Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2013
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _____________
Commission file number: 000-30999
30DC, INC.
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(Exact name of registrant as specified in its charter)
Maryland 16-1675285
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State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
80 Broad Street, 5th Floor, New York, New York 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 962-4400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered Name of each exchange
on which registered
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Not Applicable Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001
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(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |_|
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |_| No |X|
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files)
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
|_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).
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Large accelerated filer [___] Accelerated filer [___]
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Non-accelerated filer [___] Smaller reporting company [_X_]
(Do not check if a smaller
reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $5,119,552 as of December 31, 2012.
There were 87,413,464 shares outstanding of the registrant's Common Stock as of
December 23, 2013.
TABLE OF CONTENTS
PART II
ITEM 9 A. Controls and Procedures 4
PART IV
ITEM 15 Exhibits, Financial Statement Schedules 6
SIGNATURES 7
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EXPLANATORY NOTE
30DC, Inc. (the "Company") is filing this Amendment No. 2 to its Form 10-K filed
with the Securities and Exchange Commission on December 23, 2013 for the purpose
of revising Item 9A. - Controls and Procedures.
This Amendment does not reflect events occurring after the original filing on
December 23, 2013 or the Amendment No. 1 filed on March 26, 2014, except as
noted above. Except for the foregoing amended information, this Form 10-K/A No.
2 continues to speak as of the date of original filing on December 23, 2013 and
the Company has not otherwise updated disclosures contained therein or herein to
reflect events that occurred at a later date.
ITEM 9A. CONTROLS AND PROCEDURES
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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by our Company is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the SEC. Our Chief Executive Officer and Chief
Financial Officer are responsible for establishing and maintaining disclosure
controls and procedures for our Company.
Management, consisting of the Company's Chief Executive Officer and Chief
Financial Officer, after evaluating the effectiveness of the Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as
of June 30, 2013 (the "Evaluation Date") concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were ineffective to
ensure that material information relating to the Company would be made known to
them by individuals within those entities, particularly during the period in
which this annual report was being prepared and that information required to be
disclosed in the Company's SEC reports has not been recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms. As further detailed in the financial reporting controls section
below, the Company has limited resources and staff which impacts timeliness and
effective of disclosure controls.
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the effectiveness of our
"internal control over financial reporting" (as defined in the Securities
Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15d-15(e)) as of
the end of the period covered by this annual report on Form 10-K/A (the
"Evaluation Date"). Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of the Evaluation Date, our "internal
control over financial reporting" is not effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported, within the
time periods specified in the SEC rules and forms and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Specifically, management's evaluation was based on the following
material weaknesses, which existed as of June 30, 2013:
(1) Financial Reporting Systems: We did not maintain a fully
integrated financial consolidation and reporting system throughout
the period and as a result, extensive manual analysis,
reconciliation and adjustments were required in order to produce
financial statements for external reporting purposes.
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(2) Segregation of Duties: We do not currently have a sufficient
complement of technical accounting and external reporting personal
commensurate to support standalone external financial reporting
under public company or SEC requirements. Specifically, the
Company did not effectively segregate certain accounting duties
due to the small size of its accounting staff, and maintain a
sufficient number of adequately trained personnel necessary to
anticipate and identify risks critical to financial reporting and
the closing process. In addition, there were inadequate reviews
and approvals by the Company's personnel of certain
reconciliations and other processes in day-to-day operations due
to the lack of a full complement of accounting staff.
(3) Overpayment of Contractor Fees: The Company did not maintain
proper controls over revenue received , and disbursements for, a
Paypal e-commerce account and a related party bank account which
had been used historically by the business prior to the Infinity
transaction, As a result, during the fiscal year ended June 30,
2012, Marillion, which is a company affiliated with our Chief
Executive Officer, was paid contractor fees of $158,139 AUD
($159,183 USD) in excess of the amount of its annual contract. The
Company has taken steps to prevent future occurrences by notifying
all repeat paying customers that payments are to be remitted to
specific company accounts which have more appropriate financial
controls. The Company's Board has stipulated that the accounts in
question are no longer to be used for any ongoing or new business,
any deposit errors are to be immediately corrected by transfer of
funds to appropriate accounts and that the Company's Chief
Financial Officer be informed of all receipts so funds can be
tracked on a timely basis.
We believe that our weaknesses in internal control over financial reporting and
our disclosure controls relate in part to the fact that we are an emerging
business with limited personnel. Management and the Board of Directors believe
that the Company must allocate additional human and financial resources to
address these matters. Throughout the year, the Company has been continuously
improving its monitoring of current reporting systems and its personnel. The
Company intends to continue to make improvements in its internal controls over
financial reporting and disclosure controls until its material weaknesses are
remediated.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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The following is a complete list of exhibits filed as part of this Form 10K.
Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of
Regulation S-K.
(a) Audited financial statements for years ended June 30, 2013 and 2012
(b) EXHIBIT NO. DESCRIPTION
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3.1 Articles of Incorporation of Infinity Capital Group, Inc. (1)
3.2 Bylaws of Infinity Capital Group, Inc. (1)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act
32.1 Certification of Principal Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act
32.2 Certification of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act
101.INS XBRL Instance Document (2)(3)
101.SCH XBRL Taxonomy Extension Schema Document (2)(3)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (2)(3)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document (2)(3)
101.LAB XBRL Taxonomy Extension Label Linkbase Document (2)(3)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (2)(3)
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(1) Incorporated by reference from the exhibits included in the Company's Form
8K12g3 filed with the Securities and Exchange Commission (www.sec.gov),
dated May 5, 2005. A copy can be provided by mail, free of charge, by
sending a written request to 30DC, Inc., 80 Broad Street, 5th Floor, NY, NY
10004.
(2) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not
filed for purposes of section 18 of the Securities Exchange Act of 1934,
and otherwise is not subject to liability under these sections.
(3) Incorporated by reference from the exhibits included in the Company's Form
10-K/A filed with the Securities and Exchange Commission (www.sec.gov),
dated March 26, 2014. A copy can be provided by mail, free of charge, by
sending a written request to 30DC, Inc., 80 Broad Street, 5th Floor, NY, NY
10004.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
30DC, Inc.
Dated: April 4, 2014
By: /s/ Edward Dale
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Edward Dale, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Theodore A. Greenberg
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Theodore A. Greenberg, Chief Financial Officer
(Principal Accounting Officer), Secretary and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: April 4, 2014
30DC, Inc.
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/s/ Edward Dale
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Edward Dale, Director
/s/ Theodore A. Greenberg
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Theodore A. Greenberg, Director
/s/ Henry Pinskier
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Henry Pinskier, Director
/s/ Gregory Laborde
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Gregory Laborde, Director
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