Download 30DC, INC. (Form: SC 13D/A, Received: 01/08/2016

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 6)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
30DC, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE
(Title of Class of Securities)
NONE
(CUSIP Number)
GREGORY H. LABORDE
1688 MERIDIAN AVE., STE 500A
MIAMI BEACH, FL 33139
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 30, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|
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).
CUSIP No.
None
-------------------------------------------------------------------------------1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gregory H. Laborde
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2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3.
SEC Use Only.
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4.
Source of Funds (See Instructions) (See item 3)
OO
5.
----------------------------------------------------------------------Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6.
Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
11.
7.
Sole Voting Power
3,807,250
---------------------------------------------------------8.
Shared Voting Power
0
---------------------------------------------------------9.
Sole Dispositive Power
3,807,250
---------------------------------------------------------10.
Shared Dispositive Power
0
----------------------------------------------------------
Aggregate Amount Beneficially Owned by Each Reporting Person
3,807,250
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12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-----------------------------------------------------------------------
13.
Percent of Class Represented by Amount in Row (11)
6.03% based upon 63,159,783 shares issued and outstanding as of date
of filing. (a)
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14.
Type of Reporting Person (See Instructions)
IN
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(a)
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. Laborde's percentage to 5.68%.
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ITEM 1. SECURITY AND ISSUER
The security upon which this report is based is the common stock, par value $0.001 per share, of 30DC, Inc., a Maryland corporation (the
"Issuer") with executive offices located at 80 Broad Street, 5th Floor, New York, NY 10004. This statement amends the Schedule 13D/A
Amendment No. 5 dated November 1, 2010 filed by Gregory H. Laborde. The purpose of this Amendment is to reflect that Mr. Laborde's
beneficial ownership is more than 5% as a result of the transaction described in Item 4 below.
ITEM 2. IDENTITY AND BACKGROUND
(a) NAME: This statement is filed by Gregory H. Laborde.
(b) BUSINESS ADDRESS: 1688 Meridian Ave., Ste 500A, Miami Beach, FL 33139
(c) EMPLOYMENT INFORMATION: Gregory H. Laborde has served as a Director of the Issuer since September 10, 2010. He has 25 years
experience in public venture capital. Mr. Laborde is the former founder, Chairman, and CEO of 30DC, Inc. fka Infinity Capital Group, Inc. Mr.
Laborde currently serves as the President and Chief Executive Officer of 21st Century Digital Media, Inc. and has over 22 years experience on
Wall Street in the areas of investment banking, trading, sales and financial consulting. From 1986 to 1997, Mr. Laborde worked in corporate
finance at a number of prestigious NYC based investment banks, including: Drexel Burnham Lambert, Lehman Brothers, Gruntal & Co., and
Whale Securities. During his Wall Street tenure, Mr. Laborde was involved in over 20 public and private financing transactions totaling over
100 million dollars. In 1999, he founded and took public Origin Investment Group, a business development company that was involved in
investing in IT related businesses. Mr. Laborde holds a Bachelor of Science degree in Engineering from Lafayette College in 1986.
(d) During the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
(f) Gregory H. Laborde is a citizen of United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION
On July 30, 2015, the 30DC, Inc. (the "Company") board of directors approved two agreements, one with Marillion Partnership and one with
Netbloo Media, Ltd., each of which acquired certain Internet Marketing business assets from 30DC, Inc. in exchange for a portion of the 30DC,
Inc. common stock that each held.
As a result of the transactions, the Company's issued and outstanding shares were reduced thereby increasing Mr. Labordes's percentage of
beneficial ownership.
On December 22, 2015, Mr. Laborde, as beneficial owner of 21st Century Digital Media, Inc., entered into an Consulting Services Agreement
with 30DC, Inc., a Maryland corporation. Mr. Laborde received 300,000 shares of common stock pursuant to the Consulting Services
Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate number and percentage of the class of securities beneficially owned:
Gregory H. Laborde beneficially owns 3,807,250 shares of Issuer's common stock, representing approximately 6.03% based upon 63,159,783
shares issued and outstanding as of date of filing. Mr. Laborde holds these shares directly. 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. Labordes's percentage to 5.68%.
(b) 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:
Sole Power to Vote or to Direct the Vote:
3,807,250
Shared Power to or to Direct the Vote:
0
Sole Power to Dispose or to Direct the
Disposition of:
3,807,250
Shared Power to Dispose or to Direct the
Disposition of:
0
(c) Transactions in the securities effected during the past sixty days:
See Item 4 above which is incorporated by reference herein.
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) The date on which the reporting person ceased to be the beneficiary owner of more than five percent of the class of securities:
N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
See Item 4 above which is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 - Consulting Services Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we each certify that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2016
By:
/s/ Gregory H. Laborde
----------------------------------Gregory H. Laborde
EXHIBIT 10.3
Consulting Services Agreement
This Consulting Services Agreement ("Agreement") with an effective date of the 15 th day of December, 2015 ("Effective Date") is entered
by and between
21 st Century Digital Media, Inc.
("Consultant"), a strategic advisor to emerging growth companies, and
30 DC, INC (OTC: TDCH)
("Client"), a publicly traded Maryland Corporation, with reference to the following:
RECITALS
A. Client desires to be assured of the services of Consultant in order to avail itself of Consultant's experience, skills, knowledge, abilities
and background in the fields of business development, and financial consulting. Client is therefore willing to engage Consultant upon the
terms and conditions set forth herein.
B. Consultant agrees to be engaged and retained by Client upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive basis, and Consultant hereby accepts the engagement to provide
financial consulting services and to become a strategic and financial advisor to Client and to render such advice and including but not limited to
the following:
Consultant intends to (a) Evaluate financial assumptions and forecasts prepared by the Client, (b) Provide advice regarding the value of the
Client, (c) Examine the capital structure of the Client, (d) Assist the Client to complete a business and financial plan, (d) Assist the Client
develop and target business development initiative, (e) Assist the Client develop and target mergers and acquisition opportunities, (f) Assist the
Client recruit additional management and board of directors members, (g) Assist the Client identify financing sources (h) Assist the Client in
developing custom publishing division
2. Term.
The term of this Agreement ("Term") shall commence on the effective date and continue for a period of One Year as
follows: Financial consulting services to Client will begin on the effective date.
3. Compensation . In connection with the appointment of Consultant hereunder and as consideration for Consultant entering into this
Agreement, Client and Consultant agree to the following:
a. Engagement Fee: For the performance of its consulting services hereunder Consultant shall receive an initial fee of Three Hundred
Thousand (300,000) restricted 144 securities of the Client stock. Within 15 days of execution of this Agreement, Client shall notify its transfer
agent to issue a certificate for the stock in the name of Client.
b. Monthly Fee: For ongoing services hereunder Consultant shall receive a monthly fee of US $3,000 which depending on Client's cash
liquidity will be paid in cash, accrued as a liability or combination thereof. The first monthly fee shall be due on December 31, 2015 and the
last monthly fee shall be due on November 30, 2016.
C. Incentive Fee: Consultant shall have the opportunity to earn the following incentive fees;
Custom Publishing:
First Custom Publishing Customer At Least $50,000 In Revenue - Two Hundred Thousand (200,000) restricted 144 securities of the Client
stock
Second Custom Publishing Customer At Least $50,000 In Revenue - One Hundred Thousand (100,000) restricted 144 securities of the
Client stock
Business Development Partnership:
Business Development Partnership, Introduced To Company By Consultant, Which Produces At Least $50,000 In Revenue - Two
Hundred Thousand (200,000) restricted 144 securities of the Client stock
Client Financing:
Funded Capital Raise Of At Least $500,000, From Investors Introduced To Client By Consultant - Six Hundred Thousand (600,000)
restricted 144 securities of the Client stock
Client M&A Activity:
Consummation Of Merger Or Acquisition Of Client By Party Introduced To Client By Consultant - Six Hundred Thousand (600,000)
restricted 144 securities of the Client stock
4. Remedy. If Client breaches this Agreement by not paying any compensation or fee payments due, Consultant may terminate or suspend
all performances or services remaining to be rendered by Consultant under this Agreement and Client will remain liable for all remaining
payments due under this Agreement.
5. Exclusivity; Performance; Confidentiality. The services of Consultant hereunder shall not be exclusive, and Consultant and its agents
may perform similar or different services for other persons or entities whether or not they are competitors of Client. Consultant shall be
required to expend only such time as is necessary to service Client in a commercially reasonable manner. Client and Consultant acknowledge
and agree that confidential and valuable information proprietary to either one party and obtained during its business relationship with either one
party, shall not be, directly or indirectly, disclosed without the prior express written consent of the other party, unless and until such
information is otherwise known to the public generally or is not otherwise secret and confidential. All non public information shall be deemed
"Confidential." Consultant may disclose Client's confidential information pursuant to applicable laws or regulations, provided that Consultant
may disclose only information required for services and performances hereunder.
6. Independent Contractor. In its performance hereunder, Consultant and its agents shall be an independent contractor. Consultant shall
complete the services required hereunder according to its own means and methods of work, shall be in the exclusive charge and control of
Consultant and shall not be subject to the control or supervision of Client. Client acknowledges that nothing in this Agreement shall be
construed to require Consultant to provide services to Client at any specific time, or in any specific place or manner, unless otherwise mutually
agreed.
7. Indemnification and Representation. Client agrees to save harmless, indemnify and defend Consultant, its agents and employees
from and against any cost, loss, damage, liability, judgment and expense whatsoever, including attorney's fees, suffered or incurred by it by
reason of, or on account of, any misrepresentation made to it or its status or activities as Consultant under this Agreement unless due to gross
negligence or fraud by Consultant.
8. Non Transfer and Non Assignability .
This Agreement shall be non transferable and non assignable by either party.
9. Miscellaneous. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision and no waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the
waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. This
Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or negotiations. This agreement may, if
required, be signed in counterparts, or by facsimile. Neither party assumes any responsibilities or obligation whatsoever, other than the
responsibilities and obligations expressly set forth in this Agreement or a separate written agreement between Client and Consultant. Neither
party shall be liable under the provisions of this Agreement for damages on account of accidents, fires, acts of God, government actions, state
of war, or any other causes beyond the control of the party whether or not similar to those enumerated. In the event of a conflict between this
Agreement and any future agreements executed in connection herewith, the provisions of this Agreement shall generally prevail. It is
acknowledged and agreed by Client and Consultant that should any provision of this Agreement be declared or be determined to be illegal or
invalid by final determination of any court of competent jurisdiction, the validity of the remaining parts, terms or provisions of this Agreement
shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. This
Agreement is subject to all federal, state, and local government regulations, and shall be construed in accordance with the laws of the United
States. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date first written above.
21 st Century Digital Media, Inc.
Signature: /s/ Gregory H. Laborde
Name: Gregory H. Laborde
Title: Director
30 DC, INC
Signature: /s/ Henry Pinskier
Name: Henry Pinskier
Title: Chairman