TDCH 30DC Inc (PK)

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND BECAUSE WE DESIRE TO TAKE ADVANTAGE OF, THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING CERTAIN FORWARD LOOKING STATEMENTS IN THE FOLLOWING DISCUSSION AND ELSEWHERE IN THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF, WHETHER OR NOT IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. FORWARD-LOOKING STATEMENTS ARE STATEMENTS NOT BASED ON HISTORICAL INFORMATION AND WHICH RELATE TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER DEVELOPMENTS. FORWARD LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE SUBJECT TO CHANGE. THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS MADE BY, OR ON OUR BEHALF. WE DISCLAIM ANY OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.

OVERVIEW

30DC offers digital media training and publishing solutions for individuals, professionals and businesses using the Internet and mobile media in operating their businesses and in particular in marketing digital creations. Our flagship training course, The Challenge, is offered once annually for a thirty-day period at no fee as an interactive on-line education program. The Challenge content is made available for purchase throughout the year as the Digital Success Bootcamp training course. The course content of The Challenge is geared to individuals and professionals with an interest in marketing using digital media. The participants might be motivated to begin a new on-line business or extend an existing brick-and-mortar business to an on-line platform. Increasingly, Challenge participants are involved in the migration of commerce to mobile media comprised of tablet computers and smartphones.

30DC's digital publishing solutions include the MagCast Digital Publishing Platform for the publication of magazines and other content to mobile devices through a mobile application or "app" and Market Pro Max, a system for on-line marketing of digital products. The MagCast platform and Market Pro Max system are licensed as software-as-a-service applications and are sold independently or in conjunction with related training courses. Digital Publishing Blue Print instructs participants in content monetization methods and the use of proprietary content in developing brand awareness and marketing products or services. The Ultimate Product System is a video-based program to help novice e-marketers identify and define a market niche and package their digital products for greatest marketability.

In addition to our core digital media training and publishing products and solutions, from time to time we offer a series of on-line training products related to the use of digital media for commerce and priced at nominal subscription rates around $50 per month. We also offer individual courses covering a variety of digital marketing topics such as how to drive traffic to websites using social media platforms like Facebook. The Company provides particular training courses to licensees of our MagCast Digital Publishing Platform related to developing and marketing their digital publications and we provide ancillary services to assist licensees in creating mobile apps with the MagCast platform.

CORPORATE HISTORY

On September 10, 2010, Infinity Capital Group, Inc., a Maryland Corporation, ("Infinity") entered into a Plan and Agreement of Reorganization (the "Agreement") with 30DC, Inc., a Delaware corporation, ("30DC DE") and the Shareholders of 30DC DE ("30DC DE Shareholders."). In exchange for 100% of the issued and outstanding shares of 30DC DE, Infinity issued 60,984,000 shares of

its restricted common stock. The 30DC DE Shareholders received 13.2 shares of common stock of Infinity for every one share of 30DC DE. Infinity, as a result of the transaction, became the owning entity of 100% of the outstanding shares of common stock of 30DC DE. For purposes of accounting, 30DC DE was considered the accounting acquirer. The business of 30DC DE became the primary business of Infinity. Infinity was renamed 30DC, Inc. (Maryland) ("30DC" and together with its subsidiary "the Company"). 30DC DE was incorporated on October 17, 2008 in the state of Delaware, as a holding company, for the purpose of building, acquiring and managing international web-based sales and marketing companies. On July 15, 2009, 30DC DE completed the acquisitions of the business and assets of 30 Day Challenge ("30 Day") and Immediate Edge ("Immediate").

In May of 2012 the Company signed a joint venture agreement ("JV Agreement") with Netbloo Media, Ltd. ("Netbloo") for the joint development of the MagCast Digital Publishing Platform ("MagCast"). MagCast provides customers access to a cloud-based service to create an application ("App") to publish a digital magazine on the digital distribution platforms Apple Newsstand and Google Play and includes executive training modules to develop and market a digital magazine. MagCast was launched in May 2012 and a majority of sales were the result of affiliate marketing relationships which result in commission of 50% of gross revenue for those sales to the affiliate responsible for the sale. In October 2012 the Company reached an agreement to purchase Netbloo's 50% interest in the MagCast JV Agreement and Market Pro Max an online marketing platform that allows anyone to create digital products and quickly build a variety of ecommerce marketing websites for a purchase price of 13,487,363 shares of the Company's common stock.

Effective February 28, 2014, the Company divested assets and liabilities that made up to Raine Ventures, LLC ("Raine") in exchange for the 10,560,000 common shares of the Company which Raine had held. Please see Note 3 for further details on the divestiture.

PRODUCT OFFERINGS

Our principal digital media training products and publishing solutions include the following:

o The Challenge
o Digital Success Bootcamp
o MagCast Digital Publishing Platform
o Digital Publishing Blue Print
o Market Pro Max System
o Ultimate Market System

30DC was founded in 2005 by offering a free Internet marketing educational program that was originally known as The 30 Day Challenge and has evolved into the Company's current Challenge program. The Challenge is a thirty-day interactive educational program configured to give participants the framework and guidance to design and develop an on-line business. The course content is made available by subscription throughout the year as the Ignition Blue Print training course.

The Challenge program includes modules on a range of topics, including researching market opportunity and competition, identifying and sustaining niche markets, utilizing social media to build your business, among many other subjects pertinent to Internet marketing. There are no prerequisites to taking the course and participants come from around the globe. The course content of The Challenge is geared to individuals, professionals and business people with an interest in Internet marketing. The participants might be motivated to begin a new on-line business or extend existing `brick-and-mortar' business to an on-line platform. Increasingly, Challenge participants are involved in the migration of business to the mobile media comprised of tablet computers and smartphones.

The Challenge has predominately grown through our viral marketing campaign whereby participants are encouraged to publicize the program through email and

social media, including Twitter, Facebook, FriendFeed and blogs focused on Internet marketing. The growth in The Challenge community has resulted in a targeted community, to which the Company markets other high-valued added digital media training courses and solutions as well as third-party products related to Internet marketing.

The Company's first digital media solution, The MagCast Digital Publishing Platform ("MagCast") originated from the collaboration of 30DC with Netbloo Media Ltd. ("Netbloo') in a joint venture. It was first introduced in fiscal year 2012, as a software-as-a-service for publication of digital magazines and other proprietary content to mobile devices through mobile applications or `apps' based on the Applie iOS and Google Android architectures. The MagCast platform is relevant to the Company's historical customer base of Internet marketers as well as a broader audience of users interested in marketing to their clients through the mobile medium. Publications created on the MagCast platform can be distributed to readers through Apple Newsstand or Google Play, the app distribution channels for the two principal mobile device operating systems. We believe the MagCast platform is distinctive among digital publishing applications by providing users with a built-in suite of marketing functions and tools. We believe we are the first to introduce such a product and expect these features to differentiate the MagCast platform from competitors.

The Company has continued to update the MagCast software application to improve functionality and 30DC has engaged a dedicated team of software developers to create new product features. Initially mobile apps created using the MagCast platform were available only to readers with Apple iPad devices. In the summer 2013, the Company released MagCast version 4, which enabled our customers to offer a version of their publication tailored for the iPhone thereby significantly expanding the potential number of magazine readers. MagCast version 6 released in July 2014 enabled distribution through Google Play where their digital magazine is available to users of Android devices. This update included a variety of new features and capabilities such as dynamic in-app purchasing, a survey funnel, e-mail sharing, push notifications, and Facebook event tracking, among other modern marketing techniques that could benefit MagCast platform users. In September 2014, MagCast version 7 was released with an in-app sales funnel and the user interface was improved to facilitate list building and issuance of new products and service offers. Version 7 was optimized for both Google's Android architecture and Apple's iOS 8 operating system, which are the two most popular mobile device architectures.

Digital Publishing Blueprint is a comprehensive training program that provides instruction in developing and marketing a digital publication. The course is designed to instruct participants in content monetization and the use of proprietary content to create brand awareness and build sales. The fee for Digital Publishing Blueprint includes a license for the MagCast Digitial Publishing Platform.

Market Pro Max is on-line marketing system acquired in 2012 from Netbloo Media, Ltd. Market Pro Max is made available to users as a software-as-a-service. The application provides plug-n-play functionality to create on-line marketing sites with little or no programming experience. Market Pro Max is targeted at digital businesses and information publishers seeking to monetize content on-line.

Starting in 2014, Market Pro Max has been sold in conjunction with an on-line training course Ultimate Product System. This video-based course helps the novice e-marketer identify and define a market niche and package products for greatest marketability.

BUSINESS MODEL AND GROWTH OPPORTUNITIES

We generate revenue through subscriptions to on-line training programs, the sale of video-based training courses, and the sale of licenses for the use of our proprietary digital publishing solutions. We also earn commissions on the sale of third-party Internet marketing products and services to the 30DC customer base and in particular during and after the annual Challenge training program. Such revenue is referred to as affiliate marketing commissions.

The Company's long-term growth strategy is to increase its portfolio of products and services while expanding the audience to which it markets those products and services. Our business has historically been driven by the attraction of participants to a no-fee Internet marketing program, The Challenge, and the

retention of those participants as potential customers for other high valued-added training programs and digital publishing solutions. Nearly 200,000 individuals have participated in The Challenge since its inception.

To expand the Company's access to potential customers, during the fiscal year ended June 30, 2012, 30DC began a more comprehensive program of selling through affiliate marketing relationships. Affiliates promote 30DC's products to their respective customer bases and receive a commission from 30DC as a percentage of gross revenue typically in a range of 30% to 50%.

In fiscal year 2013, the Company initiated its MagCast Certified Professional (MCP) program for the resale of the MagCast Digital Publishing Platform. The MCP program is intended to drive penetration of corporate and other vertical markets with an interest in reaching their audiences with digital content on mobile devices.

30DC's marketing strategy includes paid-for traffic generation to its product web sites as well as the purchase of sales leads for product promotion through targeted e-mails. Additionally, during fiscal year 2014, the Company began test marketing on-line and mobile advertising, which has become more sophisticated and enables targeting of customers who are more likely to be interested in 30DC products and services. The initial advertising test focused on the Market Pro Max system and related training program Ultimate Product System.

The Company has no plans at this time for purchases or sales of fixed assets which would occur in the next twelve months.

The Company has no expectation or anticipation of significant changes in number of employees in the next twelve months.

RESULTS OF OPERATIONS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2015 COMPARED TO THE THREE MONTH PERIOD ENDED MARCH 31, 2014.

During the three months ended March 31, 2015, 30DC, Inc. recognized revenues of $100,301 from continuing operations compared to $265,613 during the three months ended March 31, 2014. Revenues from continuing operations were from the following sources during the three months ended March 31, 2015 compared to March 31, 2014.

                              Three Months       Three Months
                                  Ended              Ended         Increase or
                             March 31, 2015     March 31, 2014      (Decrease)
                           ------------------ ----------------- --------------
Revenue
  Commissions              $          15,297  $         26,912  $    (11,615)
  Subscription Revenue                27,625                 -        27,625
  Products and Services               57,379           238,701      (181,322)
                           ------------------ ----------------- --------------
   Total Revenues          $         100,301  $        265,613  $   (165,312)

The $11,615 decrease in commissions was due to commissions earned during the three months ended March 31, 2014 from a product promotion which did not repeat during the three months ended March 31, 2015.

The $27,625 increase in subscription revenue was due to a new online forum subscription product which was launched in April 2014 and has a recurring monthly charge.

The $181,322 decrease in products and services revenue was due to an $185,981 decrease in revenue from the MagCast Publishing Platform. During the three months ended March 31, 2015 the company did offer any special promotions for

MagCast. During the three months ended March 31, 2014, the Company released the Android version of MagCast which had revenue of $106,855, offered a special promotion for existing customers to purchase an additional MagCast license which had revenue of $29,910, received $28,466 in revenue from customers for MagCast payment plan purchases which had been deferred and therefore not previously recorded in accounts receivable and earned an additional $17,754 in revenue from MagCast Done For You services.

During the three months ended March 31, 2015, the Company incurred $374,834 in operational expenses for continuing operations compared to $495,263 during the three months ended March 31, 2014. Operational expenses during the three months ended March 31, 2015 and 2014, include the following categories:

                              THREE MONTHS ENDED THREE MONTHS ENDED INCREASE OR
                                MARCH 31, 2015     MARCH 31, 2014    DECREASE
                              --------------------------------------------------
Accounting Fees               $        16,000    $        22,805    $    (6,805)
Advertising                            11,073                428         10,645
Credit Card Processing Fees             4,715             10,353         (5,638)
Commissions                             4,766             16,945        (12,179)
Independent Contractors                65,936            118,777        (52,841)
Depreciation and Amortization          18,600             19,957         (1,357)
Directors' Fees                        27,500             31,927         (4,427)
Internet Expenses                       6,262             13,905         (7,643)
Legal Fees                              6,545             11,321         (4,776)
Officer's Salaries                     33,000             54,427        (21,427)
Related Party Contractors             153,759            163,147         (9,388)
Telephone and Data Lines                8,311              9,656         (1,345)
Travel & Entertainment                    770              2,814         (2,044)
Other Operating Expenses               17,597             18,801         (1,204)
                              --------------------------------------------------

Total Operating Expenses      $       374,834    $       495,263    $  (120,429)
                              ==================================================

The increase of $10,645 in advertising is due to the Company advertising its digital products on Facebook and the cost of a marketing consultant who helped the Company develop the advertising campaign.

The decrease of $12,179 in commissions resulted from the $185,981 decrease in revenue from the MagCast Publishing Platform, a portion of which were sales through marketing affiliate relationships which resulted in commission expense.

The decrease of $52,841 in independent contractors is primarily due to the Company terminating its relationship with two long-term contractors, one at the end of July 2014, saving the Company approximately $9,000 per month, and one at the end of August 2014, saving the Company approximately $6,000 per month and a reduction of $6,000 in the amount for Clinton Carey, former Chief Operating Officer of the Company who is helping shape sales strategy to extend marketing of MagCast outside the Company's traditional customer base. In addition the March 2014 quarter included approximately $8,500 paid to a contractor hired to help with the Company's annual free course and was retained to work on additional development projects, $5,000 for a strategic consultant and $1,500 for a valuation analyst. These increases were offset by an increase of $6,000 per month to a contractor who has assumed additional responsibilities.

The decrease of $21,427 in officer's salaries was due to a reduction in a reduction in base salary for Theodore A. Greenberg, the Company's CFO from $200,000 to $132,000 per year and a reduction in the charge for amortization of stock option expense over the vesting period, for stock options previously issued to Mr. Greenberg which fully vested January 1, 2015.

The decrease of $9,388 in Related Party Contractors was due to a change in the exchange rate which reduced the US Dollar amount for Marillion Partners contractor fees which are paid in Australian Dollars.

During the three months ended March 31, 2015, the Company recognized a net loss from continuing operations of $274,533 compared to a net loss from continuing operations of $229,650 during the three months ended March 31, 2014. The increased net loss from continuing operations of $44,883 was due to the decrease in revenue of $165,312 offset by the decrease in operating expenses of $120,429.

FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2015 COMPARED TO THE NINE MONTH PERIOD ENDED MARCH 31, 2014.

During the nine months ended March 31, 2015, 30DC, Inc. recognized revenues of $977,090 from continuing operations compared to $2,416,239 during the nine months ended March 31, 2014. Revenues from continuing operations were from the following sources during the nine months ended March 31, 2015 compared to March 31, 2014.

                            Nine Months         Nine Months
                               Ended               Ended            Increase or
                           March 31, 2015     March 31, 2014        (Decrease)
                         ------------------ ------------------- ----------------
Revenue
  Commissions            $          44,223  $           58,642  $       (14,419)
  Subscription Revenue              89,263                   -           89,263
  Products and Services            843,604           2,357,597       (1,513,993)
                         ------------------ ------------------- ----------------
   Total Revenues        $         977,090  $        2,416,239  $    (1,439,149)

The $14,419 decrease in commissions was due to commissions earned during the nine months ended March 31, 2014 from product promotions which did not repeat during the nine months ended March 31, 2015.

The $89,263 increase in subscription revenue was due to a new online forum subscription product which was launched in April 2014 and has a recurring monthly charge.

The $1,513,993 decrease in products and services revenue was mainly due to a decrease of $1,616,811 in revenue from the MagCast Publishing Platform which resulted from a smaller launch promotion in July 2014 than August 2013 and the release of the MagCast Android version in February 2014. This was partially offset by a $27,998 increase in sales of Market Pro Max including the Ultimate Product System which is a training program that includes a lifetime license for one Market Pro Max marketing web site and an increase in sales of $71,506 in the sale of other products the company has developed on topics such as increasing traffic to web sites.

During the nine months ended March 31, 2015, the Company incurred $1,425,535 in operational expenses for continuing operations compared to $2,393,869 during the nine months ended March 31, 2014. Operational expenses during the nine months ended March 31, 2015 and 2014, include the following categories:

                              NINE MONTHS ENDED  NINE MONTHS ENDED   INCREASE OR
                               MARCH 31, 2015     MARCH 31, 2014      DECREASE
                              --------------------------------------------------
Accounting Fees               $         83,250   $      96,612      $   (13,362)
Advertising                             44,985             620           44,365
Credit Card Processing Fees             32,917         115,629          (82,712)
Commissions                            154,676         771,862         (617,186)
Independent Contractors                242,877         365,244         (122,367)
Depreciation and Amortization           55,489          60,965           (5,476)
Directors Fees                          91,355         111,691          (20,336)
Internet Expenses                       22,961          30,386           (7,425)
Legal Fees                              26,354          38,888          (12,534)
Officer's Salaries                     107,855         179,191          (71,336)
Related Party Contractors              475,733         488,813          (13,080)
Telephone and Data Lines                27,450          26,475              975
Travel & Entertainment                   2,903          47,982          (45,079)
Other Operating Expenses                56,730          59,511           (2,781)
                              --------------------------------------------------

Total Operating Expenses      $      1,425,535   $   2,393,869      $  (968,334)
                              ==================================================

The decrease of $13,362 in accounting fees is primarily due to an additional $30,000 in fees to our auditors during the nine months ended March 31, 2014 for the Company to file reports which had been in arrears, offset by $18,000 in fees during the nine months ended March 31, 2015 to an e-commerce accounting firm to automate a number of our accounting processes and to provide outsourced bookkeeping services.

The increase of $44,365 in advertising is due to the Company advertising its digital products on Facebook and the cost of a marketing consultant who helped the Company develop the advertising campaign.

The decrease of $82,712 in credit card processing fees resulted from the $1,439,149 decrease in revenue and a decrease of approximately 1.5% in the effective credit card processing rate.

The decrease of $617,186 in commissions resulted from the $1,513,993 decrease in products and services revenue, a significant portion of which are sales marketing affiliate relationships which result in commission expense.

The decrease of $122,367 in independent contractors is primarily due to the Company terminating its relationship with two long-term contractors, one at the end of July 2014, saving the Company approximately $9,000 per month, and one at the end of August 2014, saving the Company approximately $6,000 per month and a reduction of $11,500 in the amount for Clinton Carey, former Chief Operating Officer of the Company who is helping shape sales strategy to extend marketing of MagCast outside the Company's traditional customer base. In addition the nine months ended March 2014 included approximately $20,500 paid to a contractor hired to help with the Company's annual free course, the Challenge and was retained to work on additional development projects, $6,500 paid to investor relations consultants, $10,000 for a strategic consultant and $4,500 for a valuation analyst. These increases were offset by an increase of $6,000 per month to a contractor who has assumed additional responsibilities.

The decrease of $20,336 in directors' fees is from a reduction in the charge for amortization of stock option expense over the vesting period, for stock options previously issued to Henry Pinskier, the Company's board chair, in the nine months ended March 2015 from the amount in the nine months ended March 2014, these options fully vested January 1, 2015.

The decrease of $71,336 in officer's salaries was due to a reduction in base salary for Theodore A. Greenberg, the Company's CFO from $200,000 to $132,000 per year and a reduction in the charge for amortization of stock option expense

over the vesting period, for stock options previously issued to Mr. Greenberg in the nine months ended March 2015 from the amount in the nine months ended March 2014, these options fully vested January 1, 2015.

The decrease of $13,080 in Related Party Contractors was due to a change in the exchange rate which reduced the US Dollar amount for Marillion Partners contractor fees which are paid in Australian Dollars.

Travel and Entertainment decreased by $45,079 due to a company-wide group meeting and travel to an investor conference, both in November 2013 which did not repeat during the nine months ended March 2015.

During the nine months ended March 31, 2015, the Company recognized a net loss from continuing operations of $448,445 compared to net income from continuing operations of $115,883 during the nine months ended March 31, 2014. The decrease in net income from continuing operations of $564,328 was due to the decrease in revenue $1,439,149 offset by the decrease in operating expenses $968,334 and forgiveness of debt income of $93,513 in the nine months ended March 2014.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $44,148 at March 31, 2015 and the Company had a working capital deficit of $1,964,924. To fund working capital for the next 12 months, the Company expects to raise capital and to improve the results of operations from increasing revenue as well as a reduction in operating costs. The Company expects increased revenue from further sales of MagCast Publishing Platform through its Digital Publishing Blueprint training course and by marketing to customers outside its historical customer base with the goal of recurring revenue through annual licenses. The Company also expects increased revenue from further sales of Market Pro Max through its Ultimate Product System training course and introduction of new products some of which will be extensions of existing product lines. Additionally, the Company intends to increase funds available by raising capital, though at this time the Company has not commenced any offerings and cannot guarantee that they will be successful in its capital raising efforts. If the results of operations and capital raised, if any, are not sufficient to fund the Company's expenses as they come due, the Company will defer amounts due to related parties and to the extent possible utilize shares of the Company to satisfy its liabilities.

Included in liabilities of discontinued operations at March 31, 2015 is $51,550 in notes payable plus related accrued interest that are in default for lack of repayment by their due date.

During the nine month period ended March 31, 2015, operating activities used $43,578. During the nine month period ended March 31, 2014, operating activities provided the Company with $100,609. The decrease of $144,187 in funds provided by operating activities was a combination of the decrease in net income from continuing operations of approximately $594,000, a decrease of approximately $272,000 in the change in accrued expenses and refunds due to the change in status of accrued contractor fees in the nine months ended March 31, 2014 from due to related parties because Clinton Carey was no longer a member of the Company's board and a decrease in deferred revenue of approximately $81,000. This was offset by an increase of approximately $228,000 from the change in accounts payable due to payment of payables at June 30, 2013 with proceeds from the August 2013 MagCast relaunch, an increase from the change in due to related parties of approximately $407,000 partly because Clinton Carey was no longer a member of the Company's board resulting in a change in status during the nine months ended March 31, 2014 and deferral of payments to the Company's Chief Financial Officer, Directors and other related parties during the nine months ended March 31, 2015, an approximate decrease of $63,000 to change in the amount of restricted cash which is the amount held in reserve by the Company's credit card processor which was higher at March 31, 2014 due to the MagCast relaunch in August 2013 and a decrease of approximately $93,000 in forgiveness of debt income which was including in net income from continuing operations in the nine months ended March 2014 but did not generate cash.

GOING CONCERN

The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As of March 31, 2015, the Company has a working capital deficit of approximately $1,965,000 and has accumulated losses of approximately $3,567,000 since its inception. The Company's ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing or to earn profits from its business operations to meet its obligations and pay its liabilities arising from normal business operations when they come due. In the past few years, the Company switched its focus to developing its own products. In May 2012, the Company launched MagCast which the Company expects to be an integral part of its businesses on an ongoing basis. MagCast is being sold directly to customers and through an affiliate network which expands the Company's selling capability and has a broad target market beyond the Company's traditional customer base. In April of 2014, the Company began offering the Ultimate Product System which incorporates 30DC's digital marketing platform Market Pro Max. Until the Company achieves sustained profitability it does not have sufficient capital to meet its needs and continues to seek loans or equity placements to cover such cash needs.

No commitments to provide additional funds have been made and there can be no assurance that any additional funds will be available to cover expenses as they may be incurred. If the Company is unable to raise additional capital or encounters unforeseen circumstances, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, issuance of additional shares of the Company's stock to settle operating liabilities which would dilute existing shareholders, curtailing its operations, suspending the pursuit of its business plan and controlling overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern.