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

                                    FORM 8-K
                                 CURRENT REPORT

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


                          Date of Report: June 24, 2011


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


          MARYLAND                     814-00708                16-1675285
          --------                     ---------                ----------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                      Identification No.)

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

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


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

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

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

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

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



<PAGE>


                  SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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

               30DC, Inc. Audited Financial Statements for the Years Ended
               June 30, 2010 and 2009






<PAGE>





                                   30DC, INC.
                       JUNE 30, 2010 FINANCIAL STATEMENTS


                                      INDEX


 PAGE 1           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 PAGE 2           BALANCE SHEETS

 PAGE 3           STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 PAGE 4           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

 PAGE 5           STATEMENTS OF CASH FLOWS

 PAGE 6           NOTES TO FINANCIAL STATEMENTS







<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the  accompanying  balance sheet of 30DC Inc. (the "Company") as
of June 30, 2010 and the related  statements  of  operations  and  comprehensive
income (loss),  changes in stockholders'  deficiency and cash flows for the year
then ended. We have also audited the combined balance sheet of 30DC Inc., 30 Day
Challenge  and  Immediate  Edge as of June  30,  2009 and the  related  combined
statements  of  operations  and   comprehensive   income   (loss),   changes  in
stockholders' deficiency and cash flows for the year then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of 30DC Inc., as of June 30, 2010
and the results of its operations and its cash flows for the year then ended and
the combined  financial  position of 30DC Inc.,  30 Day  Challenge and Immediate
Edge as of June 30, 2009 and the combined  results of their operations and their
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/Marcum LLP

New York, NY
June 24, 2011










                                      -1-

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

                                                                                                June                   June
                                                                                              30, 2010               30, 2009
                                                                                                                     Combined
                                                                                           ----------------     --------------------
<S>                                                                                        <C>                  <C>

Assets

Current Assets
         Cash and Cash Equivalents                                                         $        28,405      $            26,415
         Accrued Commissions Receivable                                                             66,705                   35,309
         Stock Subscriptions Receivable                                                                  -                      120
         Deferred Financing Costs                                                                    7,500                        -
                                                                                           ----------------     --------------------

                 Total  Current Assets                                                             102,610                   61,844

Property and Equipment, Net                                                                        111,516                   99,373
                                                                                           ----------------     --------------------

                 Total Assets                                                              $       214,126      $           161,217
                                                                                           ================     ====================


Liabilities and Stockholders' Deficiency

Current Liabilities

         Accounts Payable                                                                  $       272,438      $           305,023
         Accrued Expenses and Refunds                                                              248,319                   36,527
         Deferred Revenue                                                                          278,118                   46,408
         Private Placement Subscriptions Received                                                  501,590                        -
         Due to Related Parties                                                                    202,380                        -
                                                                                           ----------------     --------------------

                 Total Current Liabilities                                                       1,502,845                  387,958
                                                                                           ----------------     --------------------

                 Total Liabilities                                                               1,502,845                  387,958
                                                                                           ----------------     --------------------

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                      120
                 and 1,200,000 issued and outstanding respectively
         Accumulated Deficiency                                                                 (1,267,389)                (203,661)
         Accumulated Other Comprehensive Loss                                                      (21,792)                 (23,200)
                                                                                           ----------------     --------------------

                 Total Stockholders' Deficiency                                                 (1,288,719)                (226,741)
                                                                                           ----------------     --------------------

Total Liabilities and Stockholders' Deficiency                                             $       214,126      $           161,217
                                                                                           ================     ====================

</TABLE>




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

                                      -2-
<PAGE>

                                   30DC, INC.
            Statements of Operations and Comprehensive Income (Loss)
                              Years Ended June 30,



                                                    2010            2009
                                                                  Combined
                                               ---------------  -------------

Revenue

     Commissions                               $     738,842    $   692,601
     Subscription Revenue                            762,873        785,187
     Products and Services                           154,123              -
     License Revenue                                  19,621              -
     Seminars and Mentoring                          327,097        193,352
                                               ---------------  -------------

                 Total Revenue                     2,002,556      1,671,140

Operating Expenses                                 3,030,052      1,243,178
                                               ---------------  -------------

Operating Income (loss)                           (1,027,496)       427,962

Other Income (Expense)

     Foreign Currency Transaction Loss               (39,986)       (17,232)
     Gain on Sale of Property and Equipment            4,096              -
                                               ---------------  -------------

                 Total Other Income (Expense)        (35,890)       (17,232)

Net (Loss) Income                                 (1,063,386)       410,730

Foreign Currency Translation Income (Loss)             1,408        (35,218)
                                               --------------  -------------

Comprehensive (Loss) Income                    $  (1,061,978)   $   375,512
                                               ===============  =============


















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

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                             30DC, INC.
                                     Statements of Changes in Stockholders' Equity (Deficiency)

                                                                                    ACCUMULATED                            TOTAL
                                                                                       OTHER                           STOCKHOLDERS'
                                              COMMON STOCK           ADDITIONAL    COMPREHENSIVE      ACCUMULATED          EQUITY
                                          SHARES       PAR VALUE   PAID IN CAPITAL INCOME (LOSS)      (DEFICIENCY)      (DEFICIENCY)
                                          ------       ---------   --------------- -------------      ------------      ------------
<S>                                    <C>             <C>         <C>             <C>                <C>               <C>
Balance - July 1, 2008 Combined                   -    $     -     $        -      $     12,018       $    83,798       $    95,816

        Net Income                                                                            -           410,730           410,730

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

        Distributions to Owners                                                                          (698,189)         (698,189)

        Issuance of Common Stock          1,200,000        120                                -                                 120
                                       -------------   ---------   --------------- --------------     --------------    ------------

Balance - June 30, 2009 Combined          1,200,000    $   120     $       -       $    (23,200)      $  (203,661)      $  (226,741)

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

        Foreign currency translation                                                      1,408                               1,408

        Issuance of Common Stock          3,420,000        342                                               (342)                -
                                       -------------   ---------   --------------- ---------------    --------------    ------------

Balance - June 30, 2010                   4,620,000    $   462     $       -       $    (21,792)      $(1,267,389)      $(1,288,719)
                                       =============   =========   =============== ===============    ==============    ============
</TABLE>






























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


                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                   30DC, INC.
                            Statements of Cash Flows
                              Years Ended June 30,

                                                                                      2010                   2009
                                                                                                           Combined
                                                                                 ----------------     --------------------
<S>                                                                              <C>                  <C>


Cash Flows from Operating Activities:
     Net (Loss) Income                                                           $    (1,063,386)     $           410,730

     Adjustments to Reconcile (Loss) Net Income
     to Net Cash (Used In) Proviced By Operations
         Depreciation                                                                     61,669                   42,688
         Gain on Sale of Property and Equipment                                           (4,096)                       -

     Changes in Operating Assets and Liabilities
         Accrued Commissions Receivable                                                  (29,686)                 (19,787)
         Accounts Payable                                                                (47,378)                 305,022
         Accrued Expenses and Refunds                                                    210,020                   36,527
         Deferred Revenue                                                                230,561                   36,006
         Due to Related Parties                                                          202,380                        -
                                                                                 ----------------     --------------------

                     Net Cash (Used in) Provided by Operating Activities                (439,916)                 811,186
                                                                                 ----------------     --------------------

Cash Flows from Investing Activities
         Purchases of Property and Equipment                                             (89,043)                 (74,542)
         Proceeds From Sale of Property and Equipment                                     23,795                        -
                                                                                 ----------------     --------------------

                     Net Cash Used in Investing Activitities                             (65,248)                 (74,542)
                                                                                 ----------------     --------------------

Cash Flows from Financing Activities
         Sale of common stock                                                                  -                      120
         Stock Subscriptions Receivable                                                      120                     (120)
         Payment of Deferred Financing Costs                                              (7,500)                       -
         Private Placement Subscriptions Received                                        501,590                        -
         Distributions to Owner                                                                -                 (698,190)
                                                                                 ----------------     --------------------

                     Net Cash Provided by (Used in) Financing Activities                 494,210                 (698,190)
                                                                                 ----------------     --------------------

Effect of Foreign Exchange Rate Changes on Cash                                           12,944                  (22,617)
                                                                                 ----------------     --------------------

Increase in Cash                                                                           1,990                   15,837
Cash - Beginning of Year                                                                  26,415                   10,578
                                                                                 ----------------     --------------------

Cash - End of Year                                                               $        28,405      $            26,415
                                                                                 ================     ====================

</TABLE>









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

                                      -5-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 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  ecommerce  practitioners.  Other revenue
streams  include sales of  instructional  courses and software  tools related to
Internet  marketing  and from  commissions  on  third  party  products  sold via
introduction  to the  30DC  customer  base of  active  online  participants  and
subscribers  which are  referred  to as  affiliate  marketing  commissions.  The
Company's  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 year ended June 30,
2010 as if they  occurred as of the  beginning of the period.  In addition,  the
financial  statements presented for the comparative period ending June 30, 2009,
labeled "Combined",  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.

LIQUIDITY

During the year ended June 30,  2010,  the  Company  used  $439,916  in cash for
operations  which  included  payments  for bonuses to  Marillion,  23V and Raine
Ventures as further  described in Note 10 plus costs  related to  preparing  the
Company's   financial  records  along  with  travel  and  professional  fees  in
preparation for the transaction with Infinity Capital Group,  Inc.  ("Infinity")
which  resulted  in the  Company  becoming  publicly  traded.  This cash used in
operations  was funded by  subscriptions  received  from the  Company's  private
placement ("PPM").

                                      -6-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010


For the year ending June 30,  2011,  the bonus  amounts to  Marillion  and Raine
Ventures will be  significantly  lower since they are to be compensated by their
contractual  amounts  subsequent  to the  September  10, 2010  transaction  with
Infinity  (further  described  in Note 11) which will  result in less cash being
required for operations.  Additionally,  $200,000 of the amount reflected as due
to related parties at June 30, 2010 was subsequently  settled in full for common
shares of the  Company.  As also  described  in Note 11, the  Company  raised an
additional  $382,800 in  subscriptions  from the PPM to fund cash  required  for
operations  and  corporate  expenses.  We  anticipate  these  actions as well as
continued  operations  will  provide the Company  with  continued  cash flows to
sustain operations for the near future.

However,  as the Company  continues to seek  additional  funds,  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.


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 reasonably assured.

The  Company  generates  revenues  in five  categories,  (i)  commissions,  (ii)
seminars and mentoring  (iii)  subscriptions  (iv) products and services and (v)
licensing.  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.  License
revenue is generated  when the Company sells a vendor's  product  without taking
ownership  or title to the  product.  License  revenue  is  recorded  net of any
payments to the  related  vendors.  Deferred  revenue  consists of the  unearned

                                      -7-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

portion of subscription  payments,  seminar fees and mentoring revenue as of the
financial  statement date. Deferred revenue was $278,118 and $46,408 at June 30,
2010 and 2009, respectively.

EQUITY-BASED PAYMENTS TO NON-EMPLOYEES

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

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

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

USE OF ESTIMATES

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

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
became effective April 1, 2010. The adoption of this  pronouncement did not have
a material impact on the Company's financial position and results of operations.


                                      -8-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

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 became effective April 1,
2010. The adoption of this  pronouncement  did not have a material impact on the
Company's financial position and results of operations.

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.


                                      -9-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

In March 2010, the FASB issued ASU No. 2010-17,  Revenue Recognition-- Milestone
Method  (Topic 605):  Milestone  Method of Revenue  Recognition.  This  standard
provides that the milestone  method is a valid  application of the  proportional
performance model for revenue  recognition if the milestones are substantive and
there is substantive  uncertainty about whether the milestones will be achieved.
Determining whether a milestone is substantive  requires judgment that should be
made  at  the  inception  of  the  arrangement.  To  meet  the  definition  of a
substantive  milestone,  the consideration earned by achieving the milestone (1)
would  have to be  commensurate  with  either  the level of effort  required  to
achieve the milestone or the enhancement in the value of the item delivered, (2)
would have to relate  solely to past  performance,  and (3) should be reasonable
relative  to  all  deliverables  and  payment  terms  in  the  arrangement.   No
bifurcation of an individual milestone is allowed and there can be more than one
milestone in an arrangement.  The new standard became  effective for interim and
annual  periods  beginning  on or after  June 15,  2010.  The  adoption  of this
standard did not have a material impact on the Company's  financial position and
results of operations.

The FASB has issued ASU 2010-29,  BUSINESS  COMBINATIONS (TOPIC 805): DISCLOSURE
OF SUPPLEMENTARY PRO FORMA INFORMATION FOR BUSINESS COMBINATIONS. This amendment
affects any public entity as defined by Topic 805,  Business  Combinations  that
enters  into  business  combinations  that  are  material  on an  individual  or
aggregate  basis.  The  comparative  financial  statements  should  present  and
disclose  revenue and  earnings of the  combined  entity as though the  business
combination(s)  that  occurred  during the current  year had  occurred as of the
beginning of the comparable  prior annual  reporting period only. The amendments
also expand the supplemental  pro forma  disclosures to include a description of
the nature and amount of material,  nonrecurring pro forma adjustments  directly
attributable  to the  business  combination  included in the  reported pro forma
revenue and earnings.  The amendments are effective  prospectively  for business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning on or after  December 15, 2010.  The
adoption of this standard did (did not) have a material  impact on the Company's
financial position and results of operations (describe material impact).

In May 2011, the FASB issued ASU 2011-04,  Fair Value  Measurement  (Topic 820):
Amendments to Achieve Common Fair Value Measurement and Disclosure  Requirements
in U.S. GAAP and IFRSs. The new guidance  results in a consistent  definition of
fair value and common  requirements for measurement of and disclosure about fair
value between U.S. GAAP and International  Financial Reporting Standards.  While
many of the  amendments  to U.S.  GAAP are not  expected  to have a  significant
effect  on  practice,  the new  guidance  changes  some fair  value  measurement
principles and disclosure requirements.  Adoption of ASU 2011-04 is not expected
to have a significant impact on the Company's financial statements.

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

Beginning  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. This amount is included as
Private Placement Subscriptions Received in the liability section of the Balance
Sheet at June 30,  2010.  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 (see note 11).


                                      -10-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 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
("Raine Ventures") replaced 23V Industries, Ltd in providing consulting services
to the Company which include Mr. Raine acting as the Company's Vice President of
Business  Development.  These agreements are  non-cancelable by either party for
the initial two years and then with six months'  notice by either  party for the
duration of the  contract.  Mr. Dale and Mr. Carey are directors of the Company,
Mr. Dale and  Marillion  hold  majority  interest in the  Company's  outstanding
common  stock and Mr. Raine is the  beneficial  owner of greater than 10% of the
Company's outstanding common stock. Marillion Partnership is owned by affiliates
of Mr. Dale. 23V and Raine Ventures are owned 100% by Mr. Raine.

Cash remuneration under The Marillion and Raine Ventures  agreements is $250,000
per year and $200,000  under the  Jesselton  agreement.  If in any year starting
from the  commencement  date,  revenues of 30DC, Inc.  doubles,  compared to the
preceding  year, then a bonus equal to 50% of cash  remuneration  will be due in
shares of 30DC, Inc. as additional compensation. This threshold was not achieved
for the fiscal year ending June 30, 2010.

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

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

30DC's Board of Directors  approved a bonus to Marillion based upon the net cash
flow of the  Company's 30 Day Challenge  division and a bonus to Raine  Ventures
based upon the net cash flow of the Company's  Immediate Edge division (formerly
Immediate)  until  such time as 30DC had  completed  a merger  or  public  stock
listing,  which occurred on September 10, 2010 (see Note 11). For the year ended
June 30, 2010 the bonus for  Marillion was $496,714 and total  compensation  was
$746,714, the bonus for 23V was $154,014 and total compensation was $341,514 and
the  bonus  for  Raine  Ventures  (successor  to  23V)  was  $57,941  and  total
compensation was $120,411,  all of which were included in Operating  Expenses in
the  Statement  of  Operations.  Subsequent  to the  September  10, 2010 merger,
Marillion and Raine  Ventures will be paid in accordance  with their  contracted
amounts.


                                      -11-
<PAGE>
                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

Due to related party of $202,380  includes $200,000 due to Jesselton under their
contract for services agreement.  Jesselton has agreed to receive this amount 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 June 30, 2010 and 2009:


                                                        2010          2009
                                                    -----------    ----------
        Computer and Audio Visual Equipment         $  339,630       264,461
        Office equipment and Improvements               53,129        50,671
                                                    -----------    ----------
                                                       392,759       315,132
        Less: Accumulated Depreciation
        and Amortization                              (281,243)     (215,759)
                                                    -----------    ----------

                                                    $  111,516     $  99,373

Depreciation  and  amortization  expense was $61,669 for the year ended June 30,
2010 and $42,688 for the year ended June 30, 2009.

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

NOTE 6.  INCOME TAXES
---------------------

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


                                                     Year Ended
                                                    June 30, 2010
                                                    --------------
Federal

         Current                                    $           -
         Deferred                                        (359,800)

State and local

         Current                                                -
         Deferred                                               -

Change in valuation allowance                            (359,800)
                                                    --------------
Income tax provision (benefit)                      $           -
                                                    ==============


                                      -12-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

Deferred taxes are provided for the tax effects of temporary differences between
the  financial  reporting  basis and the tax basis of  assets  and  liabilities.
Significant temporary differences at June 30, 2010 are as follows:

                                                                Year Ended
                                                              June 30, 2010
                                                              ---------------
Deferred tax asset:
       Net operating loss carryforward                        $      274,100
       Depreciation                                                   17,700
       Accrued related party contractor fees                          68,000
                                                              ---------------
   Total Deferred Tax Asset                                          359,800
   Less valuation allowance                                         (359,800)
                                                              ---------------
Total net deferred tax asset                                  $            -
                                                              ===============

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

                                                                    Year Ended
                                                                  June 30, 2010

U.S. statutory rate                                                   (34.0%)
State and local taxes net of federal benefit                            0.0
Change in valuation allowance                                          32.0
Unincorporated Entities - Not Subject To Entity Level Tax               0.0
Other Permanent differences                                             2.0
                                                                  --------------

Effective income tax rate                                              (0.0%)
                                                                  ==============

The Company applies the provisions of ASC 740, which  prescribes the recognition
and measurement  criteria related to tax positions taken or expected to be taken
in a tax return.  For those  benefits to be  recognized,  a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The
ultimate  realization of deferred tax assets is dependent upon the generation of
future  taxable income during the periods in which those  temporary  differences
become deductible. The Company considers projected future taxable income and tax
planning strategies in making this assessment. The Company has concluded that it
is more likely than not that the Company  will not be able to realize all of its
tax benefits and therefore a valuation  allowance of approximately  $359,800 has
been established. For the year ended June 30, 2010 and June 30, 2009, the change
in valuation allowance was $359,800 and $0 respectively.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's  financial statements and prescribes a recognition  threshold
and measurement process for financial statement recognition and measurement of a
tax position  taken or expected to be taken in a tax return.  For those benefits
to be recognized,  a tax position must be  more-likely-than-not  to be sustained
upon  examination  by taxing  authorities.  ASC 740 also  provides  guidance  on
derecoginition,  classification,  interest and penalties,  accounting in interim
period,  disclosure and  transition.  The Company is required to file income tax
returns  in the  United  States  (federal)  and in  various  state and local and
foreign jurisdictions.  Based on the Company's evaluation, it has been concluded
that there are no significant  uncertain tax positions requiring  recognition in
the Company's financial  statements.  The evaluation was performed for the 2008,
2009 and 2010 tax years, which are subject to examination.  The Company believes
that its income tax  positions  and  deductions  would be sustained on audit and
does not anticipate any adjustments  that would result in a material  changes to
its financial position.


                                      -13-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

The  Company's  policy for  recording  interest and  penalties  associated  with
uncertain  tax  positions is to record such expense as a component of income tax
expense.  There were no amounts accrued for penalties or interest as of or years
ended June 30,  2010 and 2009.  Management  is  currently  unaware of any issues
under review that could  result in  significant  payments,  accruals or material
deviations from its position.

As a  corporation  formed in the United  States,  the  Company is subject to the
United States  corporation  income tax on worldwide net income.  Since  majority
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.

For the  years  ended  June  30,  2010  and  June  30,  2009,  the  Company  had
approximately  $806,100 and $0 of U.S.  federal net operating  loss  carryovers,
respectively which expire in 2031. The U.S. net operating loss carryovers may be
subject to limitation  under Internal Revenue Code Section 382 should there be a
greater  than 50%  change in  ownership  in the future as  determined  under the
regulations.

As noted above,  the year ended June 30, 2009 represents the combined  financial
statements  of  30DC,  30 Day and  Immediate.  During  2009,  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.

The Company is in the process of filing all U.S. tax returns since its inception
in 2008. The Company believes no material tax balance is due for all tax returns
which have not yet been filed.

NOTE 7.  REVENUE CONCENTRATION
------------------------------

For the year ended June 30, 2010,  the Company  earned revenue from one customer
representing  approximately  12% of total revenues.  For the year ended June 30,
2009 two customers  exceeded 10% of combined  total revenues with the individual
totals of approximately 12% and 11% for a total of approximately 23%.

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.

                                      -14-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010

Details of common shares outstanding at June 30, 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, June 30, 2010                      4,620,000
                                                              =========

The asset acquisitions were accounted for as common control transactions and the
historical  accounting of each of the acquired businesses were merged as of July
2009. The stockholders'  equity of the Company includes the historical  deficits
of 30Day and Immediate.


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 11), the total number of shares due adjusted
to  660,000.  As of June 30,  2010,  37,500 of the shares were vested and due to
Cameron and the $79,125 value of the shares is included in Operating Expenses in
the  Statement  of  Operations  and Accrued  Expenses and Refunds in the Balance
Sheet.

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.

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 had the
right,  which it exercised,  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.


                                      -15-
<PAGE>


                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010


NOTE 10.  OPERATING EXPENSES
----------------------------

Operating Expenses consist of the following:

                                           Year Ended         Year Ended
                                         June 30, 2010      June 30, 2009
                                         =============      =============

Related Party Contractor Fees Base
       Compensation (1) (2)              $   700,000         $          -
Related Party Contractor Fees Bonus
       Compensation (1) (3)                  708,669
Independent Contractors                      600,521              344,989
Professional Fees                            387,003              346,732
Travel Expenses                              240,283              253,559
Other Operating Costs                        393,576              297,998
                                         ============        =============

Total Operating Expenses                 $ 3,030,052         $  1,243,178
                                         ============        =============
------------------------
(1)      Related party contractors  include Marillion which provides services to
         the Company  including Edward Dale to act as Chief Executive Officer of
         the Company,  23V and Raine  Ventures  which  provides  services to the
         Company  including for Dan Raine to act as Vice  President for Business
         Development and Jesselton,  Ltd. which provides services to the Company
         including  Clinton  Carey  serving  as Chief  Operating  Officer of the
         Company.

(2)      During the period ended June 30, 2009, 30 Day and Immediate operated as
         non-incorporated entities and did not pay compensation to their owners.
         The owners received distributions of $698,189.

(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 and Raine Ventures based upon the net cash flow
         of the Company's  Immediate Edge division  (formerly  Immediate)  until
         such time as 30DC had  completed a merger or public stock listing which
         occurred on September 10, 2010.

NOTE 11.  SUBSEQUENT EVENTS
---------------------------

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.

                                      -16-
<PAGE>

                                   30DC, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2010



In August 2008,  30DC, Inc. had contracted with two consultants to advise on the
process which resulted in completion of the share exchange.  Compensation to the
consultants  was  contingent on  completion  of the share  exchange or a similar
transaction.  With  completion  of the  share  exchange,  $250,000  was 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,  was owed to the other  consultant.  The Company paid half of these
amounts with a total of 925,097  restricted shares of the Company's common stock
and will pay the remaining  amount due in cash funds over a period of time. Both
are considered success fees, and as such are contingent  consideration until the
closing of the Share Exchange 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.  This amount 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  March  2011  have  resulted  in  $220,300  in new
investment  funds which  represents  an additional  847,317 units  consisting of
847,317  shares of common  stock and  847,317 of each of the two  warrants.  The
August  2010 PPM was  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
received a warrant exercisable through March 15, 2011 at an exercise price of 37
cents per warrant which has now expired with none of these  warrants  exercised.
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.

Management   has  evaluated   subsequent   events  to  determine  if  events  or
transactions  occurring  through June 24, 2011,  the date on which the financial
statements  were  available to be issued,  require  potential  adjustment  to or
disclosure in the Company's financial statements.

                                      -17-
<PAGE>

                                   SIGNATURES


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



                                   30DC, INC.


                      By:      /s/Theodore A. Greenberg
                         --------------------------------------------------
                               Theodore A. Greenberg, Chief Financial Officer


                      Date:  June 24, 2011











































                                      -18-
