
                                  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: August 24, 2011


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


         MARYLAND                      000-30999                 16-1675285
         --------                      ---------                 ----------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                 80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
      --------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

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


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 (see General Instruction A.2. below):

|_| 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))



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                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On August 24, 2011,  30DC,  Inc. ("the  Company")  entered into a Share Sale and
Purchase  Agreement  ("the  Agreement")  with rivusTV,  Limited  ("rivusTV"),  a
Victoria, Australia Limited Company.

The  Agreement  provides  for the  Company  to  purchase  all of the  issued and
outstanding shares of rivusTV in exchange for common shares of the Company equal
to 45% of the total issued and outstanding shares of the Company. The shares are
exchangeable  on a prorate  basis  with the  shares  of  rivusTV.  Upon  closing
rivusTV, will become a wholly-owned subsidiary of the Company.

Closing of the Acquisition is conditioned upon the Company's  completion of a $5
Million dollar (Australian) financing by October 31, 2011.

RivusTV  provides  turnkey  video  streaming  solutions  that  allow  anyone  to
broadcast  from almost  anywhere.  They  provide  access to a growing  number of
national  and  international  communities  of  interest,  making it possible for
businesses, government, sports clubs, etc. to broadcast video content at no cost
to the broadcaster.


                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------------------

         (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
--------------  ---------------------------------------------------------------
    10.1        Share Sale and Purchase Agreement, dated August 24, 2011.






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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
                                  ----------------------------------------------
                                  Theodore A. Greenberg, Chief Financial Officer


                                  Date:  August 30, 2011



































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