7. RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2012 |
Related Party Transactions [Abstract] | |
7. RELATED PARTY TRANSACTIONS | The Company entered into three-year Contract For Services Agreements commencing July 2009 (“Commencement Date”) with the Marillion Partnership (“Marillion”) for services which includes Mr. Edward Dale acting as the Company’s Chief Executive Officer, with 23V Industries, Ltd. (“23V”) for services which include Mr. Dan Raine acting as the Company’s Vice President of Business Development and with Jesselton, Ltd. (“Jesselton”) for services which include Mr. Clinton Carey acting as the Company’s Chief Operating Officer. Effective April 1, 2010, Raine Ventures, LLC replaced 23V Industries, Ltd in providing consulting services to the Company which include Mr. Raine acting as the Company’s Vice President of Business Development. These agreements were non-cancelable by either party for the initial two years and then with six months notice by either party for the duration of the contract. Mr. Dale and Mr. Carey are directors of the Company, Mr. Dale and Mr. Raine are both beneficial owners of greater than 10% of the Company’s outstanding common stock. Marillion Partnership is owned by affiliates of Mr. Dale. 23V and Raine Ventures are owned 100% by Mr. Raine. Jesselton voluntarily withdrew from its contract with the Company effective March 1, 2012 and Mr. Carey has continued as a director of the Company. The Marillion and Raine Ventures contracts expired June 30, 2012 and have continued on a month to month basis under the same terms. |
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Cash remuneration under the Marillion, 23V and Raine Ventures agreements was initially $250,000 per year and $200,000 under the Jesselton agreement. On December 12, 2011 cash remuneration for the Marillion and Jesselton agreements was amended for the year ended June 30, 2012 to the Australian Dollar equivalent of the originally contracted amounts at the exchange rate on the contract start date of July 15, 2009. The Marillion original annual contract amount of $250,000 was amended to $317,825 AUD Dollars and the Jesselton original annual contract amount of $200,000 was amended to $254,260 AUD. If in any year starting from the Commencement Date, revenues of 30DC, Inc. doubles then a bonus equal to 50% of cash remuneration will be due in shares of 30DC, Inc. as additional compensation. The bonus was not earned in the fiscal year ending June 30, 2012 and nothing has been accrued in the December 31, 2012 financial statements, since the proportionate amount to reach the bonus for the fiscal year ending June 30, 2013 was not earned. |
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During the term of the agreements, Marillion, Jesselton and Raine Ventures were prohibited from engaging in any other business activity that competes with 30DC, Inc. without written consent of the 30DC, Inc. Board of Directors. |
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In July, 2009 when 30DC acquired 30 Day and Immediate, Messrs. Dale and Carey signed executive services agreements with the Company and Mr. Raine signed a consulting services agreement with the Company. Pursuant to the agreements with Marillion, Jesselton and 23V (effective April 1, 2010 Raine Ventures replaced 23V), the contract for services agreements memorialized the preexisting contractual relationship and formally set the terms and conditions between the parties from July 1, 2009 and all prior understandings and agreements – oral or written were merged therein, including the respective executive services and consulting services agreements. All compensation under the contract for services agreements is identical with the respective executive services and consulting agreements. Where applicable under local law, all payroll and other taxes are the responsibility of Marillion, Jesselton, 23V and Raine Ventures and they have provided the Company with indemnification of such taxes which under the prior contracts may have been a liability of the Company. The parties acknowledged that the effective date of the agreements relates back to the contractual relationship between the parties. |
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Beginning July 1, 2011, the Company paid Marillion $2,500 AUD ($2,598 USD at December 31, 2012) per month to cover office related expenses which is included in operating expenses. |
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Effective July 15, 2012, the Company entered into a six-month Consulting Services Agreement with GHL Group, Ltd., whose President, Gregory H. Laborde is a Director. Pursuant to the Consulting Services Agreement, GHL Group received 500,000 shares of the Company’s restricted common stock and payments of $3,000 monthly for services including but not limited to evaluation of financial forecasts, assisting in the development of business and financial plans and assisting in the identification of potential acquisitions and financial sources. The 500,000 shares were valued at the $0.09 per share price on July 15, 2012 and $45,000 was recorded as related party contractor fees on that date. The contract expired January 15, 2013 and has continued on a month to month basis under the terms of the expired agreement. |
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Effective October 1, 2012, the Company entered into a three year contractor agreement with Netbloo Media, Ltd., joint developer of the MagCast Publishing Platform, with annual compensation of $300,000 which is payable in monthly installments of $25,000 and which may be terminated after two years subject to a six-month termination payment. |
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Marillion was awarded a $40,000 bonus upon completion of the asset acquisition of the 50% of the MagCast JV which had been owned by Netbloo and Market Pro Max. |
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On October 11, 2012, Henry Pinskier, a Director of the Company received an option to purchase 1,500,000 of the Company’s common shares details of which are in Note 12. During the three and six month periods ending December 31, 2012, the Company recorded $52,050 in expense for the option which is reflected as Directors’ Fees in the supplemental schedule of operating expenses (see Note 12). |
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On October 11, 2012, Theodore A. Greenberg, Chief Financial Officer and a Director of the Company received an option to purchase 1,500,000 of the Company’s common shares details of which are in Note 12. During the three and six month periods ending December 31, 2012, the Company recorded $52,050 in expense for the option which is included in Officer’s Salary in the supplemental schedule of operating expenses (see Note 12). |
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At June 30, 2012, due to related parties mainly includes $275,317 due to Jesselton, which consists of $167,317 for contractor fees and $108,000 for fees related to the share exchange between 30DC DE and Infinity, $9,815 due to Raine Ventures under its contractor agreement and $321,000 due to Theodore A. Greenberg for compensation. |
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At December 31, 2012, due to related parties mainly included $266,721 due to Jesselton, which consists of $158,721 for contractor fees and $108,000 for fees related to the share exchange between 30DC DE and Infinity, $25,000 due to Netbloo under its contractor agreement, $17,977 due to Marillion under its contractor agreement, $5,860 due to Raine Ventures under its contractor agreement and $421,000 due to Theodore A. Greenberg for compensation. |
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