TDCH 30DC Inc (PK)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*

30DC, INC.
(Name of Issuer)

Common Shares, $0.001 par value
(Title of Class of Securities)

None
(CUSIP Number)

Henry Pinskier

22 Helenslea Road, Caulfield

Melbourne, Australia 3161
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 22, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. [   ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(a) 1,500,000 unexercised stock options directly

(b) 1,747,000 common shares indirectly and beneficially through Meadsview Pty Ltd as Trustee for the Pinskier Family Trust and 500,000 common shares indirectly and beneficially through Meadsview ATF Super Benef: Henry Pinskier

(c) Based on 64,659,783 shares issued and outstanding as of the date of this filing if Mr. Pinskier's options were exercised.

(d) If all options and warrants outstanding were exercised in the next 60 days, there would be 67,068,632 shares issued and outstanding thereby adjusting Mr. Pinskier's percentage to 5.59%.

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Item 1. Security and Issuer

This Schedule 13D (this “13D”) is filed with respect to the Common Shares,  par value $0.001 per share (the “Shares”), of 30DC, Inc., a Maryland corporation (the “Issuer”). The principal executive office of the Issuer is located at 80 Broad Street, 5th Floor, New York, NY 10004.

Item 2. Identity and Background

Below is information regarding the Reporting Persons.

(a)

This 13D is being filed on behalf of the following person: Henry Pinskier

	(b)	The principal business address for the Reporting Person is 22 Helenslea Road, Caulfield, Melbourne, Australia 3161.
	(c)	Employment Information: Mr. Pinskier, age 55, joined 30DC, Inc.'s board of directors on October 11, 2012, was elected Chairman of the Board on January 31, 2013 and Interim CEO on July 30, 2015.  Mr. Pinskier serves as Chair and Joint Owner (1993- current) of Medi7 Pty Ltd., a General Practice medical services company with 100 Doctors and staff across multiple clinics in Melbourne Australia. Mr. Pinskier also currently serves as Chair for Spondo P/L an unlisted Public Company, which provides syndicated, secure easy to use video on demand system utilizing Pay Per View with a multi-level payment distribution process.  He has previously served on the boards of 3 publicly listed companies in Australia related to Health technology in the area of Medical devices and services as well as having served as a Director of a Private US company with an Australian subsidiary delivering safety surveillance services. Mr. Pinskier has been involved in the Health Sector and IT /IM sector as well as having served as a Director in the past on a number of Victorian public sector organizations, VMIA the State Government of Victoria's Insurance Company from 2005-2011, Yarra Valley Water from 2008-2011 and The Alfred Group of Hospitals from 2000-2009. From 1985 until 2000, he practiced medicine.  Across the different organizations he Chaired Strategy subcommittees, Risk and Audit Committees, Nomination Committees and been part of Finance Committees.  Mr. Pinskier attended and graduated MBBS from Monash University in 1984.
	(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
	(f)	Mr. Pinskier is a citizen of Australia..

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Item 3. Source and Amount of funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

On December 22, 2015, Mr. Pinskier entered into an agreement with 30DC, Inc., a Maryland corporation. Mr. Pinskier received 2,000,000 shares of common stock pursuant to the Services Agreement.

Item 5. Interest in Securities of the Issuer

	(a)	Aggregate number and percentage of the class of securities beneficially owned:
		Mr. Pinskier beneficially owns 1,747,000 common shares indirectly and beneficially through Meadsview Pty Ltd as Trustee for the Pinskier Family Trust and 500,000 common shares indirectly and beneficially through Meadsview ATF Super Benef: Henry Pinskier, representing approximately 3.47% of the issued and outstanding common stock of the Issuer. Mr. Pinskier beneficially owns 1,500,000 unexercised stock options to purchase shares of Issuer's common stock, representing approximately 2.32% of the issued and outstanding common stock of the Issuer, for a combined total of 5.79%  of the issued and outstanding if Mr. Pinskier's options were exercised. If all options and warrants outstanding were exercised in the next 60 days, there would be 67,068,632 shares issued and outstanding thereby adjusting Mr. Pinskier's percentage to 5.59%.
	(b)	Number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition:
		Sole Power to Vote or to Direct the Vote: 3,747,000 (1)
		Shared Power to or to Direct the Vote: 0
		Sole Power to Dispose or to Direct the Disposition of: 3,747,000 (1)
		Shared Power to Dispose or to Direct the Disposition of: 0
		(1) 1,500,000 unexercised stock options directly; 1,747,000 common shares indirectly and beneficially through Meadsview Pty Ltd as Trustee for the Pinskier Family Trust and 500,000 common shares indirectly and beneficially through Meadsview ATF Super Benef: Henry Pinskier

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	(c)	Except as disclosed above, the Reporting Person has not effected any transaction in the shares during the preceding 60 days.
	(d)	No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares reported on this Schedule 13D.
	(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None

Item 7. Material to Be filed as Exhibits

10.1	Services Agreement

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2016

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EXHIBIT 10.1

SERVICES AGREEMENT

This Services Agreement is a legal agreement ("Agreement") between 30DC, Inc., a Maryland corporation ("30DC"), having its principal place of business at 80 Broad Street, Fifth Floor, New York, NY 10004, and Henry Pinskier ("Pinskier") having his principal address as 22 Helenslea Road Caulfield 3161 This Agreement shall be effective as August 1, 2015.

RECITALS

WHEREAS, Pinskier has served as 30DC's board chair since January 2013 and is familiar with 30DC's business, including operations, personnel, product development and public company requirements,

WHEREAS, 30DC wishes to utilize the services of Pinskier as 30DC Interim Chief Executive Officer ("Int. CEO"),

NOW, THEREFORE, the parties agree as follows:

1. Scope of Services. In consideration for payment as required herein, Pinskier agrees to provide the services to and on behalf of 30DC, as said services are more specifically described and fully set forth in Annexure A (Services), which is attached hereto and made a part hereof by this reference. Hereinafter the services to be performed by Pinskier referred to as "CEO Services."

2. Term. The parties agree that the initial term of this Agreement ("Initial Term") shall be from the Effective Date, listed above, through June 30, 2015.  However, if 30DC employs or otherwise contracts a permanent CEO, this agreement will be terminated effective the starting date of the permanent CEO. 

3. Consideration.  

A. In consideration for providing the CEO Services, 30DC agrees to issue to Pinskier and or nominees two million (2,000,000) shares of restricted 30DC common stock within 15 days of signing this agreement.

B. Pinskier acknowledges that once the two million shares have been issued that he will continue providing CEO Services for the remainder of the contract term with no additional compensation.

C. The parties agree that compensation to Pinskier under this agreement is in addition to the compensation Pinskier receives for serving as 30DC board chair. 

4.   Relationship Of Parties. It is understood by the parties that Pinskier is an independent contractor with respect to 30DC, and not an employee of 30DC. 30DC will not provide fringe benefits, including health insurance benefits, paid vacation, retirement benefits or any other employee benefit, for the benefit of Pinskier.  

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5. Choice of Law. Parties expressly agree that the laws of the State of Delaware, without regard to its conflict of laws principles, shall govern and apply to this Agreement in all respects, including, without limitation, with regard to limitations and/or exclusion of certain types of damages. The parties agree that New York courts shall have exclusive jurisdiction over each party's person and all arguments to the contrary are expressly waived. Parties expressly agree that any dispute, cause-of-action, suit or proceeding commenced as a result of this Agreement, shall be litigated in the state or federal court of proper jurisdiction with venue in New York to the exclusion of all others. Parties expressly waive any and all claims of venue and jurisdiction in the state within which its principal place of business or domicile is located or of any other state and agrees that the State of New York is the only state having the proper venue and jurisdiction of this Agreement.

6. Duty of Confidentiality. During the contract term, Pinskier will be privy to and have access to information relating to the business of 30DC, which is not generally available in the public domain nor readily ascertainable by independent investigation, which is subject to reasonable efforts of secrecy, and which secret nature gives 30DC a competitive advantage. It is agreed that any and all information relating to the business of 30DC acquired during the contract term is the sole property of 30DC and constitutes confidential materials, which are trade secrets of 30DC. Any information obtained or used by Pinskier in his capacity as Int. CEO for 30DC shall be deemed to be information related to 30DC's business and exclusively owned by 30DC. Such information includes, but is not limited to:

(i) Any leads for business from any source, including from the Internet;

(ii) All of the papers, records, files, documents, products, systems, programs, confidential reports (including, without limitation, technical information on the performance of 30DC or its businesses and the development or acquisition, future business or business enhancements), marketing strategies, sales efforts and training, lists of clients, vendors and contractors, sources of customers or potential recruits maintained or created by 30DC, including without limitations, letters and other correspondence, inter-office memoranda, mailing lists, manuals, profiles, forms, procedural or marketing information and other materials developed by 30DC or at its direction, or under its supervision or required to be maintained by any computer data base, manual or memoranda or by the directives of the management of 30DC, 30DC's ways of doing business, including search engine utilization strategies; and

(iii.) Any and all documents, formulae, logarithms, code, language, plans, specifications, software, constituting "Intellectual Property," associated, in any way, with or developed by 30DC, as that term is commonly used and understood between the parties, and in the industry, and for which 30DC has taken steps to keep such information/technology secret from outside third parties.

Collectively the information and materials referenced in 6(A) (i)-(iii) shall be referenced to herein as "Trade Secrets." Pinskier agrees that the Trade Secrets are assets belonging solely to 30DC and that they have significant value to 30DC.

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8. General Provisions.

A. Entire Agreement. This Agreement (a) contains the entire agreement among the parties, which said Agreement expressly includes and incorporates herein Annexure A, which is attached hereto; (b) except as otherwise provided for herein, may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver; and (c) is binding upon and inures to the benefit of the parties, and their respective personal representatives, successors and assigns, except as set forth above.

B. Construction Principles. Words in any gender are deemed to include the other gender. The singular is deemed to include the plural and vice versa. The headings and underlined paragraph titles are for guidance only and have no significance in the interpretation of this Agreement. 

C. Counterparts. The Agreement may be executed in any number of counterparts, each of which is deemed an original and as executed shall constitute one agreement, binding on the parties even though the parties do not sign the same counterpart. A fax or electronic signature shall constitute the same as an original for all purposes. 

D. Assignment. Neither party may assign or otherwise transfer this Agreement without the written consent of the other party.

This Agreement shall inure to the benefit of and bind the parties hereto and their respective legal representatives, successors and assigns.  

E. Severance Clause. The invalidity or unenforceability of any part of this Agreement does not invalidate or affect the remainder, which continues to govern the relative rights and duties of the parties as though the invalid or unenforceable part were not a part hereof. 

F. Attorney's Fees. In the event of a breach of this Agreement, the prevailing party is entitled to recover from the breaching party all attorneys' fees and costs incurred in enforcing this Agreement, with or without suit.

 

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ANNEXURE A

 

SERVICES

Interim Chief Executive Officer ("Int. CEO") is responsible for leading the development and execution of 30DC's long-term strategy with a view to creating shareholder value. The Int. CEO's leadership role also entails being ultimately responsible for all day-day management decisions and implementing 30DC's long and short term plans.  The Int. CEO acts as a liason between the Board and management and communicates to the board on behalf of management. The Int. CEO also communicates of behalf of 30DC to shareholders, employees, Government authorities, other stakeholders and the public.

Specific duties and responsibilities will include but not be limited to;

An active role in searching for a permanent Chief Executive Officer,

An active role in seeking capital funding including attracting potential investors and making presentations to potential investors,

Oversight of technology management and the product development process,

An active role in development and implementation of marketing strategies,

Ensure that expenditures are within the annual budget

Assess principal risks and assure these risks are being monitored and managed,

Ensure effective internal controls and management information systems are in place,

Ensure high standards of corporate citizenship and social responsibility,

Communicate effectively with the board, shareholders, employees, Government authorities, other stakeholders and the public.

PRICING OF SERVICES

Two million (2,000,000) shares of restricted 30DC common stock  plus out of pocket costs for travel and other expenses approved by 30DC, Inc. in advance.