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

                                 FORM 8-K12g3/A

                                 Amendment No. 1

                                 CURRENT REPORT

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


                       Date of Report: September 21, 2010

                      Date of Amendment: February 25, 2011


                                   30DC, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                          INFINITY CAPITAL GROUP, INC.
                    ----------------------------------------
                                  (Former name)


          MARYLAND                        000-30999               16-1675285
-------------------------------     ----------------------   -------------------
(State or other jurisdiction of    (Commission File Number)    (IRS Employer
          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>

                                EXPLANATORY NOTE

30DC,  Inc.,  (the "Company") fka Infinity  Capital Group,  Inc., is filing this
Amendment  to its  Current  Report on Form 8-K  filed  with the  Securities  and
Exchange  Commission on September 21, 2010, for the sole purpose of amending the
disclosures in Item 2.01, Item 4.02, Item 5.02, Item 5.03 and Item 9.01.

This  Amendment  does not reflect  events  occurring  after the Original  Filing
except as noted above. Except for the foregoing amended  information,  this Form
8-K/A  continues to speak as of the date of the Original  Filing and the Company
has not otherwise  updated  disclosures  contained  therein or herein to reflect
events that occurred at a later date.

                        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. As
of the date of the transaction,  Infinity discontinued its historical operations
and the business of 30DC is now the business of Infinity.

30DC, INC. BUSINESS SUMMARY

30DC was  incorporated on October 17, 2008 in the state of Delaware and 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.  30 Day Challenge offers a free online  ecommerce  training
program and an online  education  subscription  service.  In addition,  periodic
premium  live  seminars are  produced  which are intended to target  experienced
Internet  business  operators.  Immediate  Edge is an online  education  program
subscription  service  offering  high-end  internet  marketing  instruction  and
strategies for experienced online commerce practitioners.

BUSINESS MODEL

30DC's business is driven by expanding its community of members,  who have grown
from 1,000 members in 2005 to 92,000 members in 2010.

                                      -2-
<PAGE>

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 2010,  the  program
attracted 92,000  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  covering a range of subjects  such as valuing  web sites;  o one to one
mentoring and private business consulting programs;  and 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.

                                      -3-
<PAGE>

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.

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
         2010: ~92,000 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

                                      -4-
<PAGE>

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 Edge 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 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 participants in
the free  online  course  with  the more  sophisticated  and  successful  online
businesses  being  potential  customers  for the  paid  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  marketing
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.

PLAN OF OPERATIONS

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

                                      -5-
<PAGE>

instructional  courses and software tools related to Internet marketing and from
commissions on third party products sold via  introduction  to the 30DC customer
base of active  online  participants  and  subscribers  which are referred to as
affiliate  marketing  commissions.  The Company's  assets  consist  primarily of
property and  equipment and  internally  developed  intangible  property such as
domain names, websites, customer lists, trademarks, copyrights and goodwill.

For the nine month  period  ended March 31,  2010 the  Company  had  revenues of
$1,446,306 consisting of $609,403 in subscription revenue, $554,884 in affiliate
commissions,  $221,792 from  seminars and coaching and $60,227 in  informational
products  sales.  For the year ended June 30, 2009,  the Company had revenues of
$1,660,034 consisting of $774,081 in subscription revenue, $692,601 in affiliate
commissions and $193,352 from seminars and coaching. The Company intends to grow
by  increasing  its  base  of  active  online  participants,   through  offering
additional  products and services to its active online  participants  and in the
future, through acquisition of other online marketing businesses.

Our Budget for operations in the next twelve months is as follows:


Legal Fees                                                            $100,000
Blue Sky Fees                                                          $10,000
Accounting                                                            $200,000
Transfer Agent Fees                                                     $5,000
Travel                                                                $200,000
Related Party Contractor Fees (1)                                     $700,000
Officers Compensation                                                 $200,000
Independent Contractor Fees                                           $600,000
Other Operating Expenses                                              $400,000
                                                   ----------------------------
                                                                    $2,415,000
--------------------------------
(1)      Related  party   contractor  fees  consist  of  payments  to  Marillion
         Partnership,  Raine Ventures,  LLC and Jesselton,  Ltd. under contracts
         for services  which  include Ed Dale acting as 30DC's  Chief  Executive
         Officer,  Dan  Raine  acting  as  30DC's  Vice  President  of  Business
         Development and Clinton Carey acting as 30DC's Chief Operating  Officer
         respectively.

Based on the  annualization of revenue for the nine months ended March 31, 2010,
we would have a shortfall of approximately $500,000 over the next twelve months.
We expect  sales to  increase in the current  year and also  anticipate  raising
additional  capital  to  bridge  the gap and also to fund the  Company's  growth
including  acquisitions.  The Company has raised more than $800,000 in a Private
Placement  which  was  launched  August  5,  2010  and the  Company  is  raising
additional  funds.  Currently,  we have NO committed source for any funds in the
future.  No representation is made that any funds will be available when needed.
In the event funds  cannot be raised if and when  needed,  we may not be able to
carry out our  business  plan and could  fail in  business  as a result of these
uncertainties.






                                      -6-


<PAGE>

RISK FACTORS

WE HAVE MINIMAL  OPERATING  HISTORY,  SO INVESTORS HAVE NO WAY TO GAUGE OUR LONG
TERM PERFORMANCE.

30DC,  Inc.'s current  operations  began in July 2009 and during the nine months
ended March 31, 2010, 30DC, Inc.  recognized a net loss of ($811,606).  While we
recorded  $1,446,306 in revenue during the nine months ended March 31, 2010, the
Company  has  limited  operating  history and may  encounter  unforeseen  costs,
expenses,  problems,  and difficulties that many young companies encounter.  Our
Company must be considered highly speculative.

WE WILL NEED TO OBTAIN ADDITIONAL FINANCING.

We will be required to obtain  additional  financing  to continue to operate our
business.  There can be no assurance that any additional financing, if required,
will be available to us on acceptable  terms,  if at all. Any inability of us to
obtain additional financing,  if required,  could have a material adverse effect
on our financial condition and results of operations.

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

We expect to incur operational expenses as a result of becoming a public company
in order to meet the filing  requirements  of the SEC. We may see an increase in
our legal and accounting expenses as a result of such requirements.  We estimate
such costs on an annualized basis to be approximately  $250,000,  which includes
both the annual audit and the review of the  quarterly  reports by our auditors.
These costs can increase significantly if the Company is subject to comment from
the SEC on its filings and/or we are required to file  supplemental  filings for
transactions  and  activities.  If we are not  compliant  in meeting  the filing
requirements  of the SEC, we could lose our status as a 1934 Act Company,  which
could compromise our ability to raise funds.

OUR SUCCESS  DEPENDS  SUBSTANTIALLY  ON THE  CONTINUED  RETENTION OF CERTAIN KEY
PERSONNEL AND OUR ABILITY TO HIRE AND RETAIN  QUALIFIED  PERSONNEL IN THE FUTURE
TO SUPPORT OUR GROWTH.

If one or more of our senior  executives  or other key  personnel  are unable or
unwilling to continue in their present positions,  we may not be able to replace
them  easily or at all.  As a result,  our  business  may be  disrupted  and our
financial  condition and results of operations  may be materially  and adversely
affected.  While we depend on the  abilities  and  participation  of our current
management team generally,  we have a particular  reliance upon Mr. Edward Dale,
Chief Executive Officer, Theodore Greenberg, Chief Financial Officer and Clinton
Carey,  Chief Operating  Officer.  The loss of the services of these individuals
for  any  reason  could  significantly   impact  our  business  and  results  of
operations.

OUR  OFFICERS AND  DIRECTORS  MAY HAVE  CONFLICTS  OF INTEREST  WHICH MAY NOT BE
RESOLVED FAVORABLY TO US.

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

                                      -7-
<PAGE>

OUR OFFICERS AND  DIRECTORS  ARE THE MAJORITY  SHAREHOLDERS  OF THE COMPANY.  AS
SUCH, THERE IS A POSSIBILITY OF THEM CONTROLLING THE COMPANY TO THE DETRIMENT OF
OUTSIDERS.

Mr. Dale,  an officer and  director of the Company,  is the manager of Marillion
Partnership which is the majority  shareholder of the Company. As such they will
be able to control the  operations  and the  direction  of the Company with very
little outside influence.

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

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

WE ARE NOT DIVERSIFIED AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS.

Because of the limited financial  resources that we have, it is unlikely that we
will be able to diversify our  operations.  Our probable  inability to diversify
our activities into more than one area will subject us to economic  fluctuations
within  the  internet  marketing  industry  and  therefore  increase  the  risks
associated with our operations due to lack of diversification.

WE HAVE AGREED TO  INDEMNIFICATION  OF OFFICERS AND  DIRECTORS AS IS PROVIDED BY
MARYLAND STATUTE.

Maryland Statutes provide for the  indemnification  of our directors,  officers,
employees, and agents, under certain circumstances,  against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their  association  with or activities on our behalf.  We will also
bear  the  expenses  of  such  litigation  for any of our  directors,  officers,
employees,  or agents, upon such person's promise to repay us therefore if it is
ultimately  determined  that any such  person  shall not have been  entitled  to
indemnification.   This  indemnification  policy  could  result  in  substantial
expenditures by us that we will be unable to recoup.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.

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

                                      -8-

<PAGE>

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

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

WE RELY ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

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

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

SYSTEMS FAILURES COULD HARM OUR BUSINESS.

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

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

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

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

                                      -9-
<PAGE>
RAPID TECHNOLOGICAL ADVANCES COULD RENDER OUR EXISTING PROPRIETARY  TECHNOLOGIES
OBSOLETE.

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

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

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

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

A key  element of our  strategy  is to generate a high volume of traffic on, and
use of, our services  across our network  infrastructure  and systems  including
those  outsourced  with  third  party  vendors.  Accordingly,  the  satisfactory
performance,   reliability   and   availability   of   our   software   systems,
transaction-processing  systems and network  infrastructure  are critical to our
reputation and our ability to attract and retain customers,  as well as maintain
adequate customer service levels.  Our revenues depend on the number of visitors
who sign up for our  services.  Any  systems  interruptions  that  result in the
unavailability  of our software systems or network  infrastructure  would reduce
the volume of sign ups and the attractiveness of our service  offerings.  We may
experience  periodic  systems  interruptions  from time to time. Any substantial
increase  in  the  volume  of  traffic  on  our  software   systems  or  network
infrastructure  will  require us to expand and upgrade  further our  technology,
transaction-processing  systems  and  network  infrastructure.  There  can be no
assurance  that we will be able to  accurately  project  the rate or  timing  of
increases,  if any, in the use of our Web site or timely  expand and upgrade our
systems  and  infrastructure  to  accommodate  such  increases.  We  will  use a

                                      -10-
<PAGE>

combination of industry supplied software and internally  developed software and
systems for our search  engine,  distribution  network,  and  substantially  all
aspects of transaction processing,  including order management,  cash and credit
card  processing,   and  accounting  and  financial  systems.   Any  substantial
disruptions  or delays in any of our  systems  would have a  materially  adverse
effect  on  our  business,   prospects,   financial  condition  and  results  of
operations.

THERE ARE RISKS ASSOCIATED WITH OUR DOMAIN NAMES.

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

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

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

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

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

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

We are a "penny stock"  company.  None of our securities  currently trade in any
market and, if ever  available for trading,  will be subject to a Securities and
Exchange  Commission rule that imposes special sales practice  requirements upon
broker-dealers  who sell such  securities  to  persons  other  than  established

                                      -11-
<PAGE>

customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.

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

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

WE WILL PAY NO FORESEEABLE DIVIDENDS IN THE FUTURE.

We have not paid dividends on our common stock and do not anticipate paying such
dividends in the foreseeable future.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted securities for six months, under certain conditions, sell every three
months, in brokerage  transactions,  a number of shares that does not exceed the
greater of 1.0% of a company's  outstanding  common stock or the average  weekly
trading  volume  during the four calendar  weeks prior to the sale.  There is no
limit on the amount of restricted securities that may be sold by a non-affiliate
after the owner has held the  restricted  securities for a period of one year. A
sale under Rule 144 or under any other exemption from the Act, if available,  or
pursuant  to  subsequent  registration  of  shares of  common  stock of  present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.

                                      -12-
<PAGE>

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

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

MANAGEMENTS' DISCUSSION AND ANALYSIS

THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH OUR  UNAUDITED
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN AND THE AUDITED FINANCIAL
STATEMENTS  AND NOTES THERETO OF 30 DAY  CHALLENGE AND IMMEDIATE  EDGE WHICH ARE
INCORPORATED BY REFERENCE FROM THE FINANCIAL STATEMENTS INCLUDED WITH OUR REPORT
ON FORM 8-K12G3 FILED WITH THE SEC ON SEPTEMBER 21, 2010.

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

RESULTS OF  OPERATIONS  OF 30DC,  INC.  FOR THE NINE MONTHS ENDED MARCH 31, 2010
COMPARED TO THE NINE MONTHS  ENDED MARCH 31,  2009.  THE NINE MONTHS ENDED MARCH
31, 2009 ARE THE COMBINED  RESULTS OF THE 30 DAY CHALLENGE  AND  IMMEDIATE  EDGE
PRIOR TO THEIR ACQUISITION BY 30DC, INC.

During the nine months ended March 31, 2010, 30DC, Inc.  recognized  revenues of
$1,446,306  from its  operations  compared to $1,254,624  during the nine months
ended March 31, 2009.  Revenues of the Company were from the  following  sources
during the nine months ended March 31, 2010 compared to March 31, 2009.

                         Nine Months Ended  Nine Months Ended    Increase or
                          March 31, 2010      March 31, 2009      (Decrease)
Revenue
                         ----------------- ------------------- ----------------
  Commissions                   $ 554,884            $538,052         $ 16,832
  Subscription Revenue          $ 609,403            $591,813         $ 17,590
  Products and Services          $ 60,227              $    -         $ 60,227
  Seminars & Mentoring          $ 221,792           $ 124,759         $ 97,033
                         ----------------- ------------------- ----------------
   Total Revenues              $1,446,306          $1,254,624        $ 191,682
                         ================= =================== ================

The increase of $60,227 in products and services  revenue  represents a new line
of business for the Company in selling information  products and software tools;
all of which are self-developed.  The information  products consist of packaging
content from some of the  Companies  live  seminars with some new content into a
downloadable  instructional and information video course. The software tools are
plug-ins that work with third party publicly available software.

                                      -13-
<PAGE>

The  $97,033  increase  in  seminars &  mentoring  income is  primarily  from an
increase in the number of customers participating in the mentoring program which
is  priced  from  $5,000  to  $10,000  per year and the  revenue  from  which is
recognized ratably over the one year term.

During the nine months ended March 31, 2010, 30DC, Inc.  incurred  $2,267,496 in
operational expenses compared to $941,345 during the nine months ended March 31,
2009. Operational expenses during the nine months ended March 31, 2010 and 2009,
include the following categories:

                                                Nine Months Ended
                                       ---------------------------------------
                                         March 31,    March 31,   Increase or
                                            2010        2009      (Decrease)
                                       ------------- ----------- -------------
Accounting fees                        $    272,109  $   45,737  $    226,372
Paypal fees                                  41,651      30,391        11,260
Commission                                   26,874      14,086        12,788
Independent Contractors & Consultants       415,158     267,891       147,267
Depreciation                                 45,569      30,553        15,016
Internet expenses                            45,681      39,493         6,188
Legal fees                                   52,874     182,209      (129,335)
Seminar and conference                       16,248       5,877        10,371
Telephone                                    30,080      16,473        13,607
Travel and entertainment                    162,479     230,247       (67,768)
Marketing and advertising                    18,573      18,785          (212)
Other operating expense                      36,339      59,603       (23,264)
Payroll taxes                                26,939           -         26,939
Related party contractors                 1,076,922           -      1,076,922
                                       ------------- ----------- -------------

Total operating expenses               $  2,267,496  $  941,345  $   1,326,151
                                       ============= =========== =============


The  increase of $226,372 in  accounting  fees was related to audited  financial
statements for June 30, 2008 and June 30, 2009 and for an accounting  consultant
who assisted the company in compiling the necessary  documentation  required for
the audits.

The increase of $147,267 in  independent  contractors  includes  $43,004 paid to
consultants who helped the Company with capital raising and $67,750 for investor
relations consultants of which $52,750 was equity based compensation.

The decrease of $129,335 in legal fees was due to  significant  expenditures  in
the prior period related to the July 15, 2009  acquisitions  of 30 Day Challenge
and Immediate Edge.

The  decrease  of  $67,768  in  travel  and  entertainment  relates  mostly to a
reduction in overseas travel when the principals were making multiple trips from
Australia to the United States for meetings  related to organizing the July 2009
acquisitions and meeting with Company advisors.

Related Party Contractor Fees consist of payments to Marillion Partnership,  23V
Industries,  Ltd. and Jesselton, Ltd. under contracts for services which include
Ed Dale acting as 30DC's  Chief  Executive  Officer,  Dan Raine acting as 30DC's
Vice President of Business  Development and Clinton Carey acting as 30DC's Chief
Operating Officer respectively.  These contracts were effective July 2009, prior

                                      -14-
<PAGE>

to  which  time  the  businesses  which  now  make  up  30DC  were  operated  as
unincorporated  entities and Messrs. Dale and Raine received owner distributions
during  that time  period,  which were not  expensed.  The  $1,076,922  increase
includes  amounts due under the  contracts  for  services  along with bonuses to
Marillion and 23V Industries,  Ltd. based on the respective net cash flow of the
30 Day Challenge and Immediate  Edge divisions  respectively  as approved by the
Company's board of directors.

During the nine months ended March 31, 2010,  the Company  recognized a net loss
of  ($811,605)  compared to net income of $303,923  during the nine months ended
March 31,  2009.  The decrease of net income of  $1,115,528  was a result of the
$1,326,151  increase in  operational  expense shown above offset by the $191,682
increase in revenues during the period and deferred tax benefit of $41,000.

LIQUIDITY

At March 31, 2010, 30DC, Inc. had total current assets of $134,985 consisting of
$41,646  in cash  and  cash  equivalents  and  $93,339  in  accrued  commissions
receivable.  At March 31, 2010, 30DC, Inc. had total  liabilities of $1,388,377,
all current,  consisting  of $294,100 in accounts  payable,  $153,990 in accrued
expenses  and  refunds,  $337,817  in  deferred  revenue,  $450,090  in  private
placement  subscriptions  received and $152,380 due to related parties. At March
31, 2010,  there is a working  capital  deficit of $1,253,392 and an accumulated
deficiency of $1,015,611.

During the nine  months  ended  March 31,  2010,  30DC,  Inc.  used  $365,993 in
operational activities.  During the nine months ended March 31, 2010, net losses
of $811,606  were  reconciled  for  non-cash  items of $45,568 in  depreciation,
$52,750  in equity  payments  to non  employees  and a deferred  tax  benefit of
$41,000.

During the nine months ended March 31, 2009, 30DC, Inc.  received  $640,277 from
its  operational  activities.  During the nine months ended March 31, 2009,  net
income  of  $303,923  was  reconciled  for  the  non-cash  item  of  $30,554  in
depreciation expense.

During  the nine  months  ended  March 31,  2010,  30DC,  Inc.  used  $66,201 in
investment activities compared to $59,888 during the nine months ended March 31,
2009.  During the nine months ended March 31, 2010, the used $85,972 to purchase
property  equipment  compared to $59,888  during the nine months ended March 31,
2009.  During the nine months ended March 31, 2010, the Company received $23,771
from the sale of property and equipment.

During the nine months ended March 31, 2010, 30DC, Inc.  received  $450,210 from
its  financing   activities  which  primarily   consists  of  private  placement
subscriptions received. During the nine months ended March 31, 2009, the Company
used $575,296 in its financing  activities  which  represents  distributions  to
owners prior to 30DC operating in a corporate structure.

Starting  in  July  2009,  30DC  received  $501,590  under a  Private  Placement
Memorandum  ("PPM")  for  which a  closing  did not  occur  and the  funds  were
considered to be interest free loans pending closing. At March 31, 2010 $450,090
had been received and is included as private placement subscriptions received in
the liability  section of the Balance  Sheet.  Pursuant to an agreement with the
subscribers,  the  $501,590  became  part  of  30DC's  August  2010  PPM and was
including in the first closing on September 22, 2010.

30DC's Board of Directors  approved a bonus to Marillion based upon the net cash
flow of the Company's 30 Day Challenge  division and a bonus to 23V  Industries,
Ltd. based upon the net cash flow of the Company's Immediate Edge division until
such time as 30DC had completed a merger or public stock listing, which occurred
on September 10, 2010. For the nine month period ended March 31, 2010, the bonus
for Marillion was $397,908 and total Marillion compensation was $585,408 and the
bonus for 23V Industries was $154,014 and total 23V Industries' compensation was

                                      -15-
<PAGE>

$341,514,  all of which is included in  Operating  Expenses in the  Statement of
Operations.  Subsequent to the  September  10, 2010 merger,  Marillion and Raine
Ventures,  LLC  (successor to 23V  Industries)  will be paid in accordance  with
their contracted amounts.

Due to related party of $152,380 includes $150,000 due to Jesselton,  Ltd. under
their contact for services agreement. Jesselton has agreed to receive 576,923 of
Infinity common shares in satisfaction of this amount due.

RESULTS OF  OPERATIONS  OF 30 DAY  CHALLENGE  FOR THE YEAR  ENDED JUNE 30,  2009
COMPARED TO THE YEAR ENDED JUNE 30, 2008.

During the year ended June 30, 2009,  30 Day  Challenge  recognized  revenues of
$1,030,560  from its operations  compared to $672,515 during the year ended June
30, 2008.  Revenues of 30 Day Challenge  were from the following  sources during
the year ended June 30, 2009 compared to June 30, 2008.

                         Year Ended June 30,  Year Ended June 30,    Increase or
                                2009                  2008           (Decrease)
                        -------------------- -------------------- --------------
Revenue
  Commissions           $       781,610      $       557,688      $     223,922
  Subscription Revenue          144,185                    -            144,185
  Seminars & Mentoring          104,765              114,827            (10,062)
                        -------------------- -------------------- --------------
   Total Revenues       $     1,030,560      $       672,515      $     358,045
                        ==================== ==================== ==============

The  increase  of  $223,922  in  commissions  reflects  the  increase  in active
participants  taking the free 30 Day Challenge  course who purchased third party
products  resulting in  commissions  to 30 Day  Challenge  and a widening of the
products offered to those  participants  that generate  commissions.  During the
year ended June 30, 2009 $21,369 in commissions  were earned from Immediate Edge
and during the year ended June 30, 2008 $138,262 in commission  were earned from
Immediate  Edge.  Early in the year ended June 30, 2009 a preliminary  agreement
was reached that resulted in the July 15, 2009 business combination and from the
time of the preliminary  agreement  Immediate Edge no longer paid commissions to
30 Day Challenge.

The  $144,185  increase  in  subscriptions  reflects  revenue  from  the  30 Day
Challenge Plus subscription product which was started during the year ended June
30, 2009.

During the year ended June 30, 2009,  30 Day  Challenge  incurred  $1,011,027 in
operational  expenses  compared to $364,974 during the year ended June 30, 2008.
Operational  expenses during the years ended June 30, 2009 and 2008, include the
following categories:

                                      -16-
<PAGE>
                                               YEAR ENDED JUNE 30,
                                      ---------------------------------------
                                         2009          2008       DIFFERENCE
                                      ---------------------------------------
Accounting fees                       $    59,384   $    14,054  $    45,330
Paypal fees                                13,225         6,198        7,027
Independent Contractors & Consultants     225,057        70,507      154,550
Depreciation                               42,688        58,390      (15,702)
Internet Expenses                          19,396         9,395       10,001
Legal fees                                287,348             -      287,348
Marketing & Advertising                    21,477        47,943      (26,466)
Printing & Stationary                      10,786         9,899          887
Seminars & Conferences                     10,997        15,281       (4,284)
Telephone                                  21,702        10,302       11,400
Travel                                    253,559        85,024      168,535
Other Operating Expenses                   45,408        37,981        7,427
                                      ---------------------------------------
Total Operating Expenses              $ 1,011,027   $   364,974  $   646,053
                                      =======================================

The increase of $45,330 in  accounting  fees was related to compiling  necessary
documentation  required for the June 30, 2008 audit including historical records
from inception.

The increase of $154,550 in independent  contractors  and  consultants  resulted
from  approximately  $90,000  additional paid to contractors  working all of the
year ended June 30,  2009 who worked  only part of the year ended June 30,  2008
and approximately  $60,000 from new contractors engaged to help with operating a
more  robust  web site and  assisting  with the  customer  support of the larger
participant base.

The increase of $287,348 in legal fees was due to  significant  expenditures  to
the July 15, 2009 business combination with 30DC, Inc.

The  decrease in  marketing  and  advertising  of $26,466 was due to the company
distributing  promotional  videos in the year ended June 30, 2008 which were not
repeated in the year ended June 30, 2009.

The increase of $168,535 in travel and  entertainment  relates to an increase in
overseas travel when the principals were making multiple trips from Australia to
the United  States for meetings  related to  organizing  the July 2009  business
combination and meeting with Company advisors.

During the year ended June 30,  2009,  30 Day  Challenge  recognized  revenue in
excess of  expenses  of $2,301  compared  to  revenue in excess of  expenses  of
$292,521  during the year ended June 30, 2008. The decrease of revenue in excess
of expenses of $290,220  was a result of the  $646,053  increase in  operational
expenses shown above offset by the $358,045 increase in revenues.


                                      -17-
<PAGE>

RESULTS  OF  OPERATIONS  OF  IMMEDIATE  EDGE FOR THE YEAR  ENDED  JUNE 30,  2009
COMPARED TO THE YEAR ENDED JUNE 30, 2008.

During the year ended June 30,  2009,  Immediate  Edge  recognized  revenues  of
$661,948 from its operations compared to $504,009 during the year ended June 30,
2008. Revenues of Immediate Edge were from the following sources during the year
ended June 30, 2009 compared to June 30, 2008.

                         Year Ended June 30,  Year Ended June 30,   Increase or
                                2009                  2008          (Decrease)
                        -------------------- -------------------- --------------
Revenue
  Commissions           $        20,946      $             -      $     20,946
  Subscription Revenue          641,002              504,009           136,993
                        -------------------- -------------------- --------------
   Total Revenues       $       661,948      $       504,009      $    157,939
                        ==================== ==================== ==============

The increase of $20,946 in commissions  represents  affiliate  commissions which
Immediate Edge began receiving in the year ended June 30, 2009.

The  $136,993  increase in  subscriptions  reflects  an average  increase in the
monthly  subscriber base of approximately  100 subscribers to the Immediate Edge
in the year ended June 30, 2009 from the year ended June 30,  2008.  The largest
source of new  subscribers is participants in the 30 Day Challenge free Internet
education program.

During the year ended June 30, 2009,  the Immediate  Edge  incurred  $253,519 in
operational  expenses  compared to $251,873 during the year ended June 30, 2008.
Operational  expenses during the years ended June 30, 2009 and 2008, include the
following categories:

                                                 YEAR ENDED JUNE 30,
                                       -----------------------------------------
                                           2009            2008      DIFFERENCE
                                           ----            ----      ----------
                                       -----------------------------------------
Affiliate Commissions                  $    40,907      $ 141,797    $ (100,890)
Paypal fees                                 27,363         20,883         6,480
Independent Contractors & Consultants      119,832         52,955        66,877
Internet Expenses                           41,726         23,837        17,889
Other Operating Expenses                    23,691         12,401        11,290
                                       -----------------------------------------
Total Operating Expenses               $   253,519      $ 251,873    $    1,646
                                       =========================================

The  decrease  of  $100,890  in  affiliate  commissions  is due to a decrease in
affiliate  commissions  paid to 30 Day  Challenge of 117,107.  Early in the year
ended June 30, 2009 a  preliminary  agreement  was reached that  resulted in the
July  15,  2009  business  combination  and  from  the  time of the  preliminary
agreement Immediate Edge no longer paid commissions to 30 Day Challenge.

The increase of $66,877 in independent  contractors and consultants consisted of
approximately $20,000 additional to outsourced technical consultants and $40,000
to a  contractor  providing a range of  services  including  administrative  and
project management.

During the year ended June 30, 2009, Immediate Edge recognized revenue in excess
of expenses  of  $408,429  compared to revenue in excess of expenses of $252,136
during  the year  ended  June 30,  2008.  The  increase  of revenue in excess of
expenses of $156,293 was a result of the $157,939 increase in revenues.

                                      -18-
<PAGE>

NEED FOR ADDITIONAL FINANCING

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow us to cover our expenses as they may be
incurred.  If the Company is unable to raise  additional  capital or  encounters
unforeseen  circumstances,  it may be  required to take  additional  measures to
conserve  liquidity,  which could  include,  but not  necessarily be limited to,
curtailing  its  operations,  suspending  the pursuit of its  business  plan and
controlling overhead expenses. The Company cannot provide any assurance that new
financing will be available to it on commercially acceptable terms, if at all.

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.

REVENUE RECOGNITION

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

The  Company  generates  revenues  in four  categories,  (i)  commissions,  (ii)
seminars and  mentoring  (iii)  subscriptions  and (iv)  products and  services.
Commissions are all affiliate marketing commissions generated when a customer is
referred to a  third-party  via the Internet and the customer  makes a purchase,
which  is  paid  for at the  time  of  purchase.  Revenue  from  commissions  is
recognized when the customer purchase is made from the third-party. Seminars and
mentoring are educational in nature.  Seminars are live events held in different
cities  throughout  the world where  customers  will pay a fee to attend what is
typically a three-day event.  Seminar fees are paid in advance and classified as
deferred revenue until the seminar is held.  Mentoring services are offered over
a period of time,  typically a one-year  period.  Fees for mentoring are paid in
advance and mentoring revenue is recognized  ratably over the period of service.
All subscription revenue is from monthly online subscriptions for information on
Internet  marketing.  All  subscriptions  are paid in advance  and  subscription
revenue is recognized  ratably over the term of the  subscription.  Products and
services revenues are from sales of online educational  courses and productivity
tools which customers use in their Internet marketing  businesses.  Revenue from
products and services is recognized when the customer purchase is made. Deferred
revenue consists of the unearned portion of subscription payments,  seminar fees
and mentoring revenue as of the financial statement date.

                                      -19-

<PAGE>

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The  functional  currency of the  Company's 30 Day  Challenge is the  Australian
dollar.  All other  Company  operations  use the United  States  dollar as their
functional  currency.  Under  ASC 830  "Foreign  Currency  Matters",  functional
currency assets and liabilities are translated into the reporting  currency,  US
Dollars,  using  period  end  rates  of  exchange  and the  related  translation
adjustments  are  recorded  as  a  separate   component  of  accumulated   other
comprehensive  income.  Functional statements of operations amounts expressed in
functional  currencies  are  translated  using  average  exchange  rates for the
respective  periods.  Re-measurement  adjustments and gains or losses  resulting
from foreign  currency  transactions  are recorded as foreign  exchange gains or
losses in the Statement of Operations.

                   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.

        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. Effective December 14, 2010,
the Public Accounting  Oversight Board ("PCAOB")  revoked Larry O'Donnell,  CPA,
P.C.'s registration as a registered public accountant.

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  accounting  firm.  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.

                                      -20-
<PAGE>

In  connection  with the audits of the fiscal years ended  December 31, 2009 and
2008 and 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 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.

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 the
manager 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.

                                      -21-

<PAGE>

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 30DC,
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.
<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.   2010      250,000   230,000        0       0               0              0               0    480,000
Development, 30DC
(7)(10)
-------------------- --------
</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.

                                      -22-
<PAGE>

(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
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. 30DC has a contract for services
with Marillion  Partnership  which  includes Mr. Dale acting as Chief  Executive
Officer and includes  cash  remuneration  of $250,000 per year.  30DC's Board of
Directors approved Marillion receiving a bonus based on the net cash flow of the
30 Day  Challenge  business  division  until  such point as 30DC  completed  the
Agreement  which  closed  on  September  10,  2010.  Subsequent  to  that  time,
Marillion'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. 30DC has a contract for services
with Jesselton,  Ltd. which includes Mr. Carey acting as Chief Operating Officer
and includes cash remuneration of $200,000 per year. Compensation for the fiscal
year  ended  June 30,  2010 was  accrued  but has not been  paid.  In  addition,
Jesselton,  Ltd.,  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. 30DC has a contract for services with Raine  Ventures,  LLC
(successor  on April 1, 2010 to a contract  for  services  between  30DC and 23V
Industries,  Ltd.) which includes Mr. Raine acting as Vice President of Business
Development and includes cash remuneration of $250,000 per year. 30DC's Board of

                                      -23-
<PAGE>

Directors approved 23V Industries (succeeded by Raine Ventures, LLC) 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, Raine Venture's compensation will follow the contracted
amount.

CONTRACT FOR SERVICES AGREEMENTS:

MARILLION PARTNERSHIP/EDWARD DALE

30DC entered into a three-year  Contract For Services Agreement  commencing July
2009 with the Marillion Partnership ("Marillion") for services which include Mr.
Edward Dale acting as the Company's Chief Executive  Officer providing for among
other things,  the payment of $250,000 in cash  remuneration per year and cannot
be  terminated  during the first two years after  which time a six month  notice
period for termination is required.  The Marillion Partnership is managed by Mr.
Dale, and owned by affiliates of Mr. Dale.

The Contract For Services  Agreement  provides for a performance  bonus,  if the
revenue  of the 30DC  Group in any year of the  Engagement  calculated  from the
Commencement  Date is doubled,  the Company shall issue to the  Contractor  that
number  of shares in the  Company  equal to  $125,000  in  value.  In  addition,
Marillion  Partnership will have the right to participate in the Company's stock
option plan, if and when it is created.  Further,  Marillion  Partnership  maybe
eligible  for any  other  benefits  or  incentives  as to be  determined  by the
Company.

JESSELTON, LTD./CLINTON CAREY

30DC entered into a three-year  Contract For Services Agreement  commencing July
2009 with  Jesselton,  Ltd., for services which include Mr. Clinton Carey acting
as the Company's Chief Operating Officer  providing for among other things,  the
payment of  $200,000  in cash  remuneration  per year and  cannot be  terminated
during  the first two years  after  which  time a six month  notice  period  for
termination is required.  Mr. Carey has an ongoing  relationship  with Jesselton
through which he has provided services on prior consulting assignments.

The Contract For Services  Agreement  provides for a performance  bonus,  if the
revenue  of the 30DC  Group in any year of the  Engagement  calculated  from the
Commencement  Date is doubled,  the Company shall issue to the  Contractor  that
number  of shares in the  Company  equal to  $100,000  in  value.  In  addition,
Jesselton, Ltd. will have the right to participate in the Company's stock option
plan, if and when it is created.  Further,  Jesselton,  Ltd. may be eligible for
any other benefits or incentives as to be determined by the Company.

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

RAINE VENTURES, LLC/DAN RAINE

30DC entered into a three-year  Contract For Services Agreement  commencing July
2009 with 23V Industries Ltd. for services which include Mr. Dan Raine acting as
the Company's Vice President of Business  Development  providing for among other
things,  the  payment of $250,000  in cash  remuneration  per year and cannot be
terminated during the first two years after which time a six month notice period
for termination is required.

                                      -24-
<PAGE>

30DC entered into a 27 month Contract For Services Agreement commencing April 1,
2010 with Raine  Ventures,  LLC.,  succeeding the contract with 23V  Industries,
Ltd. which was  terminated by mutual consent of the parties,  for services which
include Mr. Raine acting as the Company's Vice President of Business Development
providing for among other things,  the payment of $250,000 in cash  remuneration
per year and cannot be terminated  during the first 15 months after which time a
six month notice period for termination is required.

Both Contract For Services  Agreements  provide for a performance  bonus, if the
revenue  of the 30DC  Group in any year of the  Engagement  calculated  from the
Commencement  Date is doubled,  the Company shall issue to the  Contractor  that
number of shares in the Company  equal to $125,000 in value.  In addition,  each
will have the right to  participate  in the Company's  stock option plan, if and
when it is  created.  Further,  each may be eligible  for any other  benefits or
incentives as to be determined by the Company.

DESCRIPTION OF  30DC CONTRACT FOR SERVICES AGREEMENTS

In July 2009,  when 30DC acquired 30 Day Challenge and Immediate  Edge,  Messrs.
Dale and Carey signed  executive  services  agreements  with the Company and Mr.
Raine signed a consulting  services agreement with the Company.  Pursuant to the
agreements  with  Marillion,  Jesselton and 23V  (effective  April 1, 2010 Raine
Ventures  replaced 23V), the contract for services  agreements  memorialized the
pre existing contractual  relationship and formally set the terms and conditions
between  the  parties  from  July 1,  2009  and  all  prior  understandings  and
agreements  - oral or written  were merged  therein,  including  the  respective
executive services and consulting  services  agreements.  All compensation under
the contract for services agreements is identical with the respective  executive
services  and  consulting  agreements.  Where  applicable  under local law,  all
payroll and other taxes are the  responsibility of Marillion,  Jesselton and 23V
and they have  provided  the Company  with  indemnification  of such taxes which
under the prior contracts may have been a liability of the Company.  The parties
acknowledged  that the  effective  date of the  agreements  relates  back to the
contractual relationship between the parties.

Messrs. Dale, Carey and Raines, through related entities,  discussed above, have
entered into Contract for Services  Agreements with 30DC, Inc. and have a 3 year
term. The agreements provide for the following terms:

RESTRICTION  ON  TERMINATION:  The Contract for  Services  Agreements  cannot be
terminated  by either  party  during the first 15 months of the  contract in the
case of 23V and 2 years in the case of Marillion and Jesselton.

TERMINATION:  After the restriction  period, the Contract for Services Agreement
can be  terminated  with or without  notice.  If either  party  should  chose to
terminate  with notice,  it must give six months  notice.  If  termination  with
notice is given  the  Company  must pay the lump sum equal to the total  amounts
that would be  received if the  engagement  had  continued  until the end of the
required period of notice.

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.


                                      -25-

<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>
                                                                          NON-QUALIFIED
                                                          NON-EQUITY        DEFERRED
                        FEES                            INCENTIVE PLAN    COMPENSATION       ALL OTHER
                        EARNED    STOCK      OPTION    COMPENSATION ($)     EARNINGS        COMPENSATION      TOTAL
     NAME        YEAR   OR PAID   AWARDS     AWARDS                            ($)              ($)            ($)
                        IN CASH      ($)       ($)
                          ($)
--------------- ------- --------- ---------- --------- ----------------- ---------------- ----------------- ----------
<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.

                                      -26-

<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)



                                      -27-
<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  the  manager  of   Marillion
          Partnership and has the ability to vote such shares.

                                      -28-
<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  and 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.

30DC entered into a three-year  Contract For Services Agreement  commencing July
2009 with  Marillion  Partnership  for services  which  include Mr.  Edward Dale
acting as the  Company's  Chief  Executive  Officer  providing  for among  other
things, the payment of $250,000 in cash remuneration per year.

30DC entered into a three-year  Contract For Services Agreement  commencing July
2009 with Jesselton, Ltd. for services which include Mr. Clinton Carey acting as
the Company's  Chief  Operating  Officer  providing for among other things,  the
payment of $200,000 in cash remuneration per year.

                                      -29-
<PAGE>

30DC  entered  into a  three-year  Contract  For  Services  Agreement  with  23V
Industries Ltd. for services which include Mr. Dan Raine acting as the Company's
Vice  President of Business  Development  providing for among other things,  the
payment of $250,000 in cash remuneration per year.

30DC,  Inc.  entered into a 27 month Contract For Services  Agreement with Raine
Ventures,  LLC.  (supercedeing the 23v Industries  agreement) for services which
include  Mr.  Dan Raine  acting as the  Company's  Vice  President  of  Business
Development  providing for among other  things,  the payment of $250,000 in cash
remuneration per year.

In July 2009,  when 30DC acquired 30 Day and Immediate,  Messrs.  Dale and Carey
signed  executive  services  agreements  with the Company and Mr. Raine signed a
consulting services agreement with the Company.  Pursuant to the agreements with
Marillion,  Jesselton and 23V (effective  April 1, 2010 Raine Ventures  replaced
23V),  the  contract  for  services  agreements  memorialized  the pre  existing
contractual  relationship and formally set the terms and conditions  between the
parties from July 1, 2009 and all prior  understandings and agreements - oral or
written were merged  therein,  including the respective  executive  services and
consulting services agreements. All compensation under the contract for services
agreements is identical  with the respective  executive  services and consulting
agreements.  Where  applicable  under local law, all payroll and other taxes are
the  responsibility  of Marillion,  Jesselton and 23V and they have provided the
Company with  indemnification  of such taxes which under the prior contracts may
have  been a  liability  of the  Company.  The  parties  acknowledged  that  the
effective date of the agreements  relates back to the  contractual  relationship
between the parties.

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 from The Immediate Edge of $425,402 and
$245,066 during the years ended June 30, 2009 and 2008, respectively.

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

In August 2008,  30DC  contracted  with two  consultants in connection  with the
acquisition  and merger  process which resulted in signing of the Agreement with
Infinity.  Compensation  under both  consulting  agreements  was  contingent  on
completion of the  transaction  with  Infinity.  Upon execution of the Agreement
$250,000 (US) 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.


ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR.
--------------------------------------------------------------------------------

CHANGE IN FISCAL YEAR

As result of the Plan and  Agreement  of  Reorganization  with 30DC,  Inc.,  the
Company's fiscal year end has changed from December 31st to June 30th.

                                      -30-
<PAGE>
                            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.

                  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 (1)

     Immediate Edge - Audited Financial  Statements for the Years Ended June 30,
     2009 and 2008 (1)

     30DC, Inc. Interim Condensed Financial statements for the nine months ended
     March 31, 2010 and 2009

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

     (1)  Incorporated by reference from the financial  statements included with
          our Report on Form 8-K12g3 filed with the SEC on September 21, 2010.


                                      -31-
<PAGE>


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

     Unaudited Pro Forma Condensed Combined Balance Sheet at March 31, 2010

     Unaudited Pro Forma Condensed Combined Statement of Operations for the nine
     months ended March 31, 2010 and year ended June 30, 2009

     Notes to the Unaudited Pro Forma Condensed Combined Financial Statements


(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 Contractor Services Agreement by and between 30DC, Inc. and Raine
               Ventures, LLC, dated April 1, 2010*

          10.2 Contractor  Services  Agreement  by and between  30DC,  Inc.  and
               Marillion Partnership, dated July 1, 2009*

          10.3 Contractor  Services  Agreement  by and between  30DC,  Inc.  and
               Jesselton Limited, dated July 1, 2009*

          10.4 Contractor  Services  Agreement by and between 30DC, Inc. and 23V
               Industries Ltd., dated July 1, 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 8K12g3 filed with the SEC on
September 21, 2010.

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

                                      -32-

<PAGE>
















                         30DC, INC. FINANCIAL STATEMENTS

                 FOR THE NINE MONTH PERIODS ENDED MARCH 31, 2010
                                    AND 2009









<PAGE>



                                      INDEX



      Page 35         Balance Sheet

      Page 36         Statements of Operations and Comprehensive (Income) Loss

      Page 37         Statements of Cash Flows

      Page 38 - 47    Footnotes

<PAGE>
                                   30DC, INC.
                                 Balance Sheet
<TABLE>
<CAPTION>

                                                                                            March
                                                                                          31, 2010
                                                                                         (Unaudited)
                                                                                        ---------------
Assets

Current Assets

<S>                                                                                     <C>
       Cash and Cash Equivalents                                                        $       41,646
       Accrued Commissions Receivable                                                           93,339
                                                                                        ---------------

               Total  Current Assets                                                           134,985

Property and Equipment, Net                                                                    135,150
Deferred Tax Asset                                                                              41,000
                                                                                        ---------------

               Total Assets                                                             $      311,135
                                                                                        ===============


Liabilities and Stockholders' Deficiency

Current Liabilities

       Accounts Payable                                                                 $      294,100
       Accrued Expenses and Refunds                                                            153,990
       Deferred Revenue                                                                        337,817
       Private Placement Subscriptions Received                                                450,090
       Due to Related Parties                                                                  152,380
                                                                                        ---------------

               Total Current Liabilities                                                     1,388,377
                                                                                        ---------------

               Total Liabilities                                                             1,388,377
                                                                                        ---------------

Stockholders' Deficiency

       Preferred Stock, Par Value $0.0001, 5,000,000 Authorized, -0- Issued                          -
       Common Stock, Par Value $0.0001, 25,000,000 authorized, 4,620,000                           462
               issued and outstanding
       Accumulated Deficiency                                                               (1,015,611)
       Foreign Currency Translation Adjustment                                                 (62,093)
                                                                                        ---------------

               Total Stockholders' Deficiency                                               (1,077,242)
                                                                                        ---------------

Total Liabilities and Stockholders' Deficiency                                          $      311,135
                                                                                        ===============

</TABLE>

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

                                      -35-
<PAGE>
                                   30DC, INC.
            Statements of Operations and Comprehensive Income (Loss)
                           Nine Months Ended March 31
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         2010                  2009
                                                                                             Combined
                                                                    ---------------     --------------------

<S>                                                                 <C>                 <C>
Revenue

         Commissions                                                $      554,884      $           538,052
         Subscription Revenue                                              609,403                  591,813
         Products and Services                                              60,227                        -
         Seminars and Mentoring                                            221,792                  124,759
                                                                    ---------------     --------------------

                     Total Revenue                                       1,446,306                1,254,624

Operating Expenses                                                       2,267,496                  941,345
                                                                    ---------------     --------------------

Operating Income (Loss)                                                   (821,190)                 313,279

Other Income (Expense)

         Foreign Currency Exchange Loss                                    (35,508)                  (9,356)
         Gain on Sale of Assets                                              4,092                        -
                                                                    ---------------     --------------------

                     Total Other Income (Expense)                          (31,416)                  (9,356)

Net Income (Loss) Before Taxes                                            (852,606)                 303,923

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

Net Income (Loss)                                                         (811,606)                 303,923

Foreign Currency Translation Adjustment                                    (38,893)                  (9,330)
                                                                    ---------------     --------------------

Comprehensive Income (Loss)                                         $     (850,499)     $           294,593
                                                                    ===============     ====================
</TABLE>


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

                                      -36-
<PAGE>
                                   30DC, INC.
                            Statements of Cash Flows
                           Nine Months Ended March 31
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             2010                   2009
                                                                                                                  Combined
                                                                                        ----------------    ---------------------

<S>                                                                                     <C>                 <C>

Cash Flows from Operating Activities:
     Net Income (Loss)                                                                  $      (811,606)    $            303,923

     Adjustments to Reconcile Income (Loss) from Operations
     to Net Cash Provided by (Used In) Operations
         Depreciation                                                                            45,568                   30,554
         Equity Based Payment To Non-Employees                                                   52,750                        -
         Gain on Sale of Property and Equipment                                                  (4,092)                       -

     Changes in operating assets and liabilities
         Accrued Commissions Receivable                                                         (52,985)                 (11,029)
         Deferred Tax Asset                                                                     (41,000)                       -
         Accounts Payable                                                                       (54,523)                 167,376
         Accrued Expenses and Refunds                                                            59,491                   60,039
         Deferred Revenue                                                                       288,024                   89,414
         Due to Related Parties                                                                 152,380                        -
                                                                                        ----------------    ---------------------

                     Net cash provided by (used in) operating activities                       (365,993)                 640,277
                                                                                        ----------------    ---------------------

Cash Flows from Investing Activities:
         Purchases of Property and Equipment                                                    (85,972)                 (59,888)
         Proceeds From Sale of Property and Equipment                                            23,771                        -
                                                                                        ----------------    ---------------------

                     Net cash used in investing activitities                                    (62,201)                 (59,888)
                                                                                        ----------------    ---------------------

Cash Flows from Financing Activities
         Sale of common stock                                                                         -                      120
         Stock Subscriptions Receivable                                                             120                     (120)
         Private Placement Subscriptions Received                                               450,090                        -
         Distributions to Owner                                                                       -                 (575,296)
                                                                                        ----------------    ---------------------

                     Net cash provided by (used in) financing activities                        450,210                 (575,296)
                                                                                        ----------------    ---------------------

Effect of Foreign Exchange Rate Changes on Cash                                                  (6,785)                  18,329
                                                                                        ----------------    ---------------------

Increase in Cash                                                                                 15,231                   23,422
Cash - Beginning of Period                                                                       26,415                   10,577
                                                                                        ----------------    ---------------------

Cash - End of Period                                                                    $        41,646     $             33,999
                                                                                        ================    =====================
</TABLE>


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

                                      -37-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010


NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

30DC, Inc. ("30DC" or "the Company") was incorporated on October 17, 2008 in the
state of Delaware, as a holding company, for the purpose of building,  acquiring
and managing international  web-based sales and marketing companies. On July 15,
2009,  30DC  completed  the  acquisitions  of the  Business and Assets of 30 Day
Challenge ("30 Day") and Immediate Edge ("Immediate").  30 Day was acquired from
the Marillion Partnership and Edward Wells Dale, both of Victoria, Australia, in
consideration  for the  issuance  of  2,820,000  shares of  Common  Stock of the
Company.  Immediate was acquired from Dan Raine of Cheshire,  United Kingdom, in
consideration for the issuance of 600,000 shares of Common Stock of the Company.
The acquired businesses were sold subject to specific liabilities which included
accounts payable,  accrued expenses and deferred revenue.  The acquisitions were
pursuant to an agreement  dated  November 14, 2008.  Mr. Dale and Mr. Raine were
part of the founding group of shareholders  of 30DC and in conjunction  with the
acquisitions, Mr. Dale was named the Chief Executive Officer of 30DC.

30DC offers Internet  marketing services and related training that help Internet
companies in operating their  businesses.  30DC's core business units are 30 Day
and Immediate. 30 Day, with more than 90,000 active online participants,  offers
a free  e-commerce  training  program year round along with an online  education
subscription  service and periodic  premium live  seminars  that are targeted to
experienced  Internet  business  operators.  Immediate is an online  educational
program  subscription  service offering high-end Internet marketing  instruction
and strategies for  experienced  online  commerce  practitioners.  Other revenue
streams  include sales of  instructional  courses and software  tools related to
Internet  marketing  and from  commissions  on  third  party  products  sold via
introduction  to the  30DC  customer  base of  active  online  participants  and
subscribers  which are  referred  to as  affiliate  marketing  commissions.  The
Company's  assets  consist  primarily of property and equipment  and  internally
developed  intangible property such as domain names,  websites,  customer lists,
trademarks, copyrights and goodwill.

In accordance with the provisions of Accounting  Standards  Codification ("ASC")
805,  "Business  Combinations",  the  acquisitions  of 30 Day and Immediate were
accounted for as transactions between entities under common control, whereby the
acquired  assets and  liabilities of 30 Day and Immediate were recognized in the
Financial  Statements  at  their  carrying  amounts  and  the  acquisitions  are
reflected in the  accompanying  Financial  Statements  for the nine months ended
March  31,  2010 as if they  occurred  as of the  beginning  of the  period.  In
addition,  the Financial  Statements presented for the comparative period ending
March 31,  2009,  labeled  "Combined",  have been  retrospectively  adjusted  to
furnish comparative  information and represent the combined financial statements
of  30DC,  30 Day  and  Immediate,  with  the  elimination  of  all  significant
inter-entity  balances and transactions,  including commission revenue earned by
30 Day from  Immediate  of  approximately  $21,000.  30 Day and  Immediate  were
unincorporated  entities and as such their owners received  distributions rather
than  compensation from these entities and these entities did not have liability
for entity level taxes.

The Company does not have sufficient  capital to meet its needs and will have to
seek loans or equity placements to cover such cash needs.

No  commitments to provide  additional  funds have been made and there can be no
assurance that any additional  funds will be available to cover expenses as they
may be  incurred.  If the  Company  is unable  to raise  additional  capital  or
encounters  unforeseen  circumstances,  it may be  required  to take  additional
measures to conserve  liquidity,  which could  include,  but not  necessarily be
limited to,  curtailing its  operations,  suspending the pursuit of its business
plan and controlling overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially  acceptable terms, if
at all.

                                      -38-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010

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.

REVENUE RECOGNITION

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

The  Company  generates  revenues  in four  categories,  (i)  commissions,  (ii)
seminars and  mentoring  (iii)  subscriptions  and (iv)  products and  services.
Commissions are all affiliate marketing commissions generated when a customer is
referred to a  third-party  via the Internet and the customer  makes a purchase,
which  is  paid  for at the  time  of  purchase.  Revenue  from  commissions  is
recognized when the customer purchase is made from the third-party. Seminars and
mentoring are educational in nature.  Seminars are live events held in different
cities  throughout  the world where  customers  will pay a fee to attend what is
typically a three-day event.  Seminar fees are paid in advance and classified as
deferred revenue until the seminar is held.  Mentoring services are offered over
a period of time,  typically a one-year  period.  Fees for mentoring are paid in
advance and mentoring revenue is recognized  ratably over the period of service.
All subscription revenue is from monthly online subscriptions for information on
Internet  marketing.  All  subscriptions  are paid in advance  and  subscription
revenue is recognized  ratably over the term of the  subscription.  Products and
services revenues are from sales of online educational  courses and productivity
tools which customers use in their Internet marketing  businesses.  Revenue from
products and services is recognized when the customer purchase is made. Deferred
revenue consists of the unearned portion of subscription payments,  seminar fees
and mentoring revenue as of the financial  statement date.  Deferred revenue was
$337,818 at March 31, 2010.

EQUITY-BASED PAYMENTS TO NON-EMPLOYEES

The  Company  accounts  for  equity   instruments  issued  to  non-employees  in
accordance  with  the  provisions  of  ASC  505-50,  "Equity-Based  Payments  to
Non-Employees",  which  requires  that such equity  instruments  are recorded at
their  fair  value  on the  measurement  date,  with  the  measurement  of  such
compensation  being  subject to periodic  adjustment  as the  underlying  equity
instruments vest.



                                      -39-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010


FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The  functional  currency  of the  Company's  30 Day  Challenge  division is the
Australian  dollar. All other Company operations use the United States dollar as
their functional currency. Under ASC 830 "Foreign Currency Matters",  functional
currency assets and liabilities are translated into the reporting  currency,  US
Dollars,  using  period  end  rates  of  exchange  and the  related  translation
adjustments  are  recorded  as  a  separate   component  of  accumulated   other
comprehensive  income.  Functional statements of operations amounts expressed in
functional  currencies  are  translated  using  average  exchange  rates for the
respective  periods.  Re-measurement  adjustments and gains or losses  resulting
from foreign  currency  transactions  are recorded as foreign  exchange gains or
losses in the Statement of Operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and use assumptions that affect certain reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of income and expenses
during the reported period.  Significant estimates in these financial statements
are the estimated  useful lives used to calculate  depreciation  of property and
equipment  and the  estimate  of the  Company's  future  taxable  income used to
calculate the Company's deferred tax valuation allowance.  The Company evaluates
all of its estimates on an on-going basis.

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 860,  formerly  SFAS  166,  "Accounting  for
Transfers of financial  Assets -- an amendment of FASB  Statement No. 140".  ASC
860 eliminates the concept of a qualifying  special-purpose entity, creates more
stringent  conditions for reporting a transfer of a portion of a financial asset
as a sale,  clarifies other  sale-accounting  criteria,  and changes the initial
measurement of a transferor's  interest in transferred financial assets. ASC 860
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 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.

                                      -40-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010

In August  2009,  the 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 did not 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
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.  As this standard relates
specifically  to  disclosures,  the  adoption  did  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

                                      -41-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010



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  financial  statements  upon
adoption.

NOTE 3.  PRIVATE PLACEMENT SUBSCRIPTIONS RECEIVED

Starting  in  July  2009,  30DC  received  $501,590  under a  Private  Placement
Memorandum  ("PPM")  for  which a  closing  did not  occur  and the  funds  were
considered to be interest free loans pending closing. At March 31, 2010 $450,090
had been received and is included as private placement subscriptions received in
the liability  section of the Balance  Sheet.  Pursuant to an agreement with the
subscribers,  the  $501,590  became  part  of  30DC's  August  2010  PPM and was
including in the first closing on September 22, 2010.

NOTE 4.  RELATED PARTY TRANSACTIONS

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

Cash remuneration under Marillion, 23V and Raine Ventures agreements is $250,000
per year and $200,000  under the  Jesselton  agreement.  If in any year starting
from the commencement date, revenues of 30DC, Inc. doubles then a bonus equal to
50% of cash  remuneration  will be due in shares  of 30DC,  Inc.  as  additional
compensation.  Nothing  has  been  accrued  in  the  March  31,  2010  financial
statements,  as the attainment of this threshold for the fiscal year ending June
30, 2010 appears to be remote.

During the term of the agreements,  Marillion, Jesselton, 23V and Raine Ventures
are prohibited  from engaging in any other business  activity that competes with
30DC, Inc. without written consent of the 30DC, Inc. Board of Directors.

In July,  2009 when 30DC acquired 30 Day and Immediate,  Messrs.  Dale and Carey
signed  executive  services  agreements  with the Company and Mr. Raine signed a
consulting services agreement with the Company.  Pursuant to the agreements with
Marillion,  Jesselton and 23V (effective  April 1, 2010 Raine Ventures  replaced
23V),  the  contract  for  services  agreements  memorialized  the pre  existing
contractual  relationship and formally set the terms and conditions  between the
parties from July 1, 2009 and all prior  understandings and agreements - oral or
written were merged  therein,  including the respective  executive  services and
consulting services agreements. All compensation under the contract for services
agreements is identical  with the respective  executive  services and consulting
agreements.  Where  applicable  under local law, all payroll and other taxes are
the  responsibility  of Marillion,  Jesselton and 23V and they have provided the

                                      -42-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010

Company with  indemnification  of such taxes which under the prior contracts may
have  been a  liability  of the  Company.  The  parties  acknowledged  that  the
effective date of the agreements  relates back to the  contractual  relationship
between the parties.

30DC's Board of Directors  approved a bonus to Marillion based upon the net cash
flow of the  Company's 30 Day  Challenge  division and a bonus to 23V based upon
the net cash flow of the Company's Immediate Edge division (formerly  Immediate)
until such time as 30DC had  completed a merger or public stock  listing,  which
occurred on  September  10, 2010 (see Note 11).  For the nine month period ended
March 31, 2010 the bonus for Marillion was $397,908 and total  compensation  was
$585,408 and the bonus for 23V was $154,014 and total compensation was $341,514,
included in Operating Expenses in the Statement of Operations. Subsequent to the
September 10, 2010 merger,  Marillion and Raine Ventures (successor to 23V) will
paid in accordance with their contracted amounts.

Due to related party of $152,380  includes $150,000 due to Jesselton under their
contract for services agreement. Jesselton has agreed to receive this amount and
an  additional  $50,000  due  under  their  contract  through  June 30,  2010 in
restricted common shares of the Company.

30 Day earned  commissions of $21,000 from Immediate  during the year ended June
30,  2009  which  has  been  eliminated  in the 30 Day  and  Immediate  combined
Statement of Operations.

During the year ended June 30, 2009 Mr. Dale and  entities  affiliated  with him
were paid  $272,787 in owner's  distributions  by 30 Day and Mr.  Raine was paid
$425,402 in owner's distributions by Immediate.

NOTE 5.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following at March 31, 2010:

Computer and Audio Visual Equipment                $ 367,114
Office equipment and Improvements                     57,914
                                                   ----------
                                                     425,028
Less accumulated depreciation and
amortization                                        (289,878)
                                                   ----------
                                                   $ 135,150
                                                   ==========

Depreciation  and  amortization  expense was  $45,568 for the nine months  ended
March 31, 2010 and $30,554 for the nine months ended March 31, 2009.

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


                                      -43-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010



NOTE 6.  INCOME TAXES

The Company applies the provisions of ASC 740, which  prescribes the recognition
and measurement  criteria related to tax positions taken or expected to be taken
in a tax return.  For those  benefits to be  recognized,  a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The
Company  recognized a deferred tax asset of  approximately  $256,000 as of March
31, 2010, relating to a net operating loss for the nine month period ended March
31, 2010 of  approximately  $600,000 which is available to offset future taxable
income  through  2030 and  future  tax  deductions  of  $153,000  for the timing
difference of items  deducted in these  financial  statements  but not currently
deductible for tax purposes.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those  temporary  differences  become  deductible.  The Company  considers
projected  future  taxable  income and tax  planning  strategies  in making this
assessment.  The Company has concluded  that it is more likely than not that the
Company  will not be able to realize all of its tax  benefits in the near future
and  therefore  a  valuation  allowance  of  approximately   $215,000  has  been
established  resulting in a net tax benefit of $41,000 for the nine month period
ending March 31, 2010.

As a  corporation  formed in the United  States,  the  Company is subject to the
United States  corporation  income tax on worldwide net income.  Since  majority
ownership of the Company's shares are held by Australian residents,  the Company
is deemed to be an Australian resident  corporation and is subject to Australian
corporate  income tax on worldwide  net income.  Corporate  income taxes paid to
Australia  will  generally  be  available  as a  credit  against  United  States
corporation  income tax. The Company did not have nexus to any individual  state
in the United States and  accordingly no deferred tax asset has been  recognized
for state  taxes.  Australia  does not have any state  corporation  income  tax.
Future changes in Company operations might impact the geographic mix which could
affect the Company's overall effective tax rate.

As noted  above,  the nine month  period  ended  March 31, 2009  represents  the
combined  financial  statements of 30DC, 30 Day and Immediate.  30DC had limited
operations and 30 Day and Immediate were unincorporated  entities which were not
subject to tax provision; accordingly no provision for income taxes is reflected
for that period.


NOTE 7.  REVENUE CONCENTRATION

For the nine months ended March 31, 2010 revenue from one customer  representing
approximately  13%  exceeded  10% of total  revenues.  For the nine months ended
March 31, 2009 two customers  exceeded 10% of combined  total  revenues with the
individual totals of approximately 12% and 12% for a total of approximately 24%.


                                      -44-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010



NOTE 8. STOCKHOLDERS' EQUITY

COMMON STOCK

In July 2009 the Company issued 2,820,000 shares for the ASSET acquisition of 30
Day and 600,000 shares for the ASSET acquisition of Immediate.

Details of common shares outstanding at March 31, 2010 are as follows:

                                                                        Shares
                                                                      ---------
Common shares outstanding, July 1, 2009                               1,200,000
Issuance of shares for acquisitions                                   3,420,000
                                                                      ---------
Common shares outstanding, March 31, 2010                             4,620,000
                                                                      =========

The asset  acquisitions  were accounted for as a common control  transaction and
the historical accounting of each of the acquired businesses were combined as of
July 2009.  The  accumulated  deficits of 30 Day and  Immediate  were became the
historical  accumulated deficit of 30DC and the par value of the shares issue in
the asset  acquisitions was also added to accumulated  deficit,  The accumulated
other  comprehensive  loss of 30 Day became the accumulated other  comprehensive
loss of 30DC.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

On December 8, 2009, the Company signed a contract with Cameron  Associates,  an
investor  relations  firm,  effective  January 1, 2010, with a term of one year,
which  calls for $5,000 per month of cash  compensation  and the  issuance  of a
total of 50,000  shares of the Company's  Common  Stock,  to be adjusted for any
recapitalization  that may occur during the period of the  contract,  based on a
schedule that also equates to the vesting  pattern of the shares.  Subsequent to
the Infinity  transaction (see Note 10), the total number of shares due adjusted
to 660,000.  As of March 31,  2010,  25,000 of the shares were vested and due to
Cameron and the $52,750 value of the shares is included in operating expenses.

In February 2010, 30DC engaged Prestige  Financial Center,  Inc.  ("Prestige") a
registered Broker Dealer to provide  investment banking and advisory services to
the Company. Upon execution of the contract, the Company paid Prestige a $25,000
nonrefundable  due diligence  and retainer  fee.  Under terms of the contract as
revised  in June  2010,  Prestige  is due a reverse  merger  fee of an option to
purchase  at  least  1% of  the  Company's  outstanding  common  shares  at  the
completion  of a reverse  merger with a  publicly-traded  company at an exercise
price of $0.001 per share.  Other  terms  include a 10% cash  financing  fee and
warrants  equal to 7% for  capital (as defined  under the  agreement  to exclude
certain funding sources) raised during the term of the agreement along with a 5%
acquisition fee for any completed  acquisitions which Prestige introduced to the
Company.  The  Prestige  agreement  had an  initial  term of six  months and was
automatically  renewable however the agreement can be canceled at any time after
the  initial  six  months.  The  Company  and  Prestige  entered  into a release
agreement  dated  October 28, 2010 under which  Prestige  will  receive  675,314
shares of the Company's  restricted  stock and both parties  released each other
from any other claims.


                                      -45-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010


NOTE 10. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES

                                             Nine Months        Nine Months
                                            March 31, 2010     March 31, 2009
                                            ==============     ==============

Related Party Contractor Fees Base
       Compensation (1) (2)                 $   525,000        $           -
Related Party Contractor Fees Bonus
       Compensation (1) (3)                     551,922
Independent Contractors                         415,158              267,891
Professional Fees                               324,983              227,946
Travel Expenses                                 162,479              230,247
Other Operating Costs                           287,953              215,261
                                            ==============     ==============

Total Operating Expenses                    $ 2,267,496        $     941,345
                                            ==============     ==============
-----------------
(1)      Related part contractors  include  Marillion which provides services to
         the Company including for Edward Dale to act as Chief Executive Officer
         of the Company and 23V which provides services to the Company including
         for Dan Raine to act as Vice President for Business Development.

(2)      During the period ended March 31, 2009, 30 Day and  Immediate  operated
         as  non-incorporated  entities  and did not pay  compensation  to their
         owners. The owners received distributions of $575,296.

(3)      30DC's Board of Directors  approved a bonus to Marillion based upon the
         net cash flow of the Company's 30 Day Challenge  division  (formerly 30
         Day) and a bonus to 23V based  upon the net cash flow of the  Company's
         Immediate Edge division  (formerly  Immediate)  until such time as 30DC
         had  completed  a merger or public  stock  listing  which  occurred  on
         September 10, 2010.

NOTE 11.  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 September 10, 2010,  shareholders of 30DC exchanged 100% of their 30DC shares
for 60,984,000 shares of Infinity Capital Group, Inc.  ("Infinity"),  a publicly
traded  company  which  trades  over the  counter  ("OTC")  on the OTCQB  market
operated by Pink OTC  Markets,  Inc.  The OTCQB is a  relatively  new market for
companies  registered  and  reporting  with the  U.S.  Securities  and  Exchange
Commission or a U.S. banking or insurance regulator.  30DC, Inc. became a wholly
owned subsidiary of Infinity Capital Group, Inc. which has subsequently  changed
its name to 30DC,  Inc. After the share  exchange,  the former  shareholders  in
30DC, Inc. held  approximately 90% of the outstanding shares in Infinity and the
officers of 30DC, Inc. became the officers of Infinity.  30DC was the accounting
acquirer in the transaction and its historical  financial statements will be the
historical  financial  statements.  Infinity's  operations were discontinued and
subsequent to the transaction will be accounted for as discontinued operations.

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.

                                      -46-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2010

With  completion of the share exchange,  $250,000 is owned to Jesselton,  Ltd, a
consulting  firm which Mr. Clinton  Carey,  Chief  Operating  Officer of 30DC is
associated with, and $250,000  Australian  Dollars,  equivalent to $231,050,  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. Both
are considered success fees, and as such are treated as contingent consideration
to be expensed in September, 2010.

In August 2010, 30DC issued a private  placement  memorandum  ("PPM") seeking to
raise a maximum  of  $3,000,000  at a price of 26 cents  per unit or  11,538,462
units if the  $3,000,000  maximum is raised.  Each unit consists of one share of
Common Stock of  Infinity,  a warrant  exercisable  for 90 days from the date of
issuance,  to purchase  one share of Common  Stock of Infinity  with an exercise
price of 37 cents,  and a warrant  exercisable  for five  years from the date of
issuance,  to purchase one share of Common Stock of Infinity for 50 cents.  30DC
received  $501,590 between July 2009 and June 2010 under a prior PPM for which a
closing did not occur and the funds were  considered  to be interest  free loans
pending closing.  At March 31, 2010,  $450,090 had been received and is included
as private  placement  subscriptions  received in the  liability  section of the
Balance  Sheet.  Pursuant to an  agreement  with the  subscribers,  the $501,590
became part of the August  2010 PPM. A first  closing of the August 2010 PPM was
held on September 22, 2010  consisting of the $501,590  received under the prior
PPM and $162,500 in new investment  funds,  for total proceeds of $664,090 which
represents  2,554,193 units  consisting of 2,554,193  shares of common stock and
2,554,193 of each of the two warrants.  Subsequent closings through February 14,
2011 have  resulted in  $180,000 in new  investment  funds which  represents  an
additional  692,316  units  consisting  of  692,316  shares of common  stock and
692,316 of each of the two  warrants.  The August 2010 PPM has been  extended to
March 15, 2011 and in place of the warrant exercisable for 90 days from the date
of  issuance,  all  subscribers  to the PPM will  receive a warrant  exercisable
through March 15, 2011 at an exercise price of 37 cents per warrant.

In February 2011,  Theodore A. Greenberg,  CFO of 30DC, agreed to accept 480,770
shares of the Company's  restricted  common stock as settlement of $125,000 owed
to him by the Company.

In June 2010,  the Company  signed a contract with Imperial  Consulting  Network
("ICN") for ICN to provide the Company with services to include ongoing research
coverage,  update  reports,  corporate  profiles,   coverage  announcements  for
newswires as well as inclusion in a direct mail magazine and  corporate  profile
television program. Compensation to ICN under the agreement was to include up to
a maximum of approximately  2,200,000  warrants to purchase common shares of the
Company at exercise prices ranging from $0.0001 to $0.93 per share.  Pursuant to
the  agreement,  because  certain  milestones  were not met, the Company has the
right to  repurchase  most of the  warrants for $0.0001 per warrant with the net
effect that ICN will have 161,163 warrants with an exercise price of $0.0001 per
share as full and complete compensation under the contract.

                                      -47-
<PAGE>



                    30DC, INC. PRO FORMA FINANCIAL STATEMENTS








































                                      -48-
<PAGE>



                                      INDEX

Page 50-52     Introduction to Unaudited Pro Forma Condensed  Combined Financial
               Statements

Page 53        Unaudited Pro Forma Condensed  Combined Balance Sheet as of March
               31, 2010

Page 54        Unaudited Pro Forma  Condensed  Combined  Statement of Operations
               for the nine months ended March 31, 2010

Page 55-58     Notes  for  Pro  Forma  Unaudited  Condensed  Combined  Financial
               Statements as of March 31, 2010

Page 59        Pro Forma Unaudited  Condensed  Combined  Statement of Operations
               for the Year Ended June 30, 2009

Page 60-61     Notes to  Unaudited  Pro Forma  Condensed  Combined  Statement of
               Operations for the Year Ended June 30, 2009































                                      -49-
<PAGE>
                                  30DC, INC.
                       INTRODUCTION TO PRO FORMA CONDENSED
                          COMBINED FINANCIAL STATEMENTS
                                   (UNAUDITED)


The following  unaudited pro forma condensed combined financial  statements give
effect to the share  exchange  ("Exchange")  between  30DC,  Inc.  ("30DC")  and
Infinity Capital Group,  Inc.  ("Infinity")  completed on September 10, 2010 and
certain  other  transactions  completed  by 30DC and Infinity as a result of the
Exchange.  Subsequent  to the  transaction,  Infinity  was  renamed  30DC,  Inc.
("Maryland"),  for purposes of these pro forma  statements  the name will remain
Infinity.

On September 10, 2010, 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. Infinity operated as a publicly-traded  business  development
company  ("BDC") and filed to withdraw  its  election to operate as a BDC on the
same day as the Exchange. As a result of the Exchange,  Infinity became the sole
outstanding  stockholder  of 100% of the  outstanding  shares of common stock of
30DC and the former stockholders of 30DC became the controlling  stockholders of
Infinity.  Accordingly,  the Exchange is a reverse business acquisition that has
been  accounted for as a  recapitalization  of 30DC.  The  historical  financial
statements of 30DC will become the Infinity historical financial statements. The
unaudited pro forma  information is presented for illustration  purposes only in
accordance  with  the  assumptions  set  forth  below  and in the  notes  to the
unaudited pro forma condensed combined financial statements.

30DC HISTORY

30DC was incorporated on October 17, 2008 in the state of Delaware, as a holding
company,  for the purpose of  building,  acquiring  and  managing  international
web-based  sales and marketing  companies.  On July 15, 2009, 30DC completed the
acquisitions  of the  Business  and  Assets of 30 Day  Challenge  ("30 Day") and
Immediate Edge ("Immediate"). 30 Day was acquired from the Marillion Partnership
and Edward Wells Dale, both of Victoria,  Australia,  in  consideration  for the
issuance of  2,820,000  shares of Common Stock of 30DC.  Immediate  was acquired
from Dan Raine of Cheshire, United Kingdom, in consideration for the issuance of
600,000  shares of  Common  Stock of 30DC.  The  acquired  businesses  were sold
subject  to  specific  liabilities  which  included  accounts  payable,  accrued
expenses and deferred  revenue.  The acquisitions  were pursuant to an agreement
dated November 14, 2008. Messrs.  Dale and Raine were part of the founding group
of shareholders of 30DC and in conjunction with the  acquisitions;  Mr. Dale was
named the Chief Executive Officer of 30DC.

In accordance  with the provisions of Accounting  Standards  Codification  Topic
805,  "Business  Combinations",  the  acquisitions  of 30 Day and Immediate were
accounted for as transactions between entities under common control, whereby the
acquired assets and liabilities of 30 Day and Immediate were recognized at their
carrying  amounts  and  the  acquisitions  are  reflected  in  the  accompanying
Unaudited Pro Forma Condensed Combined Financial  Statements for the nine months
ended March 31, 2010 as if they occurred as of the  beginning of the period.  In
addition,  in the Unaudited Pro Forma Condensed  Combined  Financial  Statements
presented  for the twelve  months  ended June 30,  2009,  the  results for 30DC,
labeled  "Combined",  have  been  retrospectively  adjusted  and  represent  the
combined  financial  statements  of  30DC,  30  Day  and  Immediate,   with  the
elimination of all significant inter-entity balances and transactions, including
commission revenue earned by 30 Day from Immediate of approximately $21,000.


                                      -50-
<PAGE>

UNAUDITED PRO  FORMA CONDENSED FINANCIAL STATEMENTS

The unaudited pro forma  condensed  combined  balance sheet combines the balance
sheets of 30DC and  Infinity  and gives pro forma  effect to (i) the Exchange in
which 30DC is deemed to be the acquiring  entity for accounting  purposes;  (ii)
completion of a financing  transaction involving the issuance of 2,554,193 units
at $0.26 in an ongoing private  placement,  as described  below,  with each unit
consisting  of one share of common  stock , one common  stock  purchase  warrant
expiring  March 15, 2011 and one  five-year  common stock  purchase  warrant for
aggregate  gross  proceeds of $664,090;  (iii)  Infinity  filing to withdraw its
election  to operate as a BDC and  Infinity's  prior  operations  as a BDC being
classified as discontinued operations; (iv) certain other transactions completed
as a result of the Exchange as if 30DC and Infinity  completed such transactions
as of March 31, 2010. The unaudited pro forma condensed  combined  statements of
operations  as of March 31, 2010 and June 30,  2009,  combine the  statement  of
operations of 30DC and Infinity and give pro forma effect to these  transactions
and (v) contract for services  agreements signed by Marillion  Partnership,  23V
Industries, Ltd. which include Edward Dale and Clinton Carey acting respectively
as Chief Executive  Officer and Chief  Operating  Officer of the Company and Dan
Raine acting as Vice  President  for Business  Development  and (vi) 30DC change
from a non-taxable  to taxable status as if they were completed at the beginning
of the periods, July 1, 2009 and July 1, 2008, respectively.

The  unaudited pro forma  condensed  combined  balance  sheet and  statements of
operations should be read in conjunction with the separate historical  financial
statements of 30DC,  appearing  elsewhere  herein,  and the separate  historical
financial   statements  of  30  Day  Challenge  and  Immediate  Edge  which  are
incorporated by reference from the financial statements included with our Report
on Form  8-K12g3  filed with the SEC on  September  21, 2010 and the  historical
financial  statements  of  Infinity,  as filed  and  issued in Form 10-Q for the
quarter ended June 30, 2010 and related notes thereto. These unaudited pro forma
condensed combined financial statements may not be indicative of what would have
occurred  if the  reverse  business  acquisition  had  actually  occurred on the
indicated  dates and they should not be relied upon as an  indication  of future
results of operations.

THE EXCHANGE
------------

On the  Closing  Date (i) the  stockholders  of 30DC (the  "30DC  Stockholders")
surrendered all of the issued and  outstanding  shares of 30DC capital stock and
received,  in exchange  60,984,000 shares of common stock of Infinity;  (ii) the
stockholders of Infinity retained  6,547,391 shares of common stock of Infinity;
and (iii) 30DC became a wholly-owned subsidiary of Infinity.

30DC utilized  consultants and advisors to guide the company through the process
of structuring  and completing the Exchange.  The  consultants and advisors were
compensated  with a  combination  of cash fees and shares of common stock in the
Company.  Prestige Financial Center,  Inc. will be issued 675,314 common shares,
Jesselton,  Ltd. will receive  $125,000 and will be issued 480,777 common shares
and  Corholdings  Pty Ltd.  will  receive  $125,000 AUD which is  equivalent  to
$115,525 USD and will be issued 444,327 common shares.

The Unaudited Condensed Pro Forma Combined Financial Statements reflect that the
Exchange is accounted for under the purchase  method of accounting in accordance
with the Accounting Standards Codification Topic 805, Business Combinations. The
excess of purchase  price of assets  acquired  over their  carrying  value as of
September 10, 2010 has been allocated entirely to goodwill. All other assets and
liabilities are stated at their fair values,  which  approximates their recorded
historical cost. The allocation of the purchase price to the acquired assets and
assumed liabilities is as follows;


                                      -51-
<PAGE>

Assets:
Current assets                                        $   185,381
Goodwill                                                1,503,860
Other assets                                                  639
                                                      -----------
                                                      $ 1,689,880

Liabilities:
Current liabilities                                   $   642,297
                                                      ===========

         Net purchase price                           $ 1,047,583
                                                      ===========

THE PRIVATE PLACEMENT

On August 5, 2010 30DC circulated a Confidential  Private  Placement  Memorandum
(the "Memorandum") to various "accredited investors" (as such term is defined in
Regulation  D  promulgated  under the  Securities  Act of 1933,  as amended) and
Non-U.S.  Persons with respect to the private offering (the "Offering") of up to
11,538,462 units (the "Maximum  Offering") of an unnamed publicly traded company
(later identified as Infinity).  The closing of the Offering is conditioned upon
the closing of the Exchange.  Each such unit (each,  a "Unit" and  collectively,
the "Units") is being sold at $0.26 in connection with the Offering and consists
of (i) one share of common stock of Infinity,  (ii) a warrant expiring March 15,
2011 to purchase one share of common  stock of Infinity at an exercise  price of
$0.37 per share and (iii) a five-year  warrant to purchase  one shares of common
stock of Infinity at an exercise price of $0.50 per share.

CONTRACT FOR SERVICES AGREEMENTS

Marillion  Partnership,  23V  Industries,  Ltd. and Jesselton,  Ltd. each signed
contract  for  services  agreements,  which  include the Messrs.  Dale and Carey
acting  respectively as Chief Executive  Officer and Chief Operating  Officer of
the Company and Mr. Raine  acting as Vice  President  for Business  Development,
with 30DC  effective  July 2009. The pro forma  financial  statements  have been
adjusted to reflect normalized  compensation under the contracts of $250,000 per
annum for Marillion and 23V and $200,000 per annum for Jesselton.

CHANGE FROM NON-TAXABLE TO TAXABLE STATUS

Prior to their  acquisition  by 30DC,  30 Day and  Immediate  were  operated  by
non-taxable  entities  and the effect of the  change to taxable  status has been
considered  in the  unaudited  pro forma  condensed  combined  balance sheet and
statements of operations.  Since a valuation  allowance reduced the deferred tax
asset  recorded for the nine month  period  ended March 31, 2010 the  additional
deferred tax asset that would have been  recorded for the pro forma  adjustments
has  been  reduced  completely  by  an  offsetting  increase  in  the  valuation
allowance.


                                      -52-
<PAGE>
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                 March 31, 2010
<TABLE>
<CAPTION>
                                                                                  INFINITY
                                                                       30DC,      CAPITAL             PRO FORMA        PRO FORMA
                                                                       INC.      GROUP, INC.         ADJUSTMENTS       COMBINED
                                                                 -------------- -------------      ---------------  --------------
                                                                        (A)        (B)
<S>                                                              <C>            <C>                   <C>           <C>
ASSETS

CURRENT ASSETS:

 Cash and cash equivalents                                       $     41,646   $    4,286         $     174,000 F  $     215,646
                                                                                                          (4,286)I
 Accrued commissions receivable                                        93,339            -                     -           93,339
                                                                 -------------- -------------      ---------------  --------------
        Total current assets                                          134,985        4,286               169,714          308,985

Non-affiliated investments                                                  -      184,881              (184,881)I              -
Promissory note                                                             -       50,730               (50,730)I              -
Stock sale receivable                                                       -       50,500               (50,500)I              -
Property and equipment, net                                           135,150            -                     -          135,150
Goodwill                                                                    -            -             1,503,860 K      1,503,860
Deferred tax asset                                                     41,000            -                     -           41,000
Other assets                                                                -        9,899                (9,899)I              -
Assets of discontinued operations                                           -            -               300,296 I        300,296
                                                                 -------------- -------------      ---------------  --------------
        TOTAL ASSETS                                             $    311,135   $  300,296         $   1,677,860    $   2,289,291
                                                                 ============== =============      ===============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITES:
 Accounts payable                                                $    294,100   $  296,446         $     (90,692)I  $     499,854
 Accrued expenses and refunds                                         153,990       45,607               115,525 C        394,515
                                                                                                         125,000 D
                                                                                                         (45,607)I
Deferred revenue                                                      337,817            -                     -          337,817
Private placement subscriptions received                              450,090            -              (450,090)F              -
Notes payable                                                               -      152,020              (152,020)I              -
Due to related parties                                                152,380      210,764              (183,514)I        179,630
                                                                 -------------- -------------      ---------------  --------------

        Total current liabilities                                   1,388,377      704,837              (681,398)       1,411,816

Liabilities of discontinued operations                                      -            -               471,833 I        471,833
                                                                 -------------- -------------      ---------------  --------------

        TOTAL LIABILITIES                                           1,388,377      704,837              (209,565)       1,883,649
                                                                 -------------- -------------      ---------------  --------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock, $.001 par value                                               -        6,547                   444 C         71,685
                                                                                                             481 D
                                                                                                           2,554 F
                                                                                                             675 E
                                                                                                          60,984 G
Common stock, $.0001 par value                                            462            -                  (462)H              -
Additional paid in capital                                                  -      797,138                   462 H      2,100,302
                                                                                                       1,503,860 K
                                                                                                         123,968 C
                                                                                                         134,135 D
                                                                                                         621,536 F
                                                                                                         188,413 E
                                                                                                      (1,208,226)J
                                                                                                         (60,984)G
Accumulated deficiency                                             (1,015,611)  (1,208,226)             (239,937)C     (1,704,252)
                                                                                                        (259,616)D
                                                                                                        (189,088)E
                                                                                                       1,208,226 J
Foreign currency translation adjustment                               (62,093)           -                     -          (62,093)
                                                                 -------------- -------------      ---------------  --------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                            (1,077,242)    (404,541)            1,887,425          405,642
                                                                 -------------- -------------      ---------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)          $    311,135   $  300,296         $   1,677,860    $   2,289,291
                                                                 ============== =============      ===============  ==============
</TABLE>

                                      -53-
<PAGE>
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                    FOR THE NINE MONTHS ENDED MARCH 31, 2010



<TABLE>
<CAPTION>

                                                                                 INFINITY
                                                                 30DC,            CAPITAL          PRO FORMA          PRO FORMA
                                                                  INC.          GROUP, INC.       ADJUSTMENTS         COMBINED
                                                             ---------------   ---------------   ---------------     ------------
                                                                  (1)               (2)
<S>                                                         <C>               <C>                <C>                 <C>
REVENUE

  Commissions                                               $       554,884   $             -    $            -      $   554,884

  Subscription revenue                                              609,403                 -                 -          609,403

  Products and services                                              60,227                 -                 -           60,227

  Seminars and mentoring                                            221,792                 -                 -          221,792

  Investment income                                                       -            12,646           (12,646)   3           -
                                                             ---------------   ---------------   ---------------     ------------

Total revenue                                                     1,446,306            12,646           (12,646)       1,446,306



OPERATING EXPENSES                                                2,267,496           130,942          (571,643)   4   1,759,589

                                                                                                        (67,206)   3
                                                             ---------------   ---------------   ---------------     ------------

Operating  income (loss)                                           (821,190)         (118,296)          626,203         (313,283)

OTHER INCOME (EXPENSE)

  Foreign currency loss                                             (35,508)                -                 -          (35,508)

  Gain on sale of assets                                              4,092                 -                 -            4,092

  Net realized and change in unrealized gains (losses)                               (563,702)           563,702   3           -
                                                             ---------------   ---------------   ---------------     ------------

TOTAL OTHER INCOME (EXPENSE)                                        (31,416)         (563,702)           563,702         (31,416)
                                                             ---------------   ---------------   ---------------     ------------


Income (loss) from continuing operations before taxes              (852,606)         (681,998)         1,189,905        (344,699)


Provision (benefit) for income taxes                                (41,000)                                   -         (41,000)
                                                             ---------------   ---------------   ---------------     ------------

Income (loss) from continuing operations before non
recurring charges directly attributable to the
transaction                                                  $     (811,606)   $     (681,998)   $     1,189,905     $  (303,699)
                                                             ===============   ===============   ===============     ============


NET LOSS PER COMMON SHARE


  Net loss per common share                                  $        (0.18)   $        (0.10)                       $     (0.00)
                                                             ===============   ===============                       ============

Weighted average number of shares outstanding

  Basic and diluted                                               4,620,000         6,547,391         (4,620,000)  6  67,531,391
                                                             ===============   ===============                       ============

                                                                                                      60,984,000   6
                                                                                                 ===============
</TABLE>


                                      -54-
<PAGE>

          NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                 MARCH 31, 2010


(a)  Derived from the unaudited  interim balance sheet of 30DC, Inc. as of March
     31, 2010.


(b)  Derived from the unaudited interim balance sheet of Infinity Capital Group,
     Inc. as of March 31, 2010, included in Form 10-Q.


(c)  Reflects the recording of fees that were contingent on a successful reverse
     business acquisition,  payable to a consultant for accounting and financial
     services,  in the amount of  $115,525  payable in cash and the  issuance of
     444,327  shares of Infinity's  common stock with a value of $0.28 per share
     (closing market price) on September 10, 2010.


(d)  Reflects the recording of fees that were contingent on a successful reverse
     business  acquisition,  payable to a  consultant  for  assistance  with the
     reverse business acquisition, in the amount of $125,000 payable in cash and
     the issuance of 480,770  shares of Infinity's  common stock at with a value
     of $0.28 per share (closing market price) on September 10, 2010.


(e)  Reflects  the  recording of the  issuance of 675,314  shares of  Infinity's
     common  stock  with a value of $0.28 per share  (closing  market  price) on
     September  10, 2010, to the Company's  investment  banker,  as a 1% reverse
     business acquisition fee.


(f)  $174,000  reflects $624,090 of total proceeds received [net of related fees
     of $40,000] for the  September  22, 2010 closing under the August 2010 PPM,
     representing  the  issuance of  2,554,193  units,  consisting  of 2,554,193
     shares of common stock and 2,554,193 of each of 5-year and 90-day  warrants
     reduced  by  $450,090  which  had been  received  by March 31,  2010.  This
     $450,090 was part of a total of $501,590  received through June 2010, under
     a prior PPM for which a closing  did not occur,  and is included as private
     placement  subscriptions  received in the liability section of 30DC, Inc.'s
     unaudited  interim  balance  sheet.  Pursuant  to  an  agreement  with  the
     subscribers,  the $501,590  became part of the August 2010 PPM. The balance
     of the proceeds of $162,500 represents new investment funds that were being
     held in escrow  pending the Company's  completion  of a successful  reverse
     business acquisition.


(g)  Reflects the issuance of 60,984,000  shares of  Infinity's  common stock to
     the shareholders of 30DC in exchange for 100% of the issued and outstanding
     shares of 30DC (4,620,000) on September 10, 2010.


(h)  Reflects the surrender of 100% of the issued and outstanding shares of 30DC
     (4,620,000) on September 10, 2010.



                                      -55-

<PAGE>
                                   30DC, INC.
                          NOTES TO PRO FORMA CONDENSED
                          COMBINED FINANCIAL STATEMENTS
                                   (UNAUDITED)



          NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                 MARCH 31, 2010

(i)  Reflects the  elimination  of the portion of the  historical  operations of
     Infinity that related to its status as a Business Development  Corporation,
     which operations were  discontinued as of the effective date of the reverse
     business  acquisition.  The  remainder  of  the  historical  operations  of
     Infinity  were  deemed to relate to  maintaining  its  status as a publicly
     traded entity,  comprised  primarily of professional fees and executive and
     board of director compensation, and therefore have not been eliminated.


(j)  Reflects the elimination of Infinity's accumulated deficiency in connection
     with the reverse business acquisition.


(k)  For accounting purposes, 30DC is considered to have acquired Infinity. This
     reflects the allocation of the excess  purchase price over net  liabilities
     assumed of $1,503,860 related to the acquisition of Infinity.
































                                      -56-
<PAGE>
                     NOTES TO UNAUDITED PRO FORMA CONDENSED

                        COMBINED STATEMENT OF OPERATIONS

                    FOR THE NINE MONTHS ENDED MARCH 31, 2010


(1)  Derived from the unaudited  interim  statement of operations of 30DC,  Inc.
     for the nine months ended March 31, 2010.


(2)  Derived from the  unaudited  interim  statements  of operations of Infinity
     Capital Group,  Inc. for various  periods,  included in Forms 10-Q and Form
     10-K,  recast for the nine months ended March 31, 2010, to conform to 30DC,
     Inc.'s June 30 fiscal year end.


(3)  Reflects the  elimination  of the portion of the  historical  operations of
     Infinity that related to its status as a Business Development  Corporation,
     which operations were  discontinued as of the effective date of the reverse
     business  acquisition.  The  remainder  of  the  historical  operations  of
     Infinity  were  deemed to relate to  maintaining  its  status as a publicly
     traded entity,  comprised  primarily of professional fees and executive and
     board of director compensation, and therefore have not been eliminated.


Adjustment (4) is intended to normalize compensation under contract for services
agreements with Marillion Partnership,  Jesselton, Ltd. and 23V Industries, Ltd.
which include  Messrs.  Dale and Carey acting  respectively  as Chief  Executive
Officer and Chief Operating  Officer of the Company and Mr. Raine acting as Vice
President for Business  Development for the period through March 31, 2010, as if
the  contract  for services  agreements  effective  July 2009 had been in effect
during all periods  presented,  to the exclusion of all other  arrangements.  As
bonus payments under the contract for services agreements are not certain,  only
base compensation has been provided for.


(4)  Reflects the reversal of cash bonuses paid to Marillion Partnership and 23V
     Industries, Ltd. totaling $397,908 and $154,014, respectively, plus related
     payroll taxes of $19,721  during the nine months ended March 31, 2010.  For
     the period  beginning July 15, 2009,  30DC's Board of Directors  approved a
     bonus to  Marillion  based  upon the net cash flow of the  Company's  30Day
     Challenge  division  (formerly 30 Day) and a bonus to 23V Industries,  Ltd.
     based  upon the net cash  flow of the  Company's  Immediate  Edge  division
     (formerly  Immediate)  until  such time as 30DC had  completed  a merger or
     public stock listing, which occurred on September 10, 2010.

                                      -57-
<PAGE>



                     NOTES TO UNAUDITED PRO FORMA CONDENSED

                        COMBINED STATEMENT OF OPERATIONS

                    FOR THE NINE MONTHS ENDED MARCH 31, 2010


(5)  The deferred tax asset  recognized  by 30DC for the nine month period ended
     March 31, 2010 is net of a valuation  allowance.  Pro forma adjustments for
     30DC do not  change  the  deferred  tax  asset to be  recognized  after the
     reduction for the valuation allowance.


(6)  The pro forma  adjustment to the number of common shares  outstanding  is a
     direct result of:


         (6a)     The issuance of 60,984,000  shares of Infinity's  common stock
                  to the shareholders of 30DC in exchange for 100% of the issued
                  and outstanding shares of 30DC on September 10, 2010.

         (6b)     The surrender of 100% of the issued and outstanding  shares of
                  30DC, totaling 4,620,000, on September 10, 2010.

The common  shares  issued  have been  reflected  in both the basic and  diluted
earnings per share  calculation  and any warrants or other  dilutive  securities
issued to purchase common stock have not been reflected in the diluted  earnings
per share calculation as the result would be antidilutive.























                                      -58-
<PAGE>
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                        For the Year Ended June 30, 2009


<TABLE>
<CAPTION>

                                                                             Infinity
                                                            30DC, Inc.       Capital         Pro Forma         Pro Forma
                                                             Combined      Group, Inc.      Adjustments        Combined
                                                           -------------   ------------     -------------    -----------
                                                               (1)             (2)
<S>                                                        <C>            <C>               <C>              <C>
REVENUE
 Commissions                                               $     692,601  $           -     $          -     $   692,601
 Subscription revenue                                            774,081              -                -         774,081
 Seminars and mentoring                                          193,352              -                -         193,352
 Investment income                                                     -          2,011           (2,011) 3            -
                                                           -------------   ------------     ------------     -----------

Total revenue                                                  1,660,034          2,011           (2,011)      1,660,034

OPERATING EXPENSES                                             1,243,178        282,865          735,072  4    2,081,249
                                                                                                (179,866) 3
                                                           -------------   ------------     ------------     -----------

Operating income (loss)                                          416,856       (280,854)        (555,206)       (421,215)

OTHER INCOME (EXPENSE)
 Foreign currency loss                                           (17,231)             -                -         (17,231)
 Net realized and change in unrealized gains (losses)                        (1,134,054)       1,134,054  3            -
                                                           -------------   ------------     ------------     -----------
TOTAL OTHER INCOME (EXPENSE)                                     (17,231)    (1,134,054)       1,134,054         (17,231)
                                                           -------------   ------------     ------------     -----------

Income (loss) from continuing operations before                  399,625     (1,414,908)         578,848        (438,446)

Provision (benefit) for income taxes                                   -       (284,090)         284,090  3,5          -
                                                           -------------   ------------     ------------     -----------

Income (loss) from continuing operations before non
recurring charges directly attributable to the transaction $     399,625   $ (1,130,818)    $    294,758     $  (438,446)
                                                           =============   ============     ============     ===========

NET LOSS PER COMMON SHARE
Net income (loss) per common share                         $        0.09   $      (0.17)                     $     (0.01)
                                                           =============   ============                      ===========

Weighted average number of shares outstanding
Basic and diluted                                              4,620,000      6,554,891       (4,620,000)     67,538,891
                                                           =============   ============                      ===========
                                                                                              60,984,000
                                                                                            ============
</TABLE>


                                      -59-
<PAGE>
                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                        COMBINED STATEMENT OF OPERATIONS
                    FOR THE TWELVE MONTHS ENDED JUNE 30, 2009


(1)  Derived from the audited  combined  statement of operations of 30DC,  Inc.,
     30Day  Challenge  and  Immediate  Edge for the twelve months ended June 30,
     2009.


(2)  Derived from the  unaudited  interim  statements  of operations of Infinity
     Capital Group,  Inc. for various  periods,  included in Forms 10-Q and Form
     10-K, recast for the twelve months ended June 30, 2009, to conform to 30DC,
     Inc.'s June 30 fiscal year end.


(3)  Reflects the  elimination  of the portion of the  historical  operations of
     Infinity that related to its status as a Business Development  Corporation,
     which operations were  discontinued as of the effective date of the reverse
     business  acquisition.  The  remainder  of  the  historical  operations  of
     Infinity  were  deemed to relate to  maintaining  its  status as a publicly
     traded entity,  comprised  primarily of professional fees and executive and
     board of director compensation, and therefore have not been eliminated.


Adjustment (4) is intended to normalize compensation under contract for services
agreements with Marillion Partnership,  Jesselton, Ltd. and 23V Industries, Ltd.
which include  Messrs.  Dale and Carey acting  respectively  as Chief  Executive
Officer and Chief Operating  Officer of the Company and Mr. Raine acting as Vice
President  for Business  Development  through March 31, 2010, as if the contract
for  services  agreements  effective  July,  2009 had been in effect  during all
periods presented, to the exclusion of all other arrangements. As bonus payments
under  the  contract  for  services  agreements  are  not  certain,   only  base
compensation has been provided for:


(4)  Reflects the  recording  of base  compensation  to  Marillion  Partnership,
     Jesselton,  Ltd. and 23V Industries,  Ltd. which include  Messrs.  Dale and
     Carey acting  respectively as Chief  Executive  Officer and Chief Operating
     Officer of the Company and Mr. Raine acting as Vice  President for Business
     Development  for the year ended June 30, 2009 of  $250,000,  $200,000,  and
     $250,000,  respectively,  in accordance  with the terms of the contract for
     services agreements effective July, 2009.

(5)  The deferred tax asset  recognized  by 30DC for the nine month period ended
     March 31, 2010 is net of a valuation  allowance.  Pro forma adjustments for
     30DC do not  change  the  deferred  tax  asset to be  recognized  after the
     reduction for the valuation allowance.


                                      -60-
<PAGE>



                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                        COMBINED STATEMENT OF OPERATIONS
                    FOR THE TWELVE MONTHS ENDED JUNE 30, 2009



(6)  The pro forma  adjustment to the number of common shares  outstanding  is a
     direct result of:


         (6a)     The issuance of 60,984,000  shares of Infinity's  common stock
                  to the shareholders of 30DC in exchange for 100% of the issued
                  and outstanding shares of 30DC on September 10, 2010.

         (6b)     The surrender of 100% of the issued and outstanding  shares of
                  30DC, totaling 4,620,000, on September 10, 2010.

The common  shares  issued  have been  reflected  in both the basic and  diluted
earnings per share  calculation  and any warrants or other  dilutive  securities
issued to purchase common stock have not been reflected in the diluted  earnings
per share calculation as the result would be antidilutive.

































                                      -61-
<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.



                             30DC, INC.


                             By:/s/ Theodore A. Greenberg
                             ----------------------------------------------
                             Theodore A. Greenberg, Chief Financial Officer
                             Date: February 25, 2011







































                                      -62-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101.txt
<TEXT>
                                  EXHIBIT 10.1

                          Contractor Services Agreement
                                 by and between
                       30DC, Inc. and Raine Ventures, LLC
                               dated April 1, 2010
<PAGE>


CONTRACT FOR SERVICES - AGREEMENT





30DC, INC.


and


Raine Ventures, LLC







<PAGE>


                                TABLE OF CONTENTS



1.       DEFINITIONS AND INTERPRETATION........................................1

         1.1      DEFINITIONS..................................................1
         1.2      INTERPRETATION...............................................2

2.       ENGAGEMENT............................................................3

         2.1      ENGAGEMENT...................................................3

3.       COMMENCEMENT..........................................................4

4.       REMUNERATION AND REVIEW...............................................4

         4.1      REMUNERATION.................................................4
         4.2      TAX..........................................................4
         4.3      PERFORMANCE BONUS............................................4
         4.4      REVIEW.......................................................4

5.       EXPENSES..............................................................5

         5.1      EXPENSES.....................................................5

6.       CONSULTING SERVICES...................................................5

7.       POLICIES AND PROCEDURES...............................................5

8.       INTELLECTUAL PROPERTY.................................................6

9.       CONFIDENTIALITY.......................................................6

10.      CONFLICT OF INTEREST..................................................7

11.      TERMINATION...........................................................7

         11.1     RESTRICTION ON TERMINATION...................................7
         11.2     BY THE COMPANY WITHOUT NOTICE................................7
         11.3     BY THE COMPANY WITH NOTICE...................................8
         11.4     BY THE CONTRACTOR WITH NOTICE................................8
         11.5     CONSEQUENCES OF TERMINATION..................................8
         11.6     BOARD REACTION TO TERMINATION................................8
         11.7     RETURN OF COMPANY PROPERTY...................................9

12.      REENGAGEMENT..........................................................9

         12.1     REENGAGEMENT.................................................9
         12.2     FURTHER AGREEMENT............................................9

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE............................9

         13.1     DISPUTE......................................................9
         13.2     NOTICE OF DISPUTE............................................9
         13.3     DISPUTE RESOLUTION...........................................9
<PAGE>

14.      NOTICES..............................................................10

15.      GENERAL PROVISIONS...................................................11

         15.1     GOVERNING LAW...............................................11
         15.2     ENTIRE AGREEMENT............................................11
         15.3     NO RELIANCE.................................................11
         15.4     NO WAIVER...................................................11
         15.5     SEVERABILITY................................................11
         15.6     BINDING NATURE..............................................11
         15.7     NO VARIATION................................................11
         15.8     NO ASSIGNMENT...............................................11
         15.9     COUNTERPARTS................................................12
         15.10    EXTENT THAT THE LAW PERMITS.................................12
         15.11    SPECIFIC PERFORMANCE........................................12
         15.12    CUMULATIVE RIGHTS...........................................12

SCHEDULE 13





<PAGE>

CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------


CONTRACT FOR SERVICES AGREEMENT


DATE
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia

                                                                       (COMPANY)

                           RAINE  VENTURES,  LLC  28  Cheswold  Boulevard,  #1C,
                           Newark, DE 19713

                                                                    (CONTRACTOR)


BACKGROUND
--------------------------

                           This contract  supercedes a prior  agreement with 23V
                           Industries,  Ltd.,  as of April 1,  2010,  which  was
                           terminated  by mutual  consent of the  parties.  This
                           Agreement  memorializes the pre existing  contractual
                           relationship   and   formally   sets  the  terms  and
                           conditions between the parties from April 1, 2010 and
                           all prior  understandings  and  agreements  - oral or
                           written are merged  herein.  The parties  acknowledge
                           that the effective date of this Agreement, regardless
                           of the date hereon,  relates back to the inception of
                           the contractual relationship between the parties.

A.                         The Company offers the  Contractor  engagement on the
                           terms and conditions set out in this Agreement.

B.                         The   Contractor   wishes  to  accept  the  offer  of
                           engagement on the terms set out in this Agreement.

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

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP means the  businesses  and  companies  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

                                      -1-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule or such other date as agreed by the parties;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Contractor under this Agreement;

         ENGAGEMENT  COST means the amount set out in Item 4 of the Schedule and
         is made up of a  remuneration  package  including cash payments and non
         cash  payments and benefits  (for the  avoidance of doubt this does not
         include  performance-based  bonuses referred to in clause 4.2) provided
         to  the  Contractor  in  accordance  with  clause  4 and  includes  any
         applicable  taxation  payable  on the  components  of the  remuneration
         package (whether income tax or otherwise);

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups", "Blinko" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

                                      -2-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to time refers to time in Delaware,  United States
                  of America;

         (j)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (k)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (l)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (m)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (n)      expressions  defined  in  Chapter  1 of  the  Law  have  (with
                  necessary modifications) corresponding meanings;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Contractor will:

         (a)      be engaged by the Company,  and will continue to be so engaged
                  for the Term unless the  Engagement  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      provide the services set out in Item 3 of the Schedule to this
                  Agreement; and

         (c)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

                                      -3-
<PAGE>

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Contractor will commence the Engagement on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the Engagement  Cost to the Contractor as
                  remuneration for services under this Agreement.

         (b)      The Engagement  Cost shall be adjusted in accordance with this
                  Agreement.

         (c)      Subject to clause 4.1(d),  the Contractor  will be entitled to
                  receive the Engagement Cost wholly by way of cash or partly by
                  way of cash and  partly by way of such other  benefits  as the
                  Company may lawfully provide, as the Contractor may elect from
                  time to time consistent with the policy of the Company on such
                  matters, provided that the cost to the Company does not exceed
                  the Engagement Cost.

         (d)      The  Engagement  Cost will be paid to the  Contractor by equal
                  monthly  instalments  on the  15th  day of  each  Month  or as
                  otherwise agreed.

         (e)      The Engagement  Cost is compensation to the Contractor for all
                  services  agreed to be provided  under this  Agreement and the
                  Contractor is not entitled to additional payment unless agreed
                  otherwise or as varied under clauses 4.2 and 4.3.

4.2      TAX

         Contractor is an independent  business and shall be solely  responsible
         for making all its own tax  returns and  deductions  with regard to tax
         and national insurance.  The Contractor agrees to indemnify the Company
         in  respect  of any and all  claims  that  may be made by the  relevant
         authorities  against  the  Company  in  respect  of  tax  and  national
         insurance.

4.3      PERFORMANCE BONUS

         In addition to the Engagement  Cost, the Board and the Contractor  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 5 of the
         Schedule.

4.4      REVIEW

         (a)      The Contractor's remuneration will be subject to annual review
                  by the Board having regard to such matters as the quantity and
                  quality  of   services   provided  by  the   Contractor,   the
                  performance of the Company, the performance of the 30DC Group,
                  the  remuneration   available   outside  the  30DC  Group  for
                  contractors with responsibilities and experience equivalent to
                  those of the  Contractor  and the benefits  which have accrued
                  and will accrue to the Company as a result of the provision of
                  the Services.  The Engagement  Cost cannot be reduced  (except
                  with the  consent in writing of the  Contractor).  The Company
                  has the absolute discretion whether to increase the Engagement
                  Cost on review.

         (b)      The Contractor  may, at any time in writing,  request that the
                  Engagement Cost be varied.

                                      -4-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

5.       EXPENSES
--------------------------------------------------------------------------------

5.1      EXPENSES

         The  Company  will   reimburse  the   Contractor   for  all  reasonable
         travelling,   hotel,  entertainment,   telephone,  internet  and  other
         expenses  properly incurred by the Contractor in the performance of the
         Agreement  provided  that the  Contractor  must produce to the Chairman
         such records and receipts  verifying those expenses as the Chairman may
         reasonably  request in  accordance  with the  Company's  policy in this
         regard from time to time.

6.       CONSULTING SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Contractor:

                  (i)      will provide  services  appropriate to this Agreement
                           and in so  doing  must  use its  best  endeavours  to
                           further the  prosperity and enhance the reputation of
                           the Company and the 30DC Group; and

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with that of the 30DC  Group  (for the  avoidance  of
                           doubt  this will not  preclude  the  Contractor  from
                           engaging  subcontractors in the provision of services
                           under this  Agreement) but this will not preclude the
                           Contractor from holding or acquiring not more than 5%
                           of  the  shares  or  securities  of  any  corporation
                           officially listed on any recognised stock exchange or
                           holding  or  acquiring  any real  property  by way of
                           passive   personal   investment   which   holding  or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      In addition to the above provisions the Contractor must:

                  (i)      provide  advice and  services  to the Company and the
                           30DC Group faithfully, efficiently and diligently and
                           exercise all due care and skill in the performance of
                           the Contractor's services under this Agreement;

                  (ii)     refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iii)    not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business; and

                  (iv)     keep  confidential all raw data and trade secrets the
                           Contractor  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group.

         (c)      Where appropriate, the Contractor may be required to undertake
                  training as arranged  by, and paid for by, the Company and the
                  30DC Group to better  understand  the  business of the Company
                  and the 30DC Group.

         (d)      Each of the Company and the  Contractor  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The  Contractor  acknowledges  that the  Company,  in order to
                  comply with its legal obligations and best practice, will from
                  time to time introduce  policies and  procedures  with respect

                                      -5-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

                  to, for example,  workplace surveillance  (including email and
                  internet   usage),   anti-discrimination,   equal   engagement
                  opportunity and occupational health and safety.

         (b)      The  Contractor  agrees to become  familiar with such policies
                  and  procedures  and,  insofar  as  the  carrying  out  of the
                  services by the  Contractor  will affect the  carrying  out of
                  those   policies  and   procedures  by  the  Company  and  its
                  employees, will not do anything which would result in a breach
                  of such policies and procedures.

         (c)      Subject to (b) these  polices and  procedures do not form part
                  of this Agreement and are not incorporated  into the terms and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Contractor   may  include   warning  or  termination  of  this
                  Agreement under clause 11.2.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed or created by the  Contractor for the purpose of the
                  Engagement  or using the  Company's  resources,  whether  such
                  Intellectual  Property was created  during  business  hours or
                  not,  will  vest  in  the  Company  upon  creation,   and  the
                  Contractor  will have no claim to or interest of any nature in
                  such Intellectual Property, unless otherwise agreed in writing
                  by the Contractor and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Contractor  shall assign to the Company all present and future
                  rights in relation to any Intellectual  Property  developed or
                  created in the manner described in clause 8(a).

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Contractor,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Contractor must do all things  necessary to give effect to
                  this assignment.

         (e)      It is  acknowledged  by the Company  that the  Contractor  has
                  developed  or  created  intellectual  property  prior  to this
                  Agreement and may in the future develop or create intellectual
                  property  neither for the purpose of the  Engagement nor using
                  the Company's  resources including but not limited to patents,
                  software, services, online marketing tools, and techniques for
                  the  arrangement  of software and online  marketing  tools and
                  services  and that  this  intellectual  property  shall at all
                  times be and remain the property of the Contractor.

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Contractor must not, except:

                  (i)      in the proper course of providing services;

                  (ii)     as may be required by law; or

                                      -6-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------


                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Contractor  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which the  Contractor may become  possessed  whilst engaged in
                  any way whatsoever by the Company (collectively referred to as
                  the CONFIDENTIAL INFORMATION).

         (b)      The Contractor must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Engagement,  the  Contractor  must  use its  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Contractor  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Contractor acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Contractor  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Contractor must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may  conflict  with its  provision of
                  services  under this  Agreement  or with the  business  of the
                  Company and the 30DC Group.

         (b)      The  Contractor  must not  engage in  activities  outside  the
                  Engagement where:

                  (i)      the Contractor's involvement in such activities would
                           adversely affect its provision of services under this
                           Agreement;

                  (ii)     the Contractor's involvement in such activities would
                           result in a conflict of interest;

                  (iii)    Company  property  or  resources  are  used  for such
                           activities without express permission of the Board.

11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 15 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Engagement  for
                  reasons  specified  in  this  clause,  it may do so by  giving


                                      -7-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

                  notice   effective   forthwith  and  without  payment  of  any
                  remuneration,  allowances or  incentives of any nature,  other
                  than  as  accrued  to the  date  of  termination.  Termination
                  without   notice   may  occur  in   circumstances   where  the
                  Contractor:

                  (i)      fails  to  provide  services  or  becomes  unable  to
                           provide  the  services  under  this  Agreement  for a
                           period  of not  less  than one  Month or any  periods
                           aggregating  not less than one Month in any period of
                           12 Months;

                  (ii)     is guilty of any serious or wilful misconduct; or

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Contractor,  the  Company  or  the  30DC  Group  into
                           serious disrepute.

                  (iv)     wilfully violates U.S. securities laws.

11.3     BY THE COMPANY WITH NOTICE

         After the initial 15 month restriction on termination,  the Company may
         terminate the  Engagement  at any time by giving six Months'  notice in
         writing to the Contractor.

11.4     BY THE CONTRACTOR WITH NOTICE

          After the initial 15 month restriction on termination,  the Contractor
         may terminate the Engagement by giving six Months' notice in writing to
         the Company.  If the  Contractor  does not give the required  period of
         notice  then  the  Company  may  withhold   money   equivalent  to  the
         Contractor's  remuneration  for the shortfall in the required period of
         notice,  on the basis that amount be forfeited by the Contractor to the
         Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Contractor or the Company gives notice of termination
         of the  Engagement,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do either
         of (a) or (b) below:

         (a)      pay the  Contractor  a lump sum equal to at least the total of
                  all amounts that, if the  Engagement  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Contractor  because  of  the
                  Engagement continuing during that period. If the Company makes
                  that payment then the  Engagement  terminates on tender by the
                  Company to the Contractor of that lump sum; or

         (b)      require the  Contractor to no longer  provide  services to the
                  Company (for the balance of the period of the notice).

         (c)      For the avoidance of doubt, termination notice also terminates
                  the   officer's   position   on  the  date   thereof   without
                  resignation.

11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Contractor  gives the other
         notice of termination of the Engagement,  the Board will immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  contractor  to provide the services  that
                  were being carried out by the Contractor  immediately prior to
                  the date upon which any such notice of  termination  is given;
                  and

         (b)      require  the  Contractor  to assist any  contractor  or person
                  appointed  to  provide  the  services  as the  Board  may deem
                  necessary  and for such period  within the six Month period of
                  notice  as the  Board  may  determine  to  ensure  an  orderly
                  handover  of the  Contractor's  services  to  the  replacement
                  provider.

                                      -8-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

11.7     RETURN OF COMPANY PROPERTY

         The Contractor  expressly  covenants that it shall immediately upon the
         termination   of  the   Engagement   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in its
         possession  or under its control and the  Contractor  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by them.

12.      Reengagement
--------------------------------------------------------------------------------

12.1     REENGAGEMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Contractor  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Contractor  shall be
                  re-engaged for a further term, and if so, on the terms for re-
                  engagement; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of the Term of their  decision  regarding re-
                  engagement pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         (a)      Upon agreement in relation to re- engagement of the Contractor
                  in accordance with this clause 12 the Contractor shall enter a
                  further   agreement  on  termination  or  completion  of  this
                  Agreement;

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

                                      -9-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         the parties must mediate the Dispute in  accordance  with the mediation
         rules of the State of Delaware and the mediator will be selected by the
         Superior Court of Delaware from the Superior Court's Mediator's List.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Contractor:

                   Address:        Raine Ventures, LLC of
                                   28 Cheswold Boulevard, #1C
                                   Newark, DE 19713

                   Email:          danraine@gmail.com
                   Attention:      Dan Raine


         If to the Company:

                   Address:        30DC, INC.
                                   69 Ardmillan Road
                                   Moonee Ponds  VIC  3039
                                   AUSTRALIA

                   Email:          eddale@mac.com
                   Attention:      Ed Dale

                                      -10-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This  Agreement is governed by the laws of Delaware,  United  States of
         America.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO RELIANCE

         The  Contractor  acknowledges  that it has entered into this  Agreement
         without relying on any representation by the Company.

15.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

15.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.8     NO ASSIGNMENT

         The Contractor may not without the prior written consent of the Company
         assign or encumber all or any part of its rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   entity  to  assume  the
         Contractor's obligations under this Agreement.

15.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

                                      -11-
<PAGE>

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.













































                                      -12-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

                                    SCHEDULE


ITEM 1                            1st  April 2010
Commencement Date

ITEM 2                            The period of 27 months from the Commencement
Term                              Date

ITEM 3                            The services to be supplied by Contractor are:
Services to be supplied
                           1.     web development;

                           2.     web design;

                           3.     copywriting;

                           4.     website administration;

                           5.     to make  available  Mr.  Dan Raine to act as
                                  Vice  President of Business  Development  of
                                  the  Company  and  Manager of the  Immediate
                                  Edge division as approved and subject to the
                                  direction  and  requirements  of  the  Chief
                                  Executive   Officer   and   the   Board   of
                                  Directors; and

                           6.     any other  services  the  parties  may agree
                                  upon from time to time.



ITEM 4                            US$250,000 PER ANNUM
Engagement Cost

ITEM 5
Performance Bonus          If the  revenue  of the 30DC Group in any year of the
                           Engagement  calculated from the Commencement  Date is
                           doubled,  the Company  shall issue to the  Contractor
                           that number of shares in the Company  comprising  50%
                           of the Engagement Cost.

                           The Contractor will be entitled to participate in any
                           stock  option plan  adopted by the Company on listing
                           on the OTC Bulletin Board.

                           The  Contractor   will  be  entitled  to  other  such
                           benefits  and  incentive  payments,  as may be deemed
                           appropriate by the Company and the 30DC Group.













                                      -13-
<PAGE>

CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------


EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )


........................................   ......................................
Secretary/Director                        Director

........................................   ......................................
Name (please Print)                       Name (please Print)




SIGNED by Raine Ventures, LLC in                      )
the presence of:                                      )




........................................   ......................................
Signature of Witness                      MANAGING MEMBER RAINE VENTURES, LLC

........................................   ......................................
(Print) Name of Witness                   Name (Please Print)























                                      -14-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex102.txt
<TEXT>
                                  EXHIBIT 10.2

                          Contractor Services Agreement
                                 by and between
                      30DC, Inc. and Marillion Partnership
                               dated July 1, 2009
<PAGE>


CONTRACT FOR SERVICES - AGREEMENT


30DC, INC.


and


MARILLION PARTNERSHIP







<PAGE>

                                TABLE OF CONTENTS



1.       DEFINITIONS AND INTERPRETATION........................................1

         1.1      DEFINITIONS..................................................1
         1.2      INTERPRETATION...............................................2

2.       ENGAGEMENT............................................................3

         2.1      ENGAGEMENT...................................................3

3.       COMMENCEMENT..........................................................4

4.       REMUNERATION AND REVIEW...............................................4

         4.1      REMUNERATION.................................................4
         4.2      TAX..........................................................4
         4.3      PERFORMANCE BONUS............................................4
         4.4      REVIEW.......................................................4

5.       EXPENSES..............................................................5

         5.1      EXPENSES.....................................................5

6.       CONSULTING SERVICES...................................................5

7.       POLICIES AND PROCEDURES...............................................6

8.       INTELLECTUAL PROPERTY.................................................6

9.       CONFIDENTIALITY.......................................................7

10.      CONFLICT OF INTEREST..................................................7

11.      TERMINATION...........................................................8

         11.1     RESTRICTION ON TERMINATION...................................8
         11.2     BY THE COMPANY WITHOUT NOTICE................................8
         11.3     BY THE COMPANY WITH NOTICE...................................8
         11.4     BY THE CONTRACTOR WITH NOTICE................................8
         11.5     CONSEQUENCES OF TERMINATION..................................8
         11.6     BOARD REACTION TO TERMINATION................................9
         11.7     RETURN OF COMPANY PROPERTY...................................9

12.      REENGAGEMENT..........................................................9

         12.1     REENGAGEMENT.................................................9
         12.2     FURTHER AGREEMENT............................................9

<PAGE>

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE...........................10

         13.1     DISPUTE.....................................................10
         13.2     NOTICE OF DISPUTE...........................................10
         13.3     DISPUTE RESOLUTION..........................................10

14.      NOTICES..............................................................10

15.      GENERAL PROVISIONS...................................................11

         15.1     GOVERNING LAW...............................................11
         15.2     ENTIRE AGREEMENT............................................11
         15.3     NO RELIANCE.................................................11
         15.4     NO WAIVER...................................................12
         15.5     SEVERABILITY................................................12
         15.6     BINDING NATURE..............................................12
         15.7     NO VARIATION................................................12
         15.8     NO ASSIGNMENT...............................................12
         15.9     COUNTERPARTS................................................12
         15.10    EXTENT THAT THE LAW PERMITS.................................12
         15.11    SPECIFIC PERFORMANCE........................................12
         15.12    CUMULATIVE RIGHTS...........................................12

SCHEDULE 13





<PAGE>

CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------



CONTRACT FOR SERVICES AGREEMENT


DATE
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia


                                                                       (COMPANY)

                           MARILLION  PARTNERSHIP of 69 Ardmillan  Road,  Moonee
                           Ponds, Victoria, Australia


                                                                    (CONTRACTOR)


BACKGROUND
--------------------------

                           This   Agreement   memorializes   the  pre   existing
                           contractual  relationship and formally sets the terms
                           and conditions  between the parties from July 1, 2009
                           and all prior understandings and agreements - oral or
                           written are merged  herein.  The parties  acknowledge
                           that the effective date of this Agreement, regardless
                           of the date hereon,  relates back to the inception of
                           the contractual relationship between the parties.
A.
                           The Company offers the  Contractor  engagement on the
                           terms and conditions set out in this Agreement.

B.                         The   Contractor   wishes  to  accept  the  offer  of
                           engagement on the terms set out in this Agreement.

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

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP means the  businesses  and  companies  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

                                      -1-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule or such other date as agreed by the parties;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Contractor under this Agreement;

         ENGAGEMENT  COST means the amount set out in Item 4 of the Schedule and
         is made up of a  remuneration  package  including cash payments and non
         cash  payments and benefits  (for the  avoidance of doubt this does not
         include  performance-based  bonuses referred to in clause 4.2) provided
         to  the  Contractor  in  accordance  with  clause  4 and  includes  any
         applicable  taxation  payable  on the  components  of the  remuneration
         package (whether income tax or otherwise);

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups", "Blinko" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

                                      -2-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      expressions  defined  in  Chapter  1 of  the  Law  have  (with
                  necessary modifications) corresponding meanings;

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (q)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Contractor will:

         (a)      be engaged by the Company,  and will continue to be so engaged
                  for the Term unless the  Engagement  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      provide the services set out in Item 3 of the Schedule to this
                  Agreement; and

                                      -3-
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         (c)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

         (d)      assist the  Company as may be  required by the Board from time
                  to time consistent with this Agreement; and

         (e)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Contractor will commence the Engagement on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the Engagement  Cost to the Contractor as
                  remuneration for services under this Agreement.

         (b)      The Engagement  Cost shall be adjusted in accordance with this
                  Agreement.

         (c)      Subject to clause 4.1(d),  the Contractor  will be entitled to
                  receive the Engagement Cost wholly by way of cash or partly by
                  way of cash and  partly by way of such other  benefits  as the
                  Company may lawfully provide, as the Contractor may elect from
                  time to time consistent with the policy of the Company on such
                  matters, provided that the cost to the Company does not exceed
                  the Engagement Cost.

         (d)      The  Engagement  Cost will be paid to the  Contractor by equal
                  monthly  instalments  on the  15th  day of  each  Month  or as
                  otherwise agreed.

         (e)      The Engagement  Cost is compensation to the Contractor for all
                  services  agreed to be provided  under this  Agreement and the
                  Contractor is not entitled to additional payment unless agreed
                  otherwise or as varied under clauses 4.3 and 4.4.

4.2      TAX

         Contractor is an independent  business and shall be solely  responsible
         for making all its own tax returns and  deductions  with regard to tax.
         The  Contractor  agrees to indemnify  the Company in respect of any and
         all claims  that may be made by the  relevant  authorities  against the
         Company in respect of tax.

4.3      PERFORMANCE BONUS

         In addition to the Engagement  Cost, the Board and the Contractor  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 5 of the
         Schedule.

4.4      REVIEW

         (a)      The Contractor's remuneration will be subject to annual review
                  by the Board having regard to such matters as the quantity and
                  quality  of   services   provided  by  the   Contractor,   the
                  performance of the Company, the performance of the 30DC Group,
                  the  remuneration   available   outside  the  30DC  Group  for
                  contractors with responsibilities and experience equivalent to
                  those of the  Contractor  and the benefits  which have accrued
                  and will accrue to the Company as a result of the provision of
                  the Services.  The Engagement  Cost cannot be reduced  (except

                                      -4-
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                  with the  consent in writing of the  Contractor).  The Company
                  has the absolute discretion whether to increase the Engagement
                  Cost on review.

         (b)      The Contractor  may, at any time in writing,  request that the
                  Engagement  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Engagement  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Engagement  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Engagement Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements provided to the Contractor arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Contractor  to  alter  the  terms of the
                  Agreement accordingly.

5.       EXPENSES
--------------------------------------------------------------------------------

5.1      EXPENSES

         The  Company  will   reimburse  the   Contractor   for  all  reasonable
         travelling,   hotel,  entertainment,   telephone,  internet  and  other
         expenses  properly incurred by the Contractor in the performance of the
         Agreement  provided  that the  Contractor  must produce to the Chairman
         such records and receipts  verifying those expenses as the Chairman may
         reasonably  request in  accordance  with the  Company's  policy in this
         regard from time to time.

6.       CONSULTING SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Contractor:

                  (i)      will provide  services  appropriate to this Agreement
                           and in so  doing  must  use its  best  endeavours  to
                           further the  prosperity and enhance the reputation of
                           the Company and the 30DC Group; and

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with that of the 30DC  Group  (for the  avoidance  of
                           doubt  this will not  preclude  the  Contractor  from
                           engaging  subcontractors in the provision of services
                           under this  Agreement) but this will not preclude the
                           Contractor from holding or acquiring not more than 5%
                           of  the  shares  or  securities  of  any  corporation
                           officially listed on any recognised stock exchange or
                           holding  or  acquiring  any real  property  by way of
                           passive   personal   investment   which   holding  or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      In addition to the above provisions the Contractor must:

                  (i)      provide  advice and  services  to the Company and the
                           30DC Group faithfully, efficiently and diligently and
                           exercise all due care and skill in the performance of
                           the Contractor's services under this Agreement;

                  (ii)     refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iii)    not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business; and

                                      -5-
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                  (iv)     keep  confidential all raw data and trade secrets the
                           Contractor  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group.

         (c)      Where appropriate, the Contractor may be required to undertake
                  training as arranged  by, and paid for by, the Company and the
                  30DC Group to better  understand  the  business of the Company
                  and the 30DC Group.

         (d)      Each of the Company and the  Contractor  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The  Contractor  acknowledges  that the  Company,  in order to
                  comply with its legal obligations and best practice, will from
                  time to time introduce  policies and  procedures  with respect
                  to, for example,  workplace surveillance  (including email and
                  internet   usage),   anti-discrimination,   equal   engagement
                  opportunity and occupational health and safety.

         (b)      The  Contractor  agrees to become  familiar with such policies
                  and  procedures  and,  insofar  as  the  carrying  out  of the
                  services by the  Contractor  will affect the  carrying  out of
                  those   policies  and   procedures  by  the  Company  and  its
                  employees, will not do anything which would result in a breach
                  of such policies and procedures.

         (c)      Subject to (b) these  polices and  procedures do not form part
                  of this Agreement and are not incorporated  into the terms and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Contractor   may  include   warning  or  termination  of  this
                  Agreement under clause 11.2.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed or created by the  Contractor for the purpose of the
                  Engagement  or using the  Company's  resources,  whether  such
                  Intellectual  Property was created  during  business  hours or
                  not,  will  vest  in  the  Company  upon  creation,   and  the
                  Contractor  will have no claim to or interest of any nature in
                  such Intellectual Property, unless otherwise agreed in writing
                  by the Contractor and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Contractor  shall assign to the Company all present and future
                  rights in relation to any Intellectual  Property  developed or
                  created in the manner described in clause 8(a).

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Contractor,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Contractor must do all things  necessary to give effect to
                  this assignment.

                                      -6-
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         (e)      The  Contractor  gives  consent to the Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Engagement,   which  would  otherwise  be  an
                  infringement of the Contractor's  moral rights in the relevant
                  work.

         (f)      It is  acknowledged  by the Company  that the  Contractor  has
                  developed  or  created  intellectual  property  prior  to this
                  Agreement and may in the future develop or create intellectual
                  property  neither for the purpose of the  Engagement nor using
                  the Company's  resources including but not limited to patents,
                  software, services, online marketing tools, and techniques for
                  the  arrangement  of software and online  marketing  tools and
                  services  and that  this  intellectual  property  shall at all
                  times be and remain the property of the Contractor.

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Contractor must not, except:

                  (i)      in the proper course of providing services;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Contractor  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which the  Contractor may become  possessed  whilst engaged in
                  any way whatsoever by the Company (collectively referred to as
                  the CONFIDENTIAL INFORMATION).

         (b)      The Contractor must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Engagement,  the  Contractor  must  use its  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Contractor  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Contractor acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Contractor  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Contractor must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may  conflict  with its  provision of
                  services  under this  Agreement  or with the  business  of the
                  Company and the 30DC Group.

                                      -7-
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         (b)      The  Contractor  must not  engage in  activities  outside  the
                  Engagement where:

                  (i)      the Contractor's involvement in such activities would
                           adversely affect its provision of services under this
                           Agreement;

                  (ii)     the Contractor's involvement in such activities would
                           result in a conflict of interest;

                  (iii)    Company  property  or  resources  are  used  for such
                           activities without express permission of the Board.

11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 24 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Engagement  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice   effective   forthwith  and  without  payment  of  any
                  remuneration,  allowances or  incentives of any nature,  other
                  than  as  accrued  to the  date  of  termination.  Termination
                  without   notice   may  occur  in   circumstances   where  the
                  Contractor:

                  (i)      fails  to  provide  services  or  becomes  unable  to
                           provide  the  services  under  this  Agreement  for a
                           period  of not  less  than one  Month or any  periods
                           aggregating  not less than one Month in any period of
                           12 Months;

                  (ii)     is guilty of any serious or wilful misconduct;

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Contractor,  the  Company  or  the  30DC  Group  into
                           serious disrepute; or

                  (iv)     Wilfully violates U.S. securities laws.

11.3     BY THE COMPANY WITH NOTICE

         After the initial 24 month restriction on termination,  the Company may
         terminate the  Engagement  at any time by giving six Months'  notice in
         writing to the Contractor.

11.4     BY THE CONTRACTOR WITH NOTICE

         After the initial 24 month  restriction on termination,  the Contractor
         may terminate the Engagement by giving six Months' notice in writing to
         the Company.  If the  Contractor  does not give the required  period of
         notice  then  the  Company  may  withhold   money   equivalent  to  the
         Contractor's  remuneration  for the shortfall in the required period of
         notice,  on the basis that amount be forfeited by the Contractor to the
         Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Contractor or the Company gives notice of termination
         of the  Engagement,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do either
         of (a) or (b) below:

         (a)      pay the  Contractor  a lump sum equal to at least the total of
                  all amounts that, if the  Engagement  had continued  until the
                  end of the required  period of notice,  the Company would have

                                      -8-
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CONTRACT FOR SERVICES AGREEMENT
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                  become  liable  to  pay  to  the  Contractor  because  of  the
                  Engagement continuing during that period. If the Company makes
                  that payment then the  Engagement  terminates on tender by the
                  Company to the Contractor of that lump sum; or

         (b)      require the  Contractor to no longer  provide  services to the
                  Company (for the balance of the period of the notice).

         (c)      For the avoidance of doubt, termination notice also terminates
                  the   officer's   position   on  the  date   thereof   without
                  resignation.

11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Contractor  gives the other
         notice of termination of the Engagement,  the Board will immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  contractor  to provide the services  that
                  were being carried out by the Contractor  immediately prior to
                  the date upon which any such notice of  termination  is given;
                  and

         (b)      require  the  Contractor  to assist any  contractor  or person
                  appointed  to  provide  the  services  as the  Board  may deem
                  necessary  and for such period  within the six Month period of
                  notice  as the  Board  may  determine  to  ensure  an  orderly
                  handover  of the  Contractor's  services  to  the  replacement
                  provider.

11.7     RETURN OF COMPANY PROPERTY

         The Contractor  expressly  covenants that it shall immediately upon the
         termination   of  the   Engagement   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in its
         possession  or under its control and the  Contractor  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by them.

12.      Reengagement
--------------------------------------------------------------------------------

12.1     REENGAGEMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Contractor  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Contractor  shall be
                  re-engaged for a further term, and if so, on the terms for re-
                  engagement; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of the Term of their  decision  regarding re-
                  engagement pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         (a)      Upon agreement in relation to re- engagement of the Contractor
                  in accordance with this clause 12 the Contractor shall enter a
                  further   agreement  on  termination  or  completion  of  this
                  Agreement;

                                      -9-
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13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

         the parties must mediate the Dispute in  accordance  with the mediation
         rules of the State of Delaware and the mediator will be selected by the
         Superior Court of Delaware from the Superior Court's Mediator's List.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

                                      -10-
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         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Contractor:

                   Address:            Marillion Partnership
                                       69 Ardmillan Road
                                       Moonee Ponds, Victoria 3039
                                       Australia

                   Email:              eddale@mac.com
                   Attention:          Edward Dale


         If to the Company:

                   Address:            30DC, INC.
                                       69 Ardmillan Road
                                       Moonee Ponds  VIC  3039
                                       AUSTRALIA

                   Email:              randall.ewens@corporatelogic.com.au
                   Attention:          Randall Ewens

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This  Agreement is governed by the laws of Delaware,  United  States of
         America.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO RELIANCE

         The  Contractor  acknowledges  that it has entered into this  Agreement
         without relying on any representation by the Company.

                                      -11-
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15.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

15.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.8     NO ASSIGNMENT

         The Contractor may not without the prior written consent of the Company
         assign or encumber all or any part of its rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   entity  to  assume  the
         Contractor's obligations under this Agreement.

15.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.




                                      -12-
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                                    SCHEDULE


ITEM 1                            1st  July 2009
Commencement Date

ITEM 2                            The period of three years from the
Term                              Commencement Date

ITEM 3                            The services to be supplied by Contractor are:
Services to be supplied
                                  1.       web development;

                                  2.       web design;

                                  3.       copywriting;

                                  4.       website administration;

                                  5.       facilitating    Company    customer
                                           transactions  through  Contractor's
                                           PayPal    and    other    financial
                                           accounts;

                                  6.       to make available Mr Edward Dale to
                                           act as Chief Executive  Officer and
                                           President  of the  Company  for the
                                           purpose of leading the  business of
                                           the Company as approved and subject
                                           to the direction  and  requirements
                                           of the Board of Directors; and

                                  7.       any other  services the parties may
                                           agree upon from time to time.



ITEM 4                              US$250,000 PER ANNUM
Engagement Cost

ITEM 5
Performance Bonus                   If the revenue of the 30DC Group in any year
                                    of  the  Engagement   calculated   from  the
                                    Commencement  Date is  doubled,  the Company
                                    shall issue to the Contractor that number of
                                    shares in the Company  comprising 50% of the
                                    Engagement Cost.

                                    The   Contractor   will   be   entitled   to
                                    participate in any stock option plan adopted
                                    by  the   Company  on  listing  on  the  OTC
                                    Bulletin Board.

                                    The  Contractor  will be  entitled  to other
                                    such benefits and incentive payments, as may
                                    be deemed appropriate by the Company and the
                                    30DC Group.



                                      -13-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )


.....................................      .....................................
Secretary/Director                        Director

.....................................      .....................................
Name (please Print)                       Name (please Print)




SIGNED by MARILLION PARTNERSHIP                       )
in the presence of:                                   )




.....................................       ....................................
Signature of Witness                      Signature of MARILLION PARTNERSHIP

.....................................      .....................................
(Print) Name of Witness                   Address


















                                      -14-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex103.txt
<TEXT>

                                  EXHIBIT 10.3

                          Contractor Services Agreement
                                 by and between
                        30DC, Inc. and Jesselton Limited
                               dated July 1, 2009
<PAGE>



CONTRACT FOR SERVICES - AGREEMENT




30DC, INC.


and


JESSELTON LIMITED







<PAGE>

                                TABLE OF CONTENTS


1.       DEFINITIONS AND INTERPRETATION........................................1

         1.1      DEFINITIONS..................................................1
         1.2      INTERPRETATION...............................................2

2.       ENGAGEMENT............................................................3

         2.1      ENGAGEMENT...................................................3

3.       COMMENCEMENT..........................................................4

4.       REMUNERATION AND REVIEW...............................................4

         4.1      REMUNERATION.................................................4
         4.2      TAX..........................................................4
         4.3      PERFORMANCE BONUS............................................4
         4.4      REVIEW.......................................................4

5.       EXPENSES..............................................................5

         5.1      EXPENSES.....................................................5

6.       CONSULTING SERVICES...................................................5

7.       POLICIES AND PROCEDURES...............................................6

8.       INTELLECTUAL PROPERTY.................................................6

9.       CONFIDENTIALITY.......................................................7

10.      CONFLICT OF INTEREST..................................................7

11.      TERMINATION...........................................................8

         11.1     RESTRICTION ON TERMINATION...................................8
         11.2     BY THE COMPANY WITHOUT NOTICE................................8
         11.3     BY THE COMPANY WITH NOTICE...................................8
         11.4     BY THE CONTRACTOR WITH NOTICE................................8
         11.5     CONSEQUENCES OF TERMINATION..................................8
         11.6     BOARD REACTION TO TERMINATION................................9
         11.7     RETURN OF COMPANY PROPERTY...................................9

12.      REENGAGEMENT..........................................................9

         12.1     REENGAGEMENT.................................................9
         12.2     FURTHER AGREEMENT............................................9

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE............................9

         13.1     DISPUTE......................................................9
         13.2     NOTICE OF DISPUTE...........................................10
         13.3     DISPUTE RESOLUTION..........................................10
<PAGE>

14.      NOTICES..............................................................10

15.      GENERAL PROVISIONS...................................................11

         15.1     GOVERNING LAW...............................................11
         15.2     ENTIRE AGREEMENT............................................11
         15.3     NO RELIANCE.................................................11
         15.4     NO WAIVER...................................................11
         15.5     SEVERABILITY................................................12
         15.6     BINDING NATURE..............................................12
         15.7     NO VARIATION................................................12
         15.8     NO ASSIGNMENT...............................................12
         15.9     COUNTERPARTS................................................12
         15.10    EXTENT THAT THE LAW PERMITS.................................12
         15.11    SPECIFIC PERFORMANCE........................................12
         15.12    CUMULATIVE RIGHTS...........................................12

SCHEDULE 13





<PAGE>

CONTRACT FOR SERVICES AGREEMENT


DATE
--------------------------

PARTIES
--------------------------

                           30DC,  INC.  of  69  Ardmillan  Road,  Moonee  Ponds,
                           Victoria, Australia

                                                                       (COMPANY)

                           JESSELTON  LIMITED c/o Oneworld Ltd,  Global Business
                           Services,   Attention  Maria  Zarkos,   75  Prodromou
                           Avenue,   Oneworld  Parkview  House,  PO  Box  25207,
                           Nicosia 1307, Cyprus

                                                                    (CONTRACTOR)

BACKGROUND
--------------------------

                           This   Agreement   memorializes   the  pre   existing
                           contractual  relationship and formally sets the terms
                           and conditions  between the parties from July 1, 2009
                           and all prior understandings and agreements - oral or
                           written are merged  herein.  The parties  acknowledge
                           that the effective date of this Agreement, regardless
                           of the date hereon,  relates back to the inception of
                           the contractual relationship between the parties.
A.
                           The Company offers the  Contractor  engagement on the
                           terms and conditions set out in this Agreement.

B.                         The   Contractor   wishes  to  accept  the  offer  of
                           engagement on the terms set out in this Agreement.

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

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP means the  businesses  and  companies  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

                                      -1-
<PAGE>

CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule or such other date as agreed by the parties;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Contractor under this Agreement;

         ENGAGEMENT  COST means the amount set out in Item 4 of the Schedule and
         is made up of a  remuneration  package  including cash payments and non
         cash  payments and benefits  (for the  avoidance of doubt this does not
         include  performance-based  bonuses referred to in clause 4.2) provided
         to  the  Contractor  in  accordance  with  clause  4 and  includes  any
         applicable  taxation  payable  on the  components  of the  remuneration
         package (whether income tax or otherwise);

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups", "Blinko" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to AUSTRALIAN  DOLLARS or AUD or A$ is a reference
                  to the lawful tender of the Commonwealth of Australia;

         (j)      a reference to time refers to time in Delaware,  United States
                  of America;

         (k)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (l)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (m)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (n)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Contractor will:

         (a)      be engaged by the Company,  and will continue to be so engaged
                  for the Term unless the  Engagement  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      perform the Engagement at such places as the parties agree;

         (c)      assist  the  Company  under  this   Agreement  with  planning,
                  directing  and  controlling  the  operations of the Company in
                  line with the strategy  agreed by the Board and in  accordance
                  with any  authority  delegated by the Board from time to time.
                  The  Contractor's key areas of  responsibility  are set out in
                  Item 3 of the Schedule to this Agreement;

                                      -3-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (d)      assist the  Company as may be  required by the Board from time
                  to time consistent with this Agreement; and

         (e)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Contractor will commence the Engagement on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the Engagement  Cost to the Contractor as
                  remuneration for services under this Agreement.

         (b)      The Engagement  Cost shall be adjusted in accordance with this
                  Agreement.

         (c)      Subject to clause 4.1(d),  the Contractor  will be entitled to
                  receive the Engagement Cost wholly by way of cash or partly by
                  way of cash and  partly by way of such other  benefits  as the
                  Company may lawfully provide, as the Contractor may elect from
                  time to time consistent with the policy of the Company on such
                  matters, provided that the cost to the Company does not exceed
                  the Engagement Cost.

         (d)      The  Engagement  Cost will be paid to the  Contractor by equal
                  monthly  instalments  on the  15th  day of  each  Month  or as
                  otherwise agreed.

         (e)      The Engagement  Cost is compensation to the Contractor for all
                  services   provided  under  this   Agreement,   as  such,  the
                  Contractor  is not  entitled to  additional  payment  based on
                  hours worked.

4.2      TAX

         Contractor is an independent  business and shall be solely  responsible
         for making all its own tax returns and  deductions  with regard to tax.
         The  Contractor  agrees to indemnify  the Company in respect of any and
         all claims  that may be made by the  relevant  authorities  against the
         Company in respect of tax.

4.3      PERFORMANCE BONUS

         In addition to the Engagement  Cost, the Board and the Contractor  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 5 of the
         Schedule.

4.4      REVIEW

         (a)      The Contractor's remuneration will be subject to annual review
                  by the Board.  At each  review,  the  Engagement  Cost will be
                  reviewed having regard to such matters as the responsibilities
                  of  the  Contractor,  the  performance  of  the  Company,  the
                  performance  of  the  30DC  Group,   the  performance  of  the
                  Contractor,  the remuneration available outside the 30DC Group
                  for   contractors   with   responsibilities   and   experience
                  equivalent to those of the  Contractor  and the benefits which
                  have  accrued  and will  accrue to the  Contractor  under this
                  Agreement. At each review the Engagement Cost may be increased
                  by such  amount  as the  Board  may  determine  and  any  such
                  increase will take effect on the date determined by the Board.

                                      -4-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (b)      The Contractor  may, at any time in writing,  request that the
                  Engagement  Cost  be  varied.  The  Company  may  after a full
                  investigation  into performance  agree to the variation of the
                  Engagement  Cost  and the  terms  of this  Agreement  shall be
                  altered accordingly.

         (c)      The  Company  shall  not  unreasonably  refuse a  request  for
                  variation of the  Engagement  Cost.  However,  it shall not be
                  unreasonable  for the Company to refuse  such a request  where
                  the request is made  sooner  than six Months  after an earlier
                  agreement has been reached  between the parties in relation to
                  the Engagement Cost.

         (d)      In the event  that  there is a change in the cost of the other
                  entitlements provided to the Contractor arising from any cause
                  whatsoever,   the   Company   shall   have  the  right   after
                  notification  to the  Contractor  to  alter  the  terms of the
                  Agreement accordingly.

5.       EXPENSES
--------------------------------------------------------------------------------

5.1      EXPENSES

         The  Company  will   reimburse  the   Contractor   for  all  reasonable
         travelling,   hotel,  entertainment,   telephone,  internet  and  other
         expenses  properly incurred by the Contractor in the performance of the
         Agreement  provided  that the  Contractor  must produce to the Chairman
         such records and receipts  verifying those expenses as the Chairman may
         reasonably  request in  accordance  with the  Company's  policy in this
         regard from time to time.

6.       CONSULTING SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Contractor:

                  (i)      will provide  services  appropriate to this Agreement
                           and in so  doing  must  use its  best  endeavours  to
                           further the  prosperity and enhance the reputation of
                           the Company and the 30DC Group; and

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with  that  of the  30DC  Group  but  this  will  not
                           preclude the Contractor from holding or acquiring not
                           more  than  5% of the  shares  or  securities  of any
                           corporation officially listed on any recognised stock
                           exchange or holding or acquiring any real property by
                           way of passive  personal  investment which holding or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      In addition to the above provisions the Contractor must:

                  (i)      assist the  Company  and the 30DC  Group  faithfully,
                           efficiently  and diligently and exercise all due care
                           and  skill  in the  performance  of the  Contractor's
                           services under this Agreement;

                  (ii)     refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iii)    not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business; and

                  (iv)     keep  confidential all raw data and trade secrets the
                           Contractor  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group.

                                      -5-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (c)      Where appropriate, the Contractor may be required to undertake
                  training as arranged by the Company and the 30DC Group for the
                  acquisition  of a broader range of skills and  competence  and
                  the better performance of the Contractor's services.

         (d)      Each of the Company and the  Contractor  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The Company, in order to comply with its legal obligations and
                  contractor  engagement  best practice,  will from time to time
                  introduce   policies  and  procedures  with  respect  to,  for
                  example,  workplace surveillance (including email and internet
                  usage), anti-discrimination,  equal engagement opportunity and
                  occupational health and safety.

         (b)      The  Contractor  agrees to become  familiar with such policies
                  and procedures and comply with them.

         (c)      These  polices  and  procedures  do  not  form  part  of  this
                  Agreement  and  are  not  incorporated   into  the  terms  and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Contractor   may  include   warning  or  termination  of  this
                  Agreement.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed  or created by the  Contractor  using the  Company's
                  resources,  on the Company's  premises or in the course of the
                  Engagement,  whether  such  Intellectual  Property was created
                  during  business  hours or not,  will vest in the Company upon
                  creation, and the Contractor will have no claim to or interest
                  of any nature in such Intellectual Property,  unless otherwise
                  agreed in writing by the Contractor and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Contractor  shall assign to the Company all present and future
                  rights in  relation  to  Intellectual  Property  developed  or
                  created by the Contractor  using the Company's  resources,  on
                  the Company's premises or in the course of the Engagement.

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Contractor,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Contractor must do all things  necessary to give effect to
                  this assignment.

         (e)      The  Contractor  gives  consent to the Company for all acts or
                  omissions  (whether occurring before or after the date of this
                  Agreement)  made in  relation to any work  created  during the
                  course  of  the  Engagement,   which  would  otherwise  be  an
                  infringement of the Contractor's  moral rights in the relevant
                  work.
                                      -6-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Contractor must not, except:

                  (i)      in the proper course of providing services;

                  (ii)     as may be required by law; or

                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Contractor  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which the  Contractor may become  possessed  whilst engaged in
                  any way whatsoever by the Company (collectively referred to as
                  the CONFIDENTIAL INFORMATION).

         (b)      The Contractor must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Engagement,  the  Contractor  must  use its  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Contractor  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Contractor acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Contractor  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Contractor must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may  conflict  with its  provision of
                  services  under this  Agreement  or with the  business  of the
                  Company and the 30DC Group.

         (b)      The  Contractor  may,  with the prior  written  consent of the
                  Board, engage in activities outside the Engagement where:

                  (i)      the Contractor's  involvement in such activities does
                           not  affect  its  provision  of  services  under this
                           Agreement;

                  (ii)     there is no conflict of interest;

                  (iii)    there is no inconvenience to the Company; and

                  (iv)     no Company  property or  resources  are used for such
                           activities without express permission of the Board.

                                      -7-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 24 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Engagement  for
                  reasons  specified  in  this  clause,  it may do so by  giving
                  notice   effective   forthwith  and  without  payment  of  any
                  remuneration,  allowances or  incentives of any nature,  other
                  than  as  accrued  to the  date  of  termination.  Termination
                  without   notice   may  occur  in   circumstances   where  the
                  Contractor:

                  (i)      fails  to  provide  services  or  becomes  unable  to
                           provide  the  services  under  this  Agreement  for a
                           period  of not  less  than one  Month or any  periods
                           aggregating  not less than one Month in any period of
                           12 Months;

                  (ii)     is guilty of any serious or wilful misconduct; or

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Contractor,  the  Company  or  the  30DC  Group  into
                           serious disrepute.

                  (iv)     wilfully violates U.S. securities laws.

11.3     BY THE COMPANY WITH NOTICE

         After the initial 24 month restriction on termination,  the Company may
         terminate the  Engagement  at any time by giving six Months'  notice in
         writing to the Contractor.

11.4     BY THE CONTRACTOR WITH NOTICE

          After the initial 24 month restriction on termination,  the Contractor
         may terminate the Engagement by giving six Months' notice in writing to
         the Company.  If the  Contractor  does not give the required  period of
         notice  then  the  Company  may  withhold   money   equivalent  to  the
         Contractor's  remuneration  for the shortfall in the required period of
         notice,  on the basis that amount be forfeited by the Contractor to the
         Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Contractor or the Company gives notice of termination
         of the  Engagement,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do either
         of (a) or (b) below:

         (a)      pay the  Contractor  a lump sum equal to at least the total of
                  all amounts that, if the  Engagement  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Contractor  because  of  the
                  Engagement continuing during that period. If the Company makes
                  that payment then the  Engagement  terminates on tender by the
                  Company to the Contractor of that lump sum; or

         (b)      require the  Contractor to no longer  provide  services to the
                  Company (for the balance of the period of the notice).

         (c)      For the avoidance of doubt, termination notice also terminates
                  the   officer's   position   on  the  date   thereof   without
                  resignation.

                                      -8-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Contractor  gives the other
         notice of termination of the Engagement,  the Board will immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  contractor  to provide the services  that
                  were being carried out by the Contractor  immediately prior to
                  the date upon which any such notice of  termination  is given;
                  and

         (b)      require  the  Contractor  to assist any  contractor  or person
                  appointed  to  provide  the  services  as the  Board  may deem
                  necessary  and for such period  within the six Month period of
                  notice  as the  Board  may  determine  to  ensure  an  orderly
                  handover  of the  Contractor's  services  to  the  replacement
                  provider.

11.7     RETURN OF COMPANY PROPERTY

         The Contractor  expressly  covenants that it shall immediately upon the
         termination   of  the   Engagement   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in its
         possession  or under its control and the  Contractor  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by them.

12.      Reengagement
--------------------------------------------------------------------------------

12.1     REENGAGEMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Contractor  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Contractor  shall be
                  re-engaged for a further term, and if so, on the terms for re-
                  engagement; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of the Term of their  decision  regarding re-
                  engagement pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         (a)      Upon agreement in relation to re- engagement of the Contractor
                  in accordance with this clause 12 the Contractor shall enter a
                  further   agreement  on  termination  or  completion  of  this
                  Agreement;

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

                                      -9-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

         the parties must mediate the Dispute in  accordance  with the mediation
         rules of the  State of  Delaware,  United  States  of  America  and the
         mediator  will be selected by the Superior  Court of  Delaware,  United
         States of America from the Superior Court's Mediator's list.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Contractor:

                   Address:      Jesselton Limited
                                 c/o Oneworld Ltd, Global Business Services,
                                 75 Prodromou Avenue, Oneworld Parkview House,
                                 PO Box 25207, Nicosia 1307, Cyprus

                   Email:        clintoncarey@ozemail.com.au
                   Attention:    Maria Zarkos

                                      -10-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         If to the Company:

                   Address:      30DC, INC.
                                 69 Ardmillan Road
                                 Moonee Ponds  VIC  3039
                                 AUSTRALIA

                   Email:        eddale@mac.com
                   Attention:    Edward Dale

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This Agreement is governed by the laws of the State of Delaware, United
         States of America.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO RELIANCE

         The  Contractor  acknowledges  that it has entered into this  Agreement
         without relying on any representation by the Company.

15.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

                                      -11-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

15.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.8     NO ASSIGNMENT

         The Contractor may not without the prior written consent of the Company
         assign or encumber all or any part of its rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   entity  to  assume  the
         Contractor's obligations under this Agreement.

15.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.




                                      -12-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------


                                    SCHEDULE


ITEM 1                              1st  July 2009
Commencement Date

ITEM 2
Term                                The   period   of  three   years   from  the
                                    Commencement Date

ITEM 3
Key areas of responsibility         The Contractor's key areas of responsibility
                                    will include:

                                    1.       devoting  time and attention to the
                                             business  and to the conduct of the
                                             affairs of the Company and the 30DC
                                             Group, as directed;

                                    2.       using   its  best  and   reasonable
                                             efforts to promote the interests of
                                             the  Company,  the 30DC  Group  and
                                             associated   entities  to  aid  the
                                             profitable operation of the Company
                                             and the 30DC Group;

                                    3.       to make available Mr. Clinton Carey
                                             to act as Chief  Operating  Officer
                                             of  the  Company  as  approved  and
                                             subject   to  the   direction   and
                                             requirements of the Chief Executive
                                             Officer and the Board of Directors;
                                             and

                                    4.       any other  services the parties may
                                             agree upon from time to time.



ITEM 4
Engagement Cost                     US$200,000 PER ANNUM

ITEM 5
Performance Bonus                   If the revenue of the 30DC Group in any year
                                    of  the  Engagement   calculated   from  the
                                    Commencement  Date is  doubled,  the Company
                                    shall issue to the Contractor that number of
                                    shares in the Company  comprising 50% of the
                                    Engagement Cost.


                                    The   Contractor   will   be   entitled   to
                                    participate in any stock option plan adopted
                                    by  the   Company  on  listing  on  the  OTC
                                    Bulletin Board.


                                    The  Contractor  will be  entitled  to other
                                    such benefits and incentive payments, as may
                                    be deemed appropriate by the Company and the
                                    30DC Group.







                                      -13-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------



EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )


...................................       ......................................
Secretary/Director                       Director

...................................       ......................................
Name (please Print)                      Name (please Print)




SIGNED by JESSELTON LIMITED                           )
in the presence of:                                   )




...................................       ......................................
Signature of Witness                     Signature of JESSELTON LIMITED

...................................       ......................................
(Print) Name of Witness                  Address























                                      -14-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex104.txt
<TEXT>

                                  EXHIBIT 10.4

                          Contractor Services Agreement
                                 by and between
                       30DC, Inc. and 23V Industries Ltd.
                               dated July 1, 2009
<PAGE>

CONTRACT FOR SERVICES - AGREEMENT





30DC, INC.


and


23V Industries Ltd







<PAGE>

                                TABLE OF CONTENTS



1.       DEFINITIONS AND INTERPRETATION........................................1

         1.1      DEFINITIONS..................................................1
         1.2      INTERPRETATION...............................................2

2.       ENGAGEMENT............................................................3

         2.1      ENGAGEMENT...................................................3

3.       COMMENCEMENT..........................................................4

4.       REMUNERATION AND REVIEW...............................................4

         4.1      REMUNERATION.................................................4
         4.2      TAX..........................................................4
         4.3      PERFORMANCE BONUS............................................4
         4.4      REVIEW.......................................................4

5.       EXPENSES..............................................................5

         5.1      EXPENSES.....................................................5

6.       CONSULTING SERVICES...................................................5

7.       POLICIES AND PROCEDURES...............................................5

8.       INTELLECTUAL PROPERTY.................................................6

9.       CONFIDENTIALITY.......................................................6

10.      CONFLICT OF INTEREST..................................................7

11.      TERMINATION...........................................................7

         11.1     RESTRICTION ON TERMINATION...................................7
         11.2     BY THE COMPANY WITHOUT NOTICE................................7
         11.3     BY THE COMPANY WITH NOTICE...................................8
         11.4     BY THE CONTRACTOR WITH NOTICE................................8
         11.5     CONSEQUENCES OF TERMINATION..................................8
         11.6     BOARD REACTION TO TERMINATION................................8
         11.7     RETURN OF COMPANY PROPERTY...................................9

12.      REENGAGEMENT..........................................................9

         12.1     REENGAGEMENT.................................................9
         12.2     FURTHER AGREEMENT............................................9

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE............................9

         13.1     DISPUTE......................................................9
         13.2     NOTICE OF DISPUTE............................................9
         13.3     DISPUTE RESOLUTION...........................................9

<PAGE>

14.      NOTICES..............................................................10

15.      GENERAL PROVISIONS...................................................11

         15.1     GOVERNING LAW...............................................11
         15.2     ENTIRE AGREEMENT............................................11
         15.3     NO RELIANCE.................................................11
         15.4     NO WAIVER...................................................11
         15.5     SEVERABILITY................................................11
         15.6     BINDING NATURE..............................................11
         15.7     NO VARIATION................................................11
         15.8     NO ASSIGNMENT...............................................11
         15.9     COUNTERPARTS................................................12
         15.10    EXTENT THAT THE LAW PERMITS.................................12
         15.11    SPECIFIC PERFORMANCE........................................12
         15.12    CUMULATIVE RIGHTS...........................................12

SCHEDULE 13





<PAGE>

CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------


CONTRACT FOR SERVICES AGREEMENT


DATE
--------------------------

PARTIES
--------------------------
                                    30DC,  INC.  of 69  Ardmillan  Road,  Moonee
                                    Ponds, Victoria, Australia

                                                                       (COMPANY)

                                    23V   INDUSTRIES   LTD  of  7  Norman  Road,
                                    Runcorn, Cheshire, United Kingdom, WA7 5PE


                                                                    (CONTRACTOR)


BACKGROUND
--------------------------

                                    This Agreement memorializes the pre existing
                                    contractual  relationship  and formally sets
                                    the terms and conditions between the parties
                                    from    July   1,   2009   and   all   prior
                                    understandings  and  agreements  -  oral  or
                                    written  are  merged  herein.   The  parties
                                    acknowledge  that the effective date of this
                                    Agreement,  regardless  of the date  hereon,
                                    relates   back  to  the   inception  of  the
                                    contractual    relationship    between   the
                                    parties.

A.                                  The Company offers the Contractor engagement
                                    on the terms and  conditions set out in this
                                    Agreement.

B.                                  The Contractor wishes to accept the offer of
                                    engagement  on the  terms  set  out in  this
                                    Agreement.

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

AGREEMENT

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         In this Agreement, unless the context otherwise requires:

         30 DAY CHALLENGE  BUSINESS  means the internet  marketing  business and
         educational program owned and operated by the Company;

         30DC GROUP means the  businesses  and  companies  operating  within the
         Company and includes the 30 Day Challenge Business,  the Immediate Edge
         Business and the Facebook Applications Business;

         AGREEMENT means this agreement, the Schedules and Annexures attached to
         this  agreement  and any  document or  documents  supplemental  to this
         agreement;

                                      -1-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------


         BOARD means the board of  directors  of the  Company,  and includes any
         committee of the Board duly appointed by it;

         BUSINESS  DAY  means a day  which is not a  Saturday,  Sunday or public
         holiday in Delaware, United States of America;

         CHAIRMAN  means the person  appointed  as  Chairman of the Board of the
         Company from time to time;

         COMMENCEMENT  DATE means the commencement date set out in Item 1 of the
         Schedule or such other date as agreed by the parties;

         CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);

         ENGAGEMENT means the engagement of the Contractor under this Agreement;

         ENGAGEMENT  COST means the amount set out in Item 4 of the Schedule and
         is made up of a  remuneration  package  including cash payments and non
         cash  payments and benefits  (for the  avoidance of doubt this does not
         include  performance-based  bonuses referred to in clause 4.2) provided
         to  the  Contractor  in  accordance  with  clause  4 and  includes  any
         applicable  taxation  payable  on the  components  of the  remuneration
         package (whether income tax or otherwise);

         FACEBOOK  APPLICATIONS  BUSINESS  means the business of developing  and
         operating the Facebook  applications:  "Peel a Meal",  "Brimmies  Super
         Cups", "Blinko" and "Pop the Top", owned and operated by the Company;

         IMMEDIATE  EDGE  BUSINESS  means  the  online  education  and  training
         business in internet  marketing and small  business start up, owned and
         operated by the Company;

         INTELLECTUAL PROPERTY means:

         (a)      copyright;

         (b)      all rights  conferred  under statute,  common law or equity in
                  relation to inventions (including patents);

         (c)      registered and unregistered trademarks;

         (d)      registered and unregistered designs;

         (e)      circuit layouts; and

         (f)      all other agreed rights resulting from  intellectual  activity
                  in the industrial and mining fields;

         MONTH means calendar month; and

         TERM means the term set out in Item 2 of the Schedule.

1.2      INTERPRETATION

         In this Agreement, unless the context otherwise requires:

         (a)      the singular includes the plural and vice versa;

         (b)      a reference to gender includes both genders;

         (c)      the word "person" means a natural person and any  association,
                  body or entity whether incorporated or not;

                                      -2-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (d)      headings in this Agreement are for convenience only and do not
                  affect its interpretation or construction;

         (e)      a reference  to writing  includes  any  communication  sent by
                  post, fax or e-mail transmission;

         (f)      where any word or phrase is defined,  any other part of speech
                  or other grammatical form of that word or phrase has a cognate
                  meaning;

         (g)      a  reference  to  any  statute,   proclamation,   rule,  code,
                  regulation or ordinance includes any amendment, consolidation,
                  modification,  re-enactment  or reprint of it or any  statute,
                  proclamation,  rule, code,  regulation or ordinance  replacing
                  it;

         (h)      a reference  to US DOLLARS or USD or US$ is a reference to the
                  lawful tender of the United States of America;

         (i)      a reference to time refers to time in Delaware,  United States
                  of America;

         (j)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (k)      no rule of construction applies to the disadvantage of a party
                  because  this  Agreement is prepared by (or on behalf of) that
                  party;

         (l)      a reference  to any thing is a reference to the whole and each
                  part of it;

         (m)      a  reference  to a group of persons is a  reference  to all of
                  them collectively and to each of them individually;

         (n)      expressions  defined  in  Chapter  1 of  the  Law  have  (with
                  necessary modifications) corresponding meanings;

         (o)      any  direction,   approval,   discretion  or  decision  given,
                  exercised  or made by the Board under this  Agreement  will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable authority given to the Board by the Company to act
                  for and on its behalf; and

         (p)      any  direction,   approval,   discretion  or  decision  given,
                  exercised or made by the Chairman under this Agreement will be
                  deemed to be a  direction,  approval,  discretion  or decision
                  given,  exercised  or  made  by  the  Company  pursuant  to an
                  irrevocable  authority  given to the  Chairman by the Board to
                  act for and on behalf of the Company.

2.       ENGAGEMENT
--------------------------------------------------------------------------------

2.1      ENGAGEMENT

         The Contractor will:

         (a)      be engaged by the Company,  and will continue to be so engaged
                  for the Term unless the  Engagement  is  terminated  by either
                  party in accordance with the terms of this Agreement;

         (b)      provide the services set out in Item 3 of the Schedule to this
                  Agreement; and

         (c)      report to the Board or to such other  persons as the Board may
                  nominate from time to time.

                                      -3-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

3.       COMMENCEMENT
--------------------------------------------------------------------------------

         The Contractor will commence the Engagement on the Commencement Date.

4.       REMUNERATION AND REVIEW
--------------------------------------------------------------------------------

4.1      REMUNERATION

         (a)      The Company will pay the Engagement  Cost to the Contractor as
                  remuneration for services under this Agreement.

         (b)      The Engagement  Cost shall be adjusted in accordance with this
                  Agreement.

         (c)      Subject to clause 4.1(d),  the Contractor  will be entitled to
                  receive the Engagement Cost wholly by way of cash or partly by
                  way of cash and  partly by way of such other  benefits  as the
                  Company may lawfully provide, as the Contractor may elect from
                  time to time consistent with the policy of the Company on such
                  matters, provided that the cost to the Company does not exceed
                  the Engagement Cost.

         (d)      The  Engagement  Cost will be paid to the  Contractor by equal
                  monthly  instalments  on the  15th  day of  each  Month  or as
                  otherwise agreed.

         (e)      The Engagement  Cost is compensation to the Contractor for all
                  services  agreed to be provided  under this  Agreement and the
                  Contractor is not entitled to additional payment unless agreed
                  otherwise or as varied under clauses 4.3 and 4.4.

4.2      TAX

         Contractor is an independent  business and shall be solely  responsible
         for making all its own tax  returns and  deductions  with regard to tax
         and national insurance.  The Contractor agrees to indemnify the Company
         in  respect  of any and all  claims  that  may be made by the  relevant
         authorities  against  the  Company  in  respect  of  tax  and  national
         insurance.

4.3      PERFORMANCE BONUS

         In addition to the Engagement  Cost, the Board and the Contractor  will
         agree upon  milestones for bonus  achievement.  The actual bonus amount
         and the  method  of  payment  will be  determined  by the  Board in its
         absolute  discretion,  details  of  which  are set out in Item 5 of the
         Schedule.

4.4      REVIEW

         (a)      The Contractor's remuneration will be subject to annual review
                  by the Board having regard to such matters as the quantity and
                  quality  of   services   provided  by  the   Contractor,   the
                  performance of the Company, the performance of the 30DC Group,
                  the  remuneration   available   outside  the  30DC  Group  for
                  contractors with responsibilities and experience equivalent to
                  those of the  Contractor  and the benefits  which have accrued
                  and will accrue to the Company as a result of the provision of
                  the Services.  The Engagement  Cost cannot be reduced  (except
                  with the  consent in writing of the  Contractor).  The Company
                  has the absolute discretion whether to increase the Engagement
                  Cost on review.

         (b)      The Contractor  may, at any time in writing,  request that the
                  Engagement Cost be varied.

                                      -4-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

5.       EXPENSES
--------------------------------------------------------------------------------

5.1      EXPENSES

         The  Company  will   reimburse  the   Contractor   for  all  reasonable
         travelling,   hotel,  entertainment,   telephone,  internet  and  other
         expenses  properly incurred by the Contractor in the performance of the
         Agreement  provided  that the  Contractor  must produce to the Chairman
         such records and receipts  verifying those expenses as the Chairman may
         reasonably  request in  accordance  with the  Company's  policy in this
         regard from time to time.

6.       CONSULTING SERVICES
--------------------------------------------------------------------------------

         (a)      During the course of the Engagement, the Contractor:

                  (i)      will provide  services  appropriate to this Agreement
                           and in so  doing  must  use its  best  endeavours  to
                           further the  prosperity and enhance the reputation of
                           the Company and the 30DC Group; and

                  (ii)     must not,  without the prior  written  consent of the
                           Board,   directly   or   indirectly   be  engaged  or
                           interested in any other business  activity  competing
                           with that of the 30DC  Group  (for the  avoidance  of
                           doubt  this will not  preclude  the  Contractor  from
                           engaging  subcontractors in the provision of services
                           under this  Agreement) but this will not preclude the
                           Contractor from holding or acquiring not more than 5%
                           of  the  shares  or  securities  of  any  corporation
                           officially listed on any recognised stock exchange or
                           holding  or  acquiring  any real  property  by way of
                           passive   personal   investment   which   holding  or
                           acquisition  is not  inconsistent  with the intent of
                           the foregoing provisions of this clause.

         (b)      In addition to the above provisions the Contractor must:

                  (i)      provide  advice and  services  to the Company and the
                           30DC Group faithfully, efficiently and diligently and
                           exercise all due care and skill in the performance of
                           the Contractor's services under this Agreement;

                  (ii)     refrain  from  acting or  giving  the  appearance  of
                           acting  contrary to the  interests of the Company and
                           the 30DC Group;

                  (iii)    not solicit or attempt to persuade any clients of the
                           Company and the 30DC Group to use the services of any
                           other business; and

                  (iv)     keep  confidential all raw data and trade secrets the
                           Contractor  acquires  during the Engagement  with the
                           Company  and the 30DC  Group,  including  techniques,
                           product  information,  client  lists  and  any  other
                           information  which is confidential to the Company and
                           the 30DC Group.

         (c)      Where appropriate, the Contractor may be required to undertake
                  training as arranged  by, and paid for by, the Company and the
                  30DC Group to better  understand  the  business of the Company
                  and the 30DC Group.

         (d)      Each of the Company and the  Contractor  will act towards each
                  other  with  respect  to  this   Agreement   and  all  matters
                  incidental to it in good faith.

7.       Policies and procedures
--------------------------------------------------------------------------------

         (a)      The  Contractor  acknowledges  that the  Company,  in order to
                  comply with its legal obligations and best practice, will from
                  time to time introduce  policies and  procedures  with respect

                                      -5-
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

                  to, for example,  workplace surveillance  (including email and
                  internet   usage),   anti-discrimination,   equal   engagement
                  opportunity and occupational health and safety.

         (b)      The  Contractor  agrees to become  familiar with such policies
                  and  procedures  and,  insofar  as  the  carrying  out  of the
                  services by the  Contractor  will affect the  carrying  out of
                  those   policies  and   procedures  by  the  Company  and  its
                  employees, will not do anything which would result in a breach
                  of such policies and procedures.

         (c)      Subject to (b) these  polices and  procedures do not form part
                  of this Agreement and are not incorporated  into the terms and
                  conditions of the Engagement with the Company.

         (d)      A policy or  procedure  introduced  by the Company may contain
                  provisions  to redress  breach of that policy.  Steps taken by
                  the Company to redress  breach of a policy or procedure by the
                  Contractor   may  include   warning  or  termination  of  this
                  Agreement under clause 11.2.

8.       Intellectual Property
--------------------------------------------------------------------------------

         (a)      All rights of any nature in relation to Intellectual  Property
                  developed or created by the  Contractor for the purpose of the
                  Engagement  or using the  Company's  resources,  whether  such
                  Intellectual  Property was created  during  business  hours or
                  not,  will  vest  in  the  Company  upon  creation,   and  the
                  Contractor  will have no claim to or interest of any nature in
                  such Intellectual Property, unless otherwise agreed in writing
                  by the Contractor and the Company.

         (b)      Notwithstanding  clause 8(a), and to the extent possible,  the
                  Contractor  shall assign to the Company all present and future
                  rights in relation to any Intellectual  Property  developed or
                  created in the manner described in clause 8(a).

         (c)      The assignment in clause 8(b) is:

                  (i)      without restriction as to use or territory;

                  (ii)     in perpetuity; and

                  (iii)    effective   without  any   further   payment  to  the
                           Contractor,  whether by way of royalty or  otherwise,
                           in consideration for the assignment.

         (d)      The Contractor must do all things  necessary to give effect to
                  this assignment.

         (e)      It is  acknowledged  by the Company  that the  Contractor  has
                  developed  or  created  intellectual  property  prior  to this
                  Agreement and may in the future develop or create intellectual
                  property  neither for the purpose of the  Engagement nor using
                  the Company's  resources including but not limited to patents,
                  software, services, online marketing tools, and techniques for
                  the  arrangement  of software and online  marketing  tools and
                  services  and that  this  intellectual  property  shall at all
                  times be and remain the property of the Contractor.

9.       CONFIDENTIALITY
--------------------------------------------------------------------------------

         (a)      During the Engagement  and at all times after the  termination
                  of the Engagement, the Contractor must not, except:

                  (i)      in the proper course of providing services;

                  (ii)     as may be required by law; or

                                      -6-
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CONTRACT FOR SERVICES AGREEMENT
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                  (iii)    with the prior consent in writing of the Chairman,

                  divulge or disclose to any other person,  firm or  corporation
                  any  confidential  information  relating to the Company or the
                  30DC Group,  being specifically any raw data,  technology,  or
                  process which is confidential or of a sensitive nature and not
                  already  in the  possession  of the  Contractor  prior  to the
                  Engagement  or in the public  domain,  or any trade secrets of
                  which the  Contractor may become  possessed  whilst engaged in
                  any way whatsoever by the Company (collectively referred to as
                  the CONFIDENTIAL INFORMATION).

         (b)      The Contractor must not use or attempt to use the Confidential
                  Information  in any  manner  which  will  or may  cause  or be
                  calculated  to cause injury or loss to the Company or the 30DC
                  Group.

         (c)      During  the  Engagement,  the  Contractor  must  use its  best
                  endeavours  to prevent the  unauthorised  disclosure of any of
                  the Confidential Information by or to third parties.

         (d)      The provisions of clauses 9(a) and 9(b) of this Agreement will
                  continue to apply after termination of the Engagement  without
                  limitation  in  point  of time  but  will  cease  to  apply to
                  information  or  knowledge  which  may come  into  the  public
                  domain,  other  than  by  breach  by the  Contractor  of  this
                  Agreement.

         (e)      Since any breach of the  provisions of clauses 9(a),  9(b) and
                  9(c)  of  this   Agreement  may  diminish  the  value  of  the
                  Confidential Information, the Contractor acknowledges that the
                  Company,  for itself and on behalf of the 30DC Group,  will be
                  entitled to  equitable  relief,  including  but not limited to
                  injunctive relief and specific performance, without showing or
                  proving  actual  damages  sustained by the Company or the 30DC
                  Group and the Contractor  also  acknowledges  that the Company
                  and the 30DC Group will also be entitled to money damages.

10.      CONFLICT OF INTEREST
--------------------------------------------------------------------------------

         (a)      The Contractor must at the earliest  opportunity,  disclose in
                  writing to the Board any  financial,  legal,  professional  or
                  personal  interest  that may  conflict  with its  provision of
                  services  under this  Agreement  or with the  business  of the
                  Company and the 30DC Group.

         (b)      The  Contractor  must not  engage in  activities  outside  the
                  Engagement where:

                  (i)      the Contractor's involvement in such activities would
                           adversely affect its provision of services under this
                           Agreement;

                  (ii)     the Contractor's involvement in such activities would
                           result in a conflict of interest;

                  (iii)    Company  property  or  resources  are  used  for such
                           activities without express permission of the Board.

11.      TERMINATION
--------------------------------------------------------------------------------

11.1     RESTRICTION ON TERMINATION

         Subject to the  provisions  of clause 11.2,  this  Agreement may not be
         terminated by either party during the 24 Month period commencing on the
         Commencement Date.

11.2     BY THE COMPANY WITHOUT NOTICE

         (a)      Where  the Board  decides  to  terminate  the  Engagement  for
                  reasons  specified  in  this  clause,  it may do so by  giving

                                      -7-
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                  notice   effective   forthwith  and  without  payment  of  any
                  remuneration,  allowances or  incentives of any nature,  other
                  than  as  accrued  to the  date  of  termination.  Termination
                  without   notice   may  occur  in   circumstances   where  the
                  Contractor:

                  (i)      fails  to  provide  services  or  becomes  unable  to
                           provide  the  services  under  this  Agreement  for a
                           period  of not  less  than one  Month or any  periods
                           aggregating  not less than one Month in any period of
                           12 Months;

                  (ii)     is guilty of any serious or wilful misconduct; or

                  (iii)    is charged  with any  criminal  offence  which in the
                           reasonable   opinion   of  the   Board   brings   the
                           Contractor,  the  Company  or  the  30DC  Group  into
                           serious disrepute.

                  (iv)     wilfully violates U.S. securities laws.

11.3     BY THE COMPANY WITH NOTICE

         After the initial 24 month restriction on termination,  the Company may
         terminate the  Engagement  at any time by giving six Months'  notice in
         writing to the Contractor.

11.4     BY THE CONTRACTOR WITH NOTICE

         After the initial 24 month  restriction on termination,  the Contractor
         may terminate the Engagement by giving six Months' notice in writing to
         the Company.  If the  Contractor  does not give the required  period of
         notice  then  the  Company  may  withhold   money   equivalent  to  the
         Contractor's  remuneration  for the shortfall in the required period of
         notice,  on the basis that amount be forfeited by the Contractor to the
         Company.

11.5     CONSEQUENCES OF TERMINATION

         Where either the  Contractor or the Company gives notice of termination
         of the  Engagement,  on the date  that  notice  is given or at any time
         after that during the currency of the notice, the Company may do either
         of (a) or (b) below:

         (a)      pay the  Contractor  a lump sum equal to at least the total of
                  all amounts that, if the  Engagement  had continued  until the
                  end of the required  period of notice,  the Company would have
                  become  liable  to  pay  to  the  Contractor  because  of  the
                  Engagement continuing during that period. If the Company makes
                  that payment then the  Engagement  terminates on tender by the
                  Company to the Contractor of that lump sum; or

         (b)      require the  Contractor to no longer  provide  services to the
                  Company (for the balance of the period of the notice).

         (c)      For the avoidance of doubt, termination notice also terminates
                  the   officer's   position   on  the  date   thereof   without
                  resignation.

11.6     BOARD REACTION TO TERMINATION

         If at any time  either the  Company or the  Contractor  gives the other
         notice of termination of the Engagement,  the Board will immediately be
         entitled to:

         (a)      appoint,  with effect from such date as may be  designated  by
                  the Board,  another  contractor  to provide the services  that
                  were being carried out by the Contractor  immediately prior to
                  the date upon which any such notice of  termination  is given;
                  and

         (b)      require  the  Contractor  to assist any  contractor  or person
                  appointed  to  provide  the  services  as the  Board  may deem
                  necessary  and for such period  within the six Month period of
                  notice  as the  Board  may  determine  to  ensure  an  orderly
                  handover  of the  Contractor's  services  to  the  replacement
                  provider.

                                      -8-
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CONTRACT FOR SERVICES AGREEMENT
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11.7     RETURN OF COMPANY PROPERTY

         The Contractor  expressly  covenants that it shall immediately upon the
         termination   of  the   Engagement   deliver  up  to  the  Company  all
         correspondence,    documentation,   specifications,   papers,   records
         (including  for the  avoidance of doubt all records held in  electronic
         format)  and all other  property  of the 30DC Group which may be in its
         possession  or under its control and the  Contractor  warrants  that no
         copies  of  any  such  correspondence,  documentation,  specifications,
         papers, records or other property shall be retained by them.

12.      Reengagement
--------------------------------------------------------------------------------

12.1     REENGAGEMENT

         Subject to clause 12.2:

         (a)      at least six Months prior to the  expiration of the Term,  the
                  Company  and the  Contractor  shall  confer  with  the view to
                  reaching  agreement  as to  whether  the  Contractor  shall be
                  re-engaged for a further term, and if so, on the terms for re-
                  engagement; and

         (b)      each party  shall  advise the other no later than four  Months
                  (or such other  period as may be agreed in  writing)  prior to
                  the  expiration  of the Term of their  decision  regarding re-
                  engagement pursuant to clause 12.1(a).

12.2     FURTHER AGREEMENT

         (a)      Upon agreement in relation to re- engagement of the Contractor
                  in accordance with this clause 12 the Contractor shall enter a
                  further   agreement  on  termination  or  completion  of  this
                  Agreement;

13.      GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
--------------------------------------------------------------------------------

13.1     DISPUTE

         If any dispute arises out of this Agreement  (DISPUTE),  a party to the
         Agreement must not commence any court or arbitration proceedings unless
         the parties to the Dispute have complied with the following  provisions
         of this  clause 13,  except  where a party seeks  urgent  interlocutory
         relief.

13.2     NOTICE OF DISPUTE

         A party to this Agreement  claiming that a Dispute has arisen out of or
         in relation to this Agreement must give written notice  (NOTICE) to the
         other party to this Agreement specifying the nature of the Dispute.

13.3     DISPUTE RESOLUTION

         If the parties do not agree  within seven days of receipt of the Notice
         (or such further period as agreed in writing by them) as to the:

         (a)      dispute resolution  technique (e.g. expert  determination) and
                  procedures to be adopted;

         (b)      timetable for all steps in those procedures; and

         (c)      selection and compensation of the independent  person required
                  for such technique,

                                      -9-
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CONTRACT FOR SERVICES AGREEMENT
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         the parties must mediate the Dispute in  accordance  with the mediation
         rules of the State of Delaware and the mediator will be selected by the
         Superior Court of Delaware from the Superior Court's Mediator's List.

14.      NOTICES
--------------------------------------------------------------------------------

         (a)      A  party  must  ensure  that a  notice  it  sends  under  this
                  Agreement is in writing.

         (b)      Subject  to the  requirements  for  service  in  any  relevant
                  legislation, a notice is deemed to be given:

                  (i)      if sent by hand, at the time of delivery;

                  (ii)     if  sent  by  facsimile  transmission,  at  the  time
                           recorded on the transmission report;

                  (iii)    if sent  by  e-mail,  subject  to the  sending  party
                           receiving proof of a successful transmission,  on the
                           Business Day it is sent;

                  (iv)     if the notice is sent by prepaid post, seven Business
                           Days after posting; and

                  (v)      if the  notice  is sent  by  registered  mail,  seven
                           Business Days after the sender sends the notice.

         (c)      Clause 14(b)(ii) does not apply if:

                  (i)      the intended  recipient  promptly  informs the sender
                           that the  transmission  was received in an incomplete
                           or garbled form; or

                  (ii)     the  transmission  report of the sender  indicates  a
                           faulty or incomplete transmission.

         (d)      If delivery or receipt is not on a Business  Day or if receipt
                  is later than 5.00 pm,  local  time at the place of  delivery,
                  then the notice is deemed to have been  delivered and received
                  on the next Business Day.

         (e)      Subject  to clause  14(g),  a party  must  address a notice as
                  follows:

         If to the Contractor:

                   Address:         23V Industries Ltd
                                    of 7 Norman Road,
                                    Runcorn, Cheshire, United Kingdom, WA7 5PE

                   Email:           danraine@gmail.com
                   Attention:       Dan Raine


         If to the Company:

                   Address:         30DC, INC.
                                    69 Ardmillan Road
                                    Moonee Ponds  VIC  3039
                                    AUSTRALIA

                   Email:           eddale@mac.com
                   Attention:       Ed Dale

                                      -10-
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CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------

         (f)      A party must  notify the other  party that it has  changed its
                  address.

         (g)      A party must send a notice to the other  party's last notified
                  address.

         (h)      Despite   anything  in  this  clause  14,  a  party  does  not
                  effectively  send a  notice  if  that  party  knows  that  the
                  intended  recipient will not see the notice for the whole or a
                  substantial part of the period in the notice.

15.      GENERAL PROVISIONS
--------------------------------------------------------------------------------

15.1     GOVERNING LAW

         This  Agreement is governed by the laws of Delaware,  United  States of
         America.

15.2     ENTIRE AGREEMENT

         (a)      This Agreement contains the entire  understanding  between the
                  parties in relation to its subject matter.

         (b)      There  are  no  express  or  implied  conditions,  warranties,
                  promises,  representations or obligations, written or oral, in
                  relation to this Agreement other than those  expressly  stated
                  in it or necessarily implied by law.

15.3     NO RELIANCE

         The  Contractor  acknowledges  that it has entered into this  Agreement
         without relying on any representation by the Company.

15.4     NO WAIVER

         (a)      No failure,  delay,  relaxation  or  indulgence  by a party in
                  exercising  any power or right  conferred  upon it under  this
                  Agreement will operate as a waiver of that power or right.

         (b)      No single or partial  exercise of any power or right precludes
                  any other or future  exercise  of it, or the  exercise  of any
                  other power or right under this Agreement.

15.5     SEVERABILITY

         If any provision of this Agreement is invalid,  void or  unenforceable,
         all other provisions which are capable of separate  enforcement without
         regard to an  invalid,  void or  unenforceable  provision  are and will
         continue to be of full force and effect in accordance with their terms.

15.6     BINDING NATURE

         This Agreement  binds and inures for the benefit of the parties,  their
         respective successors (including, in the case of natural persons, their
         legal personal representatives) and permitted assigns.

15.7     NO VARIATION

         This Agreement may not be varied except by written instrument  executed
         by the parties.

15.8     NO ASSIGNMENT

         The Contractor may not without the prior written consent of the Company
         assign or encumber all or any part of its rights  under this  Agreement
         or  attempt  or  purport  to  allow   another   entity  to  assume  the
         Contractor's obligations under this Agreement.

                                      -11-
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CONTRACT FOR SERVICES AGREEMENT
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15.9     COUNTERPARTS

         (a)      The  parties  may  execute  this  Agreement  in  two  or  more
                  counterparts.

         (b)      The parties deem that each counterpart is an original.

         (c)      All counterparts together constitute one instrument.

15.10    EXTENT THAT THE LAW PERMITS

         The terms of this Agreement apply to the extent the law permits.

15.11    SPECIFIC PERFORMANCE

         The parties agree that:

         (a)      damages for breach of this Agreement are inadequate; and

         (b)      a party is  entitled  to specific  performance  or  injunctive
                  relief or both.

15.12    CUMULATIVE RIGHTS

         A party's  rights under this Agreement are in addition to the rights of
         the parties at law.






























                                      -12-

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CONTRACT FOR SERVICES AGREEMENT
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                                    SCHEDULE


ITEM 1                     1st  July 2009
Commencement Date

ITEM 2                     The period of three years from the Commencement Date
Term

ITEM 3                     The services to be supplied by Contractor are:
Services to be supplied

                           1.       web development;

                           2.       web design;

                           3.       copywriting;

                           4.       website administration;

                           5.       to make  available  Mr.  Dan Raine to act as
                                    Vice  President of Business  Development  of
                                    the  Company  and  Manager of the  Immediate
                                    Edge division as approved and subject to the
                                    direction  and  requirements  of  the  Chief
                                    Executive   Officer   and   the   Board   of
                                    Directors; and

                           6.       any other  services  the  parties  may agree
                                    upon from time to time.



ITEM 4                              US$250,000 PER ANNUM
Engagement Cost

ITEM 5
Performance Bonus          If the  revenue  of the 30DC Group in any year of the
                           Engagement  calculated from the Commencement  Date is
                           doubled,  the Company  shall issue to the  Contractor
                           that number of shares in the Company  comprising  50%
                           of the Engagement Cost.

                           The Contractor will be entitled to participate in any
                           stock  option plan  adopted by the Company on listing
                           on the OTC Bulletin Board.

                           The  Contractor   will  be  entitled  to  other  such
                           benefits  and  incentive  payments,  as may be deemed
                           appropriate by the Company and the 30DC Group.















                                      -13-
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CONTRACT FOR SERVICES AGREEMENT
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EXECUTED AS AN AGREEMENT


SIGNED SEALED AND DELIVERED for and on behalf of      )
30DC, INC. by authority of the directors in the       )
presence of:                                          )


....................................     .......................................
Secretary/Director                      Director

....................................     .......................................
Name (please Print)                     Name (please Print)




SIGNED by 23V INDUSTRIES LTD in                       )
the presence of:                                      )




....................................     .......................................
Signature of Witness                    Former Director of 23V INDUSTRIES LTD

....................................     .......................................
(Print) Name of Witness                 Name (Please Print)






















                                      -14-
</TEXT>
</DOCUMENT>
</SUBMISSION>
