UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
30DC, INC.
(Name of Issuer)
Common
Shares, $0.001 par value
(Title of Class of Securities)
None
(CUSIP Number)
Henry Pinskier
22
Helenslea Road, Caulfield
Melbourne, Australia 3161
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 22, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d
-1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
1
CUSIP No. 23286A104
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(1)
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NAME OF REPORTING
PERSON:
Henry Pinskier
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(2)
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) [
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(b) [ ]
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO
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(5)
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Australia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
3,747,000 (a)(b)
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(8)
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SHARED VOTING POWER
0
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(9)
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SOLE DISPOSITIVE POWER
3,747,000 (a)(b)
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(10)
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SHARED DISPOSITIVE POWER
0
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(11)
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 unexercised stock options directly; 1,747,000 common shares
indirectly and beneficially through Meadsview Pty Ltd as Trustee for the
Pinskier Family Trust and 500,000 common shares indirectly and beneficially
through Meadsview ATF Super Benef: Henry Pinskier
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(12)
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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(13)
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.79% (c)(d)
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(14)
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TYPE OF REPORTING PERSON
IN
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(a) 1,500,000 unexercised stock options
directly
(b) 1,747,000 common shares indirectly
and beneficially through Meadsview Pty Ltd as Trustee for the Pinskier Family
Trust and 500,000 common shares indirectly and beneficially through Meadsview
ATF Super Benef: Henry Pinskier
(c) Based on 64,659,783 shares issued and outstanding as of the
date of this filing if Mr. Pinskier's options were exercised.
(d) If all options and warrants outstanding were exercised in the
next 60 days, there would be 67,068,632 shares issued and outstanding thereby
adjusting Mr. Pinskier's percentage to 5.59%.
2
Item 1. Security and
Issuer
This Schedule 13D
(this “13D”) is filed with respect to the Common Shares,
par value $0.001 per share (the “Shares”), of 30DC, Inc., a Maryland
corporation (the “Issuer”). The principal executive office of the
Issuer is located at 80 Broad Street, 5th Floor, New York, NY 10004.
Item 2. Identity and Background
Below is
information regarding the Reporting Persons.
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(a)
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This 13D is being filed on behalf of the
following person: Henry Pinskier
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(b)
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The principal business address for the Reporting Person is 22 Helenslea
Road, Caulfield, Melbourne, Australia 3161.
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(c)
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Employment Information: Mr. Pinskier, age 55, joined 30DC, Inc.'s board of
directors on October 11, 2012, was elected Chairman of the Board on January 31,
2013 and Interim CEO on July 30, 2015. Mr. Pinskier serves as Chair and Joint
Owner (1993- current) of Medi7 Pty Ltd., a General Practice medical services
company with 100 Doctors and staff across multiple clinics in Melbourne
Australia. Mr. Pinskier also currently serves as Chair for Spondo P/L an
unlisted Public Company, which provides syndicated, secure easy to use video on
demand system utilizing Pay Per View with a multi-level payment distribution
process. He has previously served on the boards of 3 publicly listed companies
in Australia related to Health technology in the area of Medical devices and
services as well as having served as a Director of a Private US company with an
Australian subsidiary delivering safety surveillance services. Mr. Pinskier has
been involved in the Health Sector and IT /IM sector as well as having served
as a Director in the past on a number of Victorian public sector organizations,
VMIA the State Government of Victoria's Insurance Company from 2005-2011, Yarra
Valley Water from 2008-2011 and The Alfred Group of Hospitals from 2000-2009.
From 1985 until 2000, he practiced medicine. Across the different organizations he Chaired Strategy
subcommittees, Risk and Audit Committees, Nomination Committees and been part of
Finance Committees. Mr. Pinskier attended and
graduated MBBS from Monash University in 1984.
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(d)
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The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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The Reporting Person has not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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Mr. Pinskier is a citizen of Australia..
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3
Item 3. Source and
Amount of funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
On December 22, 2015, Mr. Pinskier entered into an agreement with
30DC, Inc., a Maryland corporation. Mr. Pinskier received 2,000,000 shares of
common stock pursuant to the Services Agreement.
Item 5. Interest in Securities of the
Issuer
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(a)
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Aggregate number and percentage of the class of securities beneficially
owned: |
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Mr. Pinskier beneficially owns 1,747,000 common
shares indirectly and beneficially through Meadsview Pty Ltd as Trustee for the
Pinskier Family Trust and 500,000 common shares indirectly and beneficially
through Meadsview ATF Super Benef: Henry Pinskier, representing approximately 3.47% of the issued and outstanding common
stock of the Issuer. Mr. Pinskier beneficially owns 1,500,000 unexercised stock
options to purchase shares of Issuer's common stock, representing
approximately
2.32% of the issued and outstanding common stock of the Issuer, for a combined
total of 5.79% of the issued and outstanding if Mr. Pinskier's options
were exercised. If all options and warrants outstanding were exercised in the
next 60 days, there would be 67,068,632 shares issued and outstanding thereby
adjusting Mr. Pinskier's percentage to 5.59%. |
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(b)
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Number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or to direct the
disposition: |
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Sole Power to Vote or to Direct the Vote:
3,747,000 (1) |
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Shared Power to or to Direct the Vote: 0 |
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Sole Power to Dispose or to Direct the
Disposition of: 3,747,000 (1) |
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Shared Power to Dispose or to Direct the
Disposition of: 0 |
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(1)
1,500,000 unexercised stock options directly; 1,747,000 common shares
indirectly and beneficially through Meadsview Pty Ltd as Trustee for the
Pinskier Family Trust and 500,000 common shares indirectly and beneficially
through Meadsview ATF Super Benef: Henry Pinskier |
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(c)
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Except as disclosed above, the Reporting
Person has not effected any transaction in the shares during the preceding 60
days.
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(d)
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No person other than the Reporting Person
is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares reported on this
Schedule 13D.
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(e)
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Not applicable.
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
None
Item 7. Material to Be
filed as Exhibits
5
Signature
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: January 8, 2016
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By:
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/s/ Henry Pinskier
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Name:
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Henry Pinskier
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6
EXHIBIT 10.1
SERVICES AGREEMENT
This Services Agreement
is a legal agreement ("Agreement") between 30DC, Inc., a Maryland
corporation ("30DC"), having its principal place of business at 80
Broad Street, Fifth Floor, New York, NY 10004, and Henry Pinskier ("Pinskier") having
his principal address as
22 Helenslea Road Caulfield 3161 This
Agreement shall be effective as August 1, 2015.
RECITALS
WHEREAS, Pinskier
has served as 30DC's board chair since January 2013 and is familiar with 30DC's
business, including operations, personnel, product development and public
company requirements,
WHEREAS, 30DC
wishes to utilize the services of Pinskier as 30DC Interim Chief Executive
Officer ("Int. CEO"),
NOW, THEREFORE, the
parties agree as follows:
1. Scope of
Services. In consideration
for payment as required herein, Pinskier agrees to provide the services to and
on behalf of 30DC, as said services are more specifically described and fully
set forth in Annexure A (Services), which is attached hereto and made a
part hereof by this reference. Hereinafter the services to be performed by Pinskier
referred to as "CEO Services."
2. Term. The parties agree that the initial term
of this Agreement ("Initial Term") shall be from the Effective Date, listed
above, through June 30, 2015. However, if 30DC employs or otherwise contracts
a permanent CEO, this agreement will be terminated effective the starting date
of the permanent CEO.
3. Consideration.
A. In
consideration for providing the CEO Services, 30DC agrees to issue to Pinskier and or nominees two million
(2,000,000) shares of restricted
30DC common stock within 15 days of signing this agreement.
B. Pinskier
acknowledges that once the two million shares have been issued that he will
continue providing CEO Services for the remainder of the contract term with no
additional compensation.
C. The parties
agree that compensation to Pinskier under this agreement is in addition to the
compensation Pinskier receives for serving as 30DC board chair.
4. Relationship Of
Parties. It is understood by the parties that Pinskier is an independent
contractor with respect to 30DC, and not an employee of 30DC. 30DC will not
provide fringe benefits, including health insurance benefits, paid vacation, retirement
benefits or any other employee benefit, for the benefit of Pinskier.
5. Choice of
Law. Parties expressly
agree that the laws of the State of Delaware, without regard to its conflict of
laws principles, shall govern and apply to this Agreement in all respects,
including, without limitation, with regard to limitations and/or exclusion of
certain types of damages. The parties agree that New York courts shall have
exclusive jurisdiction over each party's person and all arguments to the
contrary are expressly waived. Parties expressly agree that any dispute,
cause-of-action, suit or proceeding commenced as a result of this Agreement,
shall be litigated in the state or federal court of proper jurisdiction with
venue in New York to the exclusion of all others. Parties expressly waive any
and all claims of venue and jurisdiction in the state within which its
principal place of business or domicile is located or of any other state and
agrees that the State of New York is the only state having the proper venue and
jurisdiction of this Agreement.
6. Duty of
Confidentiality. During
the contract term, Pinskier will be privy to and have access to information
relating to the business of 30DC, which is not generally available in the
public domain nor readily ascertainable by independent investigation, which is
subject to reasonable efforts of secrecy, and which secret nature gives 30DC a
competitive advantage. It is agreed that any and all information relating to
the business of 30DC acquired during the contract term is the sole property of 30DC
and constitutes confidential materials, which are trade secrets of 30DC. Any
information obtained or used by Pinskier in his capacity as Int. CEO for 30DC
shall be deemed to be information related to 30DC's business and exclusively
owned by 30DC. Such information includes, but is not limited to:
(i) Any leads for
business from any source, including from the Internet;
(ii) All of the
papers, records, files, documents, products, systems, programs, confidential
reports (including, without limitation, technical information on the
performance of 30DC or its businesses and the development or acquisition,
future business or business enhancements), marketing strategies, sales efforts
and training, lists of clients, vendors and contractors, sources of customers
or potential recruits maintained or created by 30DC, including without
limitations, letters and other correspondence, inter-office memoranda, mailing
lists, manuals, profiles, forms, procedural or marketing information and other
materials developed by 30DC or at its direction, or under its supervision or
required to be maintained by any computer data base, manual or memoranda or by
the directives of the management of 30DC, 30DC's ways of doing business,
including search engine utilization strategies; and
(iii.) Any and all
documents, formulae, logarithms, code, language, plans, specifications,
software, constituting "Intellectual Property," associated, in any
way, with or developed by 30DC, as that term is commonly used and understood
between the parties, and in the industry, and for which 30DC has taken steps to
keep such information/technology secret from outside third parties.
Collectively the
information and materials referenced in 6(A) (i)-(iii) shall be referenced to
herein as "Trade Secrets." Pinskier agrees that the Trade Secrets are
assets belonging solely to 30DC and that they have significant value to 30DC.
8. General
Provisions.
A. Entire
Agreement. This Agreement (a) contains the entire agreement among the
parties, which said Agreement expressly includes and incorporates herein Annexure
A, which is attached hereto; (b) except as otherwise provided for herein, may
not be amended nor may any rights hereunder be waived except by an instrument
in writing signed by the party sought to be charged with such amendment or
waiver; and (c) is binding upon and inures to the benefit of the parties, and
their respective personal representatives, successors and assigns, except as
set forth above.
B. Construction
Principles. Words in any gender are deemed to include the other gender. The
singular is deemed to include the plural and vice versa. The headings and
underlined paragraph titles are for guidance only and have no significance in
the interpretation of this Agreement.
C. Counterparts.
The Agreement may be executed in any number of counterparts, each of which is
deemed an original and as executed shall constitute one agreement, binding on
the parties even though the parties do not sign the same counterpart. A fax or
electronic signature shall constitute the same as an original for all purposes.
D. Assignment.
Neither party may assign or otherwise transfer this Agreement without the
written consent of the other party.
This Agreement
shall inure to the benefit of and bind the parties hereto and their respective
legal representatives, successors and assigns.
E. Severance
Clause. The invalidity or unenforceability of any part of this Agreement
does not invalidate or affect the remainder, which continues to govern the
relative rights and duties of the parties as though the invalid or
unenforceable part were not a part hereof.
F. Attorney's
Fees. In the event of a breach of this Agreement, the prevailing party is
entitled to recover from the breaching party all attorneys' fees and costs
incurred in enforcing this Agreement, with or without suit.
30DC, Inc. |
Henry Pinskier |
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By:/s/ Theodore A. Greenberg |
/s/ Henry Pinskier |
CFO, Theodore A. Greenberg |
Henry Pinskier |
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Date: 12/22/15 |
Date: 21/12/15 |
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ANNEXURE A
SERVICES
Interim Chief
Executive Officer ("Int. CEO") is responsible for leading the development and
execution of 30DC's long-term strategy with a view to creating shareholder
value. The Int. CEO's leadership role also entails being ultimately responsible
for all day-day management decisions and implementing 30DC's long and short
term plans. The Int. CEO acts as a liason between the Board and management and
communicates to the board on behalf of management. The Int. CEO also
communicates of behalf of 30DC to shareholders, employees, Government
authorities, other stakeholders and the public.
Specific duties
and responsibilities will include but not be limited to;
An active role in
searching for a permanent Chief Executive Officer,
An active role in
seeking capital funding including attracting potential investors and making
presentations to potential investors,
Oversight of technology
management and the product development process,
An active role in
development and implementation of marketing strategies,
Ensure that
expenditures are within the annual budget
Assess principal
risks and assure these risks are being monitored and managed,
Ensure effective
internal controls and management information systems are in place,
Ensure high
standards of corporate citizenship and social responsibility,
Communicate
effectively with the board, shareholders, employees, Government authorities,
other stakeholders and the public.
PRICING OF SERVICES
Two million (2,000,000)
shares of restricted 30DC common stock plus out of pocket costs for travel and
other expenses approved by 30DC, Inc. in advance.
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