30DC, INC. - FORM 10-K - November 17, 2015

Attached files

file	filename
EX-32.2 - 30DC, INC.	ex322.htm
EX-31.1 - 30DC, INC.	ex311.htm
EX-31.2 - 30DC, INC.	ex312.htm
EX-32.1 - 30DC, INC.	ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2015

	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.

(Exact name of registrant as specified in its charter)

Maryland		16-1675285
State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.

	80 Broad Street, 5^th Floor, New York, New York 10004
	(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
Not Applicable		Not Applicable

	Securities registered pursuant to Section 12(g) of the Act:
	Common Stock, $0.001 (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

[_]

[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

[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]

[_]

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).

Large accelerated filer

[___]

Accelerated filer

[___]

Non-accelerated filer

(Do not check if a smaller reporting company)

[___]

Smaller reporting company

[_X_]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

[_]

[X]

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,511,786 as of December 31, 2014

There were 60,109,783 shares outstanding of the registrant's Common Stock as of November 17, 2015.

TABLE OF CONTENTS

PART I

ITEM 1	Business	4
ITEM 1 A.	Risk Factors	10
ITEM 1 B.	Unresolved Staff Comments	16
ITEM 2	Properties	16
ITEM 3	Legal Proceedings	17
ITEM 4	Mine Safety Disclosures	17

PART II

ITEM 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
ITEM 6	Selected Financial Data	19
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 7 A.	Quantitative and Qualitative Disclosures About Market Risk	26
ITEM 8	Financial Statements and Supplementary Data	26
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
ITEM 9 A.	Controls and Procedures	27
ITEM 9 B	Other Information	28

PART III

ITEM 10	Directors, Executive Officers, and Corporate Governance	29
ITEM 11	Executive Compensation	32
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	40
ITEM 14	Principal Accounting Fees and Services	41

PART IV

ITEM 15	Exhibits, Financial Statement Schedules	42
SIGNATURES		43

-3-

Note about Forward-Looking Statements

This Form 10-K contains forward-looking statements, such as statements relating to our financial condition, results of operations, plans, objectives, future performance and business operations. These statements relate to expectations concerning matters that are not historical facts. These forward-looking statements reflect our current views and expectations based largely upon the information currently available to us and are subject to inherent risks and uncertainties. Although we believe our expectations are based on reasonable assumptions, they are not guarantees of future performance and there are a number of important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. By making these forward-looking statements, we do not undertake to update them in any manner except as may be required by our disclosure obligations in filings we make with the Securities and Exchange Commission under the Federal securities laws. Our actual results may differ materially from our forward-looking statements.

PART I

ITEM 1. BUSINESS

General

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to "We," "Us," "Our," "30DC," or the "Company" are to 30DC, Inc. Unless otherwise indicated all amounts are United States Dollars.

Summary

30DC is a digital media solution provider. The company's principal product, the MagCast Mobile Publishing Platform, is used for the creation of mobile magazine apps and facilitates the monetization of digital content through advanced marketing functions. The MagCast platform is compatible with the dominant mobile architectures for mobile devices such as smart phones and tablet computers, Apple's iOS and Google's Android. 30DC delivers the MagCast platform to licensees as a software-as-a-service.

The Company has its principal office located at 80 Broad Street, 5th Floor, New York, New York 10004, and its telephone number is (212) 962-4400. The Company maintains a website at www.30dcinc.com, and such website is not incorporated into this document.

Background

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").

-4-

launched in May 2012 and a majority of sales were the result of affiliate marketing relationships which resulted 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 e-commerce 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 related to Immediate Edge that had previously been acquired from 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.

On July 30, 2015, the 30DC, Inc. ("the Company") board of directors approved two agreements, one with Marillion Partnership ("Marillion") and one with Netbloo Media, Ltd. ("Netbloo") each of which acquired certain Internet Marketing business assets ("IM Assets") from the Company in exchange for a portion of the 30DC common stock that each held. The Marillion transaction included The Challenge, rights to the company's coaching and mentoring business and affiliate marketing rights. Consideration for the Marillion transaction was 10 million (10,000,000) common shares in 30DC. The Netbloo transaction included Market Pro Max and a portfolio of e-commerce training courses. Consideration for the Netbloo transaction was 6,743,681 common shares in 30DC. The Company expects the net book value of the assets being divested, which consists of intangible assets and goodwill, to exceed the fair market value of the shares redeemed on the date the transactions were approved by approximately $200,000. As a result of the transactions the Company's issued and outstanding shares have been reduced from 76,853,464 to 60,109,783. Prior to the transactions Marillion held 23.67% and Netbloo held 17.55% of the Company's issued and outstanding common stock. After the transactions, Marillion holds 13.62% and Netbloo holds 11.22% of the Company's issued and outstanding common stock.

Simultaneous with the transactions, the services agreement with Marillion, through which Edward Dale served as the Company's chief executive officer was terminated. The services agreement with Netbloo was revised to reflect a reduction in annual compensation from $300,000 to $150,000 and the services to be provided were refocused to be exclusively related to Company's digital publishing technology.

Business Model

Following an extensive review of our technology, market opportunities for our product portfolio and our service capabilities we made the strategic decision to focus on our mobile publishing solutions. Historically, 30DC offered a mix of 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. In July 2015, we divested a portfolio of non-core assets related to Internet marketing and training, including certain e-commerce tools. We have now focused our resources and product development effort on enhancing our mobile publishing technologies, extending our product line of mobile publishing solutions and expanded our service capabilities for existing and new customers.

At the foundation of our mobile publishing business strategy is a proven product with what we believe is a robust architecture. Our business had historically been driven by the attraction of participants to our flagship e-market training program, The Challenge, and the retention of those participants as potential customers for other high valued-added training programs and digital publishing solutions. Additionally, our Challenge community yielded valuable relationships by which we acquired exceptional new product innovations. In 2012, we entered into a joint venture with NetBloo Media for the development of a mobile publishing application. Our first product was introduced in 2012 as the MagCast Digital Publishing Platform for publication of content to mobile devices. We subsequently

-5-

acquired NetBloo Media's interest in the joint venture and continued the development activities within 30DC. In late 2014, we estimate magazines using MagCast represented 10% of mobile magazine apps in Apple's mobile app store, giving our platform the single largest representation among mobile magazine apps on Apple devices. By the end of June 2015, over 2,500 magazines had been published to Apple's mobile app store with the MagCast platform.

We believe current market trends are especially favorable for products and services based on our proprietary mobile publishing technology. The migration of consumers to mobile devices and away from computers and laptops has presented a new challenge for businesses and marketers. Consumers are attracted to the more personal and convenient delivery of information and commercial functionality offered by mobile devices. eMarketer reported that by mid 2013 for the first time consumers spent more time on mobile devices than on laptop and desktop computers. Indeed time spent on mobile devices has nearly tripled since 2011.

Focusing resources and product development in the large and growing market for digital publishing tools and services could afford 30DC the greatest opportunity to achieve long-term growth. Tablet and smart phone penetration is driving marketers to the use of mobile applications or 'apps' to create digital magazines and other publications that can reach target audiences. Publishing software provider Adobe, Inc. estimated that digital content revenue will grow by five times from $275 million in 2012 to $1.4 billion in 2017. The transition of advertising from print to digital is also revealed by the building importance of digital publications to advertisers. The accounting firm Price Waterhouse Coopers estimated that digital consumer magazine advertising could more than double in value in five years, growing to $13.6 billion by 2019 from to $6.4 billion in 2014, and representing 37% of total global magazine advertising.

Our knowledge of e-marketing is built into our mobile publishing solutions. This makes our solutions more likely to facilitate the achievement of the publisher's goals, including the monetization of content, generation of sales, retention of customer relationships, quality of service benchmarks or other business functions. We believe our mobile publishing products are versatile enough to serve a wide variety of users seeking to leverage mobile media to reach their constituents, including e-marketers, bloggers, e-book writers, corporate journalists, and other self-publishers.

Products and Services

The MagCast Digital Publishing Platform is the foundation of our mobile publishing product portfolio. The MagCast software program can be used to create an application or 'app' to publish digital magazines on mobile devices operating with the Applie iOS or Google Android architectures. The MagCast platform is delivered on-demand as a software-as-a-service (SaaS). MagCast is made available to users through an annual fee. We offered lifetime licenses to our initial customers for a single publication title, but since have instituted annual fees. Since inception we have issued over 4,000 licenses for the MagCast platform, most of which were initiated in conjunction with our training program called Digital Publishing BluePrint. Over 2,500 mobile magazines apps have been published with the platform, most of which have been new publications launched by entrepreneurs targeting niche consumer interests.

The MagCast platform provides a template designer, publishing tool and HTML editor, making it possible to add links to Internet sites as well as audio and video overlays to a foundational document in Publishing Digital Format (PDF). Once the design and layout are completed, the platform also submits the publication to the Apple and Google mobile operating systems. Access to the magazine 'app' can be managed through marketplaces maintained by the device manufacturers, Apple's iTunes or Google's Play.

The first version of the MagCast platform was launched in 2012 and the software has been updated periodically to improve functionality for our customers. We released Magcast Version 6.0 in July 2014. This update included dynamic in-app purchasing and several other new marketing features, including a survey funnel, e-mail sharing, push notifications and Facebook event tracking. In September 2014, Version 7.0 was released to add an in-app sales funnel. The user interface was also improved to facilitate list building and issuance of product or service offers. We also believe Version 7.0 was configured in such a way to reduce preparation time for individual issues. Version 7.0 was optimized for both the Android architecture and Apple's iOS 8 operating system.

-6-

Little or no programming experience or e-marketing knowledge is required to fully utilize our technologies. Consequently, we receive interest in the MagCast platform from a wide variety of content publishers. A video training program called Digital Publishing Blueprint can be made available to licencees who want additional guidance and support. The course is designed to instruct participants in the use of the MagCast platform, content monetization techniques using features of the MagCast platform and the use of proprietary content in developing brand awareness and product or service sales.

We believe that the MagCast platform could have wide appeal beyond our historic addressable market composed of e-marketers. In addition to the e-marketer, who we are confident will continue to have an interest in our e-market training courses and publishing solutions, we believe a number of other groups using the Internet and mobile devices as mediums to reach their constituents would purchase our products. Indeed, a building volume of our business has derived from sales to bloggers, e-book authors, corporate publishers, independent publishers, and other special interest content creators. These groups often monetize their creations through subscriptions, advertisement hosting or other strategies that afford fee streams through Internet sites or mobile apps. We believe our mobile publishing products are particularly beneficial for these professionals who are often exceptionally creative in their field but are new to marketing strategies and tactics.

Technology and Intellectual Property

The Company's assets consist primarily of property and equipment, goodwill and internally developed intangible property such as domain names, websites, customer lists, copyrights and trademarks. We do not hold any patents or patent applications.

The MagCast platform is an application ("App") used to publish a digital magazine to mobile devices. Digital Publishing Blueprint is a related training program that can be used in guiding users in the process of publishing and marketing a mobile publication. The software code, domain names and websites to operate the MagCast platform and Digital Publishing Blueprint are all proprietary to 30DC. The Company has trademarks for the names 'MagCast' and 'MagCast App.'

The Company holds the following Trademarks:

Filed	Trademark Application Number	Trademark	Status
United States	85-647,512	MAGCAST APP	Certificate of Registration Issued
United States	85-724,908	MAGCAST	Certificate of Registration Issued

We offer our software products under a software-as-a-service (SaaS) or on-demand model, where hosted software is provide on-demand to customers through a web browser. The use of the software products is governed by either the online terms of use or a license.

Building on our initial success with the MagCast Digital Publishing Platform, we have continued to develop new versions of the platform. We have also begun development of new products that leverage elements of the technology and programming embedded in the MagCast software application.

Market Opportunity

The increasing availability of mobile devices and apps created for those devices signals a seismic shift in consumer focus. Today over 50% of mobile web users around the world rely on their mobile device as their primary or exclusive means of going online. More importantly mobile website browsing through a conventional Internet browser application is being supplanted by mobile apps. The average consumer actively uses 6.5 different mobile apps during a thirty-day period. As a consequence 80% of time on mobile devices is spent using mobile apps. Importantly, on-line shopping is shifting from the desktop to mobile devices. According to

-7-

Branding Brand, a mobile commerce technology provider, the percentage of on-line shopping sales from smartphones increased to 4.6% by June 2013 compared to 2.6% at the same time in the prior year. Sales from non-mobile computers decreased to 82.4% from 88.2% in the prior year. Visits to retail sites using mobile devices tell a similar story. By June 2013, the percentage of visits from smartphones increased to 21.5% from 12.9% the previous year. Likewise, visits from tablets increased to 12.8% from 9.5%. At the same time shopping on laptop and desktop computers is declining.

The shift to mobile devices and apps presents a formidable challenge for business and publishers. Mobile device penetration means computing services are now available virtually wherever and whenever the user desires them. Thus the mobile device is more than simply another communication channel. It also has implications for multifaceted interaction with constituents. It brings into question established practices about how to create, nurture and sustain profitable, productive relationships with stakeholders, partners and customers.

Businesses, content publishers and even governments are responding to the profound transformation in consumer and constituent relations that is triggered by the shift to mobile devices. In their 2012 survey of 600 respondents around the world, Tata Consulting found that the companies in the survey planned to spend between 0.14% and 0.24% of revenue to become mobile-consumer ready. This includes the development of mobile apps and mobile-optimized websites for customers, employees and other constituents.

In addition to our historic customer base of e-marketers, who we are confident will continue to have an interest in our digital media products and solutions, we believe our products would be appealing to a number of other customer groups that use mobile devices as mediums to reach their constituents. A building volume of interest in our products has come from bloggers, e-book authors, corporate publishers, independent publishers, and other creators of original content. These groups are interested in monetizing their creations through subscriptions, advertisement hosting or other fee streams. The MagCast platform features marketing options that facilitate the initiation and management of various content monetization strategies.

Several of these potential customer groups have numerous populations and a market opportunity for our mobile publishing solutions. For example, by July 2014, self-published authors accounted for 31% of total daily e-book sales. According to eMarketer, an industry research group, self-published authors represents a market value of $3.4 billion in the U.S. alone. Another example is the blogger. Weblogs or blogs run the gamut from personal on-line diaries to on-line branding vehicles to professionally edited, multi-author publications. Statistica estimated that there were 175 million blogs by the end of 2011 and a Nielsen/McKinsey report cited 181 million blogs at that time. A survey completed in 2013 by Snitchim.com found 239.3 million blogs powered by the top five blogging platforms. WordPress, the most popular blog platform, claims over 170,000 new blogs are created every day. Technorati Media, a research firm focused on digital media, estimates that there are over 2.1 million blog posts published each day.

Competition

Our mobile digital publishing solutions and services face competition from a number of different vendors and mobile publishing alternatives. There are a several software programs to develop and deliver digital magazines on mobile devices, which could be competitors to our MagCast Mobile Digital Publishing Platform. Our competition includes companies with products intended to 1) assist in the transition from print publication to digital publications [for example Adobe's Digital Publishing Suite], 2) publish corporate communications [for example mag+], 3) publish education-related materials [for example, PageSuite], 4) create new content for mobile devcies [for example Joomag],5) publish Internet content in the form of blogs to mobile devices {for example, Glipho] and 6) create and share a mobile business library [for example, Publ.com]. Many of these programs and applications are also made available on-demand as a software-as-a-service in a similar manner as our MagCast platform.

-8-

In addition to mobile publishing programs, an aspiring publisher can commission a proprietary mobile application from a software program developer that provides custom app development services. Additionally, there is a mix of 'done-for-you' publishing services to which authors or businesses could outsource the publication of their content through mobile apps.

We compete on the basis of the features of our mobile publishing platform products and the quality of our services to licensees. We believe our MagCast Digital Publishing Platform compares favorably to alternative publication solutions through functions built into the MagCast platform that allow publishers to plan and execute on a strategic marketing plan directly within the platform. Notably, several of the MagCast licensees have been among top selling mobile apps in their categories in Apple's iTunes store. We attribute some of this success to the unique features of the MagCast Platform that facilitate the monetization of creative content. The combination of publishing, marketing and sales functions built into the MagCast platform make it possible for licensees to achieve commercial success and receive a higher return on their investment.

Executive Officers

In July 2015, in order to deploy our human and capital resources more effectively toward our digital publishing initiatives, we divested assets related to The Challenge, other Internet market training programs and certain e-commerce tools. The Challenge, rights to our coaching and mentoring services, and affiliate marketing rights were sold to Marillion Partnership and a website development tool called Market Pro Max and a portfolio of e-commerce training courses were sold to NetBloo Media, Ltd. Simultaneous with the transactions, the services agreement with Marillion, through which Edward Dale served as the Company's chief executive officer was terminated. The services agreement with Netbloo was revised to reflect reduced annual compensation and the services to be provided were refocused to be exclusively related to Company's digital publishing technology.

The Chairman of our Board of Directors, Henry Pinskier, was appointed Interim Chief Executive Officer pending completion of an executive search for a permanent appointee. Edward Dale remains a Director of our Company.

Additional biographical information on our directors, executive officer and corporate governance can be found in Part III, Item 10.

EMPLOYEES

As of June 30, 2015, we had approximately 11 employees and contractors. Our employees and contractors are located both in the United States and in our offshore offices.

ITEM 1A. RISK FACTORS

RISKS RELATING TO OUR BUSINESS AND STRUCTURE

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

The Company has a limited operational history.

We have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in an emerging industry, and the continued development of advertising, promotions, and a corresponding customer base. There is a possibility that we could sustain losses in the future, and there are no assurances that we will ever operate profitably.

-9-

Going Concern

The consolidated financial statements included herein 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 June 30, 2015, the Company has a working capital deficit of approximately $2,091,000 and has accumulated losses of approximately $4,711,000 since its inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing 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 through an affiliate network which expands the Company's selling capability and has a broad target market beyond the Company's traditional customer base.

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. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

To fund working capital for the next twelve months, the Company expects operations to continue to improve through increased sales of MagCast and itsrelated training courses, to settle additional liabilities using the Company's stock and to raise additional capital.

The Company may need additional financing for which 30DC has no commitments, and this may jeopardize execution of the Company's business plan.

30DC has limited funds, and such funds may not be adequate to carry out the business plan. The Company's ultimate success depends upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, 30DC's operations will be limited to those that can be financed with its modest capital.

We will incur expenses in connection with our SEC filing requirements and we may not be able to meet such costs, which could jeopardize our filing status with the SEC.

As a public reporting company we are required to meet the filing requirements of the SEC. We estimate accounting and legal expenses on an annualized basis to be approximately $125,000, which includes both the annual audit and the review of the quarterly reports by our auditors. These costs can increase significantly if the Company is subject to comment from the SEC on its filings and/or we are required to file supplemental filings for transactions and activities. In the past, we have been unable to meet our filing requirements on a timely basis. If we continue to be unable to meet our filing requirements or are not compliant in meeting the filing requirements of the SEC, we could lose our status as a 1934 Act Company, which could compromise our ability to raise funds.

-10-

We are highly dependent on the services of key personnel.

Our success depends and will depend on the efforts and abilities of our key personnel, Netbloo Media, Ltd., a contractor that co-developed MagCast, our development team, our directors, who determine our strategic direction. .The loss of any of them would have a material adverse effect on us. Our success also depends upon our ability to attract and retain qualified personnel required to fully implement our business plan. There can be no assurance that we will be successful in these efforts.

30DC's officers and directors may have conflicts of interest which may not be resolved favorably to the Company.

Certain conflicts of interest may exist between 30DC and its officers and directors. The Company's Officers and Directors have other business interests to which they devote their attention and may be expected to continue to do so although management time should be devoted to 30DC business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to 30DC. See "Directors and Executive Officers".

We may not be able to manage our growth effectively.

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

If we do not continually update our products, they may become obsolete and we may not be able to compete with other companies.

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

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

We rely on proprietary rights.

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

-11-

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

Systems failures could harm our business.

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

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

We depend on continued performance of and improvements to our computer network.

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

Internet commerce security threats could pose a risk to our online sales and overall financial performance.

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

-12-

Risk of Capacity Constraints; Reliance on Internally Developed Systems; System Development Risks.

A key element of our strategy is to generate a high volume of traffic on, and use of, our services across our network infrastructure and systems. Accordingly, the satisfactory performance, reliability and availability of our software systems, transaction-processing systems and network infrastructure are critical to our reputation and our ability to attract and retain customers, as well as maintain adequate customer service levels. Our revenues depend on the number of visitors who sign up for our services. Any systems interruptions that result in the unavailability of our software systems or network infrastructure would reduce the volume of sign ups and the attractiveness of our service offerings. We may experience periodic systems interruptions from time to time. Any substantial increase in the volume of traffic on our software systems or network infrastructure will require us to expand and upgrade further our technology, transaction-processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our Web site or timely expand and upgrade our systems and infrastructure to accommodate such increases. We will use a combination of industry supplied software and internally developed software and systems for our search engine, distribution network, and substantially all aspects of transaction processing, including order management, cash and credit card processing, and accounting and financial systems. Any substantial disruptions or delays in any of our systems would have a materially adverse effect on our business, prospects, financial condition and results of operations.

There are risks associated with our domain names.

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

Storage of personal information about our customers could pose a security threat.

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

We face possible liability for information displayed on our web sites.

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

-13-

We have agreed to indemnify our officers and directors against lawsuits.

Our operating subsidiary is a Delaware corporation. Delaware law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Delaware law also authorizes Delaware corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by law.

We currently do not maintain any insurance coverage. In the event that we are found liable for damage or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. We have not maintained liability insurance in the past, but intend to acquire such coverage immediately upon resources becoming available. There is no guarantee that we can secure such coverage or that any insurance coverage would protect us from any damages or loss claims filed against it.

If we engage in any acquisition, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition.

We intend to acquire businesses, technologies, services or products or license technologies that we believe are a strategic fit with our business, though none have been identified at the time of this filing, other than the Netbloo transaction. We have limited experience in identifying acquisition targets, and successfully completing and integrating any acquired businesses, technologies, services or products into our current infrastructure. The process of integrating any acquired business, technology, service or product may result in unforeseen operating difficulties and expenditures and may divert significant management attention from our ongoing business operations. As a result, we will incur a variety of costs in connection with an acquisition and may never realize our anticipated benefits.

We may engage in transactions that present conflicts of interest.

The Company and officers and directors may enter into agreements with the Company from time to time which may not be equivalent to similar transactions entered into with an independent third party. A conflict of interest arises whenever a person has an interest on both sides of a transaction. While we believe that it will take prudent steps to ensure that all transactions between the Company and any officer or director is fair, reasonable, and no more than the amount it would otherwise pay to a third party in an "arms-length" transaction, there can be no assurance that any transaction will meet these requirements in every instance.

The Company may in the future issue more shares which could cause a loss of control by its present management and current stockholders.

30DC may issue further shares as consideration for the cash or assets or services out of its authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of the Company. The result of such an issuance would be those new stockholders and management would control the Company, and persons unknown could replace the Company's management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of 30DC by its current shareholders, which could present significant risks to investors.

The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.

The Company is a "penny stock" company. Our securities currently trade over the counter ("OTC") on the OTC Pink market operated by OTC Market Group, Inc and are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the

-14-

purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

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

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

The Company will pay no foreseeable dividends in the future.

The Company has not paid dividends on our common stock and does not anticipate paying such dividends in the foreseeable future.

Our investors may suffer future dilution due to issuances of shares for various considerations in the future.

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

FACILITIES

The current corporate address is 80 Broad Street, 5th Floor, New York, New York 10004. The telephone number is 212-962-4400. The Company entered into a new lease effective March 2011 for twelve months which was renewed in March 2015 for twelve months. The lease is non-cancellable with a minimum monthly payment of $99 and provision for additional charges for use of facilities and services utilized on an as-needed basis. Rent expense incurred under the lease in the years ended June 30, 2015 and 2014 was approximately $1,218 and $1,521, respectively.

REAL PROPERTY

None.

-15-

MINERAL PROPERTIES

None.

ITEM 3. LEGAL PROCEEDINGS

30DC anticipates that it (including any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and 30DC cannot assure that their ultimate disposition will not have a materially adverse effect on the Company's business, financial condition, cash flows or results of operations. The Company is not a party to any pending legal proceedings, nor is the Company aware of any civil proceeding or government authority contemplating any legal proceeding as of the date of this filing.

ITEM 4. MINE AND SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is presently traded over the counter ("OTC") on the OTC Pink market operated by OTC Market Group, Inc. Our trading symbol is "TDCH."

The following table sets forth the range of high and low closing prices for the common stock of each full quarterly period during the years ended June 30, 2015 and 2014. The quotations were obtained from information published by the FINRA and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Market Information


Fiscal Year Ended June 30, 2015:	High	Low
Quarter Ended September 30, 2014	$0.13	$0.06
Quarter Ended December 31, 2014	$0.10	$0.03
Quarter ended March 31, 2015	$0.06	$0.03
Quarter ended June 30, 2015	$0.03	$0.01

Fiscal Year Ended June 30, 2014:	High	Low
Quarter Ended September 30, 2013	$0.23	$0.05
Quarter Ended December 31, 2013	$0.32	$0.08
Quarter Ended March 31, 2014	$0.15	$0.08
Quarter Ended June 30, 2014	$0.14	$0.08

Holders

As of June 30, 2015, the Company had approximately 132 holders of record of the Common Stock. Since a portion of the Company's common stock may be held in "street" or nominee name, the Company is unable to determine the exact number of beneficial holders.

-16-

Dividend Policy

The Company currently anticipates that it will retain all of its earnings to finance the operation and expansion of its business, and therefore does not intend to pay dividends on its Common Stock in the foreseeable future. Since its inception, the Company has never declared or paid any cash dividends on its Common Stock. Any determination to pay dividends in the future is at the discretion of the Company's Board of Directors and will depend upon the Company's financial condition, results of operations, capital requirements, limitations contained in loan agreements and such other factors as the Board of Directors deems relevant.

Recent Sales of Unregistered Securities

We made unregistered sales and issuances of our securities during the years ended June 30, 2015 and 2014 as follows.

During the year ended June 30, 2015, the Company issued common stock and stock options as follows:

DATE OF PURCHASE	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION	CLASS OF PURCHASER

None

During the year ended June 30, 2014, the Company issued common stock and stock options as follows:

DATE OF PURCHASE	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION	CLASS OF PURCHASER

September 9, 2013	Common Stock	300,000	$48,000	Vendor

August 24, 2013	Common Stock	26,525	$6,101	Creditor

November 4, 2013	Common Stock	100,000	$22,000	Creditor

Issuer Purchases of Equity Securities

30DC, Inc. did not repurchase any shares of its common stock during the years ended June 30, 2015 and 2014

During the year ended June 30, 2014, the Company divested the Immediate Edge business for which the consideration was 10,560,000 of the Company's commons shares returned to the Company by Raine Ventures, LLC such shares have been canceled.

DATE OF PURCHASE	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION	CLASS OF PURCHASER

February 28, 2014	Common Stock	10,560,000	$207,335 (1)	Affiliate

(1) Book value of the Immediate Edge business

Subsequent to June 30, 2015, on July 30, 2015, the Company divested a portfolio of Internet marketing assets, including Market Pro Max, in two separate

-17-

transaction with Marillion Partnership and Netbloo Media, Ltd. in exchange for a total of 16,743,681 shares of the Company's common stock such shares have been canceled.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD LOOKING STATEMENTS AS A RESULT OF ANY NUMBER OF FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" ON PAGE 10 AND ELSEWHERE IN THIS REPORT.

OVERVIEW

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 Mobile Publishing Platform ("MagCast"). MagCast provides customers access to a cloud-based service to create an application ("App") to publish a digital magazine on the Apple and Google app distribution platforms 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 resulted 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 e-commerce marketing websites for a purchase price of 13,487,363 shares of the Company's common stock.

-18-

transactions were approved by approximately $200,000. As a result of the transactions the Company's issued and outstanding shares have been reduced from 76,853,464 to 60,109,783. Prior to the transactions Marillion held 23.67% and Netbloo held 17.55% of the Company's issued and outstanding common stock. After the transactions, Marillion holds 13.62% and Netbloo holds 11.22% of the Company's issued and outstanding common stock.

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.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $53,681 at June 30, 2015 and the Company had a working capital deficit of $2,090,500. For the year ended June 30, 2015, the Company did not generate sufficient cash from operations to fund current year operating and administrative expenses. The Company has not generated consistent profits and has significant outstanding liabilities. The Company has taken steps to reduce its operating expenses. On July 30, 2015, the Company's contractor agreement with Marillion Partnership, a more than 10% owner in the Company, through which Edward Dale was serving as the Company's chief executive officer, was terminated and by agreement of the parties no contractor fees were due subsequent to May 15, 2015. Marillion had been one of the highest paid contractor or employee working for the Company at an annual rate of $317,825 AUD ($239,709 USD). On July 30, 2015, Henry Pinskier, the chairman of the Company's board of directors was elected by the board as interim chief executive officer and is not receiving cash compensation. Effective May 15, 2015, the contractor agreement with Netbloo Media, Ltd. was revised; annual compensation was reduced from $300,000 to $150,000 while the services Netbloo will provide to the Company are now focused on the MagCast Publishing Platform. 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. The Company expects increased revenue from further sales of MagCast Publishing Platform and by marketing to customers outside its historical customer base with the goal of recurring revenue through annual licenses. 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 June 30, 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 year ended June 30, 2015, operating activities provided the Company with $66,870 from continuing operations. During the year ended June 30, 2014, operating activities provided the Company with $166,335 from continuing operations. The decrease of $99,465 in funds provided from operating activities was due to a number of factors. For the year ended June 30, 2015 the Company had net a net loss from continuing operations of $1,261,232 compared to net income from

-19-

continuing operations of $121,693 during the year ended June 30, 2014. $737,284 of the loss for the year ended June 30, 2015 was due to impairment of goodwill which was a noncash expenditure and including in income for the year ended June 30, 2014 was $93,513 in forgiveness of debt which is non-cash income. During the year ended June 30, 2015, the Company had an increase in accounts payable of $78,798 while during the year ended June 30, 2014 the Company had a decrease in accounts payable of $179,493. During the year ended June 30, 2015, the Company had a decrease in accrued expenses and refunds of $23,521 while during the year ended June 30, 2014 the Company had an increase in accrued expenses and refunds of $257,813. During the year ended June 30, 2015 deferred revenue increased by $34,960 while during the year ended June 30, 2014 deferred revenue increased by $102,196. During the year ended June 30, 2015, the Company had an increase in due to related parties of $379,973 while during the year ended June 30, 2014 the Company had a decrease in due to related parties of $118,574.

During the years ended June 30, 2015 and June 30, 2014 no funds were provided by or used for financing activities.

During the year ended June 30, 2015 the Company used $110,414 for discontinued operations compared to the year ended June 30, 2014 when the Company used $168,288 for discontinued operations.

GOING CONCERN

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.

-20-

RESULTS OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2015 COMPARED TO THE YEAR ENDED JUNE 30, 2014

During the year ended June 30, 2015, the Company recognized revenues of $738,174 from continuing operations compared to $2,354,835 during the year ended June 30, 2014. Revenues of the Company were from the following sources during the year ended June 30, 2015 compared to June 30, 2014.

	Year Ended June 30, 2014	Year Ended June 30, 2013	Increase or (Decrease)
Revenue
Subscription Revenue	$ 63,451	$ 14,163	$ 49,288
Products and Services	674,723	2,340,672	(1,665,949)
Total Revenues	$ 738,174	$2,354,835	$(1,616,661)

The $49,288 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 $1,665,949 decrease in products and services revenue was all due to a decrease of 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.

During the year ended June 30, 2015, the Company incurred $1,274,312 in other operational expenses from continuing operations compared to $2,326,655 during the year ended June 30, 2014. Operational expenses during the years ended June 30, 2015 and 2014, include the following categories:

	Year Ended	Year Ended	Increase or
	June 30, 2015	June 30, 2014	Decrease
Accounting Fees	$ 96,750	$ 107,612	(10,862)
Credit Card Processing Fees	26,753	112,397	(85,644)
Commissions	156,200	752,470	(596,270)
Independent Contractors	229,189	366,240	(137,051)
Depreciation and Amortization	57,143	61,882	(4,739)
Directors Fees	118,855	143,618	(24,763)
Internet Expenses	21,542	23,930	(2,388)
Legal Fees	27,566	46,346	(18,780)
Officer's Salaries	140,855	233,619	(92,764)
Related Party Contractors	341,250	360,000	(18,750)
Telephone and Data Lines	17,816	17,736	80
Travel & Entertainment	3,109	56,603	(53,494)
Other Operating Expenses	37,284	44,202	(6,918)

Total Operating Expenses	$ 1,274,312	$ 2,326,655	$ (1,052,343)

The decrease of $85,644 in credit card processing fees resulted from the $1,616,161 decrease in revenue and a decrease of approximately 1.5% in the effective credit card processing rate.

The decrease of $596,270 in commissions resulted from the $1,616,161 decrease in products and services revenue, a significant portion of which were sales through marketing affiliate relationships which result in commission expense.

-21-

The decrease of $137,051 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 $7,600 per month, and one at the end of August 2014, saving the Company approximately $5,100 per month and a reduction of $28,000 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 year ended June 2014 included, $10,000 for a strategic consultant and $4,500 for a valuation analyst. These increases were offset by an increase of $3,000 per month to a contractor who has assumed additional responsibilities and $10,000 for a contractor working on a corporate marketing program for MagCast.

The decrease of $24,763 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 year ended June 2015 from the amount in the year ended June 2014, these options fully vested January 1, 2015.

The decrease of $92,764 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 year ended June 2015 from the amount in the year ended June 2014, these options fully vested January 1, 2015.

The decrease of $18,750 in Related Party Contractors was due to the Marillion Partnership no longer earning contractor fees as of May 15, 2015.

Travel and Entertainment decreased by $53,494 due to a company-wide group meeting and travel to an investor conference, both in November 2013 which did not repeat during the year ended June 2015.

During the year ended June 30, 2015, the Company recognized a net loss from continuing operations of $1,261,232 compared to net income of $121,693 during the year ended June 30, 2014. The decrease of $1,382,925 was the result of a number of factors, the $1,616,661 decrease in revenues shown above and goodwill impairment charge of $737,284 recorded during the year ended June 2015 offset by the $1,052,243 decrease in other operational expenses shown above, and forgiveness of debt income of $93,513 during the year ended June 2014.

CRITICAL ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

GOODWILL AND INTANGIBLE ASSETS

The Company accounts for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Company completed an evaluation of goodwill at June 30, 2015 and determined that goodwill had been impaired. The Company prepared a discounted cash flow analysis to determine the fair value of the reporting unit and the excess of goodwill carrying value over the fair market value was recorded as impairment of goodwill.

At June 30, 2015, the portfolio of assets which were subsequently divested on July 30, 2015 was classified as held for sale and the goodwill associated with those assets was included in assets of discontinued operations and the goodwill impairment associated with those assets was included in results of discontinued operations.

-22-

February 28, 2014. Since the Company is one reporting unit for goodwill purposes, ASC 350-20-40, which requires a calculation of the relative fair values of the disposed business and retained business, was followed to determine the amount of goodwill allocated to the Immediate Edge. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value.

Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

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 three categories, (i) commissions, (ii) subscriptions and (iii) products and services. Commissions are all affiliate marketing commissions generated when a customer is referred to a third-party via the Internet and the customer makes a purchase, which is paid for at the time of purchase. Revenue from commissions is recognized when the customer purchase is made from the third-party. Subscription revenue is primarily 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 in accordance with the specific guidance for recognizing software revenue, where applicable, the Company recognizes revenue from perpetual software licenses at the inception of the license term, assuming all revenue recognition criteria have been met. Term-based software license revenue is recognized on a subscription basis over the term of the license entitlement. The Company recognizes revenue for software hosting or software-as-a-service (SaaS) arrangements as the service is delivered, generally on a straight-line basis, over the contractual period of performance. In software hosting arrangements where software licenses are sold, the associated software revenue is recognized according to whether perpetual licenses or term licenses are sold, subject to the above guidance. In SaaS arrangements where software licenses are not sold, the entire arrangement is recognized on a subscription basis over the term of the arrangement. Deferred revenue consists of the unearned portion of subscription payments as of the financial statement date.

DISCONTINUED OPERATIONS

The Company accounts for discontinued operations in accordance with ASC 205-20-45-1. For the year ended June 30, 2015, the Company has included two businesses in discontinued operations; the portfolio of Internet marketing assets which were divested on July 30, 2015 and were classified as held for sale at June 30, 2015 and the business of Infinity which was discontinued after the share exchange with 30DC DE on September 10, 2010. For the year ended June 30, 2014, the Company included three businesses in discontinued operations; the portfolio of Internet marketing assets which were divested on July 30, 2015, the Immediate Edge business which was divested effective February 28, 2014 (see note 3) and the business of Infinity which was discontinued after the share exchange with 30DC DE on September 10, 2010.

-23-

EQUITY-BASED PAYMENTS

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.

The Company account for equity instruments issued to employees in accordance with ASC 718 "Stock Compensation". Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method.

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The functional currency of the Company's 30 Day Challenge division switched to the United States dollar from the Australian dollar on July 1, 2012. All other Company operations have and continue to use the United States dollar as their functional currency. For all accounting periods prior to July 1, 2012, the Company followed ASC 830 "Foreign Currency Matters", under which 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. The historical foreign currency translation loss remains on the Balance Sheet at $(102,858) which was the balance at June 30, 2012.

FORGIVENESS OF DEBT

The company has settled some debts for cash and/or payment in stock for less than the full amount due to the creditor. The Company records the difference between the amount that was owed and the amount which was paid as other income. During the year ended June 30, 2014, the Company settled three amounts owed to vendors from prior years for a total amount of $93,513 less than the full amount owed. During the year ended June 30, 2014, discontinued operations includes $796 for the amount a note payable was settled for less than the amount due, inclusive of accrued interest. During the year ended June 30, 2015 the Company did not settle any debts for less than the amount owed but the Company did write-off $12,190 for continuing operations and $52,826 in discontinued operations for amounts owed which have exceeded the statute of limitations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Company's business activities contain elements of risk. Neither our investments nor an investment in us is intended to constitute a balanced investment program.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of 30DC, Inc. for the years ended June 30, 2015 and 2014 appear as pages F-1 through F-23.

-24-

30DC, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2015 AND 2014

-F-1-

INDEX

Page F-3	Report of Independent Registered Public Accounting Firm

Page F-4	Consolidated Balance Sheets

Page F-5	Consolidated Statements of Operations

Page F-6	Consolidated Statements of Changes in Stockholders' Equity (Deficiency)

Page F-7	Consolidated Statements of Cash Flows

Page F-8	Notes of Consolidated Financial Statements

-F-2-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

30DC, Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of 30DC, Inc. and its subsidiaries (collectively the "Company") as of June 30, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders' equity (deficiency) and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of 30DC, Inc. and its subsidiaries as of June 30, 2015 and 2014 and the results of their consolidated operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has accumulated losses from operations since inception and has a working capital deficit as of June 30, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

November 17, 2015

-F-3-

30DC, INC. AND SUBSIDIARY
Consolidated Balance Sheets

			June	June
			30, 2015	30, 2014
Assets

Current Assets

	Cash and Cash Equivalents		$ 53,681	$ 102,684
	Restricted Cash		70,000	83,730
	Accrued Commissions Receivable		4,094	12,706
	Accounts Receivable		11,583	38,313
	Prepaid Expenses		15,419	24,291
	Assets of Discontinued Operations		80,771	116,313

		Total Current Assets	235,548	378,037

Property and Equipment, Net			16,113	19,066
Intangible Assets, Net			118,320	169,028
Goodwill			799,383	1,536,667
Assets of Discontinued Operations			291,175	541,869

		Total Assets	$ 1,460,539	$ 2,644,667

Liabilities and Stockholders' Equity

Current Liabilities

	Accounts Payable		$ 256,836	$ 190,228
	Accrued Expenses and Refunds		602,044	625,565
	Deferred Revenue		122,007	87,047
	Due to Related Parties		1,185,456	805,483
	Liabilities of Discontinued Operations		159,657	220,217

		Total Current Liabilities	2,326,000	1,928,540

		Total Liabilities	2,326,000	1,928,540

Stockholders' Equity (Deficit)

	Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued		-	-
	Common Stock, Par Value $0.001, 100,000,000 authorized,
		76,853,464 issued and outstanding	76,853	76,853
	Paid in Capital		3,844,315	3,826,606
	Accumulated Deficit		(4,683,771)	(3,084,474)
	Accumulated Other Comprehensive Loss		(102,858)	(102,858)

		Total Stockholders' Equity (Deficit)	(865,461)	716,127

Total Liabilities and Stockholders' Equity (Deficit)			$ 1,460,539	$ 2,644,667

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

-F-4-

30DC, INC. AND SUBSIDIARY
Consolidated Statements of Operations and Comprehensive Loss
Years Ended June 30,

			2015	2014

Revenue

	Subscription Revenue		$ 63,451	$ 14,163
	Products and Services		674,723	2,340,672

		Total Revenue	738,174	2,354,835

Operating Expenses

	Goodwill Impairment		737,284	-
	Other Operating Expenses		1,274,312	2,326,655

		Total Operating Expenses	2,011,596	2,326,655

Operating Income (Loss)			(1,273,422)	28,180

Other Income

	Extinguishment of liabilities		12,190	-
	Forgiveness of Debt		-	93,513

		Total Other Income	12,190	93,513

Income (Loss) From Continuing Operations			(1,261,232)	121,693

Loss From Discontinued Operations			(338,065)	(62,775)

Net Income (Loss)			$ (1,599,297)	$ 58,918

Weighted Average Common Shares Outstanding
Basic			76,853,464	83,758,982
Diluted			76,853,464	84,616,125
Income (Loss) Per Common Share (Basic and Diluted)
Continuing Operations			$ (0.02)	$ 0.00
Discontinued Operations			(0.00)	(0.00)
Net Income (Loss) Per Common Share			$ (0.02)	$ 0.00

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

-F-5-

30DC, INC. And Subsidiary
Consolidated Statements of Changes in Stockholders' Equity (Deficit)


					Accumulated		Total
					Other		Stockholders'
		Common Stock		Additional	Comprehensive	Accumulated	Equity
		Shares	Par Value	Paid In Capital	Income (Loss)	Deficit	(Deficit)
Balance - June 30, 2013		86,986,939	$ 86,987	$ 3,880,469	$ (102,858)	$ (3,143,392)	$ 721,206

	Net Income	-	-	-	-	58,918	58,918

	Immediate Edge Divestiture	(10,560,000)	(10,560)	(196,775)			(207,335)

	Issuance of Stock Options to Employees			67,237	-	-	67,237

	Issuance of Common Stock to Settle Liabilities	426,525	426	75,675	-	-	76,101

Balance - June 30, 2014		76,853,464	$ 76,853	$ 3,826,606	$ (102,858)	$ (3,084,474)	$ 716,127

	Net Loss	-	-	-	-	(1,599,297)	(1,599,297)

	Issuance of Stock Options to Employees	-	-	17,709	-	-	17,709

Balance - June 30, 2015		76,853,464	$ 76,853	$ 3,844,315	$ (102,858)	$ (4,683,771)	$ (865,461)





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

-F-6-

30DC, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows


			Year Ended
			June 30,	June 30,
			2015	2014


Cash Flows from Operating Activities:
Net Income (Loss)			$ (1,599,297)	$ 58,918
Loss From Discontinued Operations			338,065	62,775

Adjustments to Reconcile Income (Loss) from Continuing Operations
to Net Cash Provided By (Used In) Operating Activities
	Depreciation and Amortization		57,145	61,883
	Equity Based Payments To Employees		17,709	67,237
	Extinguishment of liabilities		(12,190)	-
	Gain on Debt Forgiveness		-	(93,513)
	Goodwill Impairment		737,284	-

Changes in Operating Assets and Liabilities
	Restricted Cash		13,730	(35,746)
	Accrued Commissions Receivable		8,612	19,329
	Accounts Receivable		26,730	(12,199)
	Prepaid Expenses		8,872	(24,291)
	Accounts Payable		78,798	(179,493)
	Accrued Expenses and Refunds		(23,521)	257,813
	Deferred Revenue		34,960	102,196
	Due to Related Parties		379,973	(118,574)

		Net Cash Provided by Operating Activities	66,870	166,335

Cash Flows from Investing Activities
	Purchases of Property and Equipment		(5,459)	(10,766)

		Net Cash Used in Investing Activitities	(5,459)	(10,766)

Cash Flows from Discontinued Operations
	Cash Flows From Operating Activities		(110,414)	(168,288)

		Net Cash Used in Discontinued Operations	(110,414)	(168,288)

Decrease in Cash and Cash Equivalents			(49,003)	(12,719)
Cash Transferred In Divestiture			-	(969)
Cash and Cash Equivalents - Beginning of Period			102,684	116,372

Cash and Cash Equivalents - End of Period			$ 53,681	$ 102,684

Supplemental Disclosures of Non Cash Financing Activity
	Common Stock Issued to Settle Liabilities		$ -	$ 76,101
	Common Stock Redeemed For Divestiture		-	207,335

Supplemental Disclosures of Cash Flow Information:
	Cash paid during the year for:
	Interest		$ 6,843	$ 36,924
	Income taxes		1,514	2,936




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

-F-7-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND LIQUIDITY

30DC, Inc., Delaware, ("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").

On September 10, 2010, shareholders of 30DC DE exchanged 100% of their 30DC DE shares for 60,984,000 shares of Infinity Capital Group, Inc. ("Infinity"), a publicly traded company which trades over the counter ("OTC") on the OTC Pink market operated by OTC Market Group, Inc. 30DC DE became a wholly owned subsidiary of Infinity Capital Group, Inc. which subsequently changed its name to 30DC, Inc. ("30DC" and together with its subsidiary "the Company"). 30DC DE was the accounting acquirer in the transaction and its historical financial statements became the historical financial statements of 30DC.

In May of 2012 the Company signed a joint venture agreement ("JV Agreement") with Netbloo Media, Ltd. ("Netbloo") for the MagCast Publishing Platform ("MagCast") which was jointly developed. 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. Please see Note 4 for further details on the acquisition.

Effective February 28, 2014, the Company divested assets and liabilities that made up the Immediate Edge 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.

On July 30, 2015, the Company divested a portfolio of Internet marketing assets, including Market Pro Max, in two separate transaction with Marillion Partnership and Netbloo Media, Ltd. in exchange for return of a total of 16,743,681 shares of the Company's common stock to the Company.

30DC's main product is the MagCast Publishing Platform, cloud-based digital publishing software which enables customers to publish a digital magazine in the Apple App Store and on Google Play. The Company also offers related training courses and support services. The Company's assets consist primarily of property and equipment, goodwill and internally developed intangible property such as domain names, websites, customer lists and copyrights.

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and include the accounts of 30DC, Inc., (f/k/a Infinity Capital Group, Inc.) and its subsidiary 30DC DE.

-F-8-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

GOING CONCERN

The 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 June 30, 2015 and 2014, the Company had a working capital deficit of approximately $2,090,500 and $1,550,500, respectively, and had accumulated losses of approximately $4,683,800 and $3,084,500, respectively, since its inception. The Company's ability to continue as a going concern is dependent upon its ability 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. 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. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk related to cash and cash equivalents.

The vendor which processes the Company's credit card sales requires a reserve account the balance of which is classified as restricted cash. The reserve balance is a fixed amount that is periodically reviewed and was $70,000 at June 30, 2015. Previously, the reserve was 10% of sales on a rolling six month basis and was $83,730 at June 30, 2014.

ACCOUNTS RECEIVABLE

Accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount becomes questionable. For products which customers will lose functionality if they miss a payment, the estimated amount for which collectability is in question has been adjusted to accounts receivable and revenue.

-F-9-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

The allowance for doubtful accounts was based on a review of all outstanding amounts. We analyze the aging of receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms. Significant changes in customer concentration or payment terms, deterioration of customer creditworthiness or weakening in economics trends could have a significant impact on the collectability of receivables and the allowance. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances will be made.

Allowances are applied to accounts receivable where events or changes in circumstance indicate that the balances may not be collectible. The identification of doubtful debts requires the use of judgment and estimates as mentioned above. Where the expectation on or the actual recoverability of commissions and other receivables is different from the original estimate, such difference will impact the carrying value of commissions and other receivables and doubtful debts expenses in the periods in which such estimate is changed or the receivable are collected.

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.

GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in the Company's share exchange with Infinity which occurred on September 10, 2010 and the excess of the purchase price over the fair value of net assets acquired in the Company's purchase of Netbloo's 50% interest in the MagCast JV Agreement and Market Pro Max on October 24, 2012. Goodwill associated with the Immediate Edge business was one of the assets divested February 28, 2014. Since the Company is one reporting unit for goodwill purposes, ASC 350-20-40, which requires a calculation of the relative fair values of the disposed business and retained business, was followed to determine the amount of goodwill allocated to the Immediate Edge. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value.

-F-10-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

LONG LIVED ASSETS

In accordance with ASC 360 "Property Plant and Equipment," the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets are amortized over their estimated useful lives. Included in these financial statements are intangible assets being amortized over five years.

Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated Other Comprehensive Loss consists of cumulative adjustments of foreign currency translation which is further discussed in the foreign currency translation and measurement below.

DISCONTINUED OPERATIONS

REVENUE RECOGNITION

-F-11-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

Company recognizes revenue from perpetual software licenses at the inception of the license term, assuming all revenue recognition criteria have been met. Term-based software license revenue is recognized on a subscription basis over the term of the license entitlement. The Company recognizes revenue for software hosting or software-as-a-service (SaaS) arrangements as the service is delivered, generally on a straight-line basis, over the contractual period of performance. In software hosting arrangements where software licenses are sold, the associated software revenue is recognized according to whether perpetual licenses or term licenses are sold, subject to the above guidance. In SaaS arrangements where software licenses are not sold, the entire arrangement is recognized on a subscription basis over the term of the arrangement. Deferred revenue consists of the unearned portion of subscription payments as of the financial statement date.

EQUITY-BASED PAYMENTS

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

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 bad debt allowance charged against accounts receivable, 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.

-F-12-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

FORGIVENESS OF DEBT

NET INCOME OR LOSS PER SHARE

The Company computes net loss per share in accordance with ASC 260 "Earnings per Share." Under ASC 260, basic net loss per share is computed by dividing net loss per share available to common stockholders by the weighted average number of shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. In computing diluted earnings per share for the year ended June 30, 2014, the Company included as outstanding 2,000,000 options which are exercisable and have an exercise price below the market price for the Company's shares. For the year ended June 30, 2015, inclusion of additional shares would be anti-dilutive and no adjustment to outstanding shares has been made to compute diluted earnings per share.

RELATED PARTIES

The Company follows ASC 850, "Related Party Disclosures" for reporting activity with related parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

RECENT ACCOUNTING PRONOUNCEMENTS

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

NOTE 3. DIVESTITURE

Effective February 28, 2014, the Company divested assets and liabilities that made up its Immediate Edge subscription business ("Edge") to Raine Ventures, LLC ("Raine") in exchange for the 10,560,000 common shares of the Company which Raine had held. Included with the Edge business was cash of approximately $1,000 and intangible assets including goodwill of approximately $225,000. To determine the amount goodwill for the Edge, the Company followed ASC 350-20-40-3 which states that goodwill allocated to a business to be disposed of is to be allocated based on the relative goodwill of the business to be disposed of and the

-F-13-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

portion of the reporting unit that will be retained. The Company prepared a discounted cash flow analysis for the Edge and for the business retained by 30DC to determine the $225,000 in goodwill allocated to the Edge. Raine assumed liability for deferred revenue of approximately $19,000. The Company recorded zero gain or loss on the divestiture. Operating results for the Edge have been reclassified as discontinued operations for each period presented in these financial statements (see note 5). Raine had been party to a contractor agreement with the Company which had expired in 2012 and was extended on a month to month basis and was terminated concurrent with the divestiture.

NOTE 4. GOODWILL IMPAIRMENT

The Company accounts for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350") which requires that goodwill and other intangibles with indefinite lives be tested for impairment meaning that the fair value of an asset has decreased below its carrying value. The Company completed an evaluation of goodwill at June 30, 2015 and determined that goodwill had been impaired. At June 30, 2015, the portfolio of assets which were subsequently divested on July 30, 2015, including related goodwill, was classified as held for sale and reported as discontinued operations. The Company prepared a discounted cash flow analysis to determine the fair value of the reporting unit and the relative fair value of retained assets and the assets held for sale. For the reporting unit as a whole, fair value of goodwill was determined to be $1,054,878 which compared to carrying value for goodwill of $2,027,564 resulted in impairment of $972,686. Retained assets made up 75.78% of fair value and asset held for sale 24.22% of fair value. The proportionate share of fair value for retained assets, which is $799,383, is shown as goodwill on the Balance Sheet. The proportionate share of impairment for retained assets, which is $737,284, is included in operating expense on the Statement of Operations. The proportionate share of fair value for assets held for sale, which is $255,495, is included in assets of discontinued operations and the proportionate share of impairment for assets held for sale, which is $235,402, is included in results of discontinued operations.

NOTE 5. DISCONTINUED OPERATIONS

For the year ended June 30, 2015, the Company had two businesses in discontinued operations; the portfolio of Internet marketing assets which were divested July 30, 2015 and were classified as held for sale at June 30, 2015 and the business of Infinity which was discontinued after the share exchange with 30DC DE on September 10, 2010. For the year ended June 30, 2014, the Company has three businesses in discontinued operations; the portfolio of Internet marketing assets which were divested July 30, 2015, the Immediate Edge business which was divested effective February 28, 2014 (see note 3) and the business of Infinity which was discontinued after the share exchange with 30DC DE on September 10, 2010. Prior to the share exchange, Infinity withdrew its election to operate as a Business Development Company ("BDC") under the Investment Company Act of 1940 ("1940 Act"). Infinity historically operated as a non-diversified, closed-end management investment company and prepared its financial statements as required by the 1940 Act. 30DC is no longer actively operating the BDC and the assets, liabilities and results of operations of Infinity's former business are shown as discontinued operations in the Company's financial statements subsequent to the share exchange with 30DC. Investment companies report assets at fair value and the Company has continued to report investment assets in discontinued operations on this basis.

-F-14-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

Results of Discontinued Operations for the

	Year Ended June 30, 2015			Year Ended June 30, 2014
	IM Business	Infinity	Total	IM Business	Immediate Edge	Infinity	Total
Revenues	$ 333,824	$ -	$ 333,824	$ 440,798	$ 266,495	$ -	$ 707,293
Operating expenses	448,336	5,435	453,771	517,173	287,017	10,528	814,718
Income (Loss) from operations	(114,512)	(5,435)	(119,947)	(76,375)	(20,522)	(10,528)	(107,425)
Forgiveness of debt	-	-	-	-	-	796	796
Extinguishment of liabilities	-	52,826	52,826	-	-	-	-
Unrealized gain (loss) on marketable securities	-	(35,542)	(35,542)	-	-	43,854	43,854
Goodwill Impairment	(235,402)		(235,402)	-	-	-	-

Net Income (Loss)	$ (349,914)	$ 11,849	$ (338,065)	$ (76,375)	$ (20,522)	$ 34,122	$ (62,775)


Assets and Liabilities of Discontinued Operations as of

	June 30, 2015			June 30, 2014
	IM Business	Infinity	Total	IM Business	Immediate Edge	Infinity	Total

Assets

Marketable securities	$ -	$ 80,771	$ 80,771	$ -	$ -	$ 116,313	$ 116,313

Total Current Assets	-	80,771	80,771	-	-	116,313	116,313

Intangible Assets	35,680	-	35,680	50,972	-	-	50,972
Goodwill	255,495	-	255,495	490,897	-	-	490,897

Total Assets of Discontinued Operations	$ 291,175	$ 80,771	$ 371,946	$ 541,869	$ -	$ 116,313	$ 658,182

Liabilities

Accounts payable	$ -	$ 19,375	19,375	$ -	$ -	$ 72,201	$ 72,201
Accrued expenses	-	67,732	67,732	-	-	62,297	62,297
Deferred revenue	-	-	-	3,669	-	-	3,669
Notes payable	-	51,550	51,550	-	-	61,050	61,050
Due to related parties	-	21,000	21,000	-	-	21,000	21,000

Total Liabilities of Discontinued Operations	$ -	$ 159,657	$ 159,657	$ 3,669	$ -	$ 216,548	$ 220,217

Notes Payable

Included in liabilities of discontinued operations at June 30, 2015 and June 30, 2014 are $51,550 and $61,050, respectively, in notes payable plus related accrued interest of which are all in default for lack of repayment by their due date.

For the year ended June 30, 2015 and June 30, 2014 the Company incurred interest expense on notes payable of $5,435 and $9,344 respectively which is included in the Statement of Operations under income (loss) from discontinued operations.

Marketable Securities

At June 30, 2015 the fair value of marketable securities held for sale was $80,771 which included cumulative net unrealized gains of $14,361. At June 30, 2014 the fair value of marketable securities held for sale was $116,313 which included cumulative net unrealized gains of $49,873.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company entered into a three-year Contract for Services Agreement commencing July 2009 ("Commencement Date") with the Marillion Partnership ("Marillion") for services which included managing marketing and development for the Company and provides the services of Mr. Edward Dale as the Company's Chief Executive Officer. The Marillion contract expired June 30, 2012 and continued on a month to month basis under the same terms through May 15, 2015. On July 30^, 2015 the Company divested a portfolio of Internet marketing assets in two separate transactions including one with Marillion. At that time, the Marillion agreement was terminated including the services of Ed Dale as the Company's Chief Executive Officer. Cash remuneration under the Marillion agreement was

-F-15-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

$317,825 Australian Dollars ("AUD") per year. If in any year starting from the Commencement Date, revenues of 30DC, Inc. doubled then a bonus equal to 50% of cash remuneration was to be due in shares of 30DC, Inc. as additional compensation. The bonus was not earned in the fiscal years ended June 30, 2015 and June 30, 2014. During the term of the agreements Marillion was prohibited from engaging in any other business activity that competed with 30DC, Inc. without written consent of the 30DC, Inc. Board of Directors.

Through May 15, 2015, the Company paid Marillion $2,500 AUD ($1,927 USD at the June 30, 2015 exchange rate) per month to cover office related expenses which is included in operating expenses.

Effective July 15, 2012, the Company entered into a Consulting Services Agreement with GHL Group, Ltd., whose President, Gregory H. Laborde is a Director for services including but not limited to evaluation of financial forecasts, assisting in the development of business and financial plans and assisting in the identification of potential acquisitions and financial sources. The contract has expired but continued through June 30, 2015 under the same service terms at a monthly amount of $5,000.

Effective October 1, 2012, the Company entered into a three year contractor agreement with Netbloo Media, Ltd., joint developer of the MagCast Publishing Platform, with annual compensation of $300,000 which was payable in monthly installments of $25,000. A revised contractor agreement has been entered into with Netbloo that reduced annual compensation to $150,000 per year effective May 15, 2015. The revised agreement is for two years but may be terminated with six months' notice.

On October 11, 2012, Henry Pinskier, a Director of the Company received an option to purchase 1,500,000 of the Company's common shares details of which are in Note 11. During the years ended June 30, 2015 and June 30, 2014, the Company recorded $8,855 and $33,619 respectively in expense for the option which is reflected as Directors' Fees in the supplemental schedule of operating expenses (see Note 12).

On October 11, 2012, Theodore A. Greenberg, Chief Financial Officer and a Director of the Company received an option to purchase 1,500,000 of the Company's common shares details of which are in Note 11. During the years ended June 30, 2015 and June 30, 2014, the Company recorded $8,855 and $33,619 respectively in expense for the option which is included in Officer's Salary in the supplemental schedule of operating expenses (see Note 12).

At June 30, 2014, due to related parties totaled $805,483. This consisted of $6,843 due to Netbloo for earnings from the collaborative arrangement prior to 30DC acquiring Netbloo's 50% interest in the MagCast JV (note 4), $25,000 due to Netbloo under their contractor agreement, $94,000 accrued for directors' fees for services of non-executive directors, $5,640 due to GHL under their contractor agreement and $674,000 due to Theodore A. Greenberg, CFO and director, for compensation.

At June 30, 2015, due to related parties totaled $1,185,456. This primarily consists of $47,600 due to Marillion Partnership under its contractor agreement, $142,750 due to Netbloo, Ltd. under its contractor agreement, $204,000 accrued for directors' fees for services of non-executive directors, $28,575 due to GHL under their contractor agreement and $756,000 due to Theodore A. Greenberg for compensation.

-F-16-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 7. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	June 30, 2015	June 30, 2014
Computer and Audio Visual Equipment	$464,800	$459,341
Office equipment and Improvements	70,167	70,167
	534,967	529,508
Less accumulated depreciation and amortization	(518,854)	(510,442)
	$16,113	$19,066

Depreciation expense was $6,437 for continuing operations for the year ended June 30, 2015 and $11,175 for the year ended June 30, 2014.

NOTE 8. INTANGIBLE ASSETS

Intangible assets consists of the following:

	June 30, 2015	June 30, 2014
Customer Lists	$15,000	$15,000
Software	238,542	238,542
	253,542	253,542
Less accumulated amortization	(135,222)	(84,514)
	$118,320	$169,028

Customer lists and software were acquired as part of the MagCast and Market Pro Max asset acquisitions in October 2012 and were being amortized over their estimated useful lives of five years. Market Pro Max is part of the portfolio of Internet marketing assets which was divested July 30, 2015 and was classified as held for sale at June 30, 2015. Accordingly, the intangible assets associated with Market Pro Max are in included in assets of discontinued operations and amortization associated with Market Pro Max is included in results of discontinued operations. Amortization expense for continuing operations was $50,708 for each of the years ended June 30, 2015 and June 30, 2014.

NOTE 9. INCOME TAXES

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

	Year Ended	Year Ended
	June 30, 2015	June 30, 2014
Federal
Current	$-	$-
Deferred	(219,400)	30,450

State and Local
Current	$-	$-
Deferred	(13,100)	1,950

Change in valuation allowance	232,500	(32,400)

Income tax provision (benefit)	$-	$-

-F-17-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

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, 2015 and June 30, 2014 are as follows:

	Year Ended	Year Ended
	June 30, 2015	June 30, 2014

Deferred tax asset
Net operating loss carryforward - Federal	$457,600	$314,600
Net operating loss carryforward - State	11,000	2,400
Intangible Asset Amortization Fixed asset depreciation	40,400 1,700	24,900 4,100
Accrued expenses	377,500	309,700
Total deferred tax asset	888,200	655,700
Less valuation allowance	(888,200)	(655,700)

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	Year Ended
	June 30, 2015	June 30, 2014

U.S. statutory rate	(34.0%)	34.0%
State and local taxes net of federal benefit	(1.3)	1.3
Change in valuation allowance Stock option expense	14.5 0.4	(71.5) 52.4
Goodwill Impairment Other permanent differences	21.5 (1.1)	0.0 (16.2)
Effective income tax rate	(0.0%)	(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. Management considers projected future taxable income and tax planning strategies in making this assessment. Management 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 $888,200 has been established. For the years ended June 30, 2015 and June 30, 2014, the change in valuation allowance was an increase of $232,500 and a decrease of $32,400 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 derecognition,

-F-18-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

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 Company does not expect any significant changes in its unrecognized tax benefits in the next year.

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, 2015 and 2014.

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 30DC DE did not have nexus to any individual state in the United States prior to the share exchange with Infinity on September 10, 2010 and accordingly no deferred tax asset was recognized for state taxes prior to that date. Australia does not have any state corporation income tax. Future changes in Company operations might impact the geographic mix which could affect the Company's overall effective tax rate.

As of June 30, 2015 and June 30, 2014, the Company had approximately $1,346,000 and $925,300 of U.S. federal net operating loss carryovers, respectively which expire starting in 2030. 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.

In addition to the net operating losses since the 30DC share transaction on September 10, 2010, Infinity had net operatiing losses that predate the share transaction. At the time of the share transaction, Infinity had approximately $936,300 in U.S. federal net operating loss carryovers and $170,500 U.S. capital loss carryovers which expire beginning in 2023 and are not included in the net operating loss carryover above. The business of Infinity is included in discontinued operations, pursuant to limitations under Internal Revenue Code Section 382 these carryovers cannot be utilized to offset future taxable income from continuing operations.

NOTE 10. STOCKHOLDERS' EQUITY

Common Stock

During the year ended June 30, 2015, the Company did not issue any common stock.

During the year ended June 30, 2015, the Company did not redeem any common stock.

Only July 30, 2015, the Company redeemed 16,743,681 shares of common stock as part of the divestiture of a portfolio of Internet marketing assets. 10,000,000 shares were redeemed from Marillion Partnership which owns more than 10% of the Company's outstanding shares and was a contractor to the Company including the services of Edward Dale as Chief Executive Officer of the Company. 6,743,681 shares were redeemed from Netbloo Media. Ltd. which owns more than 10% of the Company's outstanding shares and is a contractor to the Company.

-F-19-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

During the year ended June 30, 2014, the Company issued common stock as follows:

300,000 shares of common stock to Michael A. Littman as payment for $78,000 included in accounts payable. The fair value of these shares was $48,000 and the Company recorded $30,000 of forgiveness of debt for this transaction which is included as other income in the Statement of Operations. Mr. Littman is an attorney who has provided services to the Company and who provided services to Infinity prior to the share exchange.

The Company also recorded $57,253 of forgiveness of debt for reduced cash payment of $95,453 ($96,500 AUD) over a 10 month period to settle an outstanding liability of $152,706 to an Australian law firm which originated prior to 30DC's transaction with Infinity in 2010 and was previously included in accounts payable. The Company also recorded $6,260 of forgiveness of debt for reduced cash payment to settle final payment due the Company's prior independent auditing firm. The prior auditing firm also performed services to enable issuing an opinion for the June 30, 2012 comparative year included with the Company's June 30, 2013 Form 10K for which, as part of the settlement of the amount due, no fees were charged.

26,525 shares of common stock to a creditor as full payment for a note payable and accrued interest totaling $6,896. The fair value of these shares was $6,100 and the Company recorded $796 of forgiveness of debt for this transaction which is included in the Discontinued Operations section of the Statement of Operations.

100,000 shares of common stock to a creditor as full payment for a note payable and accrued interest totaling $19,794. The fair value of these shares was $22,000 and the Company recorded $2,206 in additional interest expense for this transaction which is included in the Discontinued Operations section of the Statement of Operations.

During the year ended June 30, 2014, the Company redeemed common stock as follows:

Effective February 28, 2014, the Company divested assets and liabilities that made up its Immediate Edge subscription business ("Edge") to Raine Ventures, LLC ("Raine") in exchange for the 10,560,000 common shares of the Company which Raine had held and which the Company has retired. The Company reported no gain or loss on the divestiture, accordingly the redeemed shares were valued at the $207,335 net book value of the divested assets and liabilities.

Warrants and Options

Pursuant to a private placement memorandum ("PPM") issued in August 2010 the Company offered units consisting of one share of common stock, one warrant at 37 cents per share exercisable until March 15, 2011 ("37-Cent Warrant") and one warrant at 50 cents per share exercisable five years from the date of issuance ("50-Cent Warrant") for a price of 26 cents per unit. A first closing was held on September 22, 2010 under which 2,554,205 37-Cent Warrants were issued along with 2,554,205 50-Cent Warrants expiring September 22, 2015. From November 2010 through March 2011, an additional 847,317 37-Cent Warrants were issued and 847,317 50-Cent Warrants were issued. All of the 37-Cent Warrants expired March 15, 2011 unexercised.

-F-20-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

Further information relating to warrants is as follows:

					Weighted
			Weighted		Average
	Number		Average		Remaining
	of		Exercise		Contract
	Shares		Price		Life (years)
Outstanding warrants at 6/30/13		3,401,522		$0.50		2.30
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		-		-		-
Outstanding warrants at 06/30/14		3,401,522		$ 0.50		1.30
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		-		-		-
Outstanding warrants at 6/30/15		3,401,522		0.50		0.30

Exercisable on 6/30/14		3,401,522		0.50		1.30

Exercisable on 6/30/15		3,401,522		0.50		0.30

The aggregate intrinsic value of warrants outstanding and exercisable was $-0- and $-0- at June 30, 2015 and June 30, 2014, respectively.

On October 11, 2012, the Company's board of directors approved the Company's 2012 stock option plan (see Note 11) and grants of 3,000,000 options to purchase the Company's common stock with an exercise price of $0.08 per share expiring on October 10, 2022. 1,500,000 of these options were granted to Theodore A. Greenberg, the Company's Chief Financial Officer and a Director of the Company and 1,500,000 of these options were granted to Henry Pinskier who joined the Company as a Director in October 2012 and became Chairman in January 2013.

NOTE 11 - STOCK BASED COMPENSATION PLANS

The Company follows FASB Accounting Standards Codification No. 718 - Compensation - Stock Compensation for share based payments to employees. The Company follows FASB Accounting Standards Codification No. 505 for share based payments to Non-Employees.

The Company recognized expense in the amount of $17,709 and $67,237 respectively for the years ended June 30, 2015 and June 30, 2014. 3,000,000 options were granted on October 11, 2012 of which 1,000,000 vested January 1, 2013, 1,000,000 vested January 1, 2014 and 1,000,000 vested January 1, 2015. The cost of options vesting January 1, 2013 was recorded in the year ended June 30, 2013 and the cost of options vesting in 2014 and 2015 are being recorded on a straight-line basis over the vesting period. There was no impact on the Company's cash flow.

The Company's stock incentive plan is the 30DC, Inc. 2012 Stock Option and Award Plan (the "Plan"). The Plan provides for the grant of non-qualified stock options to selected employees and directors. The Plan is administered by the Board and authorizes the grant of options 7,500,000. The Board determines which eligible individuals are to receive options or other awards under the Plan, the terms and conditions of those awards, the applicable vesting schedule, the option price and term for any granted options, and all other terms and conditions governing the option grants and other awards made under the Plans.

-F-21-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model using the assumptions noted as follows: expected volatility was based on historical trading in the company's stock from the September 10, 2010 date of the Infinity/30DC transaction through the October 11, 2012 date the options were issued. The expected term of options granted was determined using the simplified method under SAB 107 and represents one-half the exercise period. The risk-free rate is calculated using the U.S. Treasury yield curve, and is based on the expected term of the option. The Company has estimated there will be no forfeitures.

Further information relating to stock options is as follows:

					Weighted
			Weighted		Average
	Number		Average		Remaining
	Of		Exercise		Contract
	Shares		Price		Life (years)
Outstanding options at 06/30/13		3,600,000		$0.18		8.61
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		-		-		-
Outstanding options at 06/30/14		3,600,000		$ 0.18		7.61
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		-		-		-
Outstanding options at 6/30/15		3,600,000		0.18		6.61
Exercisable on 6/30/14		2,600,000		0.22		7.35
Exercisable on 6/30/15		3,600,000		0.18		6.61

The options have a contractual term of ten years. The aggregate intrinsic value of shares outstanding and exercisable was $-0- and $100,000 at June 30, 2015 and June 30, 2014 respectively. Total intrinsic value of options exercised was $0 for the year ended June 30, 2015 as no options were exercised during this period.

At June 30, 2015, shares available for future stock option grants to employees and directors under the 2012 Stock Option Plan were 4,500,000.

-F-22-

30DC, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 12. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES

	Year Ended June 30, 2015	Year Ended June 30, 2014
Related Party Contractor Fees (1)	$341,250	$360,000
Officer's Salary	140,855	233,619
Directors' Fees	118,855	143,618
Independent Contractors	229,189	366,240
Commissions Professional Fees	156,200 124,316	752,470 153,958
Credit Card Processing Fees Telephone and Data Lines	26,753 17,816	112,397 17,736
Other Operating Costs	119,078	186,617

Total Operating Expenses	$1,274,312	$2,326,655

(1) Related party contractors include Marillion an affiliate of the Company that manages marketing and development for the Company and provides the services of Edward Dale as Chief Executive Officer of the Company, GHL Group, Ltd., whose President, Gregory H. Laborde is a Director and Netbloo which was the joint developer of the MagCast Publishing Platform

NOTE 13. SUBSEQUENT EVENTS

On July 30, 2015, the Company divested a portfolio of Internet marketing assets, including Market Pro Max, in two separate transactions, in exchange for a total of 16,743,681 shares of the Company's common stock. 10,000,000 shares were redeemed from Marillion Partnership which owns more than 10% of the Company's outstanding shares and was a contractor to the Company including the services of Edward Dale as Chief Executive Officer of the Company. 6,743,681 shares were redeemed from Netbloo Media. Ltd. which owns more than 10% of the Company's outstanding shares and is a contractor to the Company. After these transactions, both Marillion and Netbloo remain shareholders and each owns in excess of 10% of the Company's outstanding common stock. The portfolio of Internet marketing assets divested were classified as held for sale at June 30, 2015. Assets associated with the Internet marketing assets were included in assets of discontinued operations and results of the Internet marketing assets were included in results of discontinued operations.

On July 30, 2015, Marillion Partnership's contractor agreement with the Company was terminated, this had included Edward Dale serving as Chief Executive Officer of the Company. Henry Pinskier, Chair of 30DC, Inc.'s Board of Directors was elected by the board as interim Chief Executive Officer of the Company. Mr. Dale remains a director of the Company.

On July 30, 2015, Netbloo Media, Ltd.'s existing contractor agreement with the Company was superseded by a new contractor agreement with an effective date of May 15, 2015. The new contractor agreement reduces annual compensation from $300,000 to $150,000 per year and reduces the services Netbloo will provide to the Company's which is now focused on the MagCast Publishing Platform.

-F-23-

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

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, 2015 (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 (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, 2015:

(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.

(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.

-27-

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.

Remediation of Material Weakness

As our current financial condition allows, we are in the process of analyzing and developing our processes for the establishment of formal policies and procedures with necessary segregation of duties, which will establish mitigating controls to compensate for the risk due to lack of segregation of duties. In July 2014, the Company contracted an e-commerce accounting firm to automate a number of our accounting processes and to provide outsourced bookkeeping services that provide for segregation of duties which previously had not been.

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected, at this time.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

The Company is not an "accelerated filer" for the fiscal year ended June 30, 2015 because it is qualified as a "small business issuer". Hence, under current law, the internal controls certification and attestation requirements of Section 404 of the Sarbanes-Oxley act will not apply to the Company. This Annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

Not applicable.

-28-

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information as to persons who currently serve as 30DC, Inc., directors or executive officers, including their ages as of October 20, 2015.

Name	Age	Position


Theodore A. Greenberg	55	CFO, Secretary and Director

Henry Pinskier	55	Chairman of the Board

Edward Dale	45	Director (1)

Gregory H. Laborde	50	Director

Pierce McNally	66	Director

(1) Resigned as President and CEO as of July 30, 2015

30DC's directors are elected by the Company's shareholders and hold office until their successors are duly elected and qualified under 30DC's bylaws.

Unless otherwise indicated, the directors named above will serve until the next annual meeting of 30DC stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting.

BIOGRAPHICAL INFORMATION

The following is a brief account of the business experience during at least the past five years of the directors and Officers of 30DC, indicating the principal occupation and employment during that period by each, and the name and principal business of the organizations by which they were employed.

EDWARD DALE, Director and Former President and Chief Executive Officer

Mr. Dale, age 45, has served as a Director and President and CEO of 30DC since the transaction between Infinity and 30DC DE on September 10, 2010. Mr. Dale resigned his positions as President and Chief Executive Officer on July 30, 2015. Mr. Dale was a founding shareholder of 30DC DE and served as its President, Chief Executive Officer and a director from October 2008 until September 10, 2010. From 2005 to 2008, Mr. Dale developed the 30 Day Challenge business, which he ran for 4 years as part of the Marillion Partnership and was sold to 30DC DE in July 2009.

HENRY PINSKIER, Chairman of the Board and Interim Chief Executive Officer

Mr. Pinskier, age 55, joined the Company's board of directors on October 11, 2012, was elected Chairman of the Board on January 31, 2013 and Interim CEO on July 30, 2015. Mr. Pinskier serves as Chair and Joint Owner (1993- current) of Medi7 Pty Ltd., a General Practice medical services company with 100 Doctors and staff across multiple clinics in Melbourne Australia. Mr. Pinskier also currently serves as Chair for Spondo P/L an unlisted Public Company, which

-29-

provides syndicated, secure easy to use video on demand system utilizing Pay Per View with a multi-level payment distribution process. He has previously served on the boards of 3 publicly listed companies in Australia related to Health technology in the area of Medical devices and services as well as having served as a Director of a Private US company with an Australian subsidiary delivering safety surveillance services. Mr. Pinskier has been involved in the Health Sector and IT /IM sector as well as having served as a Director in the past on a number of Victorian public sector organizations, VMIA the State Government of Victoria's Insurance Company from 2005-2011, Yarra Valley Water from 2008-2011 and The Alfred Group of Hospitals from 2000-2009. From 1985 until 2000, he practiced medicine. Across the different organizations he Chaired Strategy subcommittees, Risk and Audit Committees, Nomination Committees and been part of Finance Committees. Mr. Pinskier attended and graduated MBBS from Monash University in 1984.

THEODORE A. GREENBERG, Director and Chief Financial Officer

Mr. Greenberg, age 55, has served as a Director, Chief Financial Officer and Secretary of 30DC and Infinity since November 15, 2005. Mr. Greenberg is a senior financial executive with more than 30 years experience in private equity, consulting, industry and public accounting. He was a General Partner and co-founder of Park Avenue Equity Partners, LP, a $110 million private equity fund focused on the middle market. In his five years with Park Avenue, Mr. Greenberg, sourced, evaluated and negotiated deals and worked extensively with portfolio companies post acquisition. Prior to founding Park Avenue, he worked with Development Capital, LLC on direct equity investments and served as consulting CFO to one of Development Capital's portfolio companies. Previously, Ted directed the financial services practice at Marcum & Kliegman, LLP, a New York Metropolitan area accounting and consulting firm where he advised on merger and acquisition transactions, as well as operations and taxation. Mr. Greenberg graduated with a BS in Accounting, Cum Laude, from the State University of New York at Albany in 1980 and received an MBA in Finance & Business Policy from the University of Chicago in 1987. Mr. Greenberg earned certification as a Certified Public Accountant in New York State.

GREGORY H. LABORDE, Director

Mr. Laborde, age 50, has served as a Director of 30DC since September 10, 2010. Prior to the transaction between Infinity and 30DC DE, Mr. Laborde served as President, Chief Executive Officer and Chairman of the Board of Infinity. Mr. Laborde currently serves as President and Chief Executive Officer of 21^st Century Investor Relations and has over 22 years experience on Wall Street in the areas of investment banking, trading, sales and financial consulting. From 1986 to 1997, Mr. Laborde worked in corporate finance at a number of prestigious NYC based investment banks, including: Drexel Burnham Lambert, Lehman Brothers, Gruntal & Co., and Whale Securities. During his Wall Street tenure, Mr. Laborde was involved in over 20 public and private financing transactions totaling over 100 million dollars. In 1999 he founded and took public Origin Investment Group, a business development company that was involved in investing in IT related businesses. Mr. Laborde earned a Bachelor of Science degree in Engineering from Lafayette College in 1986.

PIERCE MCNALLY, Director

Mr. McNally, age 66, has served as a Director of 30DC and Infinity since 2006. Mr. McNally, serves of counsel to Gray Plant Mooty, (Minneapolis, St. Cloud, MN and Washington, D.C.) practicing in the areas of business law and entrepreneurial services. He also serves as outside general counsel of Cielostar, Inc. a healthcare and benefits technology payments solutions company located in Minneapolis, MN. He has served as Chairman and Director of Lockermate Corporation of Minnetonka, Minnesota, a company that provides locker organizing systems and fashion accessories to the retail trade. He served as Minnesota American's Chairman of the Board, Chief Executive Officer and Secretary from October 1994 until January 2000, when Minnesota American merged with CorVu Corporation

-30-

(OTC: CRVU). He served as Chairman and Director of Corporate Development of Nicollet Process Engineering, Inc. from May 1995 until April 1999, when he retired from the board. He also served on the board of directors of Digital Town (OTC:BB DGTW) and Outsell, LLC. In December, 1983, Pierce was elected to the board of directors of his family company, Midwest Communications, Inc., owner of numerous broadcast properties including WCCO-TV, WCCO-AM and WLTE in the Twin Cities. In 1989, he was subsequently also elected an officer of the company and he served in both capacities until the company merged with CBS, Inc. (NYSE:CBS) in 1992. Mr. McNally completed his undergraduate studies at Stanford University. He received his law degree from the University of Wisconsin Law School in 1978. He is a member of Order of the Coif.

No appointee for a director position has been found guilty of any civil regulatory or criminal offense or is currently the subject of any civil regulatory proceeding or any criminal proceeding.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires that the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent stockholders are required by regulation to furnish to the Company copies of all Section 16(s) forms they file.

The following persons failed to file forms during the past two fiscal years as required under Section 16(a) as follows:

CONFLICTS OF INTEREST

Members of the Company's management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates it will devote only a minor amount of time to the Company's affairs.

The Company's Board of Directors has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which any officer or director serves as an officer or director or in which they or their family members own or hold a controlling ownership interest. Although the Board of Directors could elect to change this policy, the Board of Directors has no present intention to do so.

There can be no assurance that management will resolve all conflicts of interest in favor of the Company.

Committees of the Board of Directors

30DC is managed under the direction of its board of directors.

Executive Committee

30DC does not have an Executive Committee at this time.

Audit Committee

30DC does not have an Audit Committee, at this time but plans to institute an audit committee in the future.

-31-

Compensation Committee

30DC does not have a Compensation Committee at this time but plans to institute a Compensation Committee in the future.

Conflicts of Interest - General

The Company's directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While each officer and director of the Company's business is engaged in business activities outside of its business, the amount of time they devote to Infinity's business will be up to approximately 40 hours per week.

Conflicts of Interest - Corporate Opportunities

Presently no requirement contained in the Company's Articles of Incorporation, Bylaws, or minutes which requires officers and directors of the Company's business to disclose to 30DC business opportunities which come to their attention. The Company's officers and directors do, however, have a fiduciary duty of loyalty to 30DC to disclose to it any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. The Company has no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid and accrued to officers during the fiscal years ended June 30, 2015, 2014 and 2013. The table sets forth this information for 30DC and Infinity Capital Group, Inc., including salary, bonus, and certain other compensation to the named executive officers for the past three fiscal years and includes all Officers as of June 30, 2015.

SUMMARY EXECUTIVES COMPENSATION TABLE

Name & Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan comp-ensa-tion ($)	Non-qualified deferred compensa-tion earnings ($)	All other compensa-tion ($)	Total ($)
Edward Dale, Former President & CEO (1)	2015	239,886	0	0	0	0	0	0	239,886
	2014	294,653	0	0	0	0	0	0	294,653
	2013	338,596	40,000	0	0	0	0	0	378,596

Theodore A. Greenberg, CFO and Secretary (2)	2015	132,000	0	0	8,855	0	0	0	140,855
	2014	200,000	0	0	33,619	0	0	0	233,619
	2013	200,000	0	0	76,814	0	0	0	276,814

Dan Raine, Former VP Business Development (3)	2015	0	0	0	0	0	0	0	0
	2014	166,667	0	0	0	0	0	0	166,667
	2013	251,785	0	0	0	0	0	0	251,785

-32-

(1) Marillion Partnership ("Marillion"), an affiliate of the Company that managed marketing and development for the Company provided the services of Edward Dale as CEO of the Company. In connection with the divestiture of a portfolio of Internet Marketing assets on July 30, 2015, Marillion's contractor agreement was terminated and Edward Dale resigned as CEO of the Company. A portion of Marillion's contractor fees during the year ended June 30, 2015 are included in results from discontinued operations.

By contract Marillion received contractor fees at an annual rate of $317,825 AUD Dollars which was paid periodically throughout the year and was stopped effective May 15, 2015. The Company converts US Dollars to AUD on the date of each payment and records the USD amount as related party contractor fees. The USD amount for the year is dependent on the fluctuation in the USD/AUD exchange rate.

During the year ended June 30, 2013 the board awarded Marillion a one-time bonus of $40,000 upon completion of the asset acquisition which included the remaining 50% of the MagCast Publishing Platform.

(2) Theodore A. Greenberg earned an annual salary of $200,000 during the years ended June 30, 2013 and 2014 and an annual salary of $132,000 during the year ended June 30, 2015, for his services as an officer of the Company which was included in officers' salaries. During the year ended June 30, 2013 his salary was accrued but not paid, during the year ended June 30, 2014, only $47,000 was paid and during the year ended June 30, 2015 only $50,000 was paid. The unpaid amount for each of these years is included in due to related parties.

(3) During the year ended June 30, 2013 Raine Ventures, LLC., a company affiliated with Dan Raine earned $251,785 which was included in related party contractor fees. On February 28, 2014, in connection with the Immediate Edge divestiture, Mr. Raine resigned as the Company's VP of Business Development and Rained Ventures resigned from its contract. Raine Ventures earned $166,667 during the eight months ended February 28, 2014. All amounts earned by Raine Ventures in the years ended June 30, 2013 and 2014 are included in results from discontinued operations.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

Compensation Pursuant to Stock Option Plan

No options were issued under the Company's 2008 stock option plan.

No options were issued under the Company's 2012 stock option plan however options issued in a previous year continued to vest.

On October 11, 2012 our directors approved the Company's 2012 Stock Option Plan (the "Plan") authorizing the plan to grant options to purchase up to 7,500,000 shares of our common stock.

The board's responsibility will include the selection of option recipients, as well as, the type of option granted and the number of shares covered by the option and the exercise price.

Plan options may either qualify as non-qualified options or incentive stock options under Section 422 of the Internal Revenue Code. Any incentive stock option granted under the plan must provide for an exercise price of at least 100% of the fair market value on the date of such grant and a maximum term of ten years.

All of our officers, directors, key employees and consultants will be eligible to receive non-qualified options under the plan. Only officers, directors and employees who are formally employed by the Company are eligible to receive incentive options.

-33-

All incentive options are non-assignable and non-transferable, except by will or by the laws of descent and distribution. If an optionee's employment is terminated for any reason other than death, disability or termination for cause, the stock option will lapse on the earlier of the expiration date or three months following the date of termination. If the optionee dies during the term of employment, the stock option will lapse on the earlier of the expiration date of the option or the date one-year following the date of death. If the optionee is permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code, the plan option will lapse on the earlier of the expiration date of the option or one year following the date of such disability.

On October 11, 2012, 1,500,000 options to purchase shares of the Company's common stock were issued to Theodore A. Greenberg the Company's Chief Financial Officer and a Director and 1,500,000 options to purchase shares of the Company's common stock were issued to Henry Pinskier who is a Director and who subsequently became Chairman of the Board.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

	Option Awards					Stock Awards
Name	No. of Securities underlying unexercised options (#) exercisable	No. of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: number of securities underlying unexercised unearned options (#)	Option Exercise Price ($)	Option Expiration Date	No. of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested (#)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Theodore A. Greenberg (1)	1,500,000			$0.08	10/10/22
Henry Pinskier (1)	1,500,000			$0.08	10/10/22

(1) Options awarded under 2012 stock option plan.

Contractor Agreements and Termination of Contractor and Change-In-Control Arrangements

Marillion Partnership

The Company entered into a three-year Contract for Services Agreement commencing July 2009 with Marillion an affiliate of the Company that manages marketing and development for the Company and provides the services of Edward Dale as CEO of the Company for among other things, the payment of $250,000 in cash remuneration per year.

On December 12, 2011 cash remuneration under the Marillion contractor agreement was amended for the year ended June 30, 2012 to the Australian Dollar equivalent of the originally contracted amount at the exchange rate on the contract start date of July 15, 2009. The original annual contract amount of $250,000 was amended to $317,825 AUD Dollars Effective July 1, 2012 the United States Dollar equivalent amount varies with the exchange rate.

The Marillion contractor agreement expired June 30, 2012 and has continued on a month to month basis under the terms of the expired agreement. During the years ended June 30, 2015 and June 30, 2014, Marillion received contractor fees of $239,886 and $294,653 respectively. In connection with the divestiture of a

-34-

portfolio of Internet Marketing assets on July 30, 2015, Marillion's contractor agreement was terminated and Edward Dale resigned as CEO of the Company. A portion of Marillion's contractor fees during the year ended June 30, 2015 are included in results from discontinued operations.

Raine Ventures, LLC

The Company entered into a three-year Contract For Services Agreement commencing July 2009 with 23V Industries, Ltd. ("23V") for services which include Mr. Dan Raine acting as the Company's Vice President of Business Development providing for among other things, the payment of $250,000 in cash remuneration per year. Effective April 1, 2010, Raine Ventures, LLC ("Raine Ventures") replaced 23V Industries, Ltd in providing consulting services to the Company including Mr. Raine acting as the Company's Vice President of Business Development.

The Raine Ventures contractor agreement expired June 30, 2012 and continued on a month to month basis under similar terms through February 28, 2014 when the Company divested the Immediate Edge and Mr. Raine resigned as the Company's VP of Business Development and Rained Ventures resigned from its contract. Raine Ventures received $166,667 in contractor fees during the year ended June 30, 2014 which is included in results of discontinued operations.

If in any year starting from the commencement date of the Marillion and Raine Ventures contractor agreements, 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 years ending June 30, 2015 and 2014.

Description of 30 DC DE Contractor Agreements

The Marillion and Raine Ventures contractor agreements were with 30DC DE, a subsidiary of 30DC. The agreements provided the following terms:

Bonuses: Performance bonuses and milestones for such bonus are to be determined by the Board of Directors.

Salary: Annual reviews of compensation are to be performed by the Board of Directors. At such review the Board of 30DC shall consider: the responsibilities of the contractor, the performance of the company, the performance of the contractor's division, the performance of the contractor, the remuneration available in the workforce outside the 30DC for persons with responsibilities and experience equivalent to those of the contractor and the benefits which have accrued and will accrue under the agreement.

Takeover Event: If, a Trade Sale or a Takeover Event occurs and the Executive providing services through one of the contractor agreements is required to resign as Officer of the Company, and the Agreement is effectively terminated, then in addition to any other entitlements due to the contractor in accordance with the terms of this Agreement, the contractor will be entitled to:

- be paid a lump sum equal to at least the total of all amounts that, if the contract had continued until the end of the term, 30DC would have become liable to pay to the contractor during that period; and

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

-35-

None of the Executives providing services through the contractor agreements were required to resign their positions with 30DC as a result of the transaction with Infinity so this provision did not apply. When the Company divested Immediate Edge, on February 28, 2014, Raine Ventures resigned its contractor agreement and is due no further compensation under its contract. When the Marillion contractor agreement was terminated July 30, 2015 it was connection with the divestiture of the portfolio of Internet marketing assets and no further compensation is due under the contract.

Netbloo Media, Ltd.

Effective October 1, 2012, Netbloo received a three year contractor agreement with annual compensation of $300,000 which was payable in monthly installments of $25,000 and could be terminated after two years subject to a six month termination payment. On July 30, 2015, Netbloo Media, Ltd.'s existing contractor agreement with the Company was superseded by a new contractor agreement with an effective date of May 15, 2015. The new contractor agreement reduces annual compensation from $300,000 to $150,000 per year and reduces the services Netbloo will provide to the Company's which is now focused on the MagCast Publishing Platform.

Compensation Committee Interlocks and Insider Participation

In August 2008, the Board of Directors approved and created a compensation committee. The committee consisted of the independent directors of the Company. Contemporaneous with the Infinity/30DC transaction, two of the independent directors resigned and the compensation committee ceased to exist. The Company plans to form a new compensation committee when new independent directors join the board.

Director Compensation

Historically, the Company had not paid any Directors fees for meeting attendance. In September 2013, the Company approved annual fees to non-executive directors of $30,000 per year and $50,000 per year for the board chairman. At the Company's option, director's fees may be paid in stock.

(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

-36-

DIRECTORS COMPENSATION

The following table sets forth certain information concerning compensation paid to the Company's directors during the year ended June 30, 2015:

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Non-qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)

Edward Dale (1)	$ -0-	$ -0-	$ -0-	$ -0-	$ -0-	$-0-	$-0-

Theodore A. Greenberg (2)	$ -0-	$ -0-	$ -0-	$ -0-	$ -0-	$-0-	$-0-

Gregory H. Laborde (3)	$30,000	$ -0-	$ -0-	$ -0-	$ -0-	$-0-	$30,000

Pierce McNally (4)	$30,000	$ -0-	$-0-	$ -0-	$-0-	$ -0-	$30,000
Henry Pinskier (5)	$50,000	$-0-	$8,855	$-0-	$-0-	$ -0-	$58,855

(1) During the year ended June 30, 2015, Marillion Partnership, an affiliate of the Company that managed marketing and development for the Company and provided the services of Edward Dale as CEO of the Company was paid $239,886, a portion of which was included in related party contractor fees and a portion of which was included in results of discontinued operations.

(2) During the year ended June 30, 2015, Theodore A. Greenberg earned salary of $132,000 and received a stock option award for which $8,855 was charged to officers' salaries for his services as an officer of the Company, $82,000 of this amount was accrued but not actually paid.

(3) During the year ended June 30, 2014, GHL Group, whose President, Gregory H. Laborde is a Director, earned $60,000 which was included in related party contractor fees. $30,000 of the director fees due Mr. Laborde remain unpaid and the Company has the option to pay this in stock.

(4) $30,000 of the director fees due Pierce McNally remain unpaid and the Company has the option to pay this in stock.

(5) $50,000 of the director fees due Henry Pinskier remain unpaid and the Company has the option to pay this in stock.

All of the Company's officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

30DC's officers and directors are indemnified as provided by the Maryland Revised Statutes and the bylaws.

Under the Maryland Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. The Company's Articles of Incorporation do not specifically limit the directors' immunity. Excepted

-37-

from that immunity are: (a) a willful failure to deal fairly with Infinity or its shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

The Company's bylaws provide that it will indemnify the directors to the fullest extent not prohibited by Maryland law; provided, however, that it may modify the extent of such indemnification by individual contracts with the directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by the board of directors, (c) is provided by the Company, in sole discretion, pursuant to the powers vested under Maryland law or (d) is required to be made pursuant to the bylaws.

The Company's bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of Infinity as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the bylaws or otherwise.

The Company's bylaws provide that no advance shall be made by the Company to an officer except by reason of the fact that such officer is or was the Company's director in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision‑making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of 30DC, Inc.

EQUITY COMPENSATION PLAN INFORMATION

Stock Option Plan

The Company has two stock Option Plans. As of June 30, 2014, 600,000 options are outstanding under the 2008 Option Plan of which all 600,000 are exercisable. During the year ended June 30, 2014, we did not issue any shares under the option plan. We have reserved a total of 970,934 shares of common stock for issuance under the 2008 Option Plan.

On October 11, 2012 our directors approved the Company's 2012 Stock Option Plan (the "Plan") authorizing the plan to grant options to purchase up to 7,500,000 shares of our common stock. On October 11, 2012, 1,500,000 options to purchase shares of the Company's common stock were issued to Theodore A. Greenberg the Company's Chief Financial Officer and a Director and 1,500,000 options to purchase shares of the Company's common stock were issued to Henry Pinskier who is a Director and who subsequently became Chairman of the Board. At June 30, 2015 all of these options are exercisable.

-38-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to the beneficial ownership of 30DC, Inc. outstanding common stock by:

each person who is known by 30DC to be the beneficial owner of five percent (5%) or more of 30DC's common stock;
30DC's chief executive officer, its other executive officers, and each director as identified in the "Management - Executive Compensation" section; and
all of the Company's directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of the Company's common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of 30DC, Inc. common stock that 30DC believes was beneficially owned by each person or entity as of June 30, 2015, including options exercisable within 60 days. This information does not reflect the July 30, 2015 divestiture of a portfolio of Internet marketing assets in exchange for the redemption of 10,000,000 shares from Marillion Partnership and 6,743,861 shares from Netbloo.

Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Owner	Percent of Class (2)
Common	Edward Dale, Director, and Former President and CEO (Directly and Beneficially through Marillion Partnership)	20,036,440	26.07%

Common	Gregory H. Laborde, Director, (Beneficially through GHL Group, Ltd.)	3,507,250	4.56%

Common	Theodore A. Greenberg, CFO, Secretary and Director (3)	3,180,770	2.19%

Common	Pierce McNally, Director (4)	292,500	0.13%

-39-

Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Owner	Percent of Class (2)
Common	Henry Pinskier, Director and Chairman of the Board (5)	1,747,000	0.32%
Common	Jonathan Lint (Beneficially through Netbloo Media, Ltd.)	6,743,682	11.22%

Common	Clinton Carey	3,432,000	17.55%

Common	All Directors and Executive Officers as a Group (5 persons)	18,763,960	33.27%

(1) All directors can be reached at the address of the Company.

(2) At June 30, 2015, the Company had 76,853,464 shares of its common stock issued and outstanding. The Company had 3,600,000 options issued and outstanding which were exercisable, but these options are not included in this calculation as the Company considers them to be "out of the money" and does not expect the status to change in the next 60 days.

(3) Mr. Greenberg's ownership total includes 1,500,000 options which were exercisable at June 30, 2015 but not in the money and not included in his percentage.

(4) Mr. McNally's ownership total includes 192,500 options which were exercisable at June 30, 2015 but not included in his percentage.

(5) Mr. Pinskier's ownership total includes 1,500,000 options which were exercisable at June 30, 2015 but not included in his percentage.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

-40-

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

Officers and Directors

During the years ended June 30, 2015 and 2014, Marillion Partnership ("Marillion"), an affiliate of the Company that manages marketing and development for the Company and provides the services of Edward Dale as CEO was paid contractor fees of $239,886 and $294,653 respectively. Mr. Dale is CEO, President and a Director of the Board of the Company.

During the years ended June 30, 2015 and 2014, Theodore A. Greenberg earned salary of $132,000 and $200,000 respectively. Mr. Greenberg is CFO and a Director of the Company. On October 11, 2012 Mr. Greenberg was issued 1,500,000 options to purchase shares of the Company's common stock. The company computed the cost of these options using the Black-Scholes option pricing formula which resulted in total cost of $119,288 of which $8,855, and $33,619 were recorded as expense during the years ended June 30, 2015 and 2014 respectively.

During the years ended June 30, 2015 and 2014, Henry Pinskier earned directors' fees of $50,000 each year. Mr. Pinskier is a Director and Chairman of the Board of the Company. On October 11, 2012 Mr. Pinskier was issued 1,500,000 options to purchase shares of the Company's common stock. The company computed the cost of these options using the Black-Scholes option pricing formula which resulted in total cost of $119,288 of which $8,855 and $33,618 were recorded as expense during the years ended June 30, 2015 and 2014 respectively.

During the years ended June 30, 2015 and 2014, Gregory Laborde earned directors' fees of $30,000 each year. During the years ended June 30, 2015 and 2014 GHL Group, Ltd. whose President, Gregory H. Laborde is a Director, earned contractor fees of $60,000 each year.

During the years ended June 30, 2015 and 2014, Pierce McNally earned directors' fees of $30,000 each year.

Other Shareholders

During the year ended June 30, 2014, Raine Ventures, LLC , a company affiliated with Dan Raine earned contractor fees of $166,667. Mr. Raine had beneficial ownership of greater than 5% of the Company until February 28, 2014. On February 28, 2014, the Company divested the Immediate Edge in return for 10,560,000 of the Company shares which was all of the Company shares owned by Raine Ventures.

During the years ended June 30, 2015 and 2014 Netbloo earned contractor fees of $281,250 and $300,000. Netbloo is a greater than 5% shareholder.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GENERAL. Malone Bailey, LLP is the Company's principal auditing accountant firm. The Company's Board of Directors has considered whether the provisions of audit services is compatible with maintaining independence.

-41-

The following table represents aggregate fees billed to the Company for the years ended June 30, 2015 and 2014 by Malone Bailey, LLP

	Year Ended June 30,
	2015	2014
Audit Fees	$67,500	$71,600

Audit-related Fees	$0	$0

Tax Fees	$0	$0

All Other Fees	$0	$0

Total Fees	$67,500	$71,600

-42-

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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, 2015 and 2014


(b)	Exhibit No.	Description


	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)

	101.SCH	XBRL Taxonomy Extension Schema Document (2)

	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (2)

	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (2)

	101.LAB	XBRL Taxonomy Extension Label Linkbase Document (2)

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (2)

(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.

-43-

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: November 17, 2015
By:	/s/ Henry Pinskier
	Henry Pinskier, President and Chief Executive Officer (Principal Executive Officer)


By:	/s/ Theodore A. Greenberg
	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: November 17, 2015
	30DC , Inc.


	/s/ Theodore A. Greenberg
	Theodore A. Greenberg, Director

	/s/ Henry Pinskier
	Henry Pinskier, Director

	/s/ Gregory Laborde
	Gregory Laborde, Director

-44-

30DC, INC. - FORM 10-K - November 17, 2015

Attached files

30DC, INC. Reports