UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
30DC, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE
(Title of Class of Securities)
88430R 105
(CUSIP Number)
FILING JOINTLY:
NETBLOO MEDIA, LTD.
JONATHAN LINT
RM A 7F, 139 HENNESSY ROAD
WANCHAI, HONG KONG
WITH COPIES TO:
MICHAEL A. LITTMAN, ESQ.
7609 RALSTON ROAD
ARVADA, CO 80002
(303) 422-8127
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 88430R 105
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1 NAMES OF REPORTING PERSONS:
Netbloo Media, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |_|
3 SEC USE ONLY:
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Hong Kong Corporation
NUMBER OF 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 13,487,363
OWNED BY
EACH 8 SHARED VOTING POWER:
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER:
13,487,363
10 SHARED DISPOSITIVE POWER:
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,487,363
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.51%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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CUSIP No. 88430R 105
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1 NAMES OF REPORTING PERSONS:
Jonathan Lint. Mr. Lint is a beneficiary of Netbloo Media, Ltd. as the
Manager and 100% owner.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |_|
3 SEC USE ONLY:
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
|-|
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Begium
NUMBER OF SHARES 7 SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER:
13,487,363
9 SOLE DISPOSITIVE POWER:
0
10 SHARED DISPOSITIVE POWER:
13,487,363
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,487,363 as a beneficiary of Netbloo Media, Ltd.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
15.51% as a beneficiary of Netbloo Media, Ltd.
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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EXPLANATORY NOTE:
The Reporting Persons are filing this Schedule 13D a result of the Acquisition
Agreement by and between 30DC, Inc. and Netbloo Media, Ltd. 30DC, Inc. issued
13,487,363 shares of its restricted common stock to Netbloo Media, Ltd. in
exchange for certain assets held by Netbloo representing 50% of the MagCast
Publishing Platform joint venture and Market ProMax. As a result of the
issuance, Netbloo Media, Ltd. holds approximately 15.51% of the issued and
outstanding common stock of 30DC, Inc. Jonathan Lint is the Manager and 100%
owner of Netbloo Media, Ltd. As such, Mr. Lint beneficially owns the shares of
the Issuer's common stock held by Netbloo Media, Ltd..
ITEM 1. SECURITY AND ISSUER
The security upon which this report is based is the common stock, par value
$0.001 per share, of 30DC, Inc., a Maryland corporation (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME: This statement is filed by Jonathan Lint and Netbloo Media, Ltd. Mr.
Lint is the beneficial owner of the shares held by Netbloo Media, Ltd.
(b) BUSINESS ADDRESS OF BOTH MR. LINT AND NETBLOO MEDIA, LTD.: c/o Netbloo
Media, Ltd., Rm A 7F, 139 Hennessy Road, Wanchai, Hong Kong.
(c) EMPLOYMENT INFORMATION: Mr. Lint is the Manager and 100% owner of Netbloo
Media, Ltd. ("Netbloo") Netbloo is a digital marketing agency based in Asia
Pacific with clients around the world. Netbloo helps online startups as
well as big corporate players by providing custom digital marketing
solutions including product launch consulting, mobile aps development,
targeted web applications and media campaigns. Netbloo is responsible for
products including, Market ProMax and the MagCast Publishing Platform
("MagCast.")
Mr. Lint is the Manager and beneficial owner of Netbloo Media, Ltd.
(d) During the last five (5) years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five (5) years, the Reporting Persons have not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they are subject to a judgment, decree or
final order enjoining final violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Lint is a citizen of Belgium. Netbloo Media, Ltd. is a Hong Kong
corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
None
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ITEM 4. PURPOSE OF TRANSACTION
The Acquisition Agreement by and between 30DC, Inc. and Netbloo Media, Ltd.
30DC, Inc. issued 13,487,363 shares of its restricted common stock to Netbloo
Media, Ltd. in exchange for certain assets held by Netbloo representing 50% of
the MagCast Publishing Platform joint venture and Market ProMax. As a result of
the issuance, Netbloo Media, Ltd. holds approximately 15.51% of the issued and
outstanding common stock of 30DC, Inc.
Mr. Lint is a beneficiary of Netbloo Media, Ltd.
Except to the extent the foregoing may be deemed a plan or proposal, none of the
Reporting Persons has any plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) through (j), inclusive, of
the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any
time and from time to time, review or reconsider their position and/or change
their purpose and/or formulate plans or proposals with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate number and percentage of the class of securities beneficially
owned:
Netbloo Media, Ltd. beneficially owns 13,487,363 shares of Issuer's common
stock, representing approximately 15.51% of the issued and outstanding
common stock of the Issuer, based on 86,931,169 shares of common stock of
the Issuer as of date of this Schedule 13D.
Jonathan Lint beneficially owns 13,487,363 shares of Issuer's common stock,
representing approximately 15.51% of the issued and outstanding common
stock of the Issuer, based on 86,931,169 shares of common stock of the
Issuer as of date of this Schedule 13D. Mr. Lint holds 0 shares directly
and 13,487,363 shares beneficially through Netbloo Media, Ltd.
(b) Number of shares as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or to direct the
disposition:
For information regarding the number of shares of 30DC, Inc.'s common stock
to which Netbloo Media, Ltd. (which Mr. Lint is a beneficial owner as the
Manager and 100% owner of Netbloo Media, Ltd.) and Mr. Lint holds or may be
deemed to hold, reference is made to items (7) - (12) of the cover page for
this statement on Schedule 13D.
(c) Transactions in the securities effected during the past sixty days:
See Item 4 above which is incorporated by reference herein.
(d) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities.
(e) The date on which the reporting person ceased to be the beneficiary owner
of more than five percent of the class of securities:
N/A
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Item 4 above which is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 Statement of Netbloo Media, Ltd. and Jonathan Lint as to the joint filing
of Schedule 13D, dated January 8, 2013.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
NETBLOO MEDIA, LTD.
Date: January 8, 2013 By: /s/ Jonathan Lint
---------------------------------------------------
Jonathan Lint, Manager of Netbloo Media, Ltd.
Date: January 8, 2013 /s/ Jonathan Lint
---------------------------------------------------
Jonathan Lint, Individual
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