UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~September~~December 3031, 2015

[ ] TRANSITION REPORT UNDER 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, 5TH FLOOR, NEW YORK, NY 10004

(Address of principal executive offices) (Zip Code)

(212) 962-4400

Registrant's telephone number, including area code

__________________________________________

(Former name, former address and former fiscal year,

if changed since last report)

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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 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	[_]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)

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

Yes

[_]

[x]

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

As of ~~January~~February 810, 2016, the number of shares outstanding of the registrant's class of common stock was 63,159,783.

Table of Contents

	PART I - FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of September 30, 2015 (Unaudited) and June 30, 2015	3
	Condensed Consolidated Balance Sheets as of December 31, 2015 (Unaudited) and June 30, 2015	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended September 30, 2015 and 2014	4
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended December 31, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended September 30, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended December 31, 2015 and 2014	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1719
Item 4.	Controls and Procedures	1719
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1921
Item 1A.	Risk Factors	1921
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1921
Item 3.	Defaults Upon Senior Securities	1922
Item 4.	Mine Safety Disclosures	1922
Item 5.	Other Information	1922
Item 6.	Exhibits	2022
SIGNATURES		2122

-1-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

-2-

30DC, INC. AND SUBSIDIARY Condensed Consolidated Balance Sheets ~~September~~December June 3031, 2015 30, 2015 Unaudited Assets Current Assets Cash and Cash Equivalents $ ~~58,382~~ 116,835 $ 53,681 Restricted Cash 70,000 70,000 Accrued Commissions Receivable - 4,094 Accounts Receivable ~~891~~ - 11,583 Prepaid Expenses 12 9,~~650~~882 15,419 Assets of Discontinued Operations 60 47,~~792~~125 80,771 Total Current Assets ~~202~~ 243,~~715~~842 235,548 Property and Equipment, Net 8 9,~~246~~606 16,113 Intangible Assets, Net ~~105~~ 92,~~643~~965 118,320 Goodwill 799,383 799,383 Assets of Discontinued Operations - 291,175 Total Assets $ 1,~~115~~145,~~987~~ 796 $ 1,460,539 Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts Payable $ ~~256,797~~ 285,871 $ 256,836 Accrued Expenses and Refunds ~~594~~ 598,~~676~~789 602,044 Deferred Revenue ~~180~~ 143,~~515~~893 122,007 Due to Related Parties 1,~~243~~292,~~867~~050 1,185,456 Liabilities of Discontinued Operations ~~159~~ 160,~~914~~166 159,657 Total Current Liabilities 2,~~435~~480,769 2,326,000 Total Liabilities 2,~~435~~480,769 2,326,000 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, 6063,~~109~~159,783 and 76,853,464 issued and outstanding respectively 60 63,~~110~~160 76,853 Paid in Capital 3,~~777~~792,~~339~~589 3,844,315 Accumulated Deficit (5,~~054~~087,~~373~~864) (4,683,771) Accumulated Other Comprehensive Loss (102,858) (102,858) Total Stockholders' Equity (Deficit) (1,~~319~~334,~~782~~973) (865,461) Total Liabilities and Stockholders' Equity (Deficit) $ $ 1,~~115~~145,~~987~~ 796 $ 1,460,539 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

-3-

30DC, INC. AND SUBSIDIARY Condensed Consolidated Statements of Operations ~~Three Months Ended September 30~~Unaudited ~~Unaudited~~ For the Three Months Ended For the Six Months Ended December 31, December 31, 2015 2014 2015 2014 Revenue Subscription Revenue $ 4,801 $ 19,686 $ ~~8,484~~ 13,285 $ ~~18,056~~ 37,742 Products and Services 223,054 59 29,~~421~~897 ~~585~~ 282,~~188~~475 615,085 Total Revenue 227,855 67 49,~~905~~583 ~~603~~ 295,~~244~~760 652,827 Operating Expenses 255,159 ~~218~~ 280,~~161~~206 ~~505~~ 473,~~645~~320 785,851 Operating ~~Income (~~Loss) (27,304) (~~150~~230,~~256~~623) 97 (177,~~599~~560) (133,024) ~~Income (~~Loss) ~~from~~From Continuing Operations (27,304) (230,623) (~~150~~177,~~256~~560) 97 (133,~~599~~024) Income (Loss) From Discontinued Operations Income (Loss) from Operations 7,480 (6,648) 12 19,~~196~~676 (3743,~~091~~739) Unrealized Gain (Loss) on Marketable Securities (13,667) 18,578 (1933,~~979~~646) (2810,~~828~~250) Loss on Divestiture - - (212,563) - Income (Loss) from Discontinued Operations (6,187) 11,930 (~~220~~226,~~346~~533) (6553,~~919~~989) Net ~~Income (~~Loss) $ (33,491) $ (218,693) $ (~~370~~404,~~602~~093) $ ~~31,680~~ (187,013) Weighted Average Common Shares Outstanding Basic 60,517,392 76,853,464 65 62,~~387~~952,~~682~~ 537 76,853,464 Diluted 60,517,392 65 76,~~387~~853,~~682~~ 464 77 62,~~398~~952,~~919~~537 76,853,464 Earnings (Loss) Per Common Share (Basic) Continuing Operations $ (0.00) $ (0.00) $ (0.00) $ (0.00) Discontinued Operations $ (0.00) $ 0.00 $ (0.0100) $ (0.00) Net Income (Loss) Per Common Share $ (0.00) $ (0.00) $ (0.01) $ (0.00) Earnings (Loss) Per Common Share (Diluted) Continuing Operations $ (0.00) $ (0.00) $ (0.00) $ (0.00) Discontinued Operations $ (0.00) $ 0.00 $ (0.0100) $ (0.00) Net Income (Loss) Per Common Share $ (0.00) $ (0.00) $ (0.01) $ (0.00) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

-4-

30DC, INC. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows Three Months Ended September 30 Unaudited 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 Operations Depreciation and Amortization 14,900 14,505 Equity Based Payments To Employees - 8,854 Changes in Operating Assets and Liabilities Restricted Cash - (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 Purchases 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 Provided by (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 $ - Supplemental Disclosures of Cash Flow Information Cash paid during the period for: Interest $ 2,233 $ 1,332 Income taxes - 300 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -5- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) NOTE 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. -6- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) NOTE 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. NOTE 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). -7- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) 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. NOTE 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. -8- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) 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. NOTE 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. -9- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) 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. NOTE 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. NOTE 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. -10- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) 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. NOTE 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. -11- 30DC, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2015 (Unaudited) NOTE 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. -12- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND BECAUSE WE DESIRE TO TAKE ADVANTAGE OF, THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING CERTAIN FORWARD LOOKING STATEMENTS IN THE FOLLOWING DISCUSSION AND ELSEWHERE IN THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF, WHETHER OR NOT IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. FORWARD-LOOKING STATEMENTS ARE STATEMENTS NOT BASED ON HISTORICAL INFORMATION AND WHICH RELATE TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER DEVELOPMENTS. FORWARD LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE SUBJECT TO CHANGE. THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS MADE BY, OR ON OUR BEHALF. WE DISCLAIM ANY OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS. OVERVIEW 30DC 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's assets consist primarily of property and equipment, goodwill and internally developed intangible property such as domain names, websites, customer lists and copyrights. 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. 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 net book value of the assets -13- being divested, which consisted primarily of intangible assets and goodwill, exceeded the fair market value of the shares redeemed on the date the transactions were approved by $212,563 which the Company recorded as a loss from divestiture. 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. 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. The Company has no plans at this time for purchases or sales of fixed assets which would occur in the next twelve months. The Company has no expectation or anticipation of significant changes in number of employees in the next twelve months. RESULTS OF OPERATIONS For The Three Month Period Ended September 30, 2015 Compared To The Three Month Period Ended September 30, 2014. During the three months ended September 30, 2015, 30DC, Inc. recognized revenues of $67,905 from continuing operations compared to $603,244 during the three months ended September 30, 2014. Revenues from continuing operations were from the following sources during the three months ended September 30, 2015 compared to September 30, 2014. Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Increase or (Decrease) Revenue Subscription Revenue $ 8,484 $ 18,056 $ (9,572) Products and Services 59,421 585,188 (525,767) Total Revenues $ 67,905 $ 603,244 $ (535,339) The $9,572 decrease in subscription revenue was due to a decrease in monthly subscribers for the Company's online forum subscription product. The $525,767 decrease in products and services revenue resulted from the Company running a much smaller promotion for the MagCast Publishing platform in July 2015 than in July 2014. The July 2014 promotion was for a lifetime MagCast license which resulted in immediate recognition of revenue. The July 2015 promotion -14- was for an annual license which results in revenue being recognized ratably over the one-year license term. The amount included in deferred revenue at September 30, 2015 from the July 2015 promotion was approximately $78,000. The Company does not expect to have a large-scale MagCast promotion during this fiscal year. During the three months ended September 30, 2015, the Company incurred $218,161 in operational expenses for continuing operations compared to $505,645 during the three months ended September 30, 2014. Operational expenses during the three months September March 30, 2015 and 2014, include the following categories: Three Months Ended Three Months Ended Increase or September 30, 2015 September 30, 2014 Decrease Accounting Fees $ 26,000 $ 51,250 $ (25,250) Credit Card Processing Fees 5,462 23,252 (17,790) Commissions 2,348 144,273 (141,925) Independent Contractors 46,820 83,096 (36,276) Depreciation and Amortization 14,900 14,079 821 Directors' Fees 27,500 31,927 (4,427) Internet Expenses 4,996 6,429 (1,433) Legal Fees 1,076 5,954 (4,878) Officer's Salaries 33,000 37,427 (4,427) Related Party Contractors 46,500 90,000 (43,500) Telephone and Data Lines 1,447 5,310 (3,863) Other Operating Expenses 8,112 12,648 (4,536) Total Operating Expenses $ 218,161 $ 505,645 $ (287,484) The decrease of $25,250 in accounting fees was primarily due to a $20,000 decrease in audit fees during the three months ended September 30, 2015 due to a delay in completion of the Company's June 30, 2015 audited financial statements and a nonrepeating one-time charge during the three months ended September 30, 2014 for startup costs for an e-commerce accounting firm to automate a number of our accounting processes and to provide outsourced bookkeeping services. The decrease of $17,790 in credit card processing fees resulted from the $535,339 decrease in revenue. The decrease of $141,925 in commissions resulted from the Company the smaller MagCast promotion in July 2015 than July 2014 and the July 2015 promotion not being marketed through marketing affiliate relationships which resulted in commission expense during the July 2014 promotion. The decrease of $36,276 in independent contractors is primarily due to $18,000 earned by Clinton Carey, former Chief Operating Officer of the Company who was contracted as a consulting during the three months ended September 30, 2014 and at starting July 1, 2015 represents the Company on a commission only basis and $15,392 paid to two long-term consultants to the Company who completed their service with the Company during the three months ended September 30, 2014. The decrease of $43,500 in Related Party Contractors was due to termination of the Marillion Partnershjp contractor agreement, through which Edward Dale had been serving as the Company's CEO, for which $37,500 was charged to continuing operations for the three month period ended September 30, 2014 and $6,000 was due to a decrease in the consulting amount due to GHL Group whose President, Greg Laborde is a director of the Company. During the three months ended September 30, 2015, the Company recognized a net loss from continuing operations of $150,256 compared to net income from continuing operations of $97,599 during the three months ended September 30, 2014. The increased net loss from continuing operations of $247,855 was due to the decrease in revenue of $535,339 offset by the decrease in operating expenses of $287,484. -15- LIQUIDITY AND CAPITAL RESOURCES The Company had a cash balance of $58,382 at September 30, 2015 and the Company had a working capital deficit of $2,233,054. To fund working capital for the next 12 months, the Company expects to raise capital and to improve the results of operations from increasing revenue as well as a reduction in operating costs. The Company expects increased revenue from further sales of MagCast Publishing Platform and by marketing to customers outside its historical customer base with the goal of recurring revenue through annual licenses. The Company also expects increased revenue by introducing new products some of which will be extensions of existing product lines. Additionally, the Company intends to increase funds available by raising capital, though at this time the Company has not commenced any offerings and cannot guarantee that they will be successful in its capital raising efforts. If the results of operations and capital raised, if any, are not sufficient to fund the Company's expenses as they come due, the Company will defer amounts due to related parties and to the extent possible utilize shares of the Company to satisfy its liabilities. Included in liabilities of discontinued operations at September 30, 2015 is $50,550 in notes payable plus related accrued interest that are in default for lack of repayment by their due date. During the three month period ended September 30, 2015, operating activities used $8,289. During the three month period ended September 30, 2014, operating activities provided the Company with $80,909. The decrease of $89,198 in funds provided by operating activities was a combination of a number of increases and decreases including the decrease in net income from continuing operations of approximately $248,000 and an approximately $70,000 decrease from change accrued expenses and refunds primarily due to the $40,000 accrual of audit fees and approximately $23,000 due to accrual of commissions and credit card processing fees for sales during the July 2014 MagCast promotion included in accounts receivable. This was offset by a net decrease of approximately $43,000 in the reduction in restricted cash held in reserve by the Company's credit card processor, net increase of approximately $122,000 from the change in accounts receivable due to higher accounts receivable at September 30, 2014 resulting from sales under payment plans during the MagCast sales promotion in July 2014, an increase in change deferred revenue of approximately $23,000 due to sale of annual licenses during the July 2015 MagCast promotion resulting in revenue being recognized ratably over the one year license period offset by lower change in deferred revenue from DFY MagCast service sales, approximately $49,000 increase in change of the amount due to related parties due to larger deferral of amounts due to the Company's director, CFO for services and Netbloo under their contractor agreement due to the Company's limited liquidity. 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 has a working capital deficit of approximately $2,233,000 and has accumulated losses of approximately $5,054,000 since its inception. The Company's ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing or to earn profits from its business operations to meet its obligations and pay its liabilities arising from normal business operations when they come due. In the past few years, the Company switched its focus to developing its own products. In May 2012, the Company launched MagCast which the Company expects to be an integral part of its businesses on an ongoing basis. MagCast is being sold directly to customers and through an affiliate network which expands the Company's selling capability and has a broad target market beyond the Company's traditional customer base. 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 -16- 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK NoneITEM 4. CONTROLS AND PROCEDURES Disclosures Controls and Procedures We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b) for the quarter ended September 30, 2015, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below. Management's Quarterly Report on Internal Control over Financial Reporting. With the participation of our Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our "internal control over financial reporting" (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), as of the end of the period covered by this report. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our "internal control over financial reporting" is not effective due to the material weaknesses noted below, in ensuring that (i) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (1) 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. -17- (2) 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. 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 some of the duties which previously had not been. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. -18- PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 1A. RISK FACTORS As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended June 30, 2015, which risk factors are incorporated herein by this reference. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the period July 1, 2015 through September 30, 2015 the Company did not issue any equity securities. On July 30, 2015 the Company redeemed 10,000,000 shares from the Marillion Partnership and 6,743,681 from Netbloo Media, Ltd. as part of the divestiture of a portfolio of Internet marketing assets. The Company recognized a loss of $212,563 from the divestiture. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Included in liabilities of discontinued operations at September 30, 2015 is $50,550 in notes payable plus related accrued interest that are in default for lack of repayment by their due date. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION None. (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY) -19- ITEM 6. EXHIBITS The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K. EXHIBIT NO. DESCRIPTION 31.1 Section 302 Certification - CEO 31.2 Section 302 Certification - CFO 32.1 Section 906 Certification - CEO 32.2 Section 906 Certification - CFO 101.INS XBRL Instance Document (1) 101.SCH XBRL Taxonomy Extension Schema Document (1) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1) 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1) (1)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. -20- SIGNATURES Pursuant to the requirements of Section 12 of the Securities and 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. Registrant Dated: January 8, 2016 By:/s/ Henry Pinskier Henry Pinskier Principal Executive Officer Chief Executive Officer President Dated: January 8, 2016 By:/s/ Theodore A. Greenberg Theodore A. Greenberg, Principal Accounting Officer Chief Financial Officer -21-

30DC, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
Six Months Ended December 31
Unaudited
				2015		2014

Cash Flows from Operating Activities:
Net Loss			$	(404,093)	$	(187,013)
Loss From Discontinued Operations				226,533		53,989

Adjustments to Reconcile Income from Continuing Operations
to Net Cash Provided By Operations
	Depreciation and Amortization			29,469		29,242
	Equity Based Payments To Employees and Nonemployees			18,300		17,709

Changes in Operating Assets and Liabilities
	Restricted Cash			-		(6,270)
	Accrued Commissions Receivable			4,094		9,761
	Accounts Receivable			11,583		(11,120)
	Prepaid Expenses			5,537		3,263
	Accounts Payable			29,035		43,205
	Accrued Expenses and Refunds			(3,255)		(17,936)
	Deferred Revenue			21,886		21,207
	Due to Related Parties			106,594		110,770

		Net Cash Provided By Operating Activities		45,683		66,807

Cash Flows from Investing Activities
	Purchases of Property and Equipment			(4,007)		(5,458)

		Net Cash Used in Investing Activities		(4,007)		(5,458)

Cash Flows from Discontinued Operations
	Cash Flows From Operating Activities			21,478		(40,931)

		Net Cash Provided By (Used in) Discontinued Operations		21,478		(40,931)

Increase in Cash and Cash Equivalents				63,154		20,418
Cash and Cash Equivalents - Beginning of Period				53,681		102,684

Cash and Cash Equivalents - End of Period			$	116,835	$	123,102

Supplemental Disclosures of Non Cash Financing Activity

	Common Stock Redeemed for Divestiture		$	83,719	$	-

Supplemental Disclosures of Cash Flow Information
	Cash paid during the period for:
	Interest		$	4,435	$	3,833
	Income taxes			-		300

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

-5-

30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

NOTE 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. For all periods presented, potentially dilutive securities would be anti-dilutive and have not been included in computing diluted earnings per share.

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30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

NOTE 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 December 31, 2015, the Company had a working capital deficit of approximately $2,237,000 and had accumulated losses of approximately $5,088,000 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. In October 2015, the Company held a pre-beta launch for its newest digital publishing product, ScrivCast which will be priced lower than MagCast and will be targeted to a broader audience. 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. In October 2015, the Company held a pre-beta launch for its newest digital publishing product, ScrivCast. The pre-beta launch, which was targeted at the Company's existing customer base, offered a lifetime license at a promotional price to encourage customers to try the new product. The Company has received feedback from customers on ScrivCast and is preparing for a beta launch which will be followed by release of ScrivCast to a broader market.

NOTE 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

-7-

30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

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 Company's digital publishing products, MagCast and ScrivCast.

NOTE 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.

-8-

30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

Results of Discontinued Operations for the
		Six Months Ended			Six Months Ended
		December 31, 2015			December 31, 2014
	IM Business	Infinity	Total	IM Business	Infinity	Total
Revenues	$ 25,404	$ -	$ 25,404	$ 223,963	$ -	$ 223,963
Operating expenses	3,219	2,509	5,728	264,851	2,851	267,702
Income (Loss) from operations	22,185	(2,509)	19,676	(40,888)	(2,851)	(43,739)
Unrealized gain (loss) on marketable securities	-	(33,646)	(33,646)	-	(10,250)	(10,250)
Loss on Divestiture	(212,563)	-	(212,563)	-	-	-

Net Income (Loss)	$ (190,378)	$ (36,155)	$ (226,533)	$ (40,888)	$ (13,101)	$ (53,989)


		Three Months Ended			Three Months Ended
		December 31, 2015			December 31, 2014
	IM Business	Infinity	Total	IM Business	Infinity	Total
Revenues	$ 9,426	$ -	$ 9,426	$ 127,140	$ -	$ 127,140
Operating expenses	694	1,252	1,946	132,415	1,373	133,788
Income (Loss) from operations	8,732	(1,252)	7,480	(5,275)	(1,373)	(6,648)
Unrealized gain on marketable securities	-	(13,667)	(13,667)	-	18,578	18,578

Net Income (Loss)	$ 8,732	$ (14,919)	$ (6,187)	$ (5,275)	$ 17,205	$ 11,930


Assets and Liabilities of Discontinued Operations as of

		December 31, 2015			June 30, 2015
	IM Business	Infinity	Total	IM Business	Infinity	Total

Assets

Cash	$ -	$ -	$ -	$ -	$ -	$ -
Prepaid expenses	-	-	-	-	-	-
Marketable securities	-	47,125	47,125	-	80,771	80,771

Total Current Assets	-	47,125	47,125	-	80,771	80,771

Intangible Assets	-	-	-	35,680	-	35,680
Goodwill	-	-	-	255,495	-	255,495

Total Assets of Discontinued Operations	$ -	$ 47,125	$ 47,125	$ 291,175	$ 80,771	$ 371,946

Liabilities

Accounts payable	$ -	$ 19,375	$ 19,375	$ -	$ 19,375	$ 19,375
Accrued expenses	-	70,241	70,241	-	67,732	67,732
Notes payable	-	49,550	49,550	-	51,550	51,550
Due to related parties	-	21,000	21,000	-	21,000	21,000

Total Liabilities of Discontinued Operations	$ -	$ 160,166	$ 160,166	$ -	$ 159,657	$ 159,657

Notes Payable

Included in liabilities of discontinued operations at December 31, 2015 and June 30, 2015 are $49,550 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 six months ended December 31, 2015 and December 31, 2014 the Company incurred interest expense on notes payable of $2,509 and $2,851 respectively which is included in the Statement of Operations under income (loss) from discontinued operations.

Marketable Securities

At December 31, 2015 the fair value of marketable securities held for sale was $47,125 which included cumulative net unrealized losses of $19,285. 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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30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

At December 31, 2015, due to related parties totaled $1,292,050. This primarily consisted of $31,700 due to 21^st Century Digital Media, Inc. (successor to GHL Group, Ltd.), whose President, Gregory H. Laborde is a Director, under their consulting services agreement, $259,000 accrued for directors' fees for services of non-executive directors, $172,800 due to Netbloo Media, Ltd. under its contractor agreement, $31,700 due to Marillion Partnership under its contractor agreement and $796,900 due to Theodore A. Greenberg, CFO and director, for compensation.

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.

NOTE 6. STOCKHOLDERS' EQUITY

Common Stock

During the six months ended December 31, 2015, the Company issued common stock as follows:

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.

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30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

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. 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. 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.

During the six months ended December 31, 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		3,092,673		0.50		-
Outstanding warrants at 12/31/15		308,849		0.50		0.16

Exercisable on 12/31/15		308,849		0.50		0.16

The aggregate intrinsic value of warrants outstanding and exercisable was $0 at December 31, 2015. Total intrinsic value of warrants exercised was $0 for the three months ended December 31, 2015 as no warrants were exercised during this period.

NOTE 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 $17,709 for the six months ended December 31, 2015 and December 31, 2014 respectively and $-0- and $8,855 for the three months ended December 31, 2015 and December 31, 2014 respectively for options granted in prior periods the cost of which is being

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30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

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 12/31/15		3,600,000		0.18		6.11

Exercisable on 12/31/15		3,600,000		0.18		6.11

The options have a contractual term of ten years. The aggregate intrinsic value of options outstanding and exercisable was $0 at December 31, 2015. Total intrinsic value of options exercised was $0 for the six months ended December 30, 2015 as no options were exercised during this period.

At December 31, 2015, shares available for future stock option grants to employees and directors under the 2012 Stock Option Plan were 4,500,000.

NOTE 8. SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES

	Six Months Ended December 31, 2015	Six Months Ended December 31, 2014


Related Party Contractor Fees (1)	$106,800	$180,000
Officer's Salary	62,000	74,855
Directors' Fees	55,000	63,855
Independent Contractors	100,995	135,550
Commission Expense	7,695	148,979
Professional Fees	64,607	87,059
Credit Card Processing Fees	12,686	25,047
Telephone and Data Lines	5,005	9,732
Other Operating Costs	58,532	60,774

Total Operating Expenses	$473,320	$785,851

(1) For the six months ended December 31, 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 six months ended December 31, 2015, related party contractors include 21^st Century Digital Media, Inc. (successor to GHL Group) and Netbloo and Henry Pinskier who serves as the Company's Interim Chief Executive Officer.

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30DC, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

(UNAUDITED)

	Three Months Ended December 31, 2015	Three Months Ended December 31, 2014


Related Party Contractor Fees (1)	$60,300	$90,000
Officer's Salary	29,000	37,428
Directors' Fees	27,500	31,928
Independent Contractors	54,175	52,454
Commission Expense	5,347	4,706
Professional Fees	37,531	29,855
Credit Card Processing Fees	7,224	1,795
Telephone and Data Lines	3,558	4,422
Other Operating Costs	30,524	27,618

Total Operating Expenses	$255,159	$280,206

(1) For the three months ended December 31, 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 December 31, 2015, related party contractors include 21^st Century Digital Media, Inc. (successor to GHL Group) and Netbloo and Henry Pinskier who serves as the Company's Interim Chief Executive Officer.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

OVERVIEW

30DC 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. In October 2015, the Company held a pre-beta launch for its newest digital publishing product, ScrivCast which will be priced lower than MagCast and will be targeted to a broader audience. 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.

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.

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

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portfolio of e-commerce training courses. Consideration for the Netbloo transaction was 6,743,681 common shares in 30DC. The net book value of the assets being divested, which consisted primarily of intangible assets and goodwill, exceeded the fair market value of the shares redeemed on the date the transactions were approved by $212,563 which the Company recorded as a loss from divestiture. 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.

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.

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

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

RESULTS OF OPERATIONS

For The Three Month Period Ended December 31, 2015 Compared To The Three Month Period Ended December 31, 2014.

During the three months ended December 31, 2015, 30DC, Inc. recognized revenues of $227,855 from continuing operations compared to $49,583 during the three months ended December 31, 2014. Revenues from continuing operations were from the following sources during the three months ended December 31, 2015 compared to December 31, 2014.

	Three Months Ended December 31, 2015	Three Months Ended December 31, 2014	Increase or (Decrease)
Revenue
Subscription Revenue	$ 4,801	$ 19,686	$ (14,885)
Products and Services	223,054	29,897	193,157
Total Revenues	$ 227,855	$ 49,583	$ 178,272

The $14,885 decrease in subscription revenue was due to a decrease in monthly subscribers for the Company's online forum subscription product.

The $193,157 increase in products and services revenue resulted mainly from two sources. In October, 2015, the Company held a pre-beta launch for its newest digital publishing product, ScrivCast which will be priced lower than MagCast and will be targeted to a broader audience. For the pre-beta launch revenue totaled

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$168,483 and customers received a lifetime license which resulted in all revenue being recognized at the time of purchase. In July 2015 the Company ran a promotion which was for an annual MagCast license which resulted in revenue being recognized ratably over the one-year license term. During the three months ended December 31, 2015 the Company recognized $27,714 from the July promotion.

During the three months ended December 31, 2015, the Company incurred $255,159 in operational expenses for continuing operations compared to $280,206 during the three months ended December 31, 2014. Operational expenses during the three months December 31, 2015 and 2014, include the following categories:

	Three Months Ended	Three Months Ended	Increase or
	December 31, 2015	December 31, 2014	Decrease
Accounting Fees	$ 20,000	$ 16,000	$ 4,000
Credit Card Processing Fees	7,224	1,795	5,429
Commissions	5,347	4,706	641
Independent Contractors	54,175	52,454	1,721
Depreciation and Amortization	14,569	14,255	314
Directors' Fees	27,500	31,928	(4,428)
Internet Expenses	7,628	6,356	1,272
Legal Fees	17,531	13,855	3,676
Officer's Salaries	29,000	37,428	(8,428)
Related Party Contractors	60,300	90,000	(29,700)
Telephone and Data Lines	3,558	4,422	(864)
Other Operating Expenses	8,327	7,007	1,320

Total Operating Expenses	$ 255,159	$ 280,206	$ (25,047)

The decrease of $8,428 in officer's salaries is due to a reduction monthly cash salary for Theodore A. Greenberg, the Company's CFO from $11,000 to $5,000 effective in December 2015 and completion of the charge for amortization of stock option expense over the vesting period, for stock options previously issued to Mr. Greenberg in the December 2014 quarter offset by additional expense of $3,000 for the value of 500,000 shares of Company stock issued to Mr. Greenberg in December 2015.

The decrease of $29,700 in Related Party Contractors was due to termination of the Marillion Partnershjp contractor agreement, through which Edward Dale had been serving as the Company's CEO, for which $37,500 was charged to continuing operations for the three month period ended December 31, 2014, and $6,000 was due to a decrease in the cash consulting amount due to 21^st Century Digital Media, Inc. (successor to GHL Group) whose President, Greg Laborde is a director of the Company. Offsetting these amounts were additional expense of $12,000 for the value of 2,000,000 shares of Company stock issued to Henry Pinskier, the Company's Interim Chief Executive Officer and $1,800 for the value of 300,000 shares of Company stock issued to 21^st Century Digital Media, Inc.

During the three months ended December 31, 2015, the Company recognized a net loss from continuing operations of $27,304 compared to a net loss of from continuing operations of $230,623 during the three months ended December 31, 2014. The decreased net loss from continuing operations of $203,319 was due to the increase in revenue of $178,272 and the decrease in operating expenses of $25,047.

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For The Six Month Period Ended December 31, 2015 Compared To The Six Month Period Ended December 31, 2014.

During the six months ended December 31, 2015, 30DC, Inc. recognized revenues of $295,760 from continuing operations compared to $652,827 during the six months ended December 31, 2014. Revenues from continuing operations were from the following sources during the six months ended December 31, 2015 compared to December 31, 2014.

	Six Months Ended December 31, 2015	Six Months Ended December 31, 2014	Increase or (Decrease)
Revenue
Subscription Revenue	$ 13,285	$ 37,742	$ (24,457)
Products and Services	282,475	615,085	(332,610)
Total Revenues	$ 295,760	$ 652,827	$ (357,067)

The $24,457 decrease in subscription revenue was due to a decrease in monthly subscribers for the Company's online forum subscription product.

The $332,610 decrease in products and services revenue was primarily the net result of two factors. The Company ran a much smaller promotion for the MagCast Publishing platform in July 2015 than in July 2014. The July 2014 promotion was for a lifetime MagCast license which resulted in immediate recognition of $531,388 in revenue. The July 2015 promotion was for an annual license which results in revenue being recognized ratably over the one-year license term. The amount of revenue from the July 2015 promotion recognized in the six months ended December 31, 2015 was $55,427. The Company does not expect to have a large-scale MagCast promotion during this fiscal year. Offsetting this difference was revenue from the pre-beta launch for the Company's newest digital publishing product, ScrivCast which will be priced lower than MagCast and will be targeted to a broader audience. For the pre-beta launch revenue totaled $168,483 and customers received a lifetime license which resulted in all revenue being recognized at the time of purchase.

During the six months ended December 31, 2015, the Company incurred $473,320 in operational expenses for continuing operations compared to $785,851 during the six months ended December 31, 2014. Operational expenses during the six months December 31, 2015 and 2014, include the following categories:

	Six Months Ended	Six Months Ended	Increase or
	December 31, 2015	December 31, 2014	Decrease
Accounting Fees	$ 46,000	$ 67,250	$ (21,250)
Credit Card Processing Fees	12,686	25,047	(12,361)
Commissions	7,695	148,979	(141,284)
Independent Contractors	100,995	135,550	(34,555)
Depreciation and Amortization	29,469	28,334	1,135
Directors Fees	55,000	63,855	(8,855)
Internet Expenses	12,624	12,785	(161)
Legal Fees	18,607	19,809	(1,202)
Officer's Salaries	62,000	74,855	(12,855)
Related Party Contractors	106,800	180,000	(73,200)
Telephone and Data Lines	5,005	9,732	(4,727)
Other Operating Expenses	16,439	19,655	(3,216)

Total Operating Expenses	$ 473,320	$ 785,851	$ (312,531)

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The decrease of $21,250 in accounting fees was primarily due to a $6,000 decrease in fees for the Company's annual June audit, a $10,000 decrease due to a delay in completion of the Company's September 30, 2015 quarterly financial statements and a nonrepeating one-time charge during the six months ended December 31, 2014 for startup costs for an e-commerce accounting firm to automate a number of our accounting processes and to provide outsourced bookkeeping services.

The decrease of $12,361 in credit card processing fees resulted from the $357,067 decrease in revenue.

The decrease of $141,284 in commissions resulted from the Company the smaller MagCast promotion in July 2015 than July 2014 and the July 2015 promotion not being marketed through marketing affiliate relationships which resulted in commission expense during the July 2014 promotion.

The decrease of $34,555 in independent contractors is primarily due to $30,500 earned by Clinton Carey, former Chief Operating Officer of the Company who was contracted as a consulting during the six months ended December 31, 2014 and starting July 1, 2015 represents the Company on a commission only basis and $15,275 paid to two long-term consultants to the Company who completed their service with the Company during the six months ended December 31, 2014. Offsetting these amounts was $5,250 during the six months ended December 31, 2015 for a business development consultant who is helping the Company expand outside its traditional markets.

The decrease of $12,855 in officer's salaries is due to a reduction monthly cash salary for Theodore A. Greenberg, the Company's CFO from $11,000 to $5,000 effective in December 2015 and completion of the charge for amortization of stock option expense over the vesting period, for stock options previously issued to Mr. Greenberg during the six months ended December 31, 2014 offset by additional expense of $3,000 for the value of 500,000 shares of Company stock issued to Mr. Greenberg in December 2015.

The decrease of $73,200 in Related Party Contractors was due to termination of the Marillion Partnershjp contractor agreement, through which Edward Dale had been serving as the Company's CEO, for which $75,000 was charged to continuing operations for the six month period ended December 31, 2014 and $12,000 was due to a decrease in the consulting amount due to 21^st Century Digital Media, Inc. (successor to GHL Group) whose President, Greg Laborde is a director of the Company. Offsetting these amounts were additional expense of $12,000 for the value of 2,000,000 shares of Company stock issued to Henry Pinskier, the Company's Interim Chief Executive Officer and $1,800 for the value of 300,000 shares of Company stock issued to 21^st Century Digital Media, Inc.

During the six months ended December 31, 2015, the Company recognized a net loss from continuing operations of $177,560 compared to a net loss from continuing operations of $133,024 during the six months ended December 31, 2014. The increased net loss from continuing operations of $44,536 was due to the decrease in revenue of $357,067 offset by the decrease in operating expenses of $312,531.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a cash balance of $116,835 at December 31, 2015 and the Company had a working capital deficit of $2,236,927. To fund working capital for the next 12 months, the Company expects to raise capital and to improve the results of operations from increasing revenue as well as a reduction in operating costs. The Company expects increased revenue from further sales of MagCast Publishing Platform and by marketing to customers outside its historical customer base with the goal of recurring revenue through annual licenses. The Company also expects increased revenue by introducing new products some of which will be extensions of existing product lines. One new product is ScrivCast which was introduced in a pre-beta launch in October 2015. 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.

-18-

Included in liabilities of discontinued operations at December 31, 2015 is $49,550 in notes payable plus related accrued interest that are in default for lack of repayment by their due date.

During the six month period ended December 31, 2015, operating activities provided the Company with $45,683. During the six month period ended December 31, 2014, operating activities provided the Company with $66,807. The decrease of $21,124 in funds provided by operating activities was primarily due to two offsetting factors. The increase in net loss from continuing operations of approximately $45,000 and an approximately $70,000 offset by a net increase of approximately $23,000 from the change in accounts receivable due to higher accounts receivable at December 31, 2014 resulting from sales under payment plans during the MagCast sales promotion in July 2014. Discontinued operations provided the Company with approximately $21,000 during the six months ended December 31, 2015 and discontinued operations used approximately $41,000 during the six months ended December 31, 2014. The Company has continued to receive revenue from existing subscriptions for some of the products that were divested in July 2015 without responsibility for related expenses, as these subscriptions have ended the revenue received has reduced.

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 December 31, 2015, the Company has a working capital deficit of approximately $2,237,000 and has accumulated losses of approximately $5,088,000 since its inception. The Company's ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing or to earn profits from its business operations to meet its obligations and pay its liabilities arising from normal business operations when they come due. In the past few years, the Company switched its focus to developing its own products. In May 2012, the Company launched MagCast which the Company expects to be an integral part of its businesses on an ongoing basis. MagCast is being sold directly to customers and through an affiliate network which expands the Company's selling capability and has a broad target market beyond the Company's traditional customer base. In October 2015, the Company held a pre-beta launch for its newest digital publishing product, ScrivCast which will be priced lower than MagCast and will be targeted to a broader audience. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded,

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processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b) for the quarter ended December 31, 2015, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

Management's Quarterly Report on Internal Control over Financial Reporting.

With the participation of our Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our "internal control over financial reporting" (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), as of the end of the period covered by this report. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our "internal control over financial reporting" is not effective due to the material weaknesses noted below, in ensuring that (i) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(1) 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.

(2) 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.

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 some of the duties which previously had not been.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended June 30, 2015, which risk factors are incorporated herein by this reference.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period July 1, 2015 through December 31, 2015 the Company issued the following equity securities.

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 which 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 for which 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 an 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 for which 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 an 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 for which 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.

On July 30, 2015 the Company redeemed 10,000,000 common shares from the Marillion Partnership and 6,743,681 from Netbloo Media, Ltd. as part of the divestiture of a portfolio of Internet marketing assets. The Company recognized a loss of $212,563 from the divestiture.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Included in liabilities of discontinued operations at December 31, 2015 is $49,550 in notes payable plus related accrued interest that are in default for lack of repayment by their due date.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

EXHIBIT NO.		DESCRIPTION

31.1		Section 302 Certification - CEO
31.2		Section 302 Certification - CFO
32.1		Section 906 Certification - CEO
32.2		Section 906 Certification - CFO
101.INS		XBRL Instance Document (1)
101.SCH		XBRL Taxonomy Extension Schema Document (1)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (1)

(1) 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.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and 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. Registrant

Dated: February 10, 2016		By:/s/ Henry Pinskier
		Henry Pinskier Principal Executive Officer Chief Executive Officer President




Dated: February 10, 2016		By:/s/ Theodore A. Greenberg
		Theodore A. Greenberg, Principal Accounting Officer Chief Financial Officer

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Filing Compare · 30DC, INC.