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



                                   FORM 10-K/A
                                 AMENDMENT NO. 2


[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the fiscal year ended June 30, 2013
                                     Or

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _________ to _____________


                        Commission file number: 000-30999

                                   30DC, INC.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Maryland                                            16-1675285
----------------------------------                      ------------------------
 State or other jurisdiction of                              I.R.S. Employer
  incorporation or organization                            Identification No.

              80 Broad Street, 5th Floor, New York, New York 10004
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (212) 962-4400

           Securities registered pursuant to Section 12(b) of the Act:


 Title of each class registered                         Name of each exchange
                                                         on which registered
----------------------------------                     ------------------------
         Not Applicable                                    Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                              COMMON STOCK, $0.001
                              --------------------
                                (Title of class)



<PAGE>

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                               Yes |_| No |X|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files)
                                                               Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                                          |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

--------------------------- --------  ------------------------------ -----------
Large accelerated filer       [___]   Accelerated filer                  [___]
--------------------------- --------  ------------------------------ -----------
Non-accelerated filer         [___]   Smaller reporting company          [_X_]
(Do not check if a smaller
 reporting company)
--------------------------- --------  ------------------------------ -----------

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $5,119,552 as of December 31, 2012.

There were 87,413,464 shares outstanding of the registrant's  Common Stock as of
December 23, 2013.


<PAGE>
                                TABLE OF CONTENTS


                                     PART II

ITEM 9 A.       Controls and Procedures                             4

                                     PART IV

ITEM 15         Exhibits, Financial Statement Schedules             6
SIGNATURES                                                          7


































                                      -3-
<PAGE>
                                EXPLANATORY NOTE

30DC, Inc. (the "Company") is filing this Amendment No. 2 to its Form 10-K filed
with the Securities and Exchange Commission on December 23, 2013 for the purpose
of revising Item 9A. - Controls and Procedures.

This Amendment does not reflect events  occurring  after the original  filing on
December  23, 2013 or the  Amendment  No. 1 filed on March 26,  2014,  except as
noted above. Except for the foregoing amended information,  this Form 10-K/A No.
2 continues to speak as of the date of original  filing on December 23, 2013 and
the Company has not otherwise updated disclosures contained therein or herein to
reflect events that occurred at a later date.


ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required to be disclosed by our Company is
recorded, processed,  summarized and reported, within the time periods specified
in the  rules  and  forms of the SEC.  Our  Chief  Executive  Officer  and Chief
Financial  Officer are responsible for establishing  and maintaining  disclosure
controls and procedures for our Company.

Management,  consisting  of the  Company's  Chief  Executive  Officer  and Chief
Financial   Officer,   after  evaluating  the  effectiveness  of  the  Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as
of June 30, 2013 (the  "Evaluation  Date")  concluded  that as of the Evaluation
Date,  the Company's  disclosure  controls and  procedures  were  ineffective to
ensure that material  information relating to the Company would be made known to
them by individuals  within those  entities,  particularly  during the period in
which this annual report was being prepared and that information  required to be
disclosed  in the  Company's  SEC  reports  has not  been  recorded,  processed,
summarized,  and reported  within the time periods  specified in the SEC's rules
and forms.  As further  detailed in the  financial  reporting  controls  section
below, the Company has limited resources and staff which impacts  timeliness and
effective of disclosure controls.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  carried  out  an  evaluation  of the  effectiveness  of our
"internal  control  over  financial  reporting"  (as  defined in the  Securities
Exchange Act of 1934 (the "Exchange  Act") Rules  13a-15(e) and 15d-15(e)) as of
the end of the  period  covered  by this  annual  report  on  Form  10-K/A  (the
"Evaluation Date"). Based upon that evaluation,  our Chief Executive Officer and
Chief Financial Officer concluded that, as of the Evaluation Date, our "internal
control over  financial  reporting" is not effective to ensure that  information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act (i) is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the SEC rules and forms and (ii) is  accumulated  and
communicated to our management,  including our Chief Executive Officer and Chief
Financial Officer,  as appropriate to allow timely decisions  regarding required
disclosure.  Specifically,  management's  evaluation  was based on the following
material weaknesses, which existed as of June 30, 2013:

(1)           Financial   Reporting  Systems:   We  did  not  maintain  a  fully
              integrated financial consolidation and reporting system throughout
              the  period   and  as  a  result,   extensive   manual   analysis,
              reconciliation  and adjustments  were required in order to produce
              financial statements for external reporting purposes.

                                      -4-
<PAGE>

(2)           Segregation  of  Duties:  We do not  currently  have a  sufficient
              complement of technical accounting and external reporting personal
              commensurate to support standalone  external  financial  reporting
              under  public  company  or  SEC  requirements.  Specifically,  the
              Company did not effectively  segregate  certain  accounting duties
              due to the small  size of its  accounting  staff,  and  maintain a
              sufficient  number of adequately  trained  personnel  necessary to
              anticipate and identify risks critical to financial  reporting and
              the closing process.  In addition,  there were inadequate  reviews
              and   approvals   by   the   Company's    personnel   of   certain
              reconciliations  and other processes in day-to-day  operations due
              to the lack of a full complement of accounting staff.
(3)           Overpayment  of  Contractor  Fees:  The Company  did not  maintain
              proper controls over revenue received , and  disbursements  for, a
              Paypal  e-commerce  account and a related party bank account which
              had been used  historically  by the business prior to the Infinity
              transaction,  As a result,  during the fiscal  year ended June 30,
              2012,  Marillion,  which is a  company  affiliated  with our Chief
              Executive  Officer,  was  paid  contractor  fees of  $158,139  AUD
              ($159,183 USD) in excess of the amount of its annual contract. The
              Company has taken steps to prevent future occurrences by notifying
              all repeat  paying  customers  that payments are to be remitted to
              specific company  accounts which have more  appropriate  financial
              controls.  The Company's Board has stipulated that the accounts in
              question are no longer to be used for any ongoing or new business,
              any deposit errors are to be immediately  corrected by transfer of
              funds  to  appropriate  accounts  and  that  the  Company's  Chief
              Financial  Officer be  informed  of all  receipts  so funds can be
              tracked on a timely basis.

We believe that our weaknesses in internal control over financial  reporting and
our  disclosure  controls  relate  in part to the fact  that we are an  emerging
business with limited  personnel.  Management and the Board of Directors believe
that the Company  must  allocate  additional  human and  financial  resources to
address these matters.  Throughout  the year, the Company has been  continuously
improving its monitoring of current  reporting  systems and its  personnel.  The
Company intends to continue to make  improvements in its internal  controls over
financial  reporting and disclosure  controls until its material  weaknesses are
remediated.



                                      -5-
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
------------------------------------------------

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)  Audited financial statements for years ended June 30, 2013 and 2012


(b)  EXHIBIT NO.                                   DESCRIPTION
     -----------                                   -----------


    3.1     Articles of Incorporation of Infinity Capital Group, Inc. (1)

    3.2     Bylaws of Infinity Capital Group, Inc. (1)

    31.1    Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act

    31.2    Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act

    32.1    Certification of Principal Executive Officer pursuant to Section 906
            of the Sarbanes-Oxley Act

    32.2    Certification of Principal Financial Officer pursuant to Section 906
            of the Sarbanes-Oxley Act

   101.INS  XBRL Instance Document (2)(3)

   101.SCH  XBRL Taxonomy Extension Schema Document (2)(3)

   101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document (2)(3)

   101.DEF  XBRL Taxonomy Extension Definition Linkbase Document (2)(3)

   101.LAB  XBRL Taxonomy Extension Label Linkbase Document (2)(3)

   101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document (2)(3)
----------

(1)  Incorporated by reference from the exhibits  included in the Company's Form
     8K12g3 filed with the  Securities  and Exchange  Commission  (www.sec.gov),
     dated May 5, 2005.  A copy can be  provided  by mail,  free of  charge,  by
     sending a written request to 30DC, Inc., 80 Broad Street, 5th Floor, NY, NY
     10004.

(2)  Pursuant to Rule 406T of  Regulation  S-T,  this  interactive  data file is
     deemed not filed or part of a  registration  statement  or  prospectus  for
     purposes of sections 11 or 12 of the  Securities Act of 1933, is deemed not
     filed for  purposes of section 18 of the  Securities  Exchange Act of 1934,
     and otherwise is not subject to liability under these sections.

(3)  Incorporated by reference from the exhibits  included in the Company's Form
     10-K/A filed with the  Securities  and Exchange  Commission  (www.sec.gov),
     dated March 26,  2014. A copy can be provided by mail,  free of charge,  by
     sending a written request to 30DC, Inc., 80 Broad Street, 5th Floor, NY, NY
     10004.

                                      -6-
<PAGE>



SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                   30DC, Inc.

Dated: April 4, 2014
                          By: /s/ Edward Dale
                          --------------------------------------------------
                          Edward Dale, President and Chief Executive Officer
                          (Principal Executive Officer)


                          By: /s/ Theodore A. Greenberg
                          --------------------------------------------------
                          Theodore A. Greenberg, Chief Financial Officer
                          (Principal Accounting Officer),  Secretary and
                          Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Dated: April 4, 2014
                                                       30DC, Inc.
                                          --------------------------------------


                                          /s/ Edward Dale
                                          --------------------------------------
                                          Edward Dale, Director

                                          /s/ Theodore A. Greenberg
                                          --------------------------------------
                                          Theodore A. Greenberg, Director

                                          /s/ Henry Pinskier
                                          --------------------------------------
                                          Henry Pinskier, Director

                                          /s/ Gregory Laborde
                                          --------------------------------------
                                          Gregory Laborde, Director





                                      -7-