

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

                                  FORM 8-K12g3
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                       Date of Report: September 21, 2010


                          INFINITY CAPITAL GROUP, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


          MARYLAND                    000-30999                  16-1675285
----------------------------   ------------------------      -------------------
(State or other jurisdiction   (Commission File Number)         (IRS Employer
     of incorporation)                                       Identification No.)

                 80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
          ------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>
                        SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------------------------

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")  and  the
Shareholders of 30DC, Inc. ("30DC Shareholders").

In  exchange  for 100% of the issued and  outstanding  shares of 30DC,  Infinity
issued  60,984,000  shares of its restricted  common stock.  The shareholders of
30DC  received  13.2 shares of common  stock of Infinity  for every one share of
30DC.

Upon closing  Messrs.  Edward Dale and Clinton Carey were appointed to the Board
of Directors. Mr. Dale is the President,  Chief Executive Officer and a director
of 30DC. In addition,  he is the manager of the former  majority  shareholder of
30DC,  Marillion  Partnership.  Mr. Carey is the Chief  Operating  Officer and a
director of 30DC. Further, Mr. Dale was appointed the Chief Executive Officer of
Infinity and Mr. Carey was appointed the Chief Operating Officer of Infinity.

Infinity,  as  a  result  of  the  transaction,   became  the  sole  outstanding
shareholder  of 100% of the  outstanding  common shares of common stock of 30DC.
For purposes of accounting,  30DC,  will be considered the accounting  acquirer.
The business of 30DC is now the primary business of Infinity.

30DC, INC. BUSINESS SUMMARY

30DC was incorporated on October 17, 2008 in the state of Delaware and currently
maintains business  operations located in Monee Ponds,  Victoria,  Australia and
Cheshire,  United  Kingdom.  Prior to July 15, 2009, 30DC had no active business
operations.  On  July  15,  2009,  30DC  acquired  the  business  of the "30 Day
Challenge" and "Immediate Edge" from two of 30DC's founding shareholders as part
of a plan to consolidate  their business  operations.  30DC was created to build
and  manage  international  web-based  sales  and  marketing  companies.  30 Day
Challenge  and  Immediate  Edge are 30DC's two  business  divisions.  The 30 Day
Challenge  is a free online  ecommerce  training  program,  year round,  with an
online  education  subscription  service.  In  addition,  periodic  premium live
seminars are produced which are intended to target experienced Internet business
operators.  Immediate Edge is an online education program  subscription  service
offering high-end internet marketing  instruction and strategies for experienced
online commerce practitioners.

BUSINESS MODEL

30DC's business is driven by expanding its community of members,  who have grown
from 1,000 members in 2005 to 80,000 members in 2009.

The primary  driver of 30DC's  community  growth is the annual 30 Day  Challenge
which is offered  online for free each July and  August.  In 2009,  the  program
attracted 80,000  participants.  A taped version of the 30 Day Challenge program
is offered  online for free  throughout  the rest of the year via videos created
during the live event facilitating community growth all year long.

In addition to generating revenue from subscription offerings and live seminars,
30DC has revenue streams which are generated from the community including;

o    developing and selling Internet marketing products and services;

o    individual  courses on topics on a range of  subjects  such as valuing  web
     sites;

                                      -2-
<PAGE>


o    one to one mentoring and private business consulting programs;

o    promoting third party internet marketing products and services.

BUSINESS DIVISIONS

THE 30 DAY CHALLENGE

OVERVIEW

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

The 30 Day Challenge offers a free Internet marketing  educational  program live
via the Internet each July and August and available in a videotaped version year
round. The 30 Day Challenge program is an interactive  instruction  program. The
course  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 30 Day 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  Challenge  markets  products  and services  such as monthly  subscriptions,
individual content specific courses, third party products, premium live seminars
at a  cost  of up to  $1,000  per  participant  and  one to  one  mentoring  and
consulting  at a cost of up to  $10,000.  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.  30 Day
Challenge  distributes  a free monthly  newsletter  to the entire  community and
regularly  communicates  insights and trends in  conjunction  with extolling the
value of the products and services being  marketed.  Some of 30 Day  Challenge's
other  offerings,  include the 30 Day 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 and the live seminars  which offer
premium content and networking  opportunities for Internet  marketers willing to
pay $1,000 for a three-day seminar.

30 DAY CHALLENGE TECHNOLOGY AND INTELLECTUAL PROPERTY

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


                                      -3-
<PAGE>

The intellectual property of 30 Day Challenge also includes the 30 Day Challenge
community  database,  containing  some 80,000  contacts and the 30 Day Challenge
content  library.  Google  had  indexed  approximately  35,000  pages  from  the
thirtydaychallenge.com domain. Every page of a website has the potential to rank
in the search  engines for  Internet  marketing  related  keywords  which brings
traffic to the  website and  ultimately  more  people  subscribing  to the email
subscriber  list.  In 2008,  30 Day  Challenge  entered into a commercial  joint
venture relationship with  wordpressdirect.com  and the developers of the Market
Samurai  Internet  marketing  software to develop and make available  additional
services to the 30 Day Challenge community.

COMMUNITY GROWTH

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

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

Strategies  are being  implemented  and  developed  to further the growth of the
community.

THE IMMEDIATE EDGE

OVERVIEW

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

The Immediate  Edge 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.
The Immediate Edge also generates  revenue from affiliate  marketing of targeted
products to its customer base.

BUSINESS MODEL

The Immediate Edge charges  subscribers  $97 per month for 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.  Prior to the acquisition of
the  Immediate  Edge  operations,  Immediate  Edge was a customer  of the 30 Day
Challenge.

IMMEDIATE EDGE TECHNOLOGY AND INTELLECTUAL PROPERTY

The Immediate Edge technology includes Edge Networker, a tool that automatically
creates  hyperlinks  to assist in the  promotion  of the  subscriber's  Internet
business.  Management  believes  that  Internet  Networker  will be retired  and
replaced  with a  comparable  social  marketing  technology  within  the next 12
months.  The Immediate Edge is continually  upgrading its product  offering.  In
addition,  Dan Raine has created a product called the Edge Blueprint  which is a

                                      -4-
<PAGE>

step by step video  program  for  implementing  many of the  Internet  marketing
strategies  taught within the Immediate  Edge. The Immediate  Edge  intellectual
property includes  software  strategies and systems designed to give subscribers
an "immediate edge" in the operation of their online business.

GROWTH OPPORTUNITIES

The 30 Day Challenge affords the Immediate Edge with a platform for reaching new
subscribers. The Immediate Edge is promoted to the 30 Day Challenge 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  Edge also runs $1 for one week  trial
subscriber promotions a few times a year to attract new subscribers.

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 budding  entrepreneurs are potential customers with
the  more   sophisticated  and  successful  online  businesses  being  potential
customers for the offerings of the 30 Day Challenge and the Immediate Edge.

COMPETITION

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.  The Company earns revenue from customers in its database
purchasing products and services from third parties, some of whom are competitor
Internet marketing companies.


                   SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
-------------------------------------------------

ISSUANCES OF COMMON STOCK

As a result of the Plan and Agreement of Reorganization  with 30DC, Inc. and its
shareholders,  executed on September 10, 2010, Infinity issued 60,984,000 shares
of its restricted  common stock to the shareholders of 30DC,  Inc.,  pursuant to
exemption  from  registration  afforded by Section 4(2) of the Securities Act of
1933 and Regulation D, Rule 506.

As a result of the issuance  transaction,  67,531,391 shares of common stock are
issued and outstanding as of date hereof.

                                      -5-
<PAGE>

        SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS

ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
---------------------------------------------------------

Larry O'Donnell,  CPA, PC formerly the independent  registered public accountant
for Infinity  Capital  Group,  Inc. was dismissed as the  Company's  independent
registered public accountant on September 15, 2010.

On  September  15,  2010,  the Board of  Directors  of the Company  approved the
engagement of new auditors, Marcum LLP of New York, New York to be the Company's
independent  registered public  accountant.  During the two years ended December
31, 2009 and 2008 and the  subsequent  interim  period prior to engaging  Marcum
LLP,  the  Company  did  not  consult  Marcum  LLP  regarding  either:  (i)  the
application of accounting principles to a specified transaction either completed
or  proposed,  or the type of  audit  opinion  that  might  be  rendered  on the
Company's  financial  statements and Marcum LLP did not provide either a written
report or oral advice to the  Company  that Marcum  concluded  was an  important
factor  considered  by the Company in reaching a decision as to the  accounting,
auditing or financial  reporting  issue;  or (ii) any matter that was either the
subject of a disagreement or a reportable event.

The  action to engage  new  auditors  was  approved  by the Board of  Directors.
Currently,  no audit committee exists. The Board of Directors  previously had an
audit  committee  which ceased to exist when two  directors  resigned  effective
September 10, 2010. The Company intends on reinstituting an audit committee at a
future date.

In  connection  with the audits of the fiscal years ended  December 31, 2009 and
2008 and the the unaudited  condensed  financial  statements for the period from
January 1, 2010 through June 30, 2010 and through the date of termination of the
accountants,  no  disagreements  exist  with the former  independent  registered
public accountant on any matter of accounting principles or practices, financial
statement  disclosure,   internal  control  assessment,  or  auditing  scope  of
procedure, which disagreements if not resolved to the satisfaction of the former
accountant  would have caused them to make  reference in  connection  with their
report to the subject of the disagreement(s).

The Independent Auditor Report by Larry O'Donnell,  CPA, PC for the fiscal years
ended  December  31,  2009 and 2008,  contained  an  opinion  which  included  a
paragraph discussing  uncertainties  related to continuation of the Company as a
going concern.

                 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT
--------------------------------------------

As a result of the Plan and Agreement of Reorganization  with 30DC, Inc. and its
shareholders,  executed on September 10, 2010, Infinity issued 60,984,000 shares
of its restricted  common stock to the  shareholders of 30DC. As a result of the
issuance of the shares,  Infinity has approximately  67,531,391 shares of common
stock issued and outstanding.

The  Marillion  Partnership,  the former  majority  shareholder  of 30DC,  holds
37,224,000 shares of the common stock of Infinity,  approximately  55.12% of the
issued and  outstanding  common stock.  The Marillion  Partnership  is owned and
managed by Edward Dale,  an officer and  director of 30DC and a newly  appointed
director of Infinity.  Therefore,  Mr. Dale has indirect beneficial ownership of
the 37,224,000  shares held by the Marillion  Partnership.  Mr. Edward Dale also
holds 1,848,000 shares of common stock directly.

                                      -6-
<PAGE>

ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
--------------------------------------------------------------------------------

APPOINTMENT OF OFFICERS AND DIRECTORS

On September 10, 2010 as a result of the merger, Mr. Edward Dale and Mr. Clinton
Carey were appointed as Directors of the Company.  Messrs. Ernest Chu and Conrad
Huss, effective September 10, 2010, have resigned as directors of the Company.

Effective,  September 10, 2010, Mr. Greg Laborde resigned as the Chief Executive
Officer and President of Infinity.  Effective  September 10, 2010,  Mr. Dale was
appointed the Chief Executive Officer of the Company and Mr. Carey was appointed
the Chief Operating Officer.

EDWARD DALE, DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Dale, age 40, has served as the Chairman of the Board,  President and CEO of
30DC,  Inc. from 2008 to date.  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 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.  Mr. Dale was a founding
shareholder of 30DC and has served as its President, Chief Executive Officer and
a director since October 2008.

CLINTON CAREY, DIRECTOR AND CHIEF OPERATING OFFICER

Mr. Carey,  age 40, has served as Chief Operating  Officer and Director of 30DC,
Inc. from July 2009 to date. Over the past 15 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. Mr. Carey was a founding shareholder of 30DC.

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

Mr. Raine,  age 37, has served as Vice  President of Business  Development of 30
DC, Inc,  since July 2009.  In 2006,  he developed  the concept of the Immediate
Edge of which he was 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 in July  2009 at which  time he  started  his  current
position with 30DC. Mr. Raine, was a founding shareholder of 30DC.

EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to officers  during the
fiscal years ended December 31, 2009, 2008 and 2007 and the period of January 1,
2010 through June 30, 2010. The table sets forth this  information  for Infinity
Capital  Group,  Inc.  and 30DC,  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, 2010.

                                      -7-

<PAGE>
<TABLE>
<CAPTION>

                                             SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                     NON-EQUITY    NON-QUALIFIED
                                                                     INCENTIVE       DEFERRED
                                                  STOCK    OPTION       PLAN       COMPENSATION     ALL OTHER
                               SALARY    BONUS    AWARDS   AWARDS   COMPENSATION     EARNINGS      COMPENSATION     TOTAL
  NAME & POSITION     YEAR      ($)       ($)       ($)     ($)         ($)             ($)            ($)           ($)
-------------------- -------- --------- --------- -------- ------- --------------- -------------- --------------- ----------
<S>                  <C>      <C>       <C>       <C>      <C>     <C>             <C>            <C>             <C>
Gregory H.           2010         0(6)         0        0       0               0              0               0          0
Laborde, Former      2009     28,383(3)        0        0       0               0              0               0     28,383
President and CEO    2008     44,367(2)        0        0       0               0              0               0     44,367
                     2007     38,177(1)        0        0       0               0              0               0     38,177

Theodore A.          2010         0(6)         0        0       0               0              0               0          0
Greenberg, CFO,      2009     18,000(5)        0        0       0               0              0               0     18,000
Former CIO and       2008     24,000(4)        0        0       0               0              0               0     24,000
Secretary            2007            0         0        0       0               0              0               0          0

Edward Dale, CEO     2010      250,000   500,000        0       0               0              0               0    750,000
30DC (7)(8)

Clinton Carey, COO   2010      200,000         0        0       0               0              0               0    200,000
30DC (7)(9)

Dan Raine, VP Bus.
Development, 30DC
(7)(10)              2010      250,000   230,000        0       0               0              0               0    480,000
-------------------- --------
</TABLE>
(1)  During  the year ended  December  31,  2007,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $38,177.  The payment was included
in management  fee expenses for payment to GHL Group,  Ltd.  Infinity  contracts
with GHL Group,  Ltd.  for  consulting  services  and to which it pays fees.  By
contract Mr. Laborde was due annual  compensation  of $90,000 of which he waived
$51,823.  Mr. Laborde resigned as the President and CEO, effective September 10,
2010.

(2)  During  the year ended  December  31,  2008,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $44,367.  The payment was included
in  management  fee  expenses  for payment to GHL Group,  Ltd.  By contract  Mr.
Laborde was due annual compensation of $90,000 of which he waived $45,633.

(3)  During  the year ended  December  31,  2009,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $28,383.  The payment was included
in  management  fee  expenses  for payment to GHL Group,  Ltd.  By contract  Mr.
Laborde was due annual compensation of $90,000 of which he waived $61,617.

(4) During the year ended December 31, 2008, Theodore A. Greenberg earned salary
of $24,000. The compensation was accrued but not actually paid.

(5) During the year ended December 31, 2009, Theodore A. Greenberg earned salary
of $18,000.  The  compensation was accrued but not actually paid and is included
in accrued  expenses.  By contract Mr. Greenberg was due annual  compensation of
$24,000 of which he waived $6,000.

(6) Mr.  Laborde  and Mr.  Greenberg  signed an  amendment  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. As such, they have received -0- cash compensation in 2010.

(7) Compensated by 30DC, Inc. 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

                                      -8-
<PAGE>

distributions  of $272,787 and $318,138 for the fiscal years ended June 30, 2009
and 2008  respectively.  Mr.  Raine  operated  the  Immediate  Edge from whom he
received  owner's  distributions  of $425,402  and $245,066 for the fiscal years
ended June 30, 2009 and 2008 respectively.

(8) Mr. Dale was recently  appointed the Chief Executive Officer of Infinity and
has been the Chief Executive  Officer of 30DC. By contract he receives an annual
salary of  $250,000.  30DC's Board of  Directors  approved Mr. Dale  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,  Mr.  Dale's  compensation  will follow the  contracted
amount.

(9) Mr. Carey was recently appointed the Chief Operating Officer of Infinity and
has been the Chief Operating  Officer of 30DC. By contract he receives an annual
salary of $200,000. His compensation for the fiscal year ended June 30, 2010 was
accrued but has not been paid. In addition,  Jesselton,  Ltd., a consulting firm
which Mr.Carey, is associated with entered into a consulting agreement with 30DC
and under such  consulting  agreement is to be paid $250,000 in connection  with
the closing of the acquisition of 30DC by Infinity.

(10)  Mr.  Raine  and has been  and  remains  the  Vice  President  of  Business
Development of 30DC. By contract he receives annual consulting fees of $250,000.
30DC's Board of Directors  approved Mr. Raine receiving a bonus based on the net
cash flow of the Immediate Edge business unit until such point as 30DC completed
the Agreement  which closed on September 10, 2010.  Subsequent to that time, Mr.
Raine's compensation will follow the contracted amount.

EMPLOYMENT CONTRACTS:

EDWARD DALE

Contemporaneous  with 30DC's  acquisition  of the 30 Day  Challenge  on July 15,
2009, 30 DC entered into a three-year  Executive  Services Agreement with Edward
Dale to serve as the Company's Chief Executive Officer providing for among other
things, the payment of $250,000 in cash remuneration per year.

CLINTON CAREY

On June 19, 2009, 30DC entered into a three-year  Executive  Services  Agreement
with Clinton Carey to serve 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) is
owed to Jesselton,  Ltd., a consulting firm which Mr. Carey is associated  with.

DAN RAINE

Contemporaneous  with 30DC's  acquisition  of the 30 Day  Challenge  on July 15,
2009,  30 DC entered into a three-year  Consulting  Agreement  with Dan Raine to
serve as the  Company's  Vice  President of Business  Development  providing for
among other things, the payment of $250,000 in cash remuneration per year.

                                      -9-
<PAGE>

DESCRIPTION OF 30 DC EMPLOYMENT CONTRACTS

Messrs.  Dale  and  Carey  employment  agreements  and  Mr.  Raines  consultancy
agreement  are with 30DC,  at this time no one has  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 of 30DC

SALARY:  Annual  reviews of  compensation  are to be  performed  by the Board of
Directors  of 30DC.  At such  review  the  Board  of 30DC  shall  consider:  the
responsibilities  of  the  Executive,   the  performance  of  the  company,  the
performance of the 30DC, the  performance  of the  Executive,  the  remuneration
available in the  workforce  outside the 30DC for persons with  responsibilities
and experience  equivalent to those of the Executive 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 is
required to resign as Officer of the Company and this  Agreement is  effectively
terminated,  then in addition to any other  entitlements due to the Executive in
accordance with the terms of this Agreement, the Executive 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 Executive during that period; and

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

None of the  Executives  were required to resign their  positions with 30DC as a
result of the Agreement so this provision did not apply.

At the time of this filing,  none of the new  officers of Infinity  have entered
into services agreements with Infinity.

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 Infinity and
ceased to exist when two directors  resigned  effective  September 10, 2010. The
Company intends on reinstituting a compensation committee at a later date.





                                      -10-
<PAGE>
                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the  Company's  directors  during the year ended  December  31,  2009 and the
period ended June 30, 2010:

<TABLE>
<CAPTION>
                         FEES                                             NON-QUALIFIED
                        EARNED    STOCK      OPTION       NON-EQUITY        DEFERRED
     NAME        YEAR   OR PAID   AWARDS     AWARDS     INCENTIVE PLAN    COMPENSATION       ALL OTHER
                        IN CASH      ($)       ($)     COMPENSATION ($)     EARNINGS        COMPENSATION      TOTAL
                          ($)                                                  ($)              ($)            ($)
--------------- ------- --------- ---------- --------- ----------------- ---------------- ----------------- ----------
<S>             <C>     <C>       <C>        <C>       <C>               <C>              <C>               <C>
Gregory H.        2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $ 28,383   $ 28,383
Laborde (1)       2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-


Theodore A.       2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $ 18,000   $ 18,000
Greenberg (2)     2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-

Pierce            2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
McNally (3)       2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-

Conrad R.         2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
Huss (3)          2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-

Ernest D. Chu     2009     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
(3)               2010     $ -0-      $ -0-     $ -0-             $ -0-            $ -0-          $    -0-   $    -0-
-----------------------
</TABLE>

(1)  During  the year ended  December  31,  2009,  GHL  Group,  Ltd.,  a company
affiliated with Gregory H. Laborde,  was paid $28,383.  The payment was included
in management fee expenses for payment to GHL Group, Ltd.

(2) During the year ended December 31, 2009, Theodore A. Greenberg earned salary
of $18,000 for his services as an officer of the Company.  The  compensation was
accrued but not actually paid.

(3) On August 10, 2010,  109,500  Options of Infinity  were  reallocated  to our
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.

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.


                                      -11-
<PAGE>

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 the Company's outstanding common stock by:

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

o    the Company'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.

(1) The  information  below is based on the  number of  shares of the  Company's
common stock that it believes was beneficially owned by each person or entity as
of September 10, 2010.
<TABLE>
<CAPTION>

  TITLE OF CLASS       NAME AND ADDRESS OF    AMOUNT AND NATURE    PERCENT OF CLASS     AMOUNT AND      PERCENT OF
                        BENEFICIAL OWNER        OF BENEFICIAL      PRIOR TO MERGER      NATURE OF       CLASS AFTER
                                                OWNER PRIOR TO                          BENEFICIAL        MERGER
                                                  MERGER (1)                           OWNER AFTER
                                                                                        MERGER (2)
-------------------- ------------------------ ------------------- ------------------- --------------- ----------------
<S>                  <C>                      <C>                 <C>                 <C>             <C>
Common Restricted    Gregory H. Laborde,               2,957,250              45.17%       2,957,250            4.38%
                     Former President and
                     CEO, Director
                     (Beneficially through
                     GHL Group, Ltd.)

Common Restricted    Theodore A. Greenberg,            1,100,000              16.80%       1,100,000            1.63%
                     CFO, Former CIO,
                     Secretary and Director

Options              Pierce McNally,                     192,500                  0%         192,500               0%
                     Director (3)

Options              Conrad R. Huss, Former              173,500                  0%         173,500               0%
                     Director (3)


                                      -12-
<PAGE>

  TITLE OF CLASS       NAME AND ADDRESS OF    AMOUNT AND NATURE    PERCENT OF CLASS     AMOUNT AND      PERCENT OF
                        BENEFICIAL OWNER        OF BENEFICIAL      PRIOR TO MERGER      NATURE OF       CLASS AFTER
                                                OWNER PRIOR TO                          BENEFICIAL        MERGER
                                                  MERGER (1)                           OWNER AFTER
                                                                                        MERGER (2)
-------------------- ------------------------ ------------------- ------------------- --------------- ----------------

Options              Ernest D. Chu, Former               147,500                  0%         147,500               0%
                     Director (3)

Common Restricted    Edward Dale,                              0                  0%      39,072,000           57.86%
                     President , CEO &
                     Director (4)

Common Restricted    Marillion Partnership                     0                  0%      37,224,000           55.12%
                     (4)

Common Restricted    Clinton Carey, COO &                      0                  0%       3,432,000            5.08%
                     Director

Common Restricted    Dan Raine                                 0                  0%      10,560,000           15.64%
                     (Beneficially through
                     Raine Ventures, LLC)

Common Restricted    Wulf Rehder                         415,758               6.35%         415,758           <1.00%

Common Restricted    All Directors and                 4,249,250              61.97%      46,753,750           68.95%
                     Executive Officers as
                     a Group (5 persons)
-----------------------
</TABLE>

(1)  At September 10, 2010,  Infinity had  6,547,391  shares of its common stock
     issued  and   outstanding.   Infinity  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.

(2)  As part of the  reorganization  agreement Infinity issued 60,984,000 shares
     to the  shareholders  of 30DC on a 13.2 for 1 basis.  After the issuance of
     such  shares,  Infinity  has  67,531,391  shares of common stock issued and
     outstanding.  Infinity had 600,000 options issued and outstanding,  but the
     options are not included in this calculation as Infinity  considers them to
     be "out of the  money" and does not expect the status to change in the next
     60 days.

(3)  These directors hold options that are "out of the money."

(4)  Mr. Edward Dale holds 1,848,000  shares of common stock directly.  Mr. Dale
     holds  37,224,000  shares of common  stock  indirectly,  through  Marillion
     Partnership.  Mr. Dale is a partner in  Marillion  Partnership  and has the
     ability to vote such shares.


                                      -13-
<PAGE>

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.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Infinity  believes  have a reasonable  likelihood of being "in the money" within
the next sixty days.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

GHL Group, Ltd., a company affiliated with Gregory H. Laborde,  was paid $28,383
during the year ended December 31, 2009. 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 Infinity.

During the year ended December 31, 2009,  Theodore A. Greenberg,  an officer and
director of the Company,  earned salary of $18,000. The compensation was accrued
but not actually paid.

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
Infinity.  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.

On July 15, 2009,  30DC  acquired the net assets  making up the 30 Day Challenge
from the Marillion  Partnership and Edward Dale, an officer of 30DC. In exchange
for the net assets, 30DC issued 2,820,000 shares of 30DC'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 acquired the net assets making up the Immediate Edge from
Dan Raine, a founding  shareholder of 30DC. In exchange for the net assets, 30DC
issued  600,000  shares of 30DC's  common  stock to Mr.  Raine.  The net  assets
include cash and an outstanding liability consisted of deferred revenues.

In June 2009, 30DC  entered into a three year executive  services agreement with
Ed Dale. 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.  Cash remuneration  under the contract is $250,000 per year. If in any
year starting from the  commencement  date,  revenues of 30DC, Inc. doubles then
Mr. Dale will be due shares in 30DC,  Inc. equal to 50% of cash  remuneration as
additional compensation.

                                      -14-
<PAGE>

In June 2009,  30DC entered  into a three year  consultancy  agreement  with Dan
Raine.  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.
Cash  remuneration  under the  contract  is  $250,000  per year.  If in any year
starting  from the  commencement  date,  revenues of 30DC doubles then Mr. Raine
will be due  shares  in 30DC  equal to 50% of cash  remuneration  as  additional
compensation payable in shares of 30DC.

On June 19, 2009, 30DC entered into a three-year  Executive  Services  Agreement
with  Clinton  Carey to serve as the  Company's  Chief  Operating  Officer.  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.   Cash
remuneration  under the contract is $200,000 per year.  If in any year  starting
from the commencement date,  revenues of 30DC doubles then Mr. Raine will be due
shares in 30DC  equal to 50% of cash  remuneration  as  additional  compensation
payable in shares of 30DC.

The  Immediate  Edge paid  commissions  of $21,000  and  $138,262  to  Marillion
Partnership during the years ended June 30, 2009 and 2008, respectively.

Dan Raine,  received  owner's  distributions of $425,402 and $245,066 during the
years ended June 30, 2009 and 2008, respectively from The Immediate Edge.

Edward Dale, received owner's  distributions of $272,787 and $318,138 during the
years ended June 30, 2009 and 2008, respectively from 30 Day Challenge.

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 contingent on completion
of the transaction with Infinity.  Upon execution of the Agreement $250,000 (US)
is owed to Jesselton,  Ltd , a consulting  firm which Mr. Carey,  an officer and
director of Infinity,  is associated  with and $250,000  (Australian) is owed to
the other consultant.

                             SECTION 8 OTHER EVENTS

ITEM 8.01 OTHER EVENTS
----------------------

PRIVATE PLACEMENT MEMORANDUM

In August 2010, 30DC has issued a private placement  memorandum  ("PPM") seeking
to raise a maximum of  $3,000,000,  at a price of $0.26 per unit for  11,538,462
units, if the $3,000,000 maximum is raised. Each unit consists of one restricted
common share of stock of Infinity, a warrant exercisable,  90 days from the date
of  issuance,  to purchase  one  restricted  common  share of  Infinity  with an
exercise price of $0.37 per share and a warrant, exercisable for five years from
the date of issuance,  to purchase one  restricted  common share of Infinity for
$0.50 per share.  During the fiscal  year ending June 30,  2010,  30DC  received
$501,590  under a prior PPM that had not closed;  the funds were  classified  as
interest  free  loans  pending  closing.  Pursuant  to  an  agreement  with  the
subscribers,  the $501,590 will become part of the August 2010 PPM. In addition,
$162,500  was being  held by an escrow  agent to be  released  to 30DC upon both
completion  of the  Agreement and the issuance of the audits of 30 Day Challenge
and Immediate Edge for the fiscal years ending June 30, 2009 and 2008.

                                      -15-
<PAGE>

                   SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
-------------------------------------------

(A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following is a complete list
     of financial statements filed as part of this Report.

     30 Day Challenge - Audited  Financial  Statements  for the Years Ended June
     30, 2009 and 2008

     Immediate Edge - Audited Financial  Statements for the Years Ended June 30,
     2009 and 2008

     30DC, Inc. Interim Condensed Financial statements for the nine months ended
     March 31, 2010 and 2009 will be filed in an amendment.

(B)  PRO FORMA  FINANCIAL  INFORMATION.  The following is a complete list of the
     pro forma financial statements filed as a part of this Report.

     Pro Forma Financial Statements Will be Filed in an Amendment.





























                                      -16-
<PAGE>





























                      30 DAY CHALLENGE FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2009 AND 2008


























<PAGE>
                                      INDEX


   PAGE 1   Report of Independent Registered Public Accounting Firm

   PAGE 2   Statements of Net Assets to be Sold

   PAGE 3   Statements of Revenue and Expenses and Comprehensive Income (Loss)

   PAGE 4   Statements of Changes in Net Assets

   PAGE 5   Statements of Cash Flows

   PAGE 6   Notes to the Financial Statements

































<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Owners
of 30 Day Challenge


We have audited the  accompanying  statements of net assets to be sold of 30 Day
Challenge  (the  "Company")  as of June  30,  2009  and  2008,  and the  related
statements of revenue and expenses and comprehensive  income (loss),  changes in
net assets 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 audit 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 financial  position of 30 Day Challenge,  as of June
30, 2009 and 2008,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

/s/ MARCUM, LLP
New York, NY
September 21, 2010












                                      -1-
<PAGE>
                                30 DAY CHALLENGE
                      STATEMENTS OF NET ASSETS TO BE SOLD

<TABLE>
<CAPTION>
                                                                                              June                June
                                                                                            30, 2009            30, 2008
                                                                                         ---------------     ---------------
<S>                                                                                      <C>                 <C>


Assets

Current Assets

         Cash                                                                            $       23,904      $        3,416
         Accrued Commissions Receivable                                                          35,309              18,392
                                                                                         ---------------     ---------------

                Total  current assets                                                            59,213              21,808
                                                                                         ---------------     ---------------

Property and Equipment, Net                                                                      99,373              77,249
                                                                                         ---------------     ---------------

                Total assets                                                             $      158,586      $       99,057
                                                                                         ===============     ===============


Liabilities and Net Assets to Be Sold

Current Liabilities

         Accounts Payable                                                                $      305,023      $            -
         Accrued Expenses and Refunds                                                            36,527                   -
         Deferred Revenue                                                                        23,683                   -
                                                                                         ---------------     ---------------

                Total current liabilities                                                       365,233                   -
                                                                                         ---------------     ---------------

                Total liabilities                                                               365,233                   -
                                                                                         ---------------     ---------------

Net Assets to Be Sold                                                                          (206,647)             99,057
                                                                                         ---------------     ---------------

Total Liabilities and Net Assets to Be Sold                                              $      158,586      $       99,057
                                                                                         ===============     ===============
</TABLE>














     The accompanying notes are an integral part of the financial statements
                                      -2-
<PAGE>

                                30 DAY CHALLENGE
       STATEMENTS OF REVENUE AND EXPENSES AND COMPREHENSIVE INCOME (LOSS)


<TABLE>
<CAPTION>
                                                                                           Year Ended
                                                                                            June 30,
                                                                                      2009             2008
                                                                                  -------------    -------------
<S>                                                                               <C>              <C>

Revenue

        Commissions                                                               $    781,610     $    557,688
        Seminars and Mentoring                                                         104,765          114,827
        Subscription Revenue                                                           144,185                -
                                                                                  -------------    -------------

                  Total Revenue                                                      1,030,560          672,515

Operating Expenses                                                                   1,011,027          364,974
                                                                                  -------------    -------------

Operating Income                                                                        19,533          307,541

Foreign Currency Loss                                                                  (17,232)         (15,020)
                                                                                  -------------    -------------

Revenue in Excess of Expenses                                                            2,301          292,521

Foreign Currency Translation Gain (Loss)                                               (35,218)          12,018
                                                                                  -------------    -------------

Comprehensive Income (loss)                                                       $    (32,917)    $    304,539
                                                                                  =============    =============

</TABLE>































     The accompanying notes are an integral part of the financial statements
                                      -3-
<PAGE>
                                30 DAY CHALLENGE
                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                 Accumulated
                                                                                   Other
                                                                                Comprehensive
                                                                Net Assets         Income             Total
                                                               --------------   -----------------   -------------
<S>                                                            <C>              <C>                 <C>
Balance - July 1, 2008                                         $    112,656     $             -     $   112,656

            Revenue in excess of expenses                           292,521                   -         292,521

            Foreign currency translation                                  -              12,018          12,018

            Distributions to Owner                                 (318,138)                  -        (318,138)
                                                               --------------   -----------------   -------------

Balance - June 30, 2008                                        $     87,039     $        12,018     $    99,057

            Revenue in excess of expenses                             2,301                   -           2,301

            Foreign currency translation                                  -             (35,218)        (35,218)

            Distributions to Owner                                 (272,787)                  -        (272,787)
                                                               --------------   -----------------    -----------

Balance - June 30, 2009                                        $   (183,447)    $       (23,200)    $  (206,647)
                                                               ==============   =================   =============
</TABLE>

























     The accompanying notes are an integral part of the financial statements
                                      -4-

<PAGE>
                                30 DAY CHALLENGE
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                                  Year Ended
                                                                                           June 30,         June 30,
                                                                                             2009             2008
                                                                                         -------------    -------------

<S>                                                                                      <C>              <C>

Cash Flows from Operating Activities:
     Revenues in excess of expenses                                                      $      2,301     $    292,521

     Changes in operating assets and liabilities
        Depreciation                                                                           42,688           58,390
        Accrued Commissions Receivable                                                        (19,787)         (18,392)
        Accounts Payable                                                                      305,022                -
        Accrued Expenses and Refunds                                                           36,527                -
        Deferred Revenue                                                                       23,683                -
                                                                                         -------------    -------------

                   Net cash provided by operating activities                                  390,434          332,519
                                                                                         -------------    -------------

Cash Flows from Investing Activities
        Purchases of Property and Equipment                                                   (74,542)         (16,871)
                                                                                         -------------    -------------

                   Net cash used in investing activitities                                    (74,542)         (16,871)
                                                                                         -------------    -------------

Cash Flows from Financing Activities
        Distributions to Owner                                                               (272,787)        (318,138)
                                                                                         -------------    -------------

                   Net cash used in financing activities                                     (272,787)        (318,138)
                                                                                         -------------    -------------

Effect of Foreign Exchange Rate Changes on Cash                                               (22,617)           1,501

Increase (Decrease) in Cash                                                                    20,488             (989)
Cash - Beginning of Year                                                                        3,416            4,405
                                                                                         -------------    -------------

Cash - End of Year                                                                       $     23,904     $      3,416
                                                                                         =============    =============

</TABLE>














     The accompanying notes are an integral part of the financial statements
                                      -5-

<PAGE>
                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


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

On July 15, 2009,  Marillion  Partnership  of 69 Ardmillan  Road,  Moonee Ponds,
Victoria,  Australia and Edward Wells Dale of 69 Ardmillan  Road,  Moonee Ponds,
Victoria, Australia,  (collectively the "Sellers"), completed the sale of the 30
Day Challenge (the "Business") to 30DC, Inc. (the "Purchaser"),  a non-operating
holding company, in consideration for the issuance of 2,820,000 Shares of Common
Stock of the  Purchaser.  The Business was sold subject to specific  liabilities
which are  included in the  Statement of Net Assets To Be Sold.  In  conjunction
with the Business sale was Purchaser's acquisition of the Business and Assets of
the  Immediate  Edge,  sold by the Dan Raine of Cheshire,  United  Kingdom.  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, Inc. and Mr.
Dale is now Chief Executive Officer ("CEO") of 30DC, Inc.

The 30 Day Challenge  offers Internet  marketing  services and related  training
that help Internet  companies in operating  their  businesses.  30 Day Challenge
offers an annual  free  Internet  marketing  course  via the  Internet  and this
audience  forms  the basis of the 30 Day  Challenge  customer  base.  The 30 Day
Challenge  offers paid premium  services  including  mentoring and live seminars
taught by the 30 Day  Challenge  senior  staff who are  experts in the  Internet
marketing  industry.  The 30 Day Challenge also generates  revenues from monthly
subscription fees for access to additional  Internet  marketing content and from
commissions  on  third  party  products  sold  via  introduction  to  the 30 Day
Challenge   customer   base  which  are  referred  to  as  affiliate   marketing
commissions.  The Business'  assets consist  primarily of property and equipment
and internally  developed  intangible  property such as domain names,  websites,
customer lists, trademarks, copyrights and goodwill.

The Sellers  maintain  other business  operations,  these  financial  statements
present only the assets and operations of the Business sold to the Purchaser.

The Purchaser entered into a three-year  Executive Services Agreement commencing
June 2009 with the chief executive officer for executive  services providing for
among other things, the payment of $250,000 in cash remuneration per year.

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

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.

                                      -6-
<PAGE>

                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


REVENUE RECOGNITION

The Business generally applies revenue recognition principles in accordance with
AST  Topic  605  "Revenue  Recognition"  ("ASC  605").  Accordingly  revenue  is
generally  recognized when persuasive evidence of an agreement exists,  services
have been rendered or product  delivery has  occurred,  the selling price to the
customer is fixed or determinable and collectability is reasonable assured.

The business  generates  revenues in three  categories,  (i)  commissions,  (ii)
seminars & mentoring  and (iii)  subscriptions.  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.  Deferred  revenue  consists of the unearned
portion of subscription  payments,  seminar fees and mentoring revenue as of the
financial statement date. Deferred revenue was $23,683 and $-0- at June 30, 2009
and 2008 respectively.

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The  financial  statements  of the  Business  are stated in foreign  currencies,
referred to as the functional currency.  Under ASC 830 Foreign Currency Matters,
functional  currency  assets and  liabilities  are translated into the reporting
currency,  US  Dollars,  using  period  end rates of  exchange  and the  related
translation  adjustments  are recorded as a separate  component  of  accumulated
other  comprehensive   income.   Functional  statements  of  operations  amounts
expressed in functional  currencies are translated  using average exchange rates
for the  respective  periods.  Remeasurement  adjustments  and  gains or  losses
resulting from foreign  currency  transactions  are recorded as foreign exchange
gains or losses in the statement of operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and use assumptions that affect certain reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of income and expenses
during the reported  period.  The Business  evaluates all of its estimates on an
on-going basis.

                                      -7-
<PAGE>
                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009



RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, the FASB issued ASU 2010-09,  "Subsequent Events (Topic 855) -
Amendments to Certain  Recognition  and  Disclosure  Requirements."  ASU 2010-09
requires an entity that is an SEC filer to evaluate  subsequent  events  through
the date that the financial  statements  are issued and removes the  requirement
that an SEC filer  disclose the date through which  subsequent  events have been
evaluated. ASC 2010-09 was effective upon issuance.

In June 2009 the FASB issued ASC 810,  formerly  SFAS 167,  "Amendments  to FASB
Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates  Interpretation  46(R)'s
exceptions to consolidating qualifying  special-purpose  entities,  contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity.  ASC 810 also contains a new requirement that any
term, transaction,  or arrangement that does not have a substantive effect on an
entity's status as a variable interest entity, a company's power over a variable
interest  entity,  or a company's  obligation  to absorb  losses or its right to
receive  benefits of an entity must be  disregarded  in applying  Interpretation
46(R)'s  provisions.  The elimination of the qualifying  special-purpose  entity
concept and its consolidation  exceptions means more entities will be subject to
consolidation assessments and reassessments.  ASC 810 will be effective April 1,
2010.  The  adoption of this  pronouncement  is not  expected to have a material
impact on the Company's financial position and results of operations.

In August 2009, FASB issued  Accounting  Standards Update 2009-05 which includes
amendments  to  Subtopic  820-10,   Fair  Value  Measurements  and  Disclosures,
Measuring  Liabilities  at Fair Value which applies to  liabilities  measured at
fair value. The update provides clarification that in circumstances,  in which a
quoted price in an active market for the identical liability is not available, a
reporting  entity is  required  to measure  fair value  using one or more of the
techniques  provided for in this update.  The  amendments in this Update clarify
that a  reporting  entity  is not  required  to  include  a  separate  input  or
adjustment  to other  inputs  relating to the  existence of a  restriction  that
prevents the transfer of the  liability  and also  clarifies  that both a quoted
price in an active market for the identical  liability at the  measurement  date
and the quoted price for the identical  liability  when traded as an asset in an
active market when no  adjustments to the quoted price of the asset are required
are Level 1 fair  value  measurements.  The  adoption  of this  standard  is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

The FASB  has  published  FASB  Accounting  Standards  Update  2009-13,  Revenue
Recognition  (Topic   605)-Multiple   Deliverable  Revenue   Arrangements  which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services  (deliverables)  separately rather than as a
combined  unit.  Specifically,  this  guidance  amends the  criteria in Subtopic
605-25,  Revenue   Recognition-Multiple-Element   Arrangements,  for  separating
consideration in multiple-deliverable  arrangements. This guidance establishes a
selling price  hierarchy  for  determining  the selling price of a  deliverable,
which is based on:  (a)  vendor-specific  objective  evidence;  (b)  third-party

                                      -8-
<PAGE>
                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation  and  requires  that  arrangement  consideration  be allocated at the
inception of the  arrangement  to all  deliverables  using the relative  selling
price method and also requires expanded  disclosures.  FASB Accounting Standards
Update 2009-13 is effective  prospectively for revenue arrangements entered into
or  materially  modified in fiscal  years  beginning  on or after June 15, 2010.
Early  adoption is  permitted.  The adoption of this standard is not expected to
have a  material  impact on the  Company's  financial  position  and  results of
operations.

The FASB has issued  Accounting  Standards Update (ASU) No. 2010-06,  Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This ASU requires some new disclosures and clarifies some existing
disclosure   requirements   about  fair  value   measurement  as  set  forth  in
Codification  Subtopic 820-10. ASU 2010-06 amends  Codification  Subtopic 820-10
and  now  requires  a  reporting  entity  to use  judgment  in  determining  the
appropriate  classes of assets and liabilities and to provide  disclosures about
the  valuation  techniques  and  inputs  used to  measure  fair  value  for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting  periods beginning after December 15, 2009, as this
standard  relates  specifically  to  disclosures,  the adoption will not have an
impact on the Company's financial position and results of operations.

In March 2010, the FASB issued ASU No. 2010-17,  Revenue Recognition-- Milestone
Method  (Topic 605):  Milestone  Method of Revenue  Recognition.  This  standard
provides that the milestone  method is a valid  application of the  proportional
performance model for revenue  recognition if the milestones are substantive and
there is substantive  uncertainty about whether the milestones will be achieved.
Determining whether a milestone is substantive  requires judgment that should be
made  at  the  inception  of  the  arrangement.  To  meet  the  definition  of a
substantive  milestone,  the consideration earned by achieving the milestone (1)
would  have to be  commensurate  with  either  the level of effort  required  to
achieve the milestone or the enhancement in the value of the item delivered, (2)
would have to relate  solely to past  performance,  and (3) should be reasonable
relative  to  all  deliverables  and  payment  terms  in  the  arrangement.   No
bifurcation of an individual milestone is allowed and there can be more than one
milestone  in an  arrangement.  The new  standard is  effective  for interim and
annual  periods  beginning  on or after  June 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.

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  consolidated  financial
statements upon adoption.

                                      -9-
<PAGE>

                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009



NOTE 3.  RELATED PARTY TRANSACTIONS
-----------------------------------

30 Day Challenge  earned  commissions of $21,000 and $138,262 from the Immediate
Edge during the years ended June 30, 2009 and 2008 respectively.

Subsequent to the financial  statement period 30 Day Challenge and the Immediate
Edge were both  acquired by 30DC,  Inc.  The  acquisitions  were  pursuant to an
agreement dated November 14, 2008.

During the financial  statement  period,  owner's  distributions of $272,787 and
$318,138 were paid during the years ended June 30, 2009 and 2008 respectively to
the Sellers and entities affiliated with the Sellers.

NOTE 4.  PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following at June 30, 2009 and 2008:

                                                   2009                2008
                                              -------------       -------------

Computer and Audio Visual Equipment           $  282,326          $  239,761
Office equipment and Improvements                 32,806              38,874
                                              -------------       -------------
                                                 315,132             278,635
Less accumulated depreciation and
amortization                                    (215,759)           (201,386)
                                              -------------       -------------

                                              $   99,373          $   77,249
                                              =============       =============

Depreciation  and  amortization  expense  was  $42,688 and $58,390 for the years
ended June 30, 2009 and 2008, respectively.

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

NOTE 5.  INCOME TAXES
---------------------

The  business  was owned by a  partnership  and  accordingly  was not subject to
income  taxes.  Each  investor is  responsible  for the tax  liability,  if any,
related  to  its  proportionate  share  of  the  Partnership's  taxable  income.
Accordingly,  no provision  for income  taxes is  reflected in the  accompanying
financial statements. The Managing Partner has concluded that the Partnership is
a  pass-through  entity  and there are no  uncertain  tax  positions  that would
require  recognition in the financial  statements.  If the  partnership  were to
incur an  income  tax  liability  in the  future,  interest  on any  income  tax
liability would be reported as interest  expense and penalties on any income tax

                                      -10-
<PAGE>

                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


liability would be reported as income taxes. The Managing Partner's  conclusions
regarding  uncertain tax positions may be subject to review and  adjustment at a
later  date  based  upon   ongoing   analyses  of  tax  laws,   regulation   and
interpretations thereof as well as other factors.

In Australia,  authorities may generally examine tax returns for four years from
the date of filing  and the  current  and prior  four  years  remain  subject to
examination as of June 30, 2009.

NOTE 6.  REVENUE CONCENTRATION
------------------------------

For the year ended June 30, 2009  revenue from three  customers  exceeded 10% of
total revenues; the individual amounts were approximately 16%, 19% and 11% for a
total of approximately  46% of total revenues.  For the year ended June 30, 2008
revenue from three  customers  exceeded 10% of total  revenues;  the  individual
amounts were  approximately 32%, 21% and 12% for a total of approximately 65% of
total revenues,  One of these customers for the year ended June 30, 2008 was the
Immediate Edge which is further described in Note 3.

NOTE 7.  COMMITMENTS
--------------------

In June 2009 30DC,  Inc.,  which  purchased  the assets of the  business and the
assets of  Immediate  Edge on July 15, 2009,  entered into three year  executive
services  agreement with Ed Dale and Clinton Carey and a three year  consultancy
agreement with Dan Raine. The contacts are noncancelable by either party for the
initial  two  years  and then with six  months  notice  by either  party for the
duration of the contract.

Cash remuneration  under Mr. Dale and Mr. Raine's contracts is $250,000 per year
and  $200,000  under Mr.  Carey's  contract.  If in any year  starting  from the
commencement  date,  revenues of 30DC, Inc. doubles then a bonus equal to 50% of
cash   remuneration   will  be  due  in  shares  of  30DC,  Inc.  as  additional
compensation.

In the event of a change in control of 30DC, Inc. the cash  remuneration for the
remainder of the contract term will be immediately payable and an additional 50%
bonus will be payable in shares of 30DC, Inc.

During  the term of the  agreement,  Ed Dale,  Clinton  Carey  and Dan Raine are
prohibited from engaging in any other business activity that competes with 30DC,
Inc.  without  written  consent  of the 30DC,  Inc.  board of  directors  and is
required to spend all his normal working time on the business of 30DC, Inc.

NOTE 8.  SUBSEQUENT EVENTS
--------------------------

The Company evaluates events that have occurred after the balance sheet date but
before the financial  statements are issued.  Based upon the review,  other than
the items  outlined  below,  the  Company did not  identify  any  recognized  or
non-recognized   subsequent  events  that  would  have  required  adjustment  or
disclosure in the financial statements.

                                      -11-

<PAGE>


                                30 DAY CHALLENGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


On July 15, 2009,  Marillion  Partnership  of 69 Ardmillan  Road,  Moonee Ponds,
Victoria,  Australia and Edward Wells Dale of 69 Ardmillan  Road,  Moonee Ponds,
Victoria, Australia,  (collectively the "Sellers"), completed the sale of the 30
Day Challenge (the "Business") to 30DC, Inc . (the "Purchaser"), a non-operating
holding company, in consideration for the issuance of 2,820,000 Shares of Common
Stock of the  Purchaser.  The Business was sold subject to specific  liabilities
which are  included in the  Statement of Net Assets To Be Sold.  In  conjunction
with the Business sale was Purchaser's acquisition of the Business and Assets of
the  Immediate  Edge,  sold by the Dan Raine of Cheshire,  United  Kingdom.  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, Inc. and Mr.
Dale is now CEO of 30DC, Inc.

On September 10, 2010, shareholders of 30DC, Inc. exchanged 100% of their shares
in  30DC,  Inc.  for  60,984,000   shares  of  Infinity   Capital  Group,   Inc.
("Infinity"),  a publicly traded over the counter  company.  30DC, Inc. became a
wholly owned subsidiary of Infinity Capital Group,  Inc. which intends to change
its  name  to  30DC,  Inc.  Holdings.  After  the  share  exchange,  the  former
shareholders in 30DC, Inc. held slightly more than 90% of the outstanding shares
in Infinity  and the  officers of 30DC,  Inc.  became the  officers of Infinity.
30DC,  Inc. had contracted  with two  consultants to advise on the process which
resulted in completion of the share  exchange.  Compensation  to the consultants
was  contingent on completion  of the share  exchange or a similar  transaction.
With  completion of the share exchange,  $250,000 is owed to Jesselton,  Ltd., a
consulting firm which Mr. Clinton Carey,  Chief Operating  Officer of 30DC, Inc.
is associated with, and $250,000  Australian  Dollars  ($236,925 USD) is owed to
the other  consultant.  The Company  expects to pay these  amounts  partially in
shares of the Company and partially in cash funds over a period of time.

In August 2010, 30DC, Inc. 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 common
share of stock of Infinity,  a warrant  exercisable for 90 days from the date of
issuance,  to purchase one common share of Infinity with an exercise price of 37
cents and a warrant,  exercisable  for five years from the date of issuance,  to
purchase  one common  share of  Infinity  for 50 cents.  During the fiscal  year
ending June 30, 2010,  30DC, Inc.  received  $501,590 under a prior PPM that had
not  closed;  those funds were  considered  to be  interest  free loans  pending
closing. Pursuant to an agreement with the subscribers, the $501,590 will become
part of the August 2010 PPM. In  addition,  $162,500 was being held by an escrow
agent to be released to 30DC,  Inc. upon both  completion of the share  exchange
with Infinity and the issuance of the June 30, 2009 and 2008 audits of Immediate
Edge and 30 Day Challenge with unqualified opinions.


                                      -12-

<PAGE>


























                       IMMEDIATE EDGE FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2009 AND 2008

<PAGE>
                                      INDEX


PAGE 1       Report of Independent Registered Public Accounting Firm

PAGE 2       Statements of Net Assets To Be Sold

PAGE 3       Statements of Revenue and Expenses

PAGE 4       Statements of Changes in Net Assets

PAGE 5       Statements of Cash Flows

PAGE 6       Notes to the Financial Statements
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Owner
of Immediate Edge


We  have  audited  the  accompanying  statements  of net  assets  to be  sold of
Immediate  Edge (the  "Company")  as of June 30, 2009 and 2008,  and the related
statements of revenue and expenses, changes in net assets 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 audit 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 financial position of Immediate Edge, as of June 30,
2009 and 2008,  and the  results  of its  operations  and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.



/s/ MARCUM, LLP
New York, NY
September 21, 2010









                                      -1-
<PAGE>

                                 IMMEDIATE EDGE
                       STATEMENTS OF NET ASSETS TO BE SOLD

<TABLE>
<CAPTION>
                                                            June                June
                                                          30, 2009            30, 2008
                                                       ---------------     ---------------
<S>                                                    <C>                 <C>


Assets

Current Assets

         Cash and cash equivalents                     $        2,511      $        7,161
                                                       ---------------     ---------------

                Total  current assets                           2,511               7,161
                                                       ---------------     ---------------

                Total assets                           $        2,511      $        7,161
                                                       ===============     ===============


Liabilities and Net Assets to Be Sold

Current Liabilities

         Deferred Revenue                              $       22,725      $       10,402
                                                       ---------------     ---------------

                Total current liabilities                      22,725              10,402
                                                       ---------------     ---------------

                Total liabilities                              22,725              10,402
                                                       ---------------     ---------------

Net Assets to Be Sold                                         (20,214)             (3,241)
                                                       ---------------     ---------------

Total Liabilities And Net Assets to Be Sold             $       2,511      $        7,161
                                                       ===============     ===============

</TABLE>
















     The accompanying notes are an integral part of the financial statements

                                      -2-
<PAGE>
                                 IMMEDIATE EDGE
                       STATEMENTS OF REVENUE AND EXPENSES


                                                      Year Ended
                                                       June 30,
                                                 2009             2008
                                             -------------    -------------

Revenue

        Subscription Revenue                 $    641,002     $    504,009
        Commissions                                20,946                -
                                             -------------    -------------

                  Total Revenue                   661,948          504,009

Operating Expenses                                253,519          251,873
                                             -------------    -------------

Revenue in Excess of Expenses                $    408,429     $    252,136
                                             =============    =============

























     The accompanying notes are an integral part of the financial statements
                                      -3-
<PAGE>
                                 IMMEDIATE EDGE
                       STATEMENTS OF CHANGES IN NET ASSETS


                                                     Year Ended
                                                      June 30,
                                               2009              2008
                                           -------------     -------------

Balance at beginning of year               $     (3,241)     $    (10,311)

Revenue in excess of expenses                   408,429           252,136

Owners distributions                           (425,402)         (245,066)
                                           -------------     -------------

Balance at end of year                     $    (20,214)     $     (3,241)
                                           =============     =============






















     The accompanying notes are an integral part of the financial statements
                                      -4-
<PAGE>

                                 IMMEDIATE EDGE
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                Year Ended
                                                                       June 30,            June 30,
                                                                         2009                2008
                                                                     --------------     ---------------
<S>                                                                  <C>                <C>


Cash Flows from Operating Activities:
     Revenues in excess of expenses                                  $     408,429      $      252,136

     Changes in operating liabilities
        Deferred Revenue                                                    12,323              (3,466)
                                                                     --------------     ---------------

                   Net cash provided by operating activities               420,752             248,670
                                                                     --------------     ---------------

Cash Flows from Financing Activities
        Distributions to Owner                                            (425,402)           (245,066)
                                                                     --------------     ---------------

                   Net cash used for financing activities                 (425,402)           (245,066)
                                                                     --------------     ---------------

Increase (Decrease) in Cash                                                 (4,650)              3,604
Cash - Beginning of Year                                                     7,161               3,557
                                                                     --------------     ---------------

Cash - End of Year                                                   $       2,511      $        7,161
                                                                     ==============     ===============
</TABLE>




















     The accompanying notes are an integral part of the financial statements
                                      -5-
<PAGE>


                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


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

On July 15, 2009, Dan Raine, Cheshire, United Kingdom,(the "Seller"),  completed
the sale of the  Immediate  Edge Business and Assets (the  "Business")  to 30DC,
Inc. (the "Purchaser"),  a non-operating  holding company,  in consideration for
the issuance of 600,000 Shares of Common Stock of the Purchaser. Pursuant to the
business and acquisitions agreement, the Business was sold free and clear of all
Encumberances.  In  conjunction  with  the  Business  sale  was the  Purchaser's
acquisition  of the  Business  and  Assets  of 30  Day  Challenge,  sold  by the
Marillion Partnership in Victoria,  Australia. The acquisitions were pursuant to
an agreement dated November 14, 2008.

Since  January,  2007 the Seller  has  operated  the  Business  which  primarily
consists  of online  education  and  training  in  Internet  marketing  business
techniques for which  entrepreneurs  and  businesses pay a monthly  subscription
fee.  Subscribers  are from all over the  world and each  individual  subscriber
represents less than one-tenth of one percent of revenue.  The Business'  assets
consist  primarily of  internally-developed  intangible  property such as domain
names,  websites,  customer  lists,  trademarks,  copyrights  and goodwill.  The
Business has no fixed assets, inventory or other tangible assets.

The Seller  maintains  other business  operations,  these  financial  statements
present only the assets and operations of the Business sold to the Purchaser.

The Purchaser  entered into a three-year  Consultancy  Agreement with the Seller
for  consulting  services  providing  for among  other  things,  the  payment of
$250,000 in cash remuneration per year.

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

REVENUE RECOGNITION

The Business generally applies revenue recognition principles in accordance with
The Accounting Standards  Codification  ("ASC") Topic 605 "Revenue  Recognition"
("ASC  605").  Accordingly  revenue  is  generally  recognized  when  persuasive
evidence of an agreement exists, services have been rendered or product delivery
has  occurred,  the selling price to the customer is fixed or  determinable  and
collectability is reasonable assured.

A customer  enrolling  for a  subscription  provides  evidence that an agreement
exists  and the  price is  fixed at that  time.  All  subscriptions  are paid in
advance and  subscription  revenue is  recognized  ratably  over the term of the
subscription  as the  service is  provided.  Deferred  revenue  consists  of the
unearned  portion of subscription  payments as of the financial  statement date.
Deferred revenue was $22,725 and $10,402 at June 30, 2009 and 2008 respectively.


                                      -6-
<PAGE>
                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and use assumptions that affect certain reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of income and expenses
during the reported  period.  The Company  evaluates  all of its estimates on an
on-going basis.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, the FASB issued ASU 2010-09,  "Subsequent Events (Topic 855) -
Amendments to Certain  Recognition  and  Disclosure  Requirements."  ASU 2010-09
requires an entity that is an SEC filer to evaluate  subsequent  events  through
the date that the financial  statements  are issued and removes the  requirement
that an SEC filer  disclose the date through which  subsequent  events have been
evaluated. ASC 2010-09 was effective upon issuance.

In June 2009 the FASB issued ASC 810,  formerly  SFAS 167,  "Amendments  to FASB
Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates  Interpretation  46(R)'s
exceptions to consolidating qualifying  special-purpose  entities,  contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity.  ASC 810 also contains a new requirement that any
term, transaction,  or arrangement that does not have a substantive effect on an
entity's status as a variable interest entity, a company's power over a variable
interest  entity,  or a company's  obligation  to absorb  losses or its right to
receive  benefits of an entity must be  disregarded  in applying  Interpretation
46(R)'s  provisions.  The elimination of the qualifying  special-purpose  entity
concept and its consolidation  exceptions means more entities will be subject to
consolidation assessments and reassessments.  ASC 810 will be effective April 1,
2010.  The  adoption of this  pronouncement  is not  expected to have a material
impact on the Company's financial position and results of operations.

In August 2009, FASB issued  Accounting  Standards Update 2009-05 which includes
amendments  to  Subtopic  820-10,   Fair  Value  Measurements  and  Disclosures,
Measuring  Liabilities  at Fair Value which applies to  liabilities  measured at
fair value. The update provides clarification that in circumstances,  in which a
quoted price in an active market for the identical liability is not available, a
reporting  entity is  required  to measure  fair value  using one or more of the
techniques  provided for in this update.  The  amendments in this Update clarify
that a  reporting  entity  is not  required  to  include  a  separate  input  or
adjustment  to other  inputs  relating to the  existence of a  restriction  that
prevents the transfer of the  liability  and also  clarifies  that both a quoted
price in an active market for the identical  liability at the  measurement  date
and the quoted price for the identical  liability  when traded as an asset in an
active market when no  adjustments to the quoted price of the asset are required
are Level 1 fair  value  measurements.  The  adoption  of this  standard  is not
expected  to have a material  impact on the  Company's  financial  position  and
results of operations.

                                      -7-
<PAGE>
                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

The FASB  has  published  FASB  Accounting  Standards  Update  2009-13,  Revenue
Recognition  (Topic   605)-Multiple   Deliverable  Revenue   Arrangements  which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services  (deliverables)  separately rather than as a
combined  unit.  Specifically,  this  guidance  amends the  criteria in Subtopic
605-25,  Revenue   Recognition-Multiple-Element   Arrangements,  for  separating
consideration in multiple-deliverable  arrangements. This guidance establishes a
selling price  hierarchy  for  determining  the selling price of a  deliverable,
which is based on:  (a)  vendor-specific  objective  evidence;  (b)  third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation  and  requires  that  arrangement  consideration  be allocated at the
inception of the  arrangement  to all  deliverables  using the relative  selling
price method and also requires expanded  disclosures.  FASB Accounting Standards
Update 2009-13 is effective  prospectively for revenue arrangements entered into
or  materially  modified in fiscal  years  beginning  on or after June 15, 2010.
Early  adoption is  permitted.  The adoption of this standard is not expected to
have a  material  impact on the  Company's  financial  position  and  results of
operations.

The FASB has issued  Accounting  Standards Update (ASU) No. 2010-06,  Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This ASU requires some new disclosures and clarifies some existing
disclosure   requirements   about  fair  value   measurement  as  set  forth  in
Codification  Subtopic 820-10. ASU 2010-06 amends  Codification  Subtopic 820-10
and  now  requires  a  reporting  entity  to use  judgment  in  determining  the
appropriate  classes of assets and liabilities and to provide  disclosures about
the  valuation  techniques  and  inputs  used to  measure  fair  value  for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting  periods beginning after December 15, 2009, as this
standard  relates  specifically  to  disclosures,  the adoption will not have an
impact on the Company's financial position and results of operations.

In March 2010, the FASB issued ASU No. 2010-17,  Revenue Recognition-- Milestone
Method  (Topic 605):  Milestone  Method of Revenue  Recognition.  This  standard
provides that the milestone  method is a valid  application of the  proportional
performance model for revenue  recognition if the milestones are substantive and
there is substantive  uncertainty about whether the milestones will be achieved.
Determining whether a milestone is substantive  requires judgment that should be
made  at  the  inception  of  the  arrangement.  To  meet  the  definition  of a
substantive  milestone,  the consideration earned by achieving the milestone (1)
would  have to be  commensurate  with  either  the level of effort  required  to
achieve the milestone or the enhancement in the value of the item delivered, (2)
would have to relate  solely to past  performance,  and (3) should be reasonable
relative  to  all  deliverables  and  payment  terms  in  the  arrangement.   No
bifurcation of an individual milestone is allowed and there can be more than one
milestone  in an  arrangement.  The new  standard is  effective  for interim and
annual  periods  beginning  on or after  June 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.

                                      -8-
<PAGE>
                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009

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  consolidated  financial
statements upon adoption.

NOTE 3.  RELATED PARTY TRANSACTIONS
-----------------------------------

The Business paid  commissions of $21,000 and $138,262 to Marillion  Partnership
during the years ended June 30, 2009 and 2008 respectively. During the financial
statement period, Marillion Partnership was the owner of 30 Day Challenge.

Subsequent to the financial  statement  period 30 Day Challenge and the Business
were both acquired by 30DC, Inc. The acquisitions  were pursuant to an agreement
dated November 14, 2008.

Dan  Raine,  the sole owner  during the  financial  statement  period,  received
owner's  distributions  of $425,402 and $245,066 during the years ended June 30,
2009 and 2008 respectively.

NOTE 4.  INCOME TAXES
---------------------

The  Business  was  owned  and  operated  by a sole  proprietor.  The  owner  is
responsible for the tax liability,  if any.  Accordingly no provision for income
taxes is reflected in the accompanying financial statements.

NOTE 5.  COMMITMENTS
--------------------

In June 2009,  30DC, Inc., which purchased the assets of the Business and 30 Day
Challenge on July 15, 2009, entered into a three year consultancy agreement with
Dan Raine and three year executive services  agreements with Ed Dale and Clinton
Carey.  The contracts are  noncancelable by either party for the first two years
and with six months notice by either party after that.

Cash remuneration  under Mr, Raine and Mr, Dale's contracts is $250,000 per year
and Mr. Carey's $200,000 per year. If in any year starting from the commencement
date,  revenues  of  30DC,  Inc.  doubles  then a  bonus  equal  to 50% of  cash
remuneration will be due in shares of 30DC, Inc. as additional compensation.

In the event of a change in control of 30DC, Inc. the cash  remuneration for the
remainder of the contract term will come due and an additional 50% bonus will be
due in shares of 30DC, Inc.

During the term of the  agreement,  Dan  Raine,  Ed Dale and  Clinton  Carey are
prohibited from engaging in any other business activity that competes with 30DC,
Inc.  without  written  consent  of the 30DC,  Inc.  board of  directors  and is
required to spend all his normal working time on the business of 30DC, Inc.


                                      -9-
<PAGE>

                                 IMMEDIATE EDGE
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2009


NOTE 6.  SUBSEQUENT EVENTS
--------------------------

The Company evaluates events that have occurred after the balance sheet date but
before the financial  statements are issued.  Based upon the review,  other than
the items  outlined  below,  the  Company did not  identify  any  recognized  or
non-recognized   subsequent  events  that  would  have  required  adjustment  or
disclosure in the financial statements.

On July 15, 2009, Dan Raine, Cheshire, United Kingdom,(the "Seller"),  completed
the sale of the Immediate  Edge Business and Assets (the  "Business")  to 30 DC,
Inc. (the "Purchaser"),  a non-operating  holding company,  in consideration for
the issuance of 600,000 Shares of Common Stock of the Purchaser. Pursuant to the
business and acquisitions agreement, the Business was sold free and clear of all
Encumberances.  In  conjunction  with  the  Business  sale  was the  Purchaser's
acquisition  of the  Business  and  Assets  of 30  Day  Challenge,  sold  by the
Marillion Partnership in Victoria,  Australia. The acquisitions were pursuant to
an agreement dated November 14, 2008.

On September 10, 2010, shareholders of 30DC, Inc. exchanged 100% of their shares
in  30DC,  Inc.  for  60,984,000   shares  of  Infinity   Capital  Group,   Inc.
("Infinity"),  a publicly traded over the counter  company.  30DC, Inc. became a
wholly owned subsidiary of Infinity Capital Group,  Inc. which intends to change
its  name  to  30DC,  Inc.  Holdings.  After  the  share  exchange,  the  former
shareholders in 30DC, Inc. held slightly more than 90% of the outstanding shares
in Infinity  and the  officers of 30DC,  Inc.  became the  officers of Infinity.
30DC,  Inc. had contracted  with two  consultants to advise on the process which
resulted in completion of the share  exchange.  Compensation  to the consultants
was  contingent on completion  of the share  exchange or a similar  transaction.
With  completion of the share  exchange,  $250,000 is owed to  Jesselton,  Ltd a
consulting firm which Mr. Clinton Carey,  Chief Operating  Officer of 30DC, Inc.
is  associated  with  and  $250,000  Australian  Dollars  is owed  to the  other
consultant.  The Company expects to pay these amounts partially in shares of the
Company and partially in cash funds over a period of time.

In August 2010, 30DC, Inc. 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 common
share of stock of Infinity,  a warrant  exercisable for 90 days from the date of
issuance,  to purchase one common share of Infinity with an exercise price of 37
cents and a warrant,  exercisable  for five years from the date of issuance,  to
purchase one common share of Infinity for 50 cents. During the fiscal year ended
June 30,  2010,  30DC,  Inc.  received  $501,590  under a prior PPM that had not
closed;  those funds were considered to be interest free loans pending  closing.
Pursuant to an agreement with the subscribers,  the $501,590 will become part of
the August 2010 PPM. In addition,  $162,500 was being held by an escrow agent to
be  released to 30DC,  Inc.  upon both  completion  of the share  exchange  with
Infinity and the issuance of the June 30, 2009 and 2008 audits of Immediate Edge
and 30 Day Challenge with unqualified opinions.

                                      -10-
<PAGE>


         (D) EXHIBITS.  The  following is a complete  list of exhibits  filed as
part of this Report.  Exhibit  numbers  correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.

 EXHIBIT NO.                          DESCRIPTION
------------      --------------------------------------------------------------
         2.1      Plan and  Agreement of  Reorganization  by and among  Infinity
                  Capital Group, Inc. and 30DC, Inc.**

         2.2      Immediate Edge Business and Assets Acquisition Agreement *

         2.3      30 Day Challenge Business and Assets Acquisition Agreement *

         3.1      Articles of Incorporation of 30DC, Inc.**

         3.2      Bylaws of 30DC, Inc.**

         10.1     Employment Agreement - Edward Dale, dated July 15, 2009*

         10.2     Employment Agreement - Clinton Carey, dated June 19, 2009*

         10.3     Consultancy Agreement - Dan Raine, dated July 15, 2009*

         16.1     Letter of Change in Certifying Accountant, dated September 21,
                  2010*

         23.1     Resignation of Larry  O'Donnell,  CPA, PC dated  September 21,
                  2010*


--------------------
* Filed Herewith.
** Filed as  Exhibits  to the  Current  Report on Form 8K filed  with the SEC on
September 10, 2010.































                                      -17-

<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                                  INFINITY CAPITAL GROUP, INC.


                                  By: /s/ Theodore A. Greenberg
                                     -------------------------------------------
                                  Theodore A. Greenberg, Chief Financial Officer
                                  Date: September 21, 2010































                                      -18-
