 10.  REVENUE CONCENTRATION
-------------------------------

For the year ended June 30, 2010,  the Company  earned revenue from one customer
representing  approximately 12% of total revenues.  No customers exceeded 10% of
revenue for the year ended June 30, 2011.

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
                                                              ---------
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

                                      F-20
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

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.

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

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

Jesselton,  Ltd,  was issued a total of 1,250,001  common  shares of the Company
(see Note 7).

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
7).

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


                                      F-21
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011



Summary of Common Stock Outstanding;


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

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

Common Shares Outstanding June 30, 2011                  74,520,248
                                                   =================

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.

At June 30, 2011 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  five years from the date
of investment were issued.  All of the warrants  expiring March 15, 2011 expired
unexercised.

                                      F-22

<PAGE>

                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 12.  OPERATING EXPENSES
----------------------------
<TABLE>
<CAPTION>
Operating Expenses consist of the following:

                                                              Year Ended            Year Ended
                                                            June 30, 2011          June 30, 2010
                                                            ----------------     ------------------
<S>                                                         <C>                  <C>
Related Party Contractor Fees Base Compensation(1)          $       730,221      $         700,000

Related Party Contractor Fees Bonus Compensation(1)(2)               79,643                708,669

Officer's Salary                                                    200,000                      -
Independent Contractors                                             556,305                600,521
Transaction Fees (3)                                                670,138                      -
Professional Fees                                                   357,034                387,003
Travel Expenses                                                     150,136                240,283
Other Operating Costs                                               453,571                393,576
                                                            ----------------     ------------------

Total Operating Expenses                                    $     3,197,048      $       3,030,052
                                                            ================     ==================
--------------------
</TABLE>

     (1)  Related party contractors include Marillion which provides services to
          the Company including Edward Dale to act as Chief Executive Officer of
          the Company,  23V and Raine Ventures  which  provides  services to the
          Company  including for Dan Raine to act as Vice President for Business
          Development and Jesselton, Ltd. which provides services to the Company
          including  Clinton  Carey  serving as Chief  Operating  Officer of the
          Company.

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

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


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

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

                                      F-23
<PAGE>
                            30DC, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

four million  shares  which would  increase  Rivus post closing  ownership by an
additional  1%.  The  Purchase  is  subject  to both 30DC and  Rivus  completing
satisfactory  due  diligence  on each  other and a minimum  capital  raise of $5
million AUD (currently  approximately $5.15 million) by January 16, 2012 or such
other that date that the parties shall agree.

On December 12, 2011 cash remuneration for the contract for services  agreements
with Marillion and Jesselton 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  contract  amount of $250,000  has been amended to $317,825 AUD Dollars
and the  Jesselton  original  contract  amount of $200,000  has been  amended to
$254,260 AUD.

The Company evaluates events that have occurred after the balance sheet date but
before the  financial  statements  are issued.  Based upon the  evaluation,  the
Company did not identify any recognized or non-recognized subsequent events that
would require adjustment or disclosure in the consolidated financial statements.




























                                      F-24
<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  (as  defined  in Rule  13(a) - 15(e)) are
controls and procedures that are designed to ensure that information required to
be disclosed by a public  company in the reports that if files or submits  under
the Exchange Act is recorded, processed, summarized and reported within the time
periods  specified  in the  SEC's  rules  and  forms.  Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed  by a public  company in the
reports  that it files or submits  under the  Exchange  Act is  accumulated  and
communicated to the company's management,  including its principal executive and
principal  financial  officers,  or persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosure.  Disclosure
controls and procedures  include many aspects of internal control over financial
reporting.

Based upon their  evaluation,  our Chief  Executive  Officer and Chief Financial
Officer have concluded that material weakness in internal control over financial
reporting existed at June 30, 2011.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Exchange
Act. Internal control over financial  reporting refers to a process designed by,
or under the  supervision  of, our Chief  Executive  Officer and Chief Financial
Officer and effected by our Board,  management and other  personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted   accounting   principles,   including  those  policies  and
procedures that:

     (1)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with  generally  accepted  accounting  principles,  and  that  the our
          receipts  and  expenditures  are being  made only in  accordance  with
          authorizations of our management and directors; and

     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on our consolidated financial statements.

It should be noted,  however,  that  because of inherent  limitations,  internal
control  over  financial  reporting  cannot  provide  absolute  assurance of the
prevention  or  detection of  misstatements.  In  addition,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

In connection  with the  preparation  of this Annual Report on Form 10-K for the
year  ended  June 30,  2011,  management,  with the  participation  of our Chief
Executive Officer and Chief Financial  Officer,  has evaluated the effectiveness
of our disclosure  controls and procedures and internal  controls over financial
reporting, pursuant to Rule 13a-15 under the Exchange Act, based on criteria for
effective  internal  control  over  financial  reporting  described  in Internal

                                      -24-
<PAGE>

Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway Commission. Based upon their evaluation, our Chief
Executive  Officer and Chief  Financial  Officer have  concluded  that  material
weakness in internal control over financial reporting and limited segregation of
duties existed at June 30, 2011 as follows;

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

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

REMEDIATION OF MATERIAL WEAKNESS

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

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

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

Not applicable.


                                    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,
2011.

               NAME       AGE                  POSITION
------------------------- ------- ---------------------------------------------
Edward Dale               41      President, CEO and Chairman of the Board

Theodore A. Greenberg     52      CFO, Secretary and Director

Clinton Carey             41      COO and Director

Gregory H. Laborde        47      Director

Pierce McNally            62      Director

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

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.

                                      -25-
<PAGE>

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 41, has served as the Chairman of the Board,  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  manager  and  equity  owner of the
Marillion Partnership.

THEODORE A. GREENBERG, DIRECTOR AND CHIEF FINANCIAL OFFICER

Mr.  Greenberg,  age 52, 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.

CLINTON CAREY, DIRECTOR AND CHIEF OPERATING OFFICER

Mr. Carey,  age 41, has served as Chief  Operating  Officer and Director of 30DC
since the  transaction  between  Infinity and 30DC DE on September 10, 2010. 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.

DAN RAINE, EXECUTIVE VICE PRESIDENT OF BUSINESS DEVELOPMENT OF 30DC

Mr. Raine, age 38, has served as Vice President of Business Development of 30 DC
since the  transaction  between  Infinity and 30DC DE on September 10, 2010. Mr.
Raine  was a  founding  shareholder  of 30DC DE and  served  as  Executive  Vice
President  of Business  Development  starting in July 2009.  In 2006,  Mr. Raine
developed  the  concept  of the  Immediate  Edge of which he was the  owner  and
operator and which launched its subscription  service in January 2007. Mr. Raine
operated the Immediate  Edge from 2007 until its  acquisition by 30DC DE in July
2009.

                                      -26-
<PAGE>

GREGORY H. LABORDE, DIRECTOR

Mr. Laborde,  age 47, has served as a Director of 30DC since September 10, 2010.
Prior to the  transaction  between  Infinity and 30DC DE, Mr,  Labord  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 62, 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.

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.

                                      -27-

<PAGE>

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,
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 Infinity's  business  opportunities  which come to their
attention.  The Company's  officers and directors do, however,  have a fiduciary
duty of loyalty to Infinity 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,

                                      -28-
<PAGE>

associate person or business opportunity from any affiliate or any client of any
such person.

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

The  following  table sets forth the  compensation  paid to officers  during the
fiscal  years  ended  June 30,  2011,  2010 and 2009.  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, 2011.
<TABLE>
<CAPTION>

                                          SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                            NON-EQUITY NON-QUALIFIED
                                                                            INCENTIVE    DEFERRED
                                                      STOCK      OPTION     PLAN       COMPENSATION     ALL OTHER
                                SALARY       BONUS     AWARDS     AWARDS    COMPEN-SATIONEARNINGS     COMPENSATION     TOTAL
  NAME & POSITION     YEAR        ($)         ($)        ($)        ($)        ($)          ($)            ($)          ($)
-------------------- -------- ------------ ---------- ---------- ---------- ---------- -------------- -------------- ----------
<S>                  <C>      <C>          <C>        <C>        <C>        <C>        <C>            <C>            <C>
Edward Dale, CEO     2011      280,221(2)     79,643          0          0          0              0              0    359,864
(7)                  2010      250,000(1)    496,714          0          0          0              0              0    746,714

Clinton Carey, COO   2011      200,000(4)          0          0          0          0              0              0    200,000
(7)                  2010      200,000(3)          0          0          0          0              0              0    200,000

Dan Raine,           2011      250,000(6)          0          0          0          0              0              0    250,000
VP Business          2010      250,000(5)    211,925          0          0          0              0              0    461,925
Development (7)

Theodore A.          2011     200,000(10)          0          0          0          0              0              0    200,000
Greenberg, CFO,      2010        6,000(9)          0          0          0          0              0              0      6,000
and Secretary        2009       24,000(8)          0          0          0          0              0              0     24,000

Gregory H.           2011               0          0          0          0          0              0              0          0
Laborde, Former      2010        6,000(9)          0          0          0          0              0              0      6,000
President and CEO    2009      41,863(11)          0          0          0          0              0              0     41,863
--------------------
</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. This amount was included in related party contractor fees. By contract
Marillion  receives  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.  Subsequent  to that  time,  Marillion's
contractor fees have followed the contracted amount.

(2) 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.  Subsequent  to that  time,  Marillion's
contractor fees have followed the contracted amount.

(3) 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

                                      -29-
<PAGE>

amount was paid in shares of the Company after  completion of the acquisition of
30DC by Infinity.

(4) During the year ended June 30, 2011,  Jesselton,  a company  affiliated with
Clinton Carey earned  $200,000 in contractor fees which were included in related
party  contractor  fees,  Jesselton,  Ltd., 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.

(5) 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.

(6) During the year ended June 30, 2011, Raine V, a company  affiliated with Dan
Raine earned $250,000 which were included in related party contractor fees.

(7)  Compensated  by 30DC DE for the fiscal year ended June 30,  2010.  Prior to
fiscal year June 30, 2010 the business of 30DC was operated by 30 Day  Challenge
and Immediate Edge which were unincorporated  entities. Mr. Dale operated 30 Day
Challenge  from  whom he and  entities  affiliated  with  him  received  owner's
distributions  of $272,787  for the fiscal year ended June 30,  2009.  Mr. Raine
operated  the  Immediate  Edge from whom he received  owner's  distributions  of
$425,402 for the fiscal year ended June 30, 2009.

(8) During the year ended June 30, 2009,  Theodore A. Greenberg earned salary of
$24,000. The compensation was accrued but not actually paid.

(9)  Mr.  Greenberg  and Mr.  Laborde  signed  amendments  to  their  employment
contracts  with  Infinity  which  states  they would  receive  no  further  cash
compensation  until  the  business  operations  and  liquidity  of  the  Company
improved.  They each received  $6,000- cash  compensation  during the year ended
June 2010  prior to the  effective  date of the  amendment.  The  amount due Mr.
Laborde  was  paid to GHL,  Group,  Ltd.  and was  included  in  management  fee
expenses.

(10) 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.

(11) During the year ended June 30, 2009, GHL Group,  Ltd., a company affiliated
with  Gregory  H.  Laborde,  was paid  $41,383.  The  payment  was  included  in
management fee expenses.  By contract Mr. Laborde was due annual compensation of
$90,000 of which he waived  $48,617.  Mr. Laborde  resigned as the President and
CEO, effective September 10, 2010.


                    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.

                                      -30-
<PAGE>

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.

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 Section22(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.
<TABLE>
<CAPTION>
              Aggregated Option/SAR Exercises in Last Fiscal Year,
                      and Fiscal Year-End Option/SAR Values


                                                              NUMBER OF SECURITIES             VALUE OF
                                                                   UNDERLYING                 UNEXERCISED
                                                                   UNEXERCISED               IN-THE-MONEY
                                                                 OPTIONS/SARS AT            OPTIONS/SARS AT
                                                                     FY-END                   FY-END ($)
                                                              ----------------------       ------------------

        NAME                 SHARES           VALUE                 EXERCISABLE/               EXERCISABLE/
                           ACQUIRED ON       REALIZED              UNEXERCISABLE              UNEXERCISABLE
                           EXERCISE (#)         ($)
--------------------- -- --------------- -- ----------- ----- ---------------------- ----- ------------------
<S>                      <C>                <C>               <C>                          <C>
Pierce McNally                        0              0                     36,500/0                     $0/0

Conrad Huss                           0              0                     36,500/0                     $0/0

Ernest Chu                            0              0                     36,500/0                     $0/0
</TABLE>


On August  10,  2010 the board of  directors  approved  the  issuance  of 36,500
immediately  vesting options to purchase one share of the Company's common stock
with an  exercise  price  of $0.50  per  share  to each of the  Company's  three
independent directors;  Pierce McNally, Conrad Huss and Ernest Chu. Mr. Huss and
Mr. Chu resigned from the board of directors on September 10, 2010;  Mr. McNally
still currently serves as a director.

                                      -31-

<PAGE>

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  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.

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.

In  August,  2008,  Marillion  Partnership,  then  owner  of 30  Day  Challenge,
contracted  with  Jesselton,  Ltd. in connection with the acquisition and merger
process which resulted in signing of the Agreement  with Infinity.  Compensation
under the consulting  agreement wass contingent on completion of the transaction
with Infinity.  Upon execution of the Agreement with Infinity  $250,000 (US) was
owed to Jesselton, Ltd., a consulting firm which Mr. Carey is associated with.

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.

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.

Cash remuneration under The Marillion and Raine Ventures  agreements is $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 $317,825 and $254,260 Australian Dollars respectively. 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, 2011 and 2010.

                                      -32-

<PAGE>

DESCRIPTION OF 30 DC DE CONTRACTOR AGREEMENTS

The  Marillion,  Jesselton and Raine V contractor are with 30DC DE, at this time
no one has contractor or employment  agreements  with  Infinity.  The agreements
provide for 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,
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.



                                      -33-



<PAGE>
                             DIRECTORS COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended June 30, 2011:
<TABLE>
<CAPTION>
                 FEES                                                  NON-QUALIFIED
                 EARNED                                                  DEFERRED
     NAME        OR PAID   STOCK        OPTION        NON-EQUITY       COMPENSATION
                 IN CASH   AWARDS       AWARDS      INCENTIVE PLAN       EARNINGS           ALL OTHER        TOTAL
                   ($)        ($)         ($)      COMPENSATION ($)         ($)          COMPENSATION ($)     ($)
---------------- --------- ---------- ---------- ------------------ ------------------ ------------------ ----------
<S>              <C>       <C>        <C>        <C>                <C>                <C>                <C>
Edward Dale (1)     $ -0-      $ -0-      $ -0-              $ -0-              $ -0-           $359,864   $359,864

Clinton Carey       $ -0-      $ -0-      $ -0-              $ -0-              $ -0-          $ 200,000   $200,000
(2)

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-    $10,120              $ -0-               $-0-              $ -0-    $10,120
(4)

Conrad R. Huss      $ -0-      $ -0-    $10,120              $ -0-               $-0-              $ -0-    $10,120
(4)

Ernest D. Chu       $ -0-      $ -0-    $10,120              $ -0-               $-0-              $ -0-    $10,120
(4)
----------------
</TABLE>
(1)  During  the year  ended June 30,  2011,  Marillion  Partnership,  a company
affiliated  with Edward  Dale was paid  $359,864.  The  payment was  included in
related party contractor fees.

(2) During the year ended June 30, 2011,  Jesselton,  Ltd. a company  affiliated
with Clinton Carey was paid $200,000.  The payment was included in related party
contractor fees. Jesselton,  Ltd., 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.

(3) 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.

(4) On August 10, 2010,  109,500  Options of Infinity  were  reallocated  to the
Company's disinterested  directors,  Pierce McNally, Conrad Huss, and Ernest Chu
for service to the Corporation  under the 2008 Corporate Stock Option Plan. Each
of these  directors  received 36,500 options with an exercise price of $0.50 per
share which expire January 5, 2011. Mr. Huss and Mr. Chu resigned from the board
of directors on September  10, 2010;  Mr.  McNally still  currently  serves as a
director.

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.


                                      -34-

<PAGE>

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 Infinity 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
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,  2011,  600,000  options  are
outstanding  under the 2008 Option  Plan of which all  600,000 are  exercisable.
During  the year  ended June 30,  2011,  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.

                                      -35-

<PAGE>

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, 2011, including options exercisable within 60 days.










                  (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)




                                      -36-
<PAGE>
<TABLE>
<CAPTION>

    TITLE OF CLASS       NAME AND ADDRESS OF BENEFICIAL    AMOUNT AND NATURE OF       PERCENT OF CLASS
                                    OWNER (1)              BENEFICIAL OWNER (2)
------------------------ -------------------------------- ----------------------- -------------------------
<S>                      <C>                              <C>                     <C>
Common Restricted        Edward Dale, Director,                       27,346,925                    36.70%
                         President, CEO and Chairman of
                         the Board (Directly and
                         Beneficially through Marillion
                         Partnership)

Common Restricted        Clinton Carey, Director and COO               3,432,000                     4.61%

Common Restricted        Gregory H. Laborde, Director,                 2,957,250                     3.97%
                         Former President, CEO, and
                         Chairman of the Board
                         (Beneficially through GHL
                         Group, Ltd.)

Common Restricted        Theodore A. Greenberg, CFO,                   1,580,477                     2.12%
                         Secretary and Director

Common Restricted        Pierce McNally, Director                        192,500                     0.26%

Common Restricted        Dan Raine (Beneficially                      10,560,000                    14.17%
                         through Raine Ventures, LLC)

Common Restricted        All Directors and Executive                  35,509,445                    47.65%
                         Officers as a Group (5 persons)
------------------------
</TABLE>
(1)      All directors can be reached at the address of the Company.

(2)      At June 30, 2011, the Company had 74,520,248 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.

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


                                      -37-
<PAGE>

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

RELATED PARTY TRANSACTIONS

During  the  years  ended  June  30,  2011  and  2010,   Marillion   Partnership
("Marillion"), a company affiliated with Edward Dale was paid contractor fees of
$359,864 and $746,714  respectively.  Mr. Dale is CEO, President and Chairman of
the Board of the Company.

During the years ended June 30, 2011 and 2010, Jesselton, Ltd. ("Jesselton"),  a
company  affiliated  with Clinton Carey earned  $200,000 in contractor fees each
year. Mr. Carey is COO and a Director of the Company.

During the year ended June 30, 2011 and 2010, 23V Ltd. and Raine  Ventures,  LLC
(collectively  "Raine  V"),  companies  affiliated  with Dan Raine  earned  paid
$250,000 and $461,925 in contractor fees respectively.  Mr. Raine has beneficial
ownership of 14.17% of the Company.

During the years ended June 30,  2011 and 2010,  Theodore  A.  Greenberg  earned
salary of $200,000 and $6,000, respectively. Mr. Greenberg is CFO and a Director
of the Company.

GHL Group, Ltd., a company  affiliated with Gregory H. Laborde,  was paid $6,000
during the year ended June 30, 2010. Mr. Laborde is the sole  shareholder of GHL
Group,  Ltd. and was President,  CEO of Infinity through  September 10, 2010. He
remains a director of the Company.

On  September  15,  2009,  the  holders  of  Infinity  notes  totaling  $125,000
foreclosed on collateral of 200,000 shares of Strategic  Environmental  owned by
Infinity and 250,000  shares of Infinity  pledged by GHL Group,  Ltd., a company
controlled by Gregory  Laborde,  a former Officer and a current  director of the
Company. On August 12, 2010, the Company entered into a Settlement Agreement and
Mutual  Release  with the  holders of these notes to pay the full  balance  due,
accrued  interests  along with  additional  consideration  of $6,250 in cash and
5,000  shares of  Blackstar  Energy  Group,  Inc. As part of the  agreement  the
holders of the notes agreed to return 140,000 shares of Strategic  Environmental
back to the Company and 190,000 shares of Company stock back to GHL Group,  Ltd.
The  consideration due to effect the settlement was not paid and the shares were
not returned.

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

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

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. The contact is noncancelable by either party for the initial two years
and then  with six  months  notice  by  either  party  for the  duration  of the
contract.  If in any year starting from the commencement date,  revenues of 30DC
doubles then  Marillion  will be due shares in 30DC,  Inc.  equal to 50% of cash
remuneration as additional compensation.

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

                                      -38-
<PAGE>

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
contract is  non-cancelable by either party for the first two years and with six
months notice by either party for the duration of the  contract.  If in any year
starting from the commencement  date,  revenues of 30DC, Inc. doubles then Raine
Ventures  will be due  shares  in 30DC  equal  to 50% of  cash  remuneration  as
additional compensation payable in shares of 30DC, Inc.

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. The
contract is  non-cancelable by either party for the first two years and with six
months notice by either party for the duration of the  contract.  If in any year
starting from the  commencement  date,  revenues of 30DC doubles then  Jesselton
will be due shares in 30DC, Inc. equal to 50% of cash remuneration as additional
compensation payable in shares of 30DC, Inc.

Cash remuneration under The Marillion and Raine Ventures  agreements is $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 $317,825 and $254,260 Australian Dollars respectively. 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, 2011 and 2010.

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,
COO and a Director of the Company, is associated with and $250,000  (Australian)
was owed to the other consultant.


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, 2011 and 2010 by Marcum, LLP

                              Year Ended June 30,
                             2011               2010
                        --------------      ------------
Audit Fees                   $195,990          $207,000

Audit-related Fees                 $0                $0

Tax Fees                           $0                $0

All Other Fees                     $0                $0

                        --------------      ------------
Total Fees                   $195,990          $207,000

                                      -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, 2011 and 2010


(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
               the Sarbanes-Oxley Act

     31.2      Certification of Chief Financial Officer pursuant to Section 302
               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



















                                      -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: December 13 , 2011
                                 By:  /s/ Edward Dale
                                      ------------------------------------------
                                      Edward Dale, President, Chief Executive
                                      Officer and Chairman of the Board


                                 By:  /s/ Theodore A. Greenberg
                                      ------------------------------------------
                                      Theodore A. Greenberg, Chief Financial
                                      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: December 13, 2011
                                                       30DC , Inc.
                                          --------------------------------------


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

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

                                          /s/ Clinton Carey
                                          --------------------------------------
                                          Clinton Carey, Director

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

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








                                      -41-