EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

EXHIBIT 31.1

CERTIFICATION OF PERIODIC REPORT

I, Henry Pinskier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of 30DC, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under  our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is  made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: January 8, 2016

/s/ Henry Pinskier                     

Henry Pinskier,

Chief Executive Officer, President

& Principal Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

EXHIBIT 31.2

CERTIFICATION OF PERIODIC REPORT

I, Theodore A. Greenberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of 30DC, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: January 8, 2016

/s/ Theodore A. Greenberg

Theodore A. Greenberg,

Chief Financial Officer

& Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION

Exhibit 32.1

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 30DC, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Edward Dale, Principal Executive Officer, President, and Chief Executive Officer, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  January 8, 2016

/s/ Henry Pinskier

__________________________________________________

Henry Pinskier,

Principal Executive Officer, President and Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2015	Jan. 08, 2016
Document And Entity Information
Entity Registrant Name	30DC, INC.
Entity Central Index Key	0001118974
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		63,159,783
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

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Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Assets
Cash and Cash Equivalents	$ 58,382	$ 53,681
Restricted Cash	70,000	70,000
Accrued Commissions Receivable	0	4,094
Accounts Receivable	891	11,583
Prepaid Expenses	12,650	15,419
Assets of Discontinued Operations	60,792	80,771
Total Current Assets	202,715	235,548
Property and Equipment, Net	8,246	16,113
Intangible Assets, Net	105,643	118,320
Goodwill	799,383	799,383
Assets of Discontinued Operations	0	291,175
Total Assets	1,115,987	1,460,539
Liabilities and Stockholders' Equity
Accounts Payable	256,797	256,836
Accrued Expenses and Refunds	594,676	602,044
Deferred Revenue	180,515	122,007
Due to Related Parties	1,243,867	1,185,456
Liabilities of Discontinued Operations	159,914	159,657
Total Current Liabilities	2,435,769	2,326,000
Total Liabilities	2,435,769	2,326,000
Stockholders' Equity
Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued	0	0
Common Stock, Par Value $0.001, 100,000,000 authorized, 60,109,783 and 76,853,464 issued and outstanding respectively	60,110	76,853
Paid in Capital	3,777,339	3,844,315
Accumulated Deficit	(5,054,373)	(4,683,771)
Accumulated Other Comprehensive Loss	(102,858)	(102,858)
Total Stockholders' Equity	(1,319,782)	(865,461)
Total Liabilities and Stockholders' Equity	$ 1,115,987	$ 1,460,539

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Jun. 30, 2015
Stockholders Equity
Preferred Stock par value	$ 0.001	$ 0.001
Preferred Stock Authorized	10,000,000	10,000,000
Preferred Stock Issued	0	0
Common Stock par value	$ 0.001	$ 0.001
Common Stock Authorized	100,000,000	100,000,000
Common Stock Issued	60,109,783	76,853,464
Common Stock Outstanding	60,109,783	76,853,464

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Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Revenue
Subscription Revenue	$ 8,484	$ 18,056
Products and Services	59,421	585,188
Total Revenue	67,905	603,244
Operating Expenses	218,161	505,645
Operating Income (Loss)	(150,256)	97,599
Income (Loss) from Continuing Operations	(150,256)	97,599
Discontinued Operations
Income (Loss) from Operations	12,196	(37,091)
Unrealized Gain (Loss) on Marketable Securities	(19,979)	(28,828)
Loss on Divestiture	(212,563)	0
Loss from Discontinued Operations	(220,346)	(65,919)
Net Income (Loss)	$ (370,602)	$ 31,680
Weighted Average Common Shares Outstanding
Basic	65,387,682	76,853,464
Diluted	65,387,682	77,398,919
Earnings Per Common Share (Basic)
Continued Operations	$ (0.00)	$ 0.00
Discontinued Operations	(0.01)	(0.00)
Net Income (Loss) Per Common Share	(0.01)	0.00
Earnings Per Common Share (Diluted)
Continued Operations	(0.00)	0.00
Discontinued Operation	(0.01)	(0.00)
Net Income (Loss) Per Common Share	$ (0.01)	$ 0.00

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Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows from Operating Activities:
Net Income (Loss)	$ (370,602)	$ 31,680
Loss From Discontinued Operations	220,346	65,919
Adjustments to Reconcile Income from Continuing Operations to Net Cash Provided By (Used In) Operations
Depreciation and Amortization	14,900	14,505
Equity Based Payments To Employees	0	8,854
Changes in Operating Assets and Liabilities
Restricted Cash	0	(43,105)
Accrued Commissions Receivable	4,094	6,675
Accounts Receivable	10,692	(110,872)
Prepaid Expenses	2,769	693
Accounts Payable	(39)	(1,602)
Accrued Expenses and Refunds	(7,368)	62,926
Deferred Revenue	58,508	35,329
Due to Related Parties	58,411	9,907
Net Cash Provided by (Used In) Operating Activities	(8,289)	80,909
Cash Flows from Investing Activities
Purchase of Property and Equipment	(756)	(1,300)
Net Cash Used in Investing Activities	(756)	(1,300)
Cash Flows from Discontinued Operations
Cash Flows From Operating Activities	13,746	(37,681)
Net Cash Used in Discontinued Operations	13,746	(37,681)
Increase in Cash and Cash Equivalents	4,701	41,928
Cash and Cash Equivalents - Beginning of Period	53,681	102,684
Cash and Cash Equivalents - End of Period	58,382	144,612
Supplemental Disclosures of Non Cash Financing Activity
Common Stock Redeemed For Divestiture	83,719	0
Cash paid during the year for:
Interest	2,233	1,332
Income taxes	$ 0	$ 300

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2015

Summary Of Significant Accounting Policies

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and with instructions to Form-10Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information required by GAAP for a complete set of financial statements. In the opinion of management, all adjustments, (including normal recurring accruals) considered necessary for a fair presentation have been included in the financial statements. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 2016 or any other period. In addition, the balance sheet data at June 30, 2015 was derived from the audited financial statements but does not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with the Audited Financial Statements for the year ended June 30, 2015 included in the Company’s annual report on Form 10-K which was filed on November 17, 2014.

The unaudited condensed consolidated financial statements include the accounts of 30DC, Inc., (f/k/a Infinity Capital Group, Inc.) and its subsidiary 30DC, Inc., Delaware, (“30DC DE”).

REVENUE RECOGNITION

The Company offers customers the option to purchase its digital products for a single payment or for a higher price consisting of a down payment and additional payments over a period of time which can be as long as one year. Pursuant to ASC 605 the Company has determined that revenue is realizable and the earnings process is complete and the four criteria for revenue recognition stated in SAB Topic 13 are met at the time of the initial purchase. Accordingly, the Company deems the sale to have occurred at the time of initial purchase and records the full amount paid and/or due from a customer as revenue. Typically customers are offered a period to review the product and request a refund and if a refund is requested the company reverses the revenue which was recorded at the time of the sale. The Company records a liability for future refunds and reduces revenue by that amount. If a customer defaults on an additional payment, the customer loses access to the digital product. Based upon its past experience with extended payment plans, the Company has estimated the number of future defaulted payments and has reduced revenue and accounts receivable by that amount.

For an additional charge, the Company offers customers ancillary services which are not required to be purchased with a product. These services include additional technical support and/or specific product services. The Company recognizes revenue when the service is completed; receipts for services which have not been completed are included in deferred revenue.

NET INCOME OR LOSS PER SHARE

The Company computes net income or loss per share in accordance with ASC 260 “Earnings per Share.” Under ASC 260, basic net income or 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, includes 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 three month period ended September 30, 2014, the Company has included as outstanding 2,000,000 options which are exercisable and have an exercise price below the average market price for the Company’s shares during the period. For the three month period ended September 30, 2015, potentially dilutive securities would be anti-dilutive and have not been included in computing diluted earnings per share.

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2. GOING CONCERN

3 Months Ended

Sep. 30, 2015

Going Concern

2. GOING CONCERN

The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As of September 30, 2015, the Company had a working capital deficit of approximately $2,233,000 and had accumulated losses of approximately $5,054,000 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 condensed 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.

For the past few years, the Company offered MagCast through a once per year large-scale promotion for which the majority of sales were through marketing affiliates which are unrelated parties who earn commissions by referring customers to the Company and a majority of the Company’s annual sales were during the promotion. The Company held a smaller promotion through marketing affiliates in July 2014 than in prior years. In July 2015, the Company held a smaller promotion without marketing affiliates for one-year MagCast licenses which can be renewed at the end of the one-year term. Revenue from the one-year licenses is being recognized ratably over the one year term. The Company does not expect to have a large-scale MagCast promotion during this fiscal year.

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3. DIVESTITURE

3 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

3. DIVESTITURE

On July 30, 2015, the Company divested a portfolio of Internet marketing assets (“IM Sale”), 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. 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. Included with the IM sale were fixed assets with a net book value of approximately $6,000 and intangible assets including goodwill with net book value of approximately $290,000. The shares tendered as consideration for the transaction were valued at approximately $84,000, based upon the last trading price, resulting in a loss of approximately $213,000. Operating results for the assets divested have been reclassified as discontinued operations (see note 4).

Simultaneous with the IM Sale, 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.

Simultaneous with the IM Sale, 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.

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4. DISCONTINUED OPERATIONS

3 Months Ended

Sep. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

4. DISCONTINUED OPERATIONS

The Company has included two businesses in discontinued operations; the portfolio of Internet Marketing Assets business which was divested July 30, 2015 (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.

Results of Discontinued Operations for the
	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014
	IM Business	Infinity	Total	IM Business	Infinity	Total
Revenues	$             15,978	$                    -	$             15,978	$             96,823	$                    -	$             96,823
Operating expenses	2,525	1,257	3,782	132,436	1,478	133,914
Income (Loss) from operations	13,453	(1,257)	12,196	(35,613)	(1,478)	(37,091)
Unrealized gain (loss) on marketable securities	-	(19,979)	(19,979)	-	(28,828)	(28,828)
Loss on Divestiture	(212,563)	-	(212,563)	-	-	-
Net Income (Loss)	$         (199,110)	$           (21,236)	$         (220,346)	$           (35,613)	$           (30,306)	$           (65,919)
Assets and Liabilities of Discontinued Operations as of
	September 30, 2015			June 30, 2015
	IM Business	Infinity	Total	IM Business	Infinity	Total
Assets
Marketable securities	$                    -	$             60,792	$             60,792	$                    -	$             80,771	$             80,771
Total Current Assets	-	60,792	60,792	-	80,771	80,771
Intangible Assets	-	-	-	35,680	-	35,680
Goodwill	-	-	-	255,495	-	255,495
Total Assets of Discontinued Operations	$                    -	$             60,792	$             60,792	$           291,175	$             80,771	$           371,946
Liabilities
Accounts payable	$                    -	$             19,375	19,375	$                    -	$             19,375	19,375
Accrued expenses	-	68,989	68,989	-	67,732	67,732
Notes payable	-	50,550	50,550	-	51,550	51,550
Due to related parties	-	21,000	21,000	-	21,000	21,000
Total Liabilities of Discontinued Operations	$                    -	$           159,914	$           159,914	$                    -	$           159,657	$           159,657

Notes Payable

Included in liabilities of discontinued operations at September 30, 2015 and June 30, 2015 are $50,550 and $51,050 respectively in notes payable plus related accrued interest of which are all in default for lack of repayment by their due date.

For the three months ended September 30, 2015 and September 30, 2014 the Company incurred interest expense on notes payable of $1,257 and $1,478 respectively which is included in the Statement of Operations under income (loss) from discontinued operations.

Marketable Securities

At September 30, 2015 the fair value of marketable securities held for sale was $60,792 which included cumulative net unrealized losses of $5,618. 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.

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5. RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

5. RELATED PARTY TRANSACTIONS

At September 30, 2015, due to related parties totaled $1,243,867. This primarily consisted of $31,000 due to GHL Group, Ltd., whose President, Gregory H. Laborde is a Director, under their consulting services agreement, $231,500 accrued for directors’ fees for services of non-executive directors, $159,300 due to Netbloo Media, Ltd. under its contractor agreement, $40,700 due to Marillion Partnership under its contractor agreement and $781,500 due to Theodore A. Greenberg, CFO and director, for compensation.

On July 30, 2015, the Company divested a portfolio of Internet marketing assets (“IM Sale”), 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, see note 3 for further details on the divestiture.

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6. STOCKHOLDERS EQUITY

3 Months Ended

Sep. 30, 2015

Equity [Abstract]

6. STOCKHOLDERS' EQUITY

Common Stock

During the three months ended September 30, 2015, the Company did not issue any common stock.

During the three months ended September 30, 2015, the Company divested a portfolio of Internet marketing assets (“IM Sale”), including Market Pro Max, in two separate transactions 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, see note 3 for further details on the divestiture.

Warrants

Information relating to outstanding warrants is as follows:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contract Life (years)
Outstanding warrants at 06/30/15		3,401,522		$    0.50		0.30
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		2,554,205		0.50		-
Outstanding warrants at 9/30/15		847,317		0.50		0.27
Exercisable on 9/30/15		847,317		0.50		0.27

The aggregate intrinsic value of warrants outstanding and exercisable was $0 at September 30, 2015. Total intrinsic value of warrants exercised was $0 for the three months ended September 30, 2015 as no warrants were exercised during this period.

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7. STOCK BASED COMPENSATION PLANS

3 Months Ended

Sep. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

7. 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 $-0- and $8,854 for the three months ended September 30, 2015 and September 30, 2014 respectively for options granted in prior periods the cost of which is being recorded on a straight-line basis over the vesting period. There was no impact on the Company's cash flow.

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 06/30/15		3,600,000		$    0.18		6.61
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		-		-		-
Outstanding options at 9/30/15		3,600,000		0.18		6.36
Exercisable on 9/30/15		3,600,000		0.18		6.36

The options have a contractual term of ten years. The aggregate intrinsic value of options outstanding and exercisable was $0 at September 30, 2015. Total intrinsic value of options exercised was $0 for the three months ended September 30, 2015 as no options were exercised during this period.

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

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8. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES

3 Months Ended

Sep. 30, 2015

Notes to Financial Statements

8. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES

	Three Months Ended September 30, 2015	Three Months Ended September 30, 2014
Related Party Contractor Fees (1)	$46,500	$90,000
Officer’s Salary	33,000	37,427
Directors’ Fees	27,500	31,927
Independent Contractors	46,820	83,096
Commission Expense	2,348	144,273
Professional Fees	27,076	57,204
Credit Card Processing Fees	5,462	23,252
Telephone and Data Lines	1,447	5,310
Other Operating Costs	28,008	33,156
Total Operating Expenses	$218,161	$505,645

(1) For the three months ended September 30, 2014, related party contractors included Marillion an affiliate of the Company that managed marketing and development for the Company and provided 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. For the three months ended September 30, 2015, related party contractors include GHL Group and Netbloo.

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9. SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

9. SUBSEQUENT EVENTS

On November 24, 2015, the Company entered into an agreement with a business development consultant for which part of the consideration was 250,000 shares of the Company’s common stock. For the 250,000 shares, the Company recorded $1,500 as independent contractor expense based upon the closing price of the Company’s shares on the day the shares were issued.

On December 22, 2015, the Company entered into an agreement with Henry Pinskier, the Company’s Interim Chief Executive Officer for consideration of 2,000,000 shares of the Company’s common stock. The agreement has zero cash consideration and covers the time Mr. Pinskier began serving as Interim Chief Executive Officer through the end of the Company’s current fiscal year, June 30, 2016. For the 2,000,000 shares the Company recorded $12,000 as related party contractor expense based upon the closing price of the Company’s shares on the day the shares were issued. Mr. Pinskier is also chairman of the Company’s board of directors.

On December 22, 2015, the Company entered into a one-year agreement with Theodore A. Greenberg, the Company’s Chief Financial Officer for which part of the consideration was 500,000 shares of the Company’s common stock. Cash consideration under the agreement is $5,000 per month and may be adjusted after six months based upon the Company’s performance and financial position. Cash consideration under Mr. Greenberg’s existing agreement was $11,000 per month. For the 500,000 shares, the Company recorded $3,000 as officer’s salary expense based upon the closing price of the Company’s shares on the day the shares were issued. Mr. Greenberg is also a member of the Company’s board of directors.

On December 22, 2015, the Company entered into a one-year agreement with 21st Century Digital Media, Inc., whose President, Gregory H. Laborde, is a Director of 30DC, for business development services for which part of the consideration was 300,000 shares of the Company’s common stock. Cash consideration under the agreement is $3,000 per month and the agreement includes incentive compensation of up to 1,700,000 shares of the Company’s stock which can be earned by achieving certain milestones during the term of the agreement. For the 300,000 shares the Company recorded $1,800 as related party contractor expense based upon the closing price of the Company’s shares on the day the shares were issued.

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2015

Summary Of Significant Accounting Policies Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and with instructions to Form-10Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information required by GAAP for a complete set of financial statements. In the opinion of management, all adjustments, (including normal recurring accruals) considered necessary for a fair presentation have been included in the financial statements. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 2016 or any other period. In addition, the balance sheet data at June 30, 2015 was derived from the audited financial statements but does not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with the Audited Financial Statements for the year ended June 30, 2015 included in the Company’s annual report on Form 10-K which was filed on November 17, 2014.

The unaudited condensed consolidated financial statements include the accounts of 30DC, Inc., (f/k/a Infinity Capital Group, Inc.) and its subsidiary 30DC, Inc., Delaware, (“30DC DE”).

Revenue Recognition

The Company offers customers the option to purchase its digital products for a single payment or for a higher price consisting of a down payment and additional payments over a period of time which can be as long as one year. Pursuant to ASC 605 the Company has determined that revenue is realizable and the earnings process is complete and the four criteria for revenue recognition stated in SAB Topic 13 are met at the time of the initial purchase. Accordingly, the Company deems the sale to have occurred at the time of initial purchase and records the full amount paid and/or due from a customer as revenue. Typically customers are offered a period to review the product and request a refund and if a refund is requested the company reverses the revenue which was recorded at the time of the sale. The Company records a liability for future refunds and reduces revenue by that amount. If a customer defaults on an additional payment, the customer loses access to the digital product. Based upon its past experience with extended payment plans, the Company has estimated the number of future defaulted payments and has reduced revenue and accounts receivable by that amount.

For an additional charge, the Company offers customers ancillary services which are not required to be purchased with a product. These services include additional technical support and/or specific product services. The Company recognizes revenue when the service is completed; receipts for services which have not been completed are included in deferred revenue.

Net Income or Loss Per Share

The Company computes net income or loss per share in accordance with ASC 260 “Earnings per Share.” Under ASC 260, basic net income or 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, includes 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 three month period ended September 30, 2014, the Company has included as outstanding 2,000,000 options which are exercisable and have an exercise price below the average market price for the Company’s shares during the period. For the three month period ended September 30, 2015, potentially dilutive securities would be anti-dilutive and have not been included in computing diluted earnings per share.

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4. DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Sep. 30, 2015

Discontinued Operations Tables

Schedule of discontinued operations

Results of Discontinued Operations for the
	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014
	IM Business	Infinity	Total	IM Business	Infinity	Total
Revenues	$             15,978	$                    -	$             15,978	$             96,823	$                    -	$             96,823
Operating expenses	2,525	1,257	3,782	132,436	1,478	133,914
Income (Loss) from operations	13,453	(1,257)	12,196	(35,613)	(1,478)	(37,091)
Unrealized gain (loss) on marketable securities	-	(19,979)	(19,979)	-	(28,828)	(28,828)
Loss on Divestiture	(212,563)	-	(212,563)	-	-	-
Net Income (Loss)	$         (199,110)	$           (21,236)	$         (220,346)	$           (35,613)	$           (30,306)	$           (65,919)
Assets and Liabilities of Discontinued Operations as of
	September 30, 2015			June 30, 2015
	IM Business	Infinity	Total	IM Business	Infinity	Total
Assets
Marketable securities	$                    -	$             60,792	$             60,792	$                    -	$             80,771	$             80,771
Total Current Assets	-	60,792	60,792	-	80,771	80,771
Intangible Assets	-	-	-	35,680	-	35,680
Goodwill	-	-	-	255,495	-	255,495
Total Assets of Discontinued Operations	$                    -	$             60,792	$             60,792	$           291,175	$             80,771	$           371,946
Liabilities
Accounts payable	$                    -	$             19,375	19,375	$                    -	$             19,375	19,375
Accrued expenses	-	68,989	68,989	-	67,732	67,732
Notes payable	-	50,550	50,550	-	51,550	51,550
Due to related parties	-	21,000	21,000	-	21,000	21,000
Total Liabilities of Discontinued Operations	$                    -	$           159,914	$           159,914	$                    -	$           159,657	$           159,657

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6. STOCKHOLDERS EQUITY (Tables)

3 Months Ended

Sep. 30, 2015

Equity [Abstract]

Schedule of warrants

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contract Life (years)
Outstanding warrants at 06/30/15		3,401,522		$    0.50		0.30
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		2,554,205		0.50		-
Outstanding warrants at 9/30/15		847,317		0.50		0.27
Exercisable on 9/30/15		847,317		0.50		0.27

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7. STOCK BASED COMPENSATION PLANS (Tables)

3 Months Ended

Sep. 30, 2015

Stock Based Compensation Plans Tables

Option activity

					Weighted
			Weighted		Average
	Number		Average		Remaining
	of		Exercise		Contract
	Shares		Price		Life (years)
Outstanding options at 06/30/15		3,600,000		$    0.18		6.61
Granted		-		-		-
Exercised		-		-		-
Forfeited/expired		-		-		-
Outstanding options at 9/30/15		3,600,000		0.18		6.36
Exercisable on 9/30/15		3,600,000		0.18		6.36

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9. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES (Tables)

3 Months Ended

Sep. 30, 2015

Notes to Financial Statements

SCHEDULE OF OPERATING EXPENSES

	Three Months Ended September 30, 2015	Three Months Ended September 30, 2014
Related Party Contractor Fees (1)	$46,500	$90,000
Officer’s Salary	33,000	37,427
Directors’ Fees	27,500	31,927
Independent Contractors	46,820	83,096
Commission Expense	2,348	144,273
Professional Fees	27,076	57,204
Credit Card Processing Fees	5,462	23,252
Telephone and Data Lines	1,447	5,310
Other Operating Costs	28,008	33,156
Total Operating Expenses	$218,161	$505,645

(1) For the three months ended September 30, 2014, related party contractors included Marillion an affiliate of the Company that managed marketing and development for the Company and provided 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. For the three months ended September 30, 2015, related party contractors include GHL Group and Netbloo.

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2. GOING CONCERN (Details Narrative)	Sep. 30, 2015 USD ($)
Going Concern Details Narrative
Working capital deficit	$ (2,233,000)
Accumulated Deficit	$ (5,054,000)

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4. DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015
Operations
Revenues	$ 15,978	$ 96,823
Operating expenses	3,782	133,914
Income (Loss) from operations	12,196	(37,091)
Unrealized gain (loss) on marketable securities	(19,979)	(28,828)
Loss on Divestiture	(212,563)	0
Net Income (Loss)	(220,346)	(65,919)
Assets
Marketable securities	60,792		$ 80,771
Total Current Assets	60,792		80,771
Intangible Assets	0		35,680
Goodwill	0		255,495
Total assets of discontinued operations	60,792		371,946
Liabilities
Accounts payable	19,375		19,375
Accrued expenses	68,989		67,732
Notes payable	50,550		51,550
Due to related parties	21,000		21,000
Total liabilities of discontinued operations	159,914		159,657
IM Business
Operations
Revenues	15,978	96,823
Operating expenses	2,525	132,436
Income (Loss) from operations	13,453	(35,613)
Unrealized gain (loss) on marketable securities	0	0
Loss on Divestiture	(212,563)	0
Net Income (Loss)	(199,110)	(35,613)
Assets
Marketable securities	0		0
Total Current Assets	0		0
Intangible Assets	0		35,680
Goodwill	0		255,495
Total assets of discontinued operations	0		291,175
Liabilities
Accounts payable	0		0
Accrued expenses	0		0
Notes payable	0		0
Due to related parties	0		0
Total liabilities of discontinued operations	0		0
Infinity
Operations
Revenues	0	0
Operating expenses	1,257	1,478
Income (Loss) from operations	(1,257)	(1,478)
Unrealized gain (loss) on marketable securities	(19,979)	(28,828)
Loss on Divestiture	0	0
Net Income (Loss)	(21,236)	$ (30,306)
Assets
Marketable securities	60,792		80,771
Total Current Assets	60,792		80,771
Intangible Assets	0		0
Goodwill	0		0
Total assets of discontinued operations	60,792		80,771
Liabilities
Accounts payable	19,375		19,375
Accrued expenses	68,989		67,732
Notes payable	50,550		51,550
Due to related parties	21,000		21,000
Total liabilities of discontinued operations	$ 159,914		$ 159,657

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6. STOCKHOLDERS' EQUITY (Details) - Warrant	3 Months Ended
	Sep. 30, 2015 $ / shares shares
Number of Options/Warrants Outstanding, Beginning | shares	3,401,522
Number of Options/Warrants Granted | shares	0
Number of Options/Warrants Exercised | shares	0
Number of Options/Warrants Forfeited/expired | shares	2,554,205
Number of Options/Warrants Outstanding, Ending | shares	847,317
Number of Options/Warrants Exercisable | shares	847,317
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ .50
Weighted Average Exercise Price Granted | $ / shares	0.00
Weighted Average Exercise Price Exercised | $ / shares	0.00
Weighted Average Exercise Price Forfeited/expired | $ / shares	.50
Weighted Average Exercise Price Outstanding, Ending | $ / shares	.50
Weighted Average Exercise Price Exercisable | $ / shares	$ .50
Weighted Average Remaining Contractual Life Outstanding, Beginning	3 months 18 days
Weighted Average Remaining Contractual Life Outstanding, Ending	3 months 7 days
Weighted Average Remaining Contractual Life Exercisable	3 months 7 days

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7. STOCK BASED COMPENSATION PLANS (Details) - Options	3 Months Ended
	Sep. 30, 2015 $ / shares shares
Number of Options/Warrants Outstanding, Beginning | shares	3,600,000
Number of Options/Warrants Granted | shares	0
Number of Options/Warrants Exercised | shares	0
Number of Options/Warrants Forfeited/expired | shares	0
Number of Options/Warrants Outstanding, Ending | shares	3,600,000
Number of Options/Warrants Exercisable | shares	3,600,000
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ .18
Weighted Average Exercise Price Granted | $ / shares	0.00
Weighted Average Exercise Price Exercised | $ / shares	0.00
Weighted Average Exercise Price Forfeited/expired | $ / shares	0.00
Weighted Average Exercise Price Outstanding, Ending | $ / shares	.18
Weighted Average Exercise Price Exercisable | $ / shares	$ .18
Weighted Average Remaining Contractual Life Outstanding, Beginning	6 years 7 months 10 days
Weighted Average Remaining Contractual Life Outstanding, Ending	6 years 4 months 10 days
Weighted Average Remaining Contractual Life Exercisable	6 years 4 months 10 days

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8. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Notes to Financial Statements
Related Party Contractor Fees	$ 46,500	$ 90,000	[1]
Officer's Salary	33,000	37,427
Directors' Fees	27,500	31,927
Independent Contractors	46,820	83,096
Commission Expense	2,348	144,273
Professional Fees	27,076	57,204
Credit Card Processing Fees	5,462	23,252
Telephone and Data Lines	1,447	5,310
Other Operating Costs	28,008	33,156
Total Operating Expenses	$ 218,161	$ 505,645

[1] For the three months ended September 30, 2014, related party contractors included Marillion an affiliate of the Company that managed marketing and development for the Company and provided 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. For the three months ended September 30, 2015, related party contractors include GHL Group and Netbloo.