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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| 30DC Inc (PK) | USOTC:TDCH | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.008 | 0.008 | 0.0109 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 25, 2015
30DC, INC.
(Exact name of registrant as specified in its charter)
|
Maryland |
000-30999 |
16-1675285 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
On July 30, 2015, the 30DC, Inc. ("the Company") board of directors approved two agreements, one with Marillion Partnership ("Marillion") and one with Netbloo Media, Ltd. ("Netbloo") each of which acquired certain Internet Marketing business assets ("IM Assets") from the Company in exchange for a portion of the 30DC common stock that each held. The Marillion transaction included The Challenge, rights to the company's coaching and mentoring business and affiliate marketing rights. Consideration for the Marillion transaction was 10 million (10,000,000) common shares in 30DC. The Netbloo transaction included Market Pro Max and a portfolio of e-commerce training courses. Consideration for the Netbloo transaction was 6,743,681 common shares in 30DC. The Company expects the net book value of the assets being divested, which consists of intangible assets and goodwill, to exceed the fair market value of the shares redeemed on the date the transactions were approved by approximately $200,000.
As a result of the transactions the Company's issued and outstanding shares have been reduced from 76,853,464 to 60,109,783. Prior to the transactions Marillion held 23.67% and Netbloo held 17.55% of the Company's issued and outstanding common stock. After the transactions, Marillion holds 13.62% and Netbloo holds 11.22% of the Company's issued and outstanding common stock.
Simultaneous with the transactions, the services agreement with Marillion, through which Edward Dale served as the Company's chief executive officer was terminated. The services agreement with Netbloo was revised to reflect a reduction in annual compensation from $300,000 to $150,000 and the services to be provided were refocused to be exclusively for the Company's core digital publishing technology.
The transactions with Marillion and Netbloo followed the Company's decision, after an extensive strategic review, to focus on its core digital publishing technology including the Company's flagship product, the MagCast Publishing Platform ("MagCast"). Since MagCast was introduced in June 2012, MagCast and related service offerings have accounted for the majority of the Company's revenue. For the year ended June 30, 2015 MagCast related revenue exceeded 70% of total revenue and the Company believes focusing its resources and product development on this core technology aligns with its vision to grow the business.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant.
As a result of the divesture of the Internet Marketing Business Assets, discussed in Item 2.01, there was a resulting change in the ownership structure of the Company. As a result of the transactions, Marillion and Netbloo, which were both a greater than 10% shareholders, returned 10,000,000 and 6,743,681 shares of our common stock respectively to the Company to be cancelled and returned to treasury. After such cancelation, Marillion holds 8,188,440 and Netbloo holds 6,743,682 shares of the Company's common stock.
The beneficial owners of 5% or more of our stock and the holdings of our officers and directors are as listed in the following tables.
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|
Name of Beneficial Owner |
Number of Shares Pre-Divesture |
Percent of Class Pre-Divesture (1) |
Number of Shares Post-Divesture |
Percent of Class Post-Divesture (2) |
|
Edward Dale, Director, Former President and Former CEO (Directly and Beneficially through Marillion Partnership) |
20,036,440 |
26.07% |
10,036,440 |
16.70% |
|
Gregory H. Laborde, Director (Beneficially through GHL Group, Ltd.) |
3,507,250 |
4.56% |
3,507,250 |
5.83% |
|
Theodore A. Greenberg, CFO, Secretary and Director (3) |
3,180,770 |
2.19% |
3,180,770 |
2.80% |
|
Pierce McNally, Director (4) |
292,500 |
0. 13% |
292,500 |
0.17% |
|
Henry Pinskier, Director and Chairman of the Board (5) |
1,747,000 |
0.32% |
1,747,000 |
0.41% |
|
Jonathan Lint (Beneficially through Netbloo Media, Ltd.) |
13,487,363 |
17.55% |
6,743,682 |
11.22% |
|
Clinton Carey |
3,432,000 |
4.47% |
3,432,000 |
5.71% |
|
All Directors and Executive Officers as a Group (5 persons) |
28,763,960 |
33.27% |
18,763,960 |
25.91% |
(1) At July 30, 2015, the Company had 76,853,464 shares of its common stock issued and outstanding. The Company had 3,600,000 options issued and outstanding which were exercisable, but these options are not included in this calculation as the Company considers them to be "out of the money" and does not expect the status to change in the next 60 days.
(2) After the return of the 16,743,681 shares, the Company will have 60,109,783 shares of its common stock issued and outstanding. The Company had 3,600,000 options issued and outstanding which were exercisable, but these options are not included in this calculation as the Company considers them to be "out of the money" and does not expect the status to change in the next 60 days.
(3) Mr. Greenberg's ownership total includes 1,500,000 options which were exercisable at July 30, 2015 but not in the money and not included in his percentage.
(4) Mr. McNally's ownership total includes 192,500 options which were exercisable at July 30, 2015, but not in the money and not included in his percentage.
(5) Mr. Pinskier's ownership total includes 1,500,000 options which were exercisable at July 30, 2015 but not in the money and not included in his percentage.
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Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only those derivative securities with exercise prices that the Company believes have a reasonable likelihood of being "in the money" within the next sixty days.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As a result of the transaction, Mr. Dale, whose services were provided through a contract with the Marillion Partnership, has resigned as the Company's Chief Executive Officer and President, effective July 30, 2015.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On August 25, 2015, the Company issued a press release. The text of the press release is attached herewith as Exhibit 99.1.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information. The following is a complete list of the pro forma financial statements filed as a part of this Report.
Unaudited Pro Forma Condensed Consolidated Balance Sheet at March 31, 2015.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended March 31, 2015.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended June 30, 2014.
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement of Operations.
(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
|
Exhibit No. |
Description |
|
10.1 |
Acquisition Agreement with Marillion Partnership, dated June 15, 2015 (Approved July 30, 2015) |
|
10.2 |
Acquisition Agreement with Netbloo Media, Ltd., dated July 21, 2015 (Approved July 30, 2015) |
|
10.3 |
Services Agreement with Netbloo Media, Ltd., dated July 21, 2015 (Approved July 30, 2015) |
|
99.1 |
Press Release dated August 25, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
30DC, INC.
By: /s/ Theodore A. Greenberg
Theodore A. Greenberg,
Chief Financial Officer
Date: August 25, 2015
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30DC, INC.
INTRODUCTION TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following unaudited pro forma condensed consolidated financial statements give effect to the divestiture by 30DC, Inc. ("30DC" or "the Company") of a portfolio of Internet Marketing business assets to the Marillion Partnership ("Marillion) and Netbloo Media, Ltd ("Netbloo"), in exchange for 30DC shares held by Marillion and Netbloo, on July 30, 2015 ("Transactions"). Prior to the Transactions, Marillion owned 18,188,440 30DC common shares which represented 23.67% of the outstanding common shares and Netbloo owned 13,487,363 30DC common shares which represented 17.55% of the outstanding common shares. After the Transactions, Marillion owns 8,188,440 30DC common shares which represents 13.62% of the outstanding common shares and Netbloo owns 6,743,682 30DC common shares which represented 11.22% of the outstanding common shares. Both Marillion and Netbloo originally obtained their shares in transactions where they contributed business assets to the Company, including some of the assets which are being divested in the Transactions. The unaudited pro forma information is presented for illustration purposes only in accordance with the assumptions set forth below and in the notes to the unaudited pro forma condensed combined financial statements.
Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated balance sheet removes amounts which were included for the Internet Marketing business assets which were divested by 30DC on July 30, 2015 and 16,743,681 common shares which were redeemed as part of the divestiture transactions. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 as if the transaction had occurred on that date and the unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2015 and the year ended June 30, 2014 as if the transaction had occurred on the first day of each period presented removes amounts which had been included for the Internet Marketing business assets which 30DC divested on July 30, 2015.
The unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with the historical financial statements of 30DC including Form 10-Q for the nine months ending March 31, 2015 which was filed May 13, 2015 and Form 10-K for the year ended June 30, 2014 which was filed October 10, 2014. These unaudited pro forma condensed consolidated financial statements may not be indicative of what would have occurred if the Internet Marketing business assets had actually been divested on the indicated dates and should not be relied upon as an indication of future results of operations.
Contract For Services Agreements
The Company and Marillion were parties to a contract for services agreement, which included Edward Dale acting as Chief Executive Officer for the Company, which expired in July 2012 and was extended on a month to month basis under the same terms. Terms of the Transaction include the parties' agreement that the contact for services agreement has been terminated.
The Company and Netbloo were parties to a contract for services agreement, which was going to expire September 30, 2015. The parties have executed a revised contract for services agreement which is included with this filing.
| 30DC, INC. AND SUBSIDIARY | ||||||||||||||
| Pro Forma Condensed Consolidated Balance Sheet | ||||||||||||||
| March 31, 2015 | ||||||||||||||
| Unaudited | ||||||||||||||
| Pro Forma | ||||||||||||||
| As Filed | Adjustments | Pro Forma | ||||||||||||
| Assets | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and Cash Equivalents | $ 44,148 | $ 44,148 | ||||||||||||
| Restricted Cash | 90,000 | 90,000 | ||||||||||||
| Accrued Commissions Receivable | 11,036 | 11,036 | ||||||||||||
| Accounts Receivable | 27,116 | 27,116 | ||||||||||||
| Prepaid Expenses | 18,620 | 18,620 | ||||||||||||
| Assets of Discontinued Operations | 86,750 | 86,750 | ||||||||||||
| Total Current Assets | 277,670 | - | 277,670 | |||||||||||
| - | ||||||||||||||
| Property and Equipment, Net | 18,536 | 18,536 | ||||||||||||
| Intangible Assets, Net | 170,500 | (39,508) | 130,992 | |||||||||||
| Goodwill | 2,027,564 | (356,848) | 1,670,716 | |||||||||||
| Total Assets | $ 2,494,270 | $ (396,356) | $2,097,914 | |||||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Accounts Payable | $ 247,698 | $ 247,698 | ||||||||||||
| Accrued Expenses and Refunds | 610,978 | 610,978 | ||||||||||||
| Deferred Revenue | 116,033 | (4,370) | 111,663 | |||||||||||
| Due to Related Parties | 1,056,685 | 1,056,685 | ||||||||||||
| Liabilities of Discontinued Operations | 211,200 | 211,200 | ||||||||||||
| Total Current Liabilities | 2,242,594 | (4,370) | 2,238,224 | |||||||||||
| Total Liabilities | 2,242,594 | (4,370) | 2,238,224 | |||||||||||
| Stockholders' Equity | ||||||||||||||
| Preferred Stock, Par Value $0.001, 10,000,000 Authorized, -0- Issued | - | |||||||||||||
| Common Stock, Par Value $0.001, 100,000,000 authorized, | ||||||||||||||
| 60,109,703 pro forma issued and outstanding | 76,853 | (16,744) | 60,109 | |||||||||||
| Paid in Capital | 3,844,315 | (375,243) | 3,469,072 | |||||||||||
| Accumulated Deficit | (3,566,634) | (3,566,634) | ||||||||||||
| Accumulated Other Comprehensive Loss | (102,858) | (102,858) | ||||||||||||
| Total Stockholders' Equity | 251,676 | (391,986) | (140,310) | |||||||||||
| Total Liabilities and Stockholders' Equity | $ 2,494,270 | $ (396,356) | $2,097,914 | |||||||||||
| The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. | ||||||||||||||
| 30DC, INC. AND SUBSIDIARY | |||||||||||
| Pro Forma Condensed Consolidated Statements of Operations | |||||||||||
| For the Nine Months Ended March 31, 2015 | |||||||||||
| Unaudited | |||||||||||
| Pro Forma | |||||||||||
| As Filed | Adjustments | Pro Forma | |||||||||
| Revenue | |||||||||||
| Commissions | $ 44,223 | $ (44,223) | $ - | ||||||||
| Subscription Revenue | 89,263 | (36,949) | 52,314 | ||||||||
| Products and Services | 843,604 | (199,681) | 643,923 | ||||||||
| Total Revenue | 977,090 | (280,853) | 696,237 | ||||||||
| Operating Expenses | 1,425,535 | (369,967) | 1,055,568 | ||||||||
| Operating Income (Loss) | (448,445) | 89,114 | (359,331) | ||||||||
| Other Income | - | - | - | ||||||||
| Income (Loss) From Continuing Operations | (448,445) | 89,114 | (359,331) | ||||||||
| Income (Loss) From Discontinued Operations | (33,715) | - | (33,715) | ||||||||
| Net Income (Loss) | $ (482,160) | $ 89,114 | $ (393,046) | ||||||||
| Weighted Average Common Shares Outstanding | |||||||||||
| Basic | 76,853,464 | (16,743,681) | 60,109,783 | ||||||||
| Diluted | 76,853,464 | (16,743,681) | 60,109,783 | ||||||||
| Earnings Per Common Share (Basic) | |||||||||||
| Continuing Operations | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||
| Discontinued Operations | (0.00) | 0.00 | (0.00) | ||||||||
| Net Income (Loss) Per Common Share | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||
| Earnings Per Common Share (Diluted) | |||||||||||
| Continuing Operations | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||
| Discontinued Operations | (0.00) | 0.00 | (0.00) | ||||||||
| Net Income (Loss) Per Common Share | $ (0.01) | $ (0.01) | $ (0.01) | ||||||||
| The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. | |||||||||||
| 30DC, INC. AND SUBSIDIARY | ||||||||||||
| Pro Forma Condensed Consolidated Statement of Operations | ||||||||||||
| Year Ended June 30, 2014 | ||||||||||||
| Unaudited | ||||||||||||
| Pro Forma | ||||||||||||
| As Filed | Adjustments | Pro Forma | ||||||||||
| Revenue | ||||||||||||
| Commissions | $ 79,954 | $ (79,954) | $ - | |||||||||
| Subscription Revenue | 25,794 | (10,861) | 14,933 | |||||||||
| Products and Services | 2,689,885 | (349,214) | 2,340,671 | |||||||||
| Total Revenue | 2,795,633 | (440,029) | 2,355,604 | |||||||||
| Operating Expenses | 2,843,828 | (516,291) | 2,327,537 | |||||||||
| Operating Income (Loss) | (48,195) | 76,262 | 28,067 | |||||||||
| Other Income (Expense) | ||||||||||||
| Forgiveness of Debt | 93,513 | 93,513 | ||||||||||
| Total Other Income (Expense) | 93,513 | - | 93,513 | |||||||||
| Income (Loss) From Continuing Operations | 45,318 | 76,262 | 121,580 | |||||||||
| Income (Loss) From Discontinued Operations | 13,600 | 13,600 | ||||||||||
| Net Income (Loss) | $ 58,918 | $ 76,262 | $ 135,180 | |||||||||
| Weighted Average Common Shares Outstanding | ||||||||||||
| Basic | 83,758,982 | (16,743,681) | 67,015,301 | |||||||||
| Diluted | 84,616,125 | (16,743,681) | 67,872,444 | |||||||||
| Income (Loss) Per Common Share (Basic and Diluted) | ||||||||||||
| Continuing Operations | $ (0.01) | $ (0.01) | $ 0.00 | |||||||||
| Discontinued Operations | 0.00 | 0.00 | 0.00 | |||||||||
| Net Income (Loss) Per Common Share | $ 0.00 | $ (0.01) | $ 0.00 | |||||||||
| The accompanying notes are an integral part of the consolidated financial statements. | ||||||||||||
30DC, INC.
NOTES TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2015
The 30DC, Inc. ("30DC" or "the Company") pro forma condensed consolidated balance sheet is derived from the unaudited interim balance sheet for March 31, 2015. Pro forma adjustments were made to remove from the balance sheet the amounts which had been included for the Internet Marketing business assets 30DC divested on July 30, 2015. As part of the divestiture the Company redeemed 10,000,000 of its common shares from the Marillion Partnership and 6,743,681 of its common shares from Netbloo Medial, Ltd., each of which received a portfolio of the Internet Marketing business assets. A pro forma adjustment was made to remove the 16,743,681 shares from the shareholders' equity section of the balance sheet. The common shares are being canceled and paid in capital has been adjusted for the net book value of the assets divested in excess of the par value amount of the shares redeemed.
The amount of goodwill carrying value at March 31, 2015 which was attributed to the Internet Marketing business assets which were divested was estimated based upon Accounting Standards Update 350-20-40 and the relative estimated fair market values of the Internet Marketing business assets redeemed and all other businesses owned by 30DC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months ended March 31, 2015
The 30DC, Inc. ("30DC") pro forma condensed consolidated statement of operations for nine months ended March 31, 2015 is derived from the unaudited interim statement of operations for the nine months ended March 31, 2015. Adjustments were made to remove from the statement of operations the amounts which had been included for the Internet Marketing business assets which 30DC divested on July 30, 2015.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year ended June 30, 2014
The 30DC, Inc. ("30DC") pro forma condensed consolidated statement of operations for the year ended June 30, 2014 is derived from the audited statement of operations for the year ended June 30, 2014. Adjustments were made to remove from the statement of operations the amounts which had been included for the Internet Marketing business assets which 30DC divested on July 30, 2015.
30 DC, INC.
AND
MARILLION PARTNERSHIP, PLC
This AGREEMENT, dated as of June 15, 2015 (the "Agreement"), by and among 30DC, Inc. (“DC”), a Maryland Corporation, including its subsidiary 30, DC, Inc., a Delaware Corporation, and Marillion Partnership, PLC, (“MP”) an Australian PLC, hereafter referred to as ("MP"), and is a party to this Agreement.
WHEREAS, DC, and MP desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition and also to prescribe various conditions to the Acquisition; and
WHEREAS, the Board of Directors of DC and manager of MP have approved the Acquisition of certain assets of DC, for the business and products listed on Exhibit A, by MP described, as being in the best interests of each party for the consideration as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:
SECTION 1.01. Consideration/Acquisition; Effective Time
The Acquisition shall become complete (“Closing”) upon the delivery of the transaction documents sufficient to convey assets described on Exhibit A from DC to MP, duly executed upon the exchange of the following consideration:
A total of 10,000,000 shares of restricted common stock of DC shall be conveyed by MP to DC, free and clear of all liens and encumbrances whatsoever.
The parties agree that the effective date (“Effective Date”) of the transaction herein shall be May 15, 2015 which was the date of agreed terms and all economic benefits and obligations shall be calculated starting on that date.
-1-
SECTION 1.02. Effects of the Acquisition
At Closing by virtue of the Acquisition, MP, shall acquire the assets of IM Training business and products listed on Exhibit A, from DC in exchange for 10,000,000 shares of common stock in DC. Assets to be acquired will include all assets, tangible or intangible, including content library, required or used to operate IM Training. Intangible property shall include, but not be limited to, web sites and domain names, blogs, social media such as Facebook, LinkedIn and Twitter, files and source code, software, trademarks, trade names, brand names, goodwill, customer lists, e-mail and any other contact lists, operating manuals, technology plans, applications, contracts, warranties, leases, rights, arrangements and other assets. MP shall have full use of existing content as part of the IM Training library. MP shall have the exclusive right to market affiliate and joint venture products to full existing DC Customer list for a period of two years. DC will receive proceeds from IM Training through the Effective Date net of refunds applicable to any such sales. For any subscription products included in IM Training, proceeds received by DC through the Effective Date shall be property of DC and MP shall assume deliverability of services subsequent to that date. MP shall receive up to 12 unlimited licenses of MagCast for business use. MP will have the right to sell MagCast licenses under the terms of the MagCast certified professional program. Any collections by DC subsequent to the Effective Date for IM Training will be identified by 30DC and remitted to the MP. MP will be liable for operating expenses of IM Training subsequent to the Effective Date including but not limited to contractor fees due MP, cloud-based storage fees, office expenses and telephone expenses. Any expenses paid by DC prior to the Effective Date shall not be reimbursable even if they benefit beyond the Effective Date.
SECTION 2.01 Closing.
Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the Closing of the Acquisition shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VI are satisfied or, to the extent permitted there under, waived, at the offices of DC or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date").
Except as set forth in the applicable section of the disclosure schedule delivered by DC prior to the execution of this Agreement (the "DC Disclosure Schedule"), DC represents and warrants as follows
SECTION 3.01 Organization of DC; Authority.
DC is an Entity duly organized, validly existing and in good standing under the laws of the State of Maryland. DC has all requisite corporate power and corporate authority to enter into the
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transaction documents to which it is a party, to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties and to conduct its business. Subject to the receipt of its board of director's approval, the execution, delivery and performance by DC of the transaction documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of DC, including, without limitation, the approval of the board of directors of DC.
SECTION 3.02 No Violation; Consents and Approvals.
The execution and delivery by DC of the transaction documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of DC (b) any Law applicable to DC or the property or assets of DC, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of DC under any contract to which DC is a party or by which DC or any assets of DC may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 3.04 of the DC Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a material adverse effect on DC. No Governmental Approval is required to be obtained or made by or with respect to WVR in connection with the execution and delivery of this Agreement or the consummation by DC of the transactions contemplated hereby.
SECTION 3.03 Litigation; Compliance with Laws.
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SECTION 3.04 Liens and Encumbrances upon Assets being Conveyed.
Except as set forth in the applicable section of the disclosure schedule delivered to MP prior to the execution of this Agreement (the "Disclosure Schedule"), DC represents and warrants to MP as follows:
DC represents there are no outstanding: (i) options, or other rights to purchase the Assets described on Exhibit A; or (ii) contracts, commitments, agreements, understandings or arrangements of any kind relating to any equity ownership of the Assets described on Exhibit A. There is no outstanding right, lien, security agreement, option or other agreement of any kind to purchase or otherwise to receive from DC, or any interest holder of DC, any ownership or Pledge of the Assets described on Exhibit A.
SECTION 4.01 Organization of Marillion Partnership, PLC; Authority.
MP is a PLC duly organized, validly existing and in good standing under the laws of the Australia. MP is duly qualified or licensed to do business as a Foreign Entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a material adverse effect. MP has heretofore delivered or made available complete and correct copies of the certificate of incorporation and Bylaws of MP, the minute books, and membership interest records of MP as in effect as of the date of this Agreement.
SECTION 4.02 Representations and Warranties
Except as set forth in the applicable section of the disclosure schedule delivered to DC prior to the execution of this Agreement (the "Disclosure Schedule"), MP represents and warrants to DC as follows:
(a) Except as set forth in the applicable section of the disclosure schedule delivered to DC prior to the execution of this Agreement (the "Disclosure Schedule"), MP represents and warrants to DC as follows:
MP represents there are no outstanding: (i) options, or other rights to purchase the shares of DC being exchanged to DC; or (ii) contracts, commitments, agreements, understandings or arrangements of any kind relating to any equity ownership of the shares of 30DC. There is no outstanding right, lien, security agreement, option or other agreement of any kind to purchase or otherwise to receive from MP, or any interest holder of NBM, any ownership or Pledge of the shares of 30DC and there is no claim in Bankruptcy affecting the 30DC shares.
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SECTION 4.03 No Violation; Consents and Approvals.
The execution and delivery of the transaction documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) any laws applicable or the property or assets of MP, or (b) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of MP under any contracts to which MP is a party or by which MP or any of its assets may be bound. No Governmental Approval is required to be obtained or made by or with respect to MP in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain such Governmental Approval would not, individually or in the aggregate, have a material adverse effect on MP.
SECTION 4.04 Litigation; Compliance with Laws.
SECTION 5.01 Access to Information.
From the date hereof until the Effective Time or the earlier termination of this Agreement, each party shall give the other party and its respective counsel, accountants, representatives and agents, and with respect to DC it shall provide to MP with respect to the assets being acquired, full access, upon reasonable notice and during normal business hours, to such party's facilities and the financial, legal, accounting and other representatives of such party with knowledge of the business and the assets of such party and, upon reasonable notice, shall be furnished all relevant documents, records and other information concerning the business, finances and properties of such party and its subsidiaries that the other party and its respective counsel, accountants, representatives and agents, may reasonably request. No investigation pursuant to this Section 5.01 shall affect or be deemed to modify any of the representations or warranties
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hereunder or the condition to the obligations of the parties to consummate the Acquisition; it being understood that the investigation will be made for the purposes among others of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party. In the event of the termination of this Agreement, each party, if so requested by the other party, will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.
SECTION 5.02 Legal Conditions to Acquisition; Reasonable Efforts.
MP and DC shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed with respect to the Acquisition and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Acquisition. MP shall obtain written consent of a majority of its shareholders or if required by Australian law, obtain shareholder’s approval by a majority of its shareholders of the acquisition under the terms hereof, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by MP, or DC in connection with the Acquisition or the taking of any action contemplated thereby or by this Agreement.
SECTION 5.03 Tax Matters.
No representation is made that this is a non-taxable transaction.
SECTION 6.01 Conditions to Each Party's Obligation to Effect the Acquisition.
The respective obligations of each party to effect the Acquisition and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part to the extent permitted by applicable law:
(a) No Injunctions or Restraints. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Acquisition or any transaction contemplated by this Agreement; provided, however, that the parties shall use
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their reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.
SECTION 6.02 Additional Conditions of Obligations of DC.
The obligations of DC to effect the Acquisition and the other transactions contemplated by this Agreement are also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived by DC:
(e) Deliveries.
At the Closing, MP shall have delivered to DC:
A certificate for 18,188,440 shares of restricted common stock of DC, duly endorsed with signature guaranteed stock powers, free and clear of liens and encumbrances, of any type. DC will issue a new certificate for 8,188,440 shares of restricted common stock of DC, the difference of 10,000,000 shares is the consideration for the transactions herein.
SECTION 6.03 Additional Conditions of Obligations of MP.
The obligation to effect the Acquisition and the other transactions contemplated by this Agreement is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived by MP.
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As of the Effective Date, MP is no longer a contractor to 30DC. Ed Dale will retain a position on DC’s board of directors.
The balance due MP under the current contractor agreement with 30DC was $55,762 USD, at the Effective Date. This amount will be paid down at a minimum of $3,000 USD per month. The first $3,000 was paid and future payments will be on the 15th of each month until the amount is paid in full. Should 3DC through the marketing efforts of MP earn $500,000 USD, net of all refunds, fees and expenses, the monthly payment amount will increase to $5,000 USD per month, or if the amount exceeds $1 million, DC will pay the outstanding amount by the end of the month the marketing promotion occurs.
Both parties are subject to a reciprocal three-year non-interference provision covering existing customers, employees, suppliers and technology of the IM Training and DC Businesses. For MP, restrictions this includes prohibition on copying MagCast (which means the MagCast Digital
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Publishing Platform, the Blogger Product being developed, Digital Publishing Blueprint and any other Digital Publishing Software or Training related directly to Magcast, and Blogger platform thereto) and any other products developed or in development by DC, or creating a directly competing product, working, for or with, or aiding in any way, a competitor to such products. MP is free to engage in any other business activity, developing any other application, platform, website, product or training as long as it is not a platform for MagCast or Blogger or other products developed or in development by DC.
Both parties have been in a position to learn confidential information, including but not limited to, i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information (“Confidential Information”) about the other party’s business. Confidential Information does not include information that is or becomes publicly available through no fault of or failure to act by the party in breach of this Agreement or is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation.
Both parties acknowledge that the Confidential Information is of a unique and valuablecharacter and the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages would be impossible to calculate, therefore, both parties agree that the damaged party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available, whether at law or in equity. In the event of litigation or other legal action, including injunctive relief, the prevailing party shall be entitled to recover reasonable attorney’s fees and expenses.
DC will provide the MP all business records of IM Training including customer and subscription records.
DC to provide MP with access to code for all technology utilized for IM Training which it does not already have.
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DC to provide list of all past and current IM Training customers which MP does not already have.
MP will allow DC access to any historical records, including providing receipts, it needs for accounting, financial statement and tax preparation.
MP will assist DC in determining cost allocations and any other information required for Seller to prepare pro forma financial statements of past results computed as if the transaction occurred prior to the period(s) for which the pro forma financial statements are being prepared.
MP responsible for setting up a new Infusionsoft account for 30DC on a like for like basis ensuring that full history of MagCast clients is incorporated including but not limited to relevant notes and e-mail templates.
MP to run a beta test for 30DC's Blogger Product to prepare for Blogger Product launch.
MP to launch, run and manage a minimum of two promotions with all funds going to DC to generate a minimum of $500,000 to DC net of all expenses including but not limited to affiliate commissions. This will include a MagCast promotion generating a minimum of $100,000 net to DC in June and a Blogger Product launch by the end of July following completion of the Blogger Product beta test. For further clarity, if the dates of the promotions are delayed or do not reach the minimum thresholds, MP will continue to run promotions for DC until such thresholds have been met. Any work by MP on behalf of DC beyond that will be subject to a further agreement between the parties.
MP to assist in transfer of IM Training and to assist with closing and transfer of Netbloo Median Sale.
MP to assist in making sure support function is in place to support DC existing business.
MP to assist in making sure development team is in place to support DC existing business.
Parties will work with each other to achieve a smooth transition with the goal of limiting any subscription losses and limiting negative impact on DC from changes due to transaction herein and simultaneous Netbloo Media Sale.
Agreement with Charl Coetzee to continue as a contractor to DC at a rate of $5,000 USD per month. Any changes to compensation rate to be discussed with CEO, CFO and Board.
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SECTION 13.01 Termination.
This Agreement may be terminated at any time prior to Closing, as set forth below:
None of the representations and warranties of the parties set forth in this Agreement shall survive the Closing. Following the Closing Date with respect to any particular representation or warranty, no party hereto shall have any further liability with respect to such representation and warranty. None of the covenants, agreements and obligations of the parties hereto shall survive the Closing.
SECTION 15.01 Notices.
All notices, requests and other communications to any party hereunder shall be in writing (including telecopy, telex or similar writing) and shall be deemed given or made as of the date delivered, if delivered personally or by telecopy (provided that delivery by telecopy shall be followed by delivery of an additional copy personally, by mail or overnight courier), one day after being delivered by overnight courier or three days after being mailed by registered or certified mail (postage prepaid, return receipt requested), to the parties at the following addresses:
If to DC to: Theodore A. Greenberg, CFO, 30DC, Inc., 80 Broad Street, 5th Floor, New York, NY 10004, Tel: 212-962-4400, Fax: 212-962-4422, E-Mail: ted.greenberg@30dcinc.com
If to MP to:
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SECTION 15.02 Amendment; Waiver.
This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of the parties hereto.
SECTION 15.03 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party shall assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.
SECTION 15.04 Governing Law.
This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without regard to principles of conflict of laws.
SECTION 15.05 Waiver of Jury Trial.
Each party hereto hereby irrevocably and unconditionally waives any rights to a trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.
SECTION 15.06 Consent to Jurisdiction.
Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of New York or any Federal court sitting in New York for purposes of any suit, action or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the Parties agrees that service of any process, summons,
notice or document pursuant to the laws of the State of New York and on the individuals designated in Section 10.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.
SECTION 15.07 Counterparts; Effectiveness.
Facsimile transmissions of any executed original document and/or retransmission of any executed facsimile transmission shall be deemed to be the same as the delivery of an executed original. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 15.08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership.
Except as expressly provided herein, this Agreement (including the documents and the instruments referred to herein) constitute the entire agreement and supersede all prior agreements
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and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. The parties hereby acknowledge that no person shall have the right to acquire or shall be deemed to have acquired shares of common stock of the other party pursuant to the Acquisition until consummation thereof.
SECTION 15.09 Headings.
The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
SECTION 15.10 No Strict Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
SECTION 15.11 Severability.
If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.
IN WITNESS WHEREOF, the parties hereto have caused this Acquisition Agreement to be duly executed as of the day and year first above written.
30DC, Inc.
By: /s/
Its: Chairman/CEO
Marillion Partnership PLC
By: /s/Its: Chairman/CEO
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Coaching and Mentoring Program
Challenge
Affiliate Promotion Right to Existing 30DC Customer List - Two Year Exclusive
30 DC, INC.
AND
This AGREEMENT, dated as of June 15, 2015 (the "Agreement"), by and among 30DC, Inc.(“DC”), a Maryland Corporation, including its subsidiary 30, DC, Inc., a Delaware Corporation, and Netbloo Media, LTD, (“NBM”) an Hong Kong Corp., hereafter referred to as ("NBM"), and is a party to this Agreement.
WHEREAS, DC , and NBM desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition and also to prescribe various conditions to the Acquisition; and
WHEREAS, the Board of Directors of DC and manager of NBM have approved the Acquisition of certain assets of DC by NBM described on Exhibit A, as being in the best interests of each party for the consideration as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:
SECTION 1.01. Consideration/Acquisition; Effective Time
The Acquisition shall become complete (“Closing”) upon the delivery of the transaction documents sufficient to convey assets described on Exhibit A from DC to NBM, duly executed upon the exchange of the following consideration:
A total of 6,743,681 shares of restricted common stock of DC shall be conveyed by NBM to DC, free and clear of all liens and encumbrances whatsoever.
The parties agree that the effective date (“Effective Date”) of the transaction herein shall be May 15, 2015 which was the date of agreed terms and all economic benefits and obligations shall be calculated starting on that date.
SECTION 1.02. Effects of the Acquisition
At Closing by virtue of the Acquisition, NBM, shall acquire the assets of IM Training listed on Exhibit A, from DC in exchange for 6,743,681 shares of common stock in DC. Assets to be acquired will include all assets, tangible or intangible, including content library, required or used
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to operate IM Training. Intangible property shall include, but not be limited to, web sites and domain names, blogs, social media such as Facebook, LinkedIn and Twitter, files and source code, software, trademarks, trade names, brand names, goodwill, customer lists, e-mail and any other contact lists, operating manuals, technology plans, applications, contracts, warranties, leases, rights, arrangements and other assets. NBM shall have full use of existing content as part of the IM Training library. DC will receive proceeds from IM Training through the Effective Date net of refunds applicable to any such sales. For any subscription products included in IM Training, proceeds received by DC through the Effective Date shall be property of DC and NBM shall assume deliverability of services subsequent to that date. Any collections by DC subsequent to the Effective Date for IM Training will be remitted to the NBM. NBM will be liable for operating expenses of IM Training subsequent to the Effective Date including but not limited to development costs, support, cloud-based storage fees and telephone expenses. Any expenses paid by DC prior to Effective Date shall not be reimbursable even if they benefit beyond the Effective Date.
SECTION 2.01 Closing.
Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the Closing of the Acquisition shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VI are satisfied or, to the extent permitted there under, waived, at the offices of DC or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date").
Except as set forth in the applicable section of the disclosure schedule delivered by DC prior to the execution of this Agreement (the "DC Disclosure Schedule"), DC represents and warrants as follows
SECTION 3.01 Organization of DC; Authority.
DC is an Entity duly organized, validly existing and in good standing under the laws of the State of Maryland. DC has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party, to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties and to conduct its business. Subject to the receipt of its board of director's approval, the execution, delivery and performance by DC of the transaction documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of DC, including, without limitation, the approval of the board of directors of DC.
SECTION 3.02 No Violation; Consents and Approvals.
The execution and delivery by DC of the transaction documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and
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thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of DC (b) any Law applicable to DC or the property or assets of DC, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of DC under any contract to which DC is a party or by which DC or any assets of DC may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 3.04 of the DC Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a material adverse effect on DC. No Governmental Approval is required to be obtained or made by or with respect to WVR in connection with the execution and delivery of this Agreement or the consummation by DC of the transactions contemplated hereby.
SECTION 3.03 Litigation; Compliance with Laws.
SECTION 3.04 Liens and Encumbrances upon Assets being Conveyed.
Except as set forth in the applicable section of the disclosure schedule delivered to NBM prior to the execution of this Agreement (the "Disclosure Schedule"), DC represents and warrants to NBM as follows:
DC represents there are no outstanding: (i) options, or other rights to purchase the Assets described on Exhibit A; or (ii) contracts, commitments, agreements, understandings or arrangements of any kind relating to any equity ownership of the Assets described on Exhibit A. There is no outstanding right, lien, security agreement, option or other agreement of any kind to purchase or otherwise to receive from DC, or any interest holder of DC, any ownership or Pledge of the Assets described on Exhibit A.
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF NBM
SECTION 4.01 Organization of Netbloo Media, LTD; Authority.
NBM is a Corp. duly organized, validly existing and in good standing under the laws of the Hong Kong NBM is duly qualified or licensed to do business as a Foreign Entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a material adverse effect. NBM has heretofore delivered or made available complete and correct copies of the certificate of incorporation and Bylaws of NBM, the minute books, and membership interest records of NBM as in effect as of the date of this Agreement.
SECTION 4.02 Representations and Warranties
Except as set forth in the applicable section of the disclosure schedule delivered to DC prior to the execution of this Agreement (the "Disclosure Schedule"), NBM represents and warrants to DC as follows:
NBM represents there are no outstanding: (i) options, or other rights to purchase the shares of DC being exchanged to DC; or (ii) contracts, commitments, agreements, understandings or arrangements of any kind relating to any equity ownership of the shares of 30DC. There is no outstanding right, lien, security agreement, option or other agreement of any kind to purchase or otherwise to receive from NBM, or any interest holder of NBM, any ownership or Pledge of the shares of 30DC and there is no claim in Bankruptcy affecting the 30DC shares.
SECTION 4.03 No Violation; Consents and Approvals.
The execution and delivery of the transaction documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) any laws applicable or the property or assets of NBM, or (b) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of NBM under any contracts to which NBM is a party or by which NBM or any of its assets may be bound. No Governmental Approval is required to be obtained or made by or with respect to NBM in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain such Governmental Approval would not, individually or in the aggregate, have a material adverse effect on NBM.
SECTION 4.04 Litigation; Compliance with Laws.
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Governmental Entity or other Person of any material violation of law applicable to NBM, its business or its assets. NBM has obtained and holds all required licenses (all of which are in full force and effect) from all Government Entities applicable to it, its business or its assets. No violations are or have been recorded in respect of any such license and no proceeding is pending, or threatened to revoke or limit any such License.
SECTION 5.01 Access to Information.
NBM agrees to provide DC with access to the invoices issued by NBM to DC for services rendered over the past years if not already provided
SECTION 5.02 Legal Conditions to Acquisition; Reasonable Efforts.
Not necessary for the purchaser NBM.and to this transaction
SECTION 5.03 Tax Matters.
No representation is made that this is a non-taxable transaction.
SECTION 6.01 Conditions to Each Party's Obligation to Effect the Acquisition.
The respective obligations of each party to effect the Acquisition and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part to the extent permitted by applicable law:
(a) No Injunctions or Restraints. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Acquisition or any transaction contemplated by this Agreement; provided, however, that the parties shall use their reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.
SECTION 6.02 Additional Conditions of Obligations of DC.
The obligations of DC to effect the Acquisition and the other transactions contemplated by this Agreement are also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived by DC:
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(e) Deliveries.
At the Closing, NBM shall have delivered to DC:
A certificate for 13,487,363 shares of restricted common stock of DC duly endorsed with signature guaranteed stock powers, free and clear of liens and encumbrances, of any type. DC will issue a new certificate for 6,743,682 shares of restricted common stock of DC, the difference of 6,743,681 shares is the consideration for the transactions herein.
SECTION 6.03 Additional Conditions of Obligations of NBM.
The obligation to effect the Acquisition and the other transactions contemplated by this Agreement is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived by NBM.
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Entity shall have been instituted or threatened which seeks to restrain or prohibit the transactions contemplated hereby or thereby.
Revised Contractor Agreement: Existing contractor agreement between the parties is terminated. NBM specific contract terms detailed in the revised contractor agreement.
Technology Management: Appropriate acceptable technology IP management and security practices will be adopted for DC owned IP, development team management and related matters. For the sake of clarity but not limited to, DC will be provided with complete authorized access to all technical and marketing information relating to the technologies it owns.
Both parties are subject to a reciprocal two-years non-interference provision covering existing customers, employees, suppliers and technology of the IM Training and DC Businesses. For NBM, restrictions this includes prohibition on copying the magcast platform and app, the new blogger app platform and app, or creating a directly competing product, working, for or with, or aiding in any way, a competitor to such products.
NBM is free to engage in any other business activity, developing any other application, platform, website, product or training.
Both parties have been in a position to learn confidential information, including but not limited to, i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information (“Confidential Information”) about the other party’s business. Confidential Information does not include information that is or becomes publicly available through no fault of or failure to act by the party in breach of this Agreement or is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation.
Both parties acknowledge that the Confidential Information is of a unique and valuable character and the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages would be impossible to calculate,
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preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available, whether at law or in equity. In the event of litigation or other legal action, including injunctive relief, the prevailing party shall be entitled to recover reasonable attorney’s fees and expenses.
DC will provide the NBM all business records of IM Training including customer and subscription records.
DC to provide NBM with access to code for all technology utilized for IM Training which it does not already have.
DC to provide list of all past and current IM Training customers which NBM does not already have.
DC will provide list of all infusionsoft contacts to NBM
During the period not exceeding 6 months from the Effective Date, NBM will:
a) provide reasonable assistance to DC in determining cost allocations and other relevant information required for DC to prepare pro forma financial statements of past results computed as if the transaction occurred prior to the period(s) for which the pro forma financial statements are being prepared;
b) provide reasonable assistance to Marillion Partnership in running a beta test for 30DC's Blogger Product to prepare for the product launch;
c) use its best efforts to launch, run and manage two promotions aimed at generating revenue in the order of $600,000, the proceeds of which, net of all expenses including but not limited to affiliate commissions, will be paid to DC. These promotions being:
i. a MagCast promotion aimed at generating revenue in the order of $100,000; and
ii. a Blogger Product launch following completion of the Blogger Product beta test revenue in the order of $500,000.
d) provide reasonable assistance as is proper and advisable in the transfer of IM Training and closing of the Marillion Sale;
e) provide reasonable assistance to DC as is practical under the circumstances, in establishing a support function for existing business; and
f) provide reasonable assistance to DC as is practical under the circumstances, in establishing a development team for existing business.
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Parties will work with each other to achieve a smooth transition with the goal of limiting any subscription losses and limiting negative impact on DC from changes due to transaction herein and simultaneous Marillion Sale.
During the period not exceeding 6 months from the Effective Date, the Parties will develop an agreed plan for technology management, and subject to DC providing necessary resources including contractor hours for the documentation process, NBM will provide reasonable assistance to DC as is practical under the circumstances to put in place procedures consistent with standard operating procedures at technology companies including documenting development activities and regular periodic reporting to the CEO and DC Board of Directors ("Board") on the status of current and planned development activities.
SECTION 13.01 Termination.
This Agreement may be terminated at any time prior to Closing, as set forth below:
None of the representations and warranties of the parties set forth in this Agreement shall survive the Closing. Following the Closing Date with respect to any particular representation or warranty, no party hereto shall have any further liability with respect to such representation and warranty. None of the covenants, agreements and obligations of the parties hereto shall survive the Closing.
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SECTION 15.01 Notices.
All notices, requests and other communications to any party hereunder shall be in writing (including telecopy, telex or similar writing) and shall be deemed given or made as of the date delivered, if delivered personally or by telecopy (provided that delivery by telecopy shall be followed by delivery of an additional copy personally, by mail or overnight courier), one day after being delivered by overnight courier or three days after being mailed by registered or certified mail (postage prepaid, return receipt requested), to the parties at the following addresses:
If to DC to: Theodore A. Greenberg, CFO, 30DC, Inc., 80 Broad Street, 5th Floor, New York, NY 10004, Tel: 212-962-4400, Fax: 212-962-4422, E-Mail: ted.greenberg@30dcinc.com
If to NBM to: Jonathan Lint, Netbloo Media Ltd, RMA./7F China Overseas Building, 139 Henessy Road, Wanchai, Hong Kong, E-Mail: john@netbloomedia.com
SECTION 10.02 Amendment; Waiver.
This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of the parties hereto.
SECTION 10.03 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party shall assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.
SECTION 15.04 Governing Law.
This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without regard to principles of conflict of laws.
SECTION 15.05 Waiver of Jury Trial.
Each party hereto hereby irrevocably and unconditionally waives any rights to a trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.
SECTION 15.06 Consent to Jurisdiction.
Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of New York or any Federal court sitting in New York for purposes of any suit, action or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the Parties agrees that service of any process, summons, notice or document pursuant to the laws of the State of New York and on the individuals designated in Section 10.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.
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SECTION 15.07 Counterparts; Effectiveness.
Facsimile transmissions of any executed original document and/or retransmission of any executed facsimile transmission shall be deemed to be the same as the delivery of an executed original. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 15.08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership.
Except as expressly provided herein, this Agreement (including the documents and the instruments referred to herein) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. The parties hereby acknowledge that no person shall have the right to acquire or shall be deemed to have acquired shares of common stock of the other party pursuant to the Acquisition until consummation thereof.
SECTION 15.09 Headings.
The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
SECTION 15.10 No Strict Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
SECTION 15.11 Severability.
If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.
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IN WITNESS WHEREOF, the parties hereto have caused this Acquisition Agreement to be duly executed as of the day and year first above written.
30DC, Inc./Netbloo Media, Ltd/IM Training Acquisition Agreement
By: /s/By: /s/
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EXHIBIT A
Businesses & Training Programs Included In Transaction
Market Pro Max
Ultimate Product System
Tribe Formula
Digital Traffic Secrets
Sales Video Blueprint
Digital Success Bootcamp
Facebook Traffic Master Class
Facebook Traffic Ignition
Exhibit 10.3
SERVICES AGREEMENT
This Services Agreement is a legal agreement ("Agreement") between 30DC, Inc., a Delaware corporation ("30DC"), having its principal place of business at 80 Broad Street, Fifth Floor, New York, NY 10004, and Netbloo Media, Ltd. ("NBM"), a Hong Kong Corporation, having its principal place of business at RmA 7F, 139 Hennessy Road, Wanchai, Hong Kong. This Agreement shall be effective as May 16, 2015 ("Effective Date"). THIS AGREEMENT SUPERSEDES ALL OTHER TERMS AND CONDITIONS AGREED TO BETWEEN 30DC AND NBM FOR SERVICES INCLUDING THE SERVICES AGREEMENT EFFECTIVE OCTOBER 1, 2012 WHICH IS DEEMED TERMINATED ON MAY 15, 2015.
RECITALS
WHEREAS, NBM is engaged in the business of internet application development, including technical consulting services, software development and maintenance, and related marketing and sales,
WHEREAS, 30DC wishes to use the services of NBM for continued enhancement of its MagCast and Blogger Products as more completely described on Annexure A,
NOW, THEREFORE, the parties agree as follows:
1. Scope of Services. In consideration for payment as required herein, NBM 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 NBM shall be referred to as "Contract Services."
2. Term. The parties agree that the initial term of this Agreement shall be two years from ("Initial Term") from the Effective Date, first listed above but may be terminated at any time by either party by providing six months' notice. However, once the Blogger Product currently under development has been launched, either party can terminate this agreement by providing three months' notice. Renewal of the contract will be determined by negotiation with the CEO and 30DC Board in accordance with usual corporate practice.
3. Monthly Payment and Pricing.
A. In consideration for providing the Contract Services, 30DC agrees to pay, on a monthly basis in arrears, any and all applicable recurring fees and/or charges, which said recurring fees and/or charges are more specifically set forth in Annexure A.
B. The pricing for services set forth in Annexure A will be reviewed on an annual basis. This rate will be increased as cash flow permits and agreed by both parties in accordance with the agreed 30DC business plan ("Business Plan").
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C. DC will pay NBM a Minimum Monthly Services Fee of $10,000 per month ("the Minimum Monthly Services Fee"). Payment of the balance owing of the monthly services fee (that amount excluding the Minimum Monthly Services Fee) will be subject to achieving reasonable progress in the work specified within ARTICLE XI: NBM OTHER REQUIREMENTS, paragraph (d) of the ACQUISITION AGREEMENT between the Parties dated 15 June 2015 and
a) The delivery of promotions specified within ARTICLE XI: NBM OTHER REQUIREMENTS, paragraph (d) of the ACQUISITION AGREEMENT between the Parties dated 15 June 2015 resulting in proceeds to 30DC of a minimum of $600,000 after all expenses, including but not limited to affiliate commissions; and
b) 30DC successfully raising $1 million in cash from a capital raise, business operations (including aforementioned promotions).
Until such time as these conditions are met, the full monthly services fee (excluding the Minimum Monthly Services Fee) will be accrued or paid in part as cash flow dictates.
D. All payments by 30DC for Contract Services purchased under this Agreement shall be made by wire to NBM.
E. If this Agreement is terminated, 30DC remains liable to pay NBM for any outstanding unpaid balance for fees and expenses owned by 30DC to NBM for Contract Services provided prior to termination.
4. Balance Due Under Prior Services Agreement. The Parties have agreed that:
a) At the Effective Date, the balance due to NBM under the Service Agreement which was effective October 1, 2012 ("the Prior Services Agreement") is taken to be $122,000 ("the balance due under the Prior Services Agreement");
b) DC will pay $5,000 per month for the next 12 months to NBM (to be added to NBM monthly invoices) with a balloon payment being $62,000 made within a further 90 days after the end of the first 12 months as complete and final payment of the balance due under the Prior Services Agreement;
c) In the event that DC fails to pay the $60,000 due over the next 12 months then DC must within 28 days issue to NBM an amount of stock equal to the balance outstanding as at the date 12 months from the date of closing such shares of restricted stock of DC to be issued at a 20% discount to the 5 day moving average closing price as at the date of demand if demanded by NBM within 30 days. This can be waived by mutual agreement of the parties.
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d) In the event that the first $60,000 is paid but the balloon -$62,000, or portion thereof (if partially paid) - remains owing at the end of 15 months then DC must within 28 days issue to NBM an amount of stock equal to the balance outstanding as at the date 15 months from the date of closing such shares of restricted common stock of DC to be issued at a 20% discount to the 5 day moving average closing price as at the date of demand if demanded by NBM within 30 days following the end of the 15 month period. This can be waived by mutual agreement of the parties.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that NBM 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, or any other employee benefit, for the benefit of NBM.
6. Choice of Law. 30DC expressly agrees 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. 30DC expressly agrees 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. 30DC expressly waives 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.
7. Duty of Confidentiality. During the contract term, both parties will be privy to and have access to information relating to the business of the other party, 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 the parties a competitive advantage. It is agreed that any and all information relating to the business of the other party acquired during the contract term is the sole property of 30DC or NBM respectively and constitutes confidential materials, which are trade secrets of each business. However, any information obtained or used by NBM in its capacity as a contractor 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;
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(ii) All of the papers, records, files, documents, products, systems, programs, confidential reports (including, without limitation, technical information on the performance of the parties or their 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 the parties, including without limitations, letters and other correspondence, inter-office memoranda, mailing lists, manuals, profiles, forms, procedural or marketing information and other materials developed by a party 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 the businesses, the parties' 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 either party, as that term is commonly used and understood between the parties, and in the industry, and for which the parties have 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." NBM and 30DC agree that the Trade Secrets are assets belonging solely to the individual businesses respectively and that they have significant value to each party.
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.
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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. Netbloo Media, LTD
By: /s/ By: /s/
President Manager
Date: July 21, 2015 Date: July 20, 2015
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ANNEXURE A
SERVICES
Business consulting, Project management and Software development including product completion, revisions and updates, development and maintenance of infrastructure such as web sites and hosting exclusively for the following 30DC products
MagCast Publishing Platform (MagCastApp.com)
MagCast mobile App
Blogger Product website (TBD)
Blogger mobile App
To further clarify, the blogger product is a new platform currently in development by Netbloo Media on behalf of 30DC that is targeted to the Blogging industry. It allows bloggers to get an app built that reflects the content of their blog. Articles can be created using the web platform and these will be displayed in the blog app.
Any New 30DC products and services will be jointly reviewed and approved. If approved for development by Netbloo Media, they will need to be agreed in a separate service level agreement between 30DC and Netbloo Media prior to the start of any development.
Netbloo Media shall be responsible for providing business consulting, project management, development, delivery of all development project listed in this agreement.
At all times, 30DC shall have access to all product and product source code for the above listed products
As a major shareholder, Jonathan Lint can also attend all 30DC board and management meetings (typically telephonic).
NBM agrees to allocate 2 development resources for the above projects at cost. If more development resources are required by DC, a separate service invoice will be crafted for these resources
PRICING OF SERVICES
Monthly service fee of $19,500 per month for Project Management & Consulting Service, web and app development services, plus out of pocket costs for travel, software license, programming services, and third party vendors-as approved by 30DC, Inc. in advance.
EXHIBIT 99.1
30DC, Inc. Announces Divestiture of Non-Core Assets, Management Changes, and Reduction in Annual Operating Cost
Chairman Appointed to Lead Strategic Expansion Strategy Focusing on 30DC's Digital Publishing Technology
$500,000 Reduction in Annual Operating Costs
New York, NY, August 25, 2015, 30DC, Inc. (OTCQB: TDCH), a provider of software tools for the monetization of digital content, announced that following an extensive review the company has made the strategic decision to focus on its core digital publishing solutions. The company has completed the divesture of a portfolio of non-core assets and is focusing its resources and product development effort on its digital publishing technology. Edward Dale, who has served as 30DC's chief executive officer ("CEO") since the company's inception, through a services contract with Marillion Partnership, has stepped down as CEO and will remain on the board of directors. Henry Pinskier, the 30DC board chairman, has agreed to step in as interim CEO.
30DC's digital publishing technology supports the company's innovative MagCast Digital Publishing Platform, for which the company also offers related training courses and service offerings. MagCast is aimed at enterprise, bloggers, writers and other creators of original content. Tablet and smart phone penetration is driving the usage of digital magazines and other publications to reach target audiences through mobile applications or "apps." Publishing software provider Adobe, Inc. estimated that digital content revenue will grow by five times from $275 million in 2012 to $1.4 billion in 2017. The transition of advertising from print to digital is also revealed by the building importance of digital publications to advertisers. The accounting firm Price Waterhouse Coopers estimated that digital consumer magazine advertising will more than double in value in five years, growing to $13.6 billion by 2019 from to $6.4 billion in 2014, and representing 37% of total global magazine advertising. Focusing resources and product development in the market for digital publishing tools and services will afford 30DC the greatest opportunity to achieve long-term growth.
The non-core portfolio of assets, which consist primarily of Internet training and e-commerce tools and include The Challenge and Market Pro Max, were divested in two transactions. For 30DC's fiscal year ending June 30, 2015 the company estimates total revenue from the divested businesses as approximately $335,000. The Challenge was sold to the Marillion Partnership ("Marillion") and Market Pro Max was sold to Netbloo Media, Ltd. ("Netbloo"), both of which had become significant shareholders in 30DC when these businesses were originally purchased by 30DC through the issuance of common stock. 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 the return of 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 the return of 6,743,681 common shares in 30DC. As a result of these two transactions, 30DC has reduced outstanding common shares from 76,853,464 to 60,109,783. Following the transactions Marillion will hold 8,188,440 shares and Netbloo will hold 6,743,682 shares in 30DC.
Henry Pinskier, 30DC chairman and Interim CEO who joined the board in October 2012 and has been chairman since January 2013, commented that, "there is great opportunity in mobile digital publishing. 30DC's MagCast platform has been well received by content creators and has been among the top publishing platforms represented in Apple's iTunes store. We believe it is timely to build on this success." Mr. Pinskier has agreed to serve as interim CEO until a permanent CEO is hired and has agreed to be compensated with 30DC shares and/or stock options.
To reflect the company's size after the divestitures, 30DC has reduced operating costs, including administrative support and professional contractors working with the company. These savings in addition to the savings from the services contract with Marillion, through which Mr. Dale served as CEO, total in excess of $500,000 per year.
About 30DC, Inc.
30DC is a digital media solution provider. The company's MagCast Mobile Publishing Platform is used for the creation of mobile digital magazine apps and facilitates the monetization of digital content through advanced marketing functions and features. 30DC delivers MagCast as 'software-as-a-service, compatible with Apple's iOS and Google's Android, the dominant mobile architectures for smart phones and tablets. Additionally, the company provides related training and services for MagCast users. For addition information on 30DC, please download a corporate fact sheet: http://30dcinc.com/investors/news.
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings and pursuit of new markets are forward looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
For additional information:
Greg Laborde. 30DC, Inc.
Phone: 212-962-4400 Ext 82
E-mail: greg.laborde(at)30dcinc.com or visit http://www.30dcinc.com
Source: 30DC, Inc
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