UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
30DC, Inc.
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(Name of Issuer)
Common Stock, $0.001 per share
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(Title of Class of Securities)
88430R 105
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(CUSIP Number)
FILING JOINTLY:
DAN RAINE
RAINE VENTURES, LLC
28 CHESWOLD BOULEVARD, #1C
NEWARK, DE 19713
WITH COPIES TO:
MICHAEL A. LITTMAN, ESQ.
7609 RALSTON ROAD
ARVADA, CO 80002
(303) 422-8127
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2014
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(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:
Dan Raine. Mr. Raine is a Managing Member and beneficiary of Raine
Ventures, LLC.
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:
United Kingdom
7 SOLE VOTING POWER:
0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON WITH 0
9 SOLE DISPOSITIVE POWER:
0
10 SHARED DISPOSITIVE POWER:
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
CUSIP No. 88430R 105
----------
1 NAMES OF REPORTING PERSONS:
Raine Ventures, LLC
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:
United States
7 SOLE VOTING POWER:
0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON WITH 0
9 SOLE DISPOSITIVE POWER:
0
10 SHARED DISPOSITIVE POWER:
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
EXPLANATORY NOTE:
The Reporting Persons are filing this Amendment No. 2 to their Schedule 13D
previously filed with the United States Securities and Exchange Commission on
February 11, 2013 to reflect a percentage decrease in the Reporting Persons'
beneficial ownership of the issued and outstanding shares of common stock of the
Issuer.
The decrease of shares held was a result of the Settlement Agreement, which has
an effective date of February 28, 2014, which provided for Raine Ventures to
acquire the operations and certain assets, connected to the business operations
of Immediate Edge. In return, Raine Ventures returned to the Issuer 10,560,000
shares of the common stock of the Issuer. As a result of the transaction, Raine
Ventures, LLC and Mr. Raine as beneficiary are no longer shareholders of the
Issuer.
ITEM 1. SECURITY AND ISSUER
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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.
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(a) NAME: This statement is filed by Dan Raine and Raine Ventures, LLC. Mr.
Raine is the beneficial owner of the shares held by Raine Ventures, LLC and
is the Managing Member of Raine Ventures, LLC.
(b) BUSINESS ADDRESS OF BOTH MR. RAINE AND RAINE VENTURES, LLC: c/o Raine
Ventures, LLC, 28 Cheswold Boulevard, #1C, Newark, DE 19713
(c) EMPLOYMENT INFORMATION: Mr. Raine served as Vice President of Business
Development of 30 DC, Inc since July 2009 and resigned his position
effective February 28, 2014. In 2006, he developed the concept of the
Immediate Edge of which he was owner and operator and which launched its
subscription service in January 2007. Mr. Raine operated the Immediate Edge
from 2007 until its acquisition by 30DC in July 2009 at which time he
served as an Officer of 30DC until February 28, 2014. Mr. Raine is a
Managing Member and equity owner of Raine Ventures, LLC.
(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) Dan Raine is a citizen of the United Kingdom. Raine Ventures, LLC is a
limited liability company formed in Delaware in the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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None
ITEM 4. PURPOSE OF TRANSACTION
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The decrease of shares held was a result of the Settlement Agreement, which has
an effective date of February 28, 2014, which provided for Raine Ventures to
acquire the operations and certain assets, connected to the business operations
of Immediate Edge. In return, Raine Ventures returned to the Issuer 10,560,000
shares of the common stock of the Issuer. As a result of the transaction, Raine
Ventures, LLC and Mr. Raine as beneficiary are no longer shareholders of the
Issuer.
As a result of the shares being returned to treasury, 30DC, Inc.'s ownership
among its officers, directors and known greater than 5% shareholders changed.
Mr. Raine resigned as the Vice President of Business Development of the Issuer
effective February 28, 2014. Mr. Raine remains a Managing Member and beneficiary
of Raine Ventures, LLC.
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
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(a) Aggregate number and percentage of the class of securities beneficially
owned:
Dan Raine beneficially owns 0 shares of Issuer's common stock, representing
approximately 0% of the issued and outstanding common stock of the Issuer,
as of date of this Schedule 13D/ Amendment No. 2. Mr. Raine holds 0 shares
directly and 0 shares beneficially through Raine Ventures, LLC.
Raine Ventures, LLC beneficially owns 0 shares of Issuer's common stock,
representing approximately 0% of the issued and outstanding common stock of
the Issuer as of date of this Schedule 13D/ Amendment No. 2.
(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:
After the transaction described above, neither Raine Ventures, LLC or Mr.
Raine have voting power of any shares of 30DC, Inc.
(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:
February 28, 2014
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
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See Item 4 above which is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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99.1 Statement of Dan Raine and Raine Ventures, LLC as to the joint filing of
Schedule 13D/Amendment No. 2, dated April 23, 2014.
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.
Date: April 23, 2014 /s/ Dan Raine
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Dan Raine
RAINE VENTURES, LLC
Date: April 23, 2014 By: /s/ Dan Raine
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Dan Raine, Managing Member