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: June 6, 2013
30DC, INC.
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(Exact name of registrant as specified in its charter)
Maryland 000-30999 16-1675285
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
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(Address of Principal Executive Offices) (Zip Code)
(212) 962-4400
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Registrant's telephone number, including area code
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(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 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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Marcum, LLP ("Marcum"), the independent registered public accounting firm for
30DC, Inc. ("the Company") was dismissed on June 6, 2013, by the Company's Board
of Directors.
The actions to dismiss the Company's current auditors and engage new auditors
was approved by the Board of Directors. No audit committee exists, other than
the members of the Board of Directors.
Marcum's reports on the Company's financial statements for the fiscal years
ended June 30, 2011 and 2012 did not contain an adverse opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting practices.
Marcum's report on the Company's financial statements for the fiscal years ended
June 20, 2012 and 2011 contained an explanatory paragraph indicating that there
was a substantial doubt as to the Company's ability to continue as a going
concern. In relation to the audit of the financial statements, Marcum informed
the Company of its observations of a material weakness in internal control over
financial reporting.
The Company and Marcum have not, during Marcum's audit of the financial
statements for the fiscal years ended June 2012 and 2011 or through the date of
this 8-K, had any disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Marcum, would have caused
Marcum to make reference to the subject matter in its reports for such years;
and there were no "reportable events" as the term is described in Item
304(a)(1)(v) of Regulation S-K
The Company has provided Marcum with a copy of the above disclosures and has
requested Marcum furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not Marcum agrees with the statements
made by the Company in response to Item 304(a) of Regulation S-K and, if not,
stating the respects in which it does not agree. A copy of such letter dated
June 13, 2013 is filed as exhibit 16.1 to this Current Report on Form 8-K.
On June 12, 2013, the Board of Directors of the Company approved the engagement
of new auditors, Malone Bailey, LLP, of Houston, Texas to be the Company's
independent registered public accountant.
Prior to engaging Malone Bailey, LLP, the Company had not consulted Malone
Bailey, LLP regarding the application of accounting principles to a specified
transaction, completed or proposed, the type of audit opinion that might be
rendered on the Company's financial statements or a reportable event, nor did
the Company consult with Malone Bailey, LLP, regarding any disagreements with
its prior auditor on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the prior auditor, would have caused it to
make a reference to the subject matter of the disagreements in connection with
its reports.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(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
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16.1 Letter of Marcum, LLP, dated June 13, 2013
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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
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Theodore A. Greenberg,
Chief Financial Officer
Date: June 13, 2013
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