Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - Pulse Network, Inc. | Financial_Report.xls |
EX-31.2 - CERTIFICATION - Pulse Network, Inc. | tpni_ex312.htm |
EX-32.1 - CERTIFICATION - Pulse Network, Inc. | tpni_ex321.htm |
EX-31.1 - CERTIFICATION - Pulse Network, Inc. | tpni_ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2014
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: 000-54741
THE PULSE NETWORK, INC.
(Exact name of registrant as specified in its charter)
Nevada |
45-4798356 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
10 Oceana Way Norwood, MA 02062
(Address of principal executive offices) (Zip Code)
(781) 688-8000
(Registrant’s telephone number, including area code)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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 by Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of February 17, 2015, there were 104,502,563 shares of common stock issued and outstanding.
THE PULSE NETWORK, INC.
TABLE OF CONTENTS |
Page | ||||
|
|||||
PART 1 – FINANCIAL INFORMATION |
|||||
|
|||||
Item 1. |
Consolidated Financial Statements (Unaudited) |
3 |
|||
|
|||||
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
14 |
|||
|
|||||
Item 3. |
Quantitative and Qualitative Disclosure About Market Risk |
17 |
|||
|
|||||
Item 4. |
Controls and Procedures |
17 |
|||
|
|||||
PART II – OTHER INFORMATION |
|
||||
|
|||||
Item 1. |
Legal Proceedings |
18 |
|||
|
|||||
Item 1A. |
Risk Factors |
18 |
|||
|
|||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
18 |
|||
|
|||||
Item 3. |
Defaults Upon Senior Securities |
18 |
|||
|
|||||
Item 5. |
Other Information |
18 |
|||
|
|||||
Item 6. |
Exhibits |
19 |
2
|
THE PULSE NETWORK, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
DECEMBER 31, 2014 AND MARCH 31, 2014
December 31, | March 31, | |||||||
2014 | 2014 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 149,409 | $ | 118,215 | ||||
Accounts receivable | 289,907 | 194,212 | ||||||
Prepaid expenses and deposits | 70,874 | 10,529 | ||||||
Total current assets | 510,190 | 322,956 | ||||||
PROPERTY AND EQUIPMENT, net | 131,927 | 114,663 | ||||||
INTANGIBLE ASSETS, net | 1,676,974 | - | ||||||
GOODWILL | 744,133 | - | ||||||
DEFERRED FINANCING COSTS, net | 448,175 | - | ||||||
OTHER ASSETS: | ||||||||
Other assets | 35,285 | 36,373 | ||||||
TOTAL ASSETS | $ | 3,546,684 | $ | 473,992 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Note payable - bank |
$ |
- | $ | 150,000 | ||||
Revolving loan | 2,770,987 | - | ||||||
Accounts payable | 419,964 | 298,219 | ||||||
Accrued compensation | 1,180,461 | 878,879 | ||||||
Accrued expenses | 538,580 | 47,392 | ||||||
Note payable - other | - | 10,000 | ||||||
Convertible notes payable - net | - | 115,404 | ||||||
Current portion of long-term debt | - | 116,667 | ||||||
Current portion of capital lease obligations | 14,262 | 20,178 | ||||||
Deferred revenue | 483,384 | 484,055 | ||||||
Client funds pass through liability | 27,288 | 397,559 | ||||||
Advances from stockholder | 71,397 | 244,637 | ||||||
Current portion of note payable related party | 52,499 | 19,107 | ||||||
Note payable - stockholders | 110,100 | 103,789 | ||||||
Current portion of related party loan | 121,500 | - | ||||||
Advances from affiliate | 196,000 | - | ||||||
Current portion of deferred compensation | 62,161 | 59,875 | ||||||
Total current liabilities | 6,048,583 | 2,945,761 | ||||||
DEFERRED COMPENSATION, net of current portion | 760,890 | 807,800 | ||||||
LONG TERM DEBT, net of current portion | - | 106,945 | ||||||
PROMISSORY NOTE | 1,250,000 | - | ||||||
CONVERITBLE DEBENTURE | 140,000 | - | ||||||
CAPITAL LEASE OBLIGATIONS, net of current portion | 9,654 | 20,030 | ||||||
RELATED PARTY LOAN | - | 121,500 | ||||||
NOTE PAYABLE RELATED PARTY, net of current portion | 22,507 | - | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
REDEEMABLE COMMON STOCK, 4,500,000 shares issued and outstanding at December 31, 2014 | 225,000 | - | ||||||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||||||||
Undesignated convertible preferred stock, authorized 25,000,000 shares designated as follows: | ||||||||
Series A convertible preferred stock, $0.001 par value, authorized, issued and outstanding 1,000 | 1 | 1 | ||||||
Series B convertible preferred stock, $0.001 par value, authorized, issued and outstanding 15,000,000 | 15,000 | 15,000 | ||||||
Common stock: $0.001 par value, authorized, 200,000,000 shares; issued and outstanding, 95,387,179 and 90,700,000 shares, respectively | 95,387 | 90,700 | ||||||
Additional paid-in capital | 666,729 | 425,767 | ||||||
Accumulated deficit | (5,687,066 | ) | (4,059,512 | ) | ||||
Total stockholders' deficiency | (4,909,949 | ) | (3,528,044 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ | 3,546,684 | $ | 473,992 |
The accompanying notes are an integral part of these consolidated financial statements
3
|
THE PULSE NETWORK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months Ended | For The Nine Months Ended | |||||||||||||||
December 31, 2014 |
December 31, 2013 |
December 31, 2014 |
December 31, 2013 |
|||||||||||||
NET SALES | $ | 2,198,574 | $ | 1,042,708 | $ | 3,403,244 | $ | 2,601,847 | ||||||||
COST OF SALES | 353,117 | 322,698 | 619,576 | 747,446 | ||||||||||||
GROSS PROFIT | 1,845,457 | 720,010 | 2,783,668 | 1,854,401 | ||||||||||||
SELLING EXPENSES | 144,952 | 137,441 | 261,170 | 439,775 | ||||||||||||
GENERAL AND ADMINISTRATIVE EXPENSES | 2,304,550 | 706,027 | 3,506,374 | 2,109,378 | ||||||||||||
NET LOSS FROM OPERATIONS | (604,045 | ) | (123,458 | ) | (983,875 | ) | (694,752 | ) | ||||||||
ACQUISITION RELATED EXPENSE | 212,967 | - | 212,967 | - | ||||||||||||
INTEREST EXPENSE | 170,481 | 25,247 | 430,712 | 76,806 | ||||||||||||
NET LOSS | $ | (987,493 | ) | $ | (148,705 | ) | $ | (1,627,554 | ) | $ | (771,558 | ) | ||||
NET LOSS PER COMMON SHARE, basic and diluted | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.01 | ) | ||||
WEIGHTED AVERAGE SHARES USED IN PER SHARE COMPUTATION, basic and diluted | 96,523,439 | 90,700,000 | 92,923,198 | 90,406,909 |
The accompanying notes are an integral part of these consolidated interim financial statements
4
|
THE PULSE NETWORK, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2014 AND 2013
2014 | 2013 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (1,627,554 | ) | $ | (771,558 | ) | ||
Adjustments to reconcile net loss to net cash provided (used for) by operating activities: | ||||||||
Stock-based compensation | 40,246 | 43,863 | ||||||
Depreciation | 48,507 | 57,326 | ||||||
Amortization of intangible assets | 61,776 | - | ||||||
Amortization of deferred financing costs | 448,175 | - | ||||||
Non cash consulting expense | 61,000 | - | ||||||
Non cash interest expense | 83,716 | - | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (66,568 | ) | 32,109 | |||||
Due from affiliates | - | - | ||||||
Prepaid expenses and deposits | (60,345 | ) | 65,711 | |||||
Other assets | 1,088 | 302 | ||||||
Accounts payable | (93,144 | ) | 244,438 | |||||
Accrued compensation | 301,582 | 575,973 | ||||||
Accrued expenses | 401,628 | (42,112 | ) | |||||
Deferred revenue | (671 | ) | (80,148 | ) | ||||
Client funds pass through liability | (370,271 | ) | (192,933 | ) | ||||
Due to affiliates | - | (36,997 | ) | |||||
Deferred compensation | (44,624 | ) | (40,129 | ) | ||||
Net cash used for for operating activities | (815,459 | ) | (144,155 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Cash acquired from You Everywhere Now acquisition | 202,439 | - | ||||||
Additions to property and equipment | (35,771 | ) | (4,596 | ) | ||||
Net cash provided by (used for) investing activities | 166,668 | (4,596 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from the issuance of common stock | - | 140,000 | ||||||
Net proceeds from revolving loan | 690,045 | - | ||||||
Deferred financing costs | (70,000 | ) | - | |||||
Net (repayment) proceeds from note payable - bank | - | 20,000 | ||||||
Proceeds from the issuance of convertible notes | - | 52,500 | ||||||
Repayment from note payable - other | (10,000 | ) | (20,000 | ) | ||||
Repayment of convertible notes | (115,404 | ) | - | |||||
Proceeds from convertible debenture | 175,000 | - | ||||||
Repayment of long-term debt | (58,334 | ) | (87,500 | ) | ||||
Payments of capital lease obligations | (16,292 | ) | (13,827 | ) | ||||
Net proceeds from note payable - stockholders | 6,311 | 103,789 | ||||||
Net (repayments to) advances from stockholders | (173,240 | ) | 25,944 | |||||
Proceeds from note payable related party | 100,000 | - | ||||||
Repayment of note payable related party | (44,101 | ) | (18,535 | ) | ||||
Advances from affiliate | 196,000 | - | ||||||
Net cash provided by financing activities | 679,985 | 202,371 | ||||||
NET INCREASE IN CASH | 31,194 | 53,619 | ||||||
CASH: | ||||||||
Beginning of period | 118,215 | 31,670 | ||||||
End of period | $ | 149,409 | $ | 85,289 | ||||
SUPPLEMENTAL CASH FLOWS DISCLOSURE | ||||||||
Acqusition of You Everywhere Now, LLC. assets financed through long and short term debt | $ | 2,297,560 |
$ |
- | ||||
Property and equipment acquired through capital lease |
$ |
- | $ | 3,693 | ||||
Net transfer of advances from stockholder liability to related party loan |
$ |
- |
$ |
- | ||||
Deferred financing costs financed with debt | $ | 450,000 |
$ |
- | ||||
Deferred financing costs settled through the issuance of common stock | $ | 225,000 |
$ |
- | ||||
Deferred financing costs financed with debt | $ | 91,350 |
$ |
- | ||||
Deferred financing costs included in accrued expenses at December 31, 2014 | $ | 60,000 |
$ |
- | ||||
You Everywhere Now, LLC. leasehold improvements acquired through debt proceeds | $ | 30,000 |
$ |
- | ||||
Note payable - bank paid with new debt proceeds | $ | 150,000 |
$ |
- | ||||
Long term debt paid with new debt proceeds | $ | 165,000 |
$ |
- | ||||
Convertible debenture converted into common stock | $ | 35,000 |
$ |
- | ||||
Fair value of beneficial conversion feature recorded in additional paid in capital | $ | 77,405 | $ | 31,500 |
The accompanying notes are an integral part of these consolidated financial statements
5
|
THE PULSE NETWORK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. |
OUTLOOK |
|
|
|
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As shown in the accompanying financial statements, as of December 31, 2014 the Company has an accumulated deficit of approximately $5,687,000 and has negative working capital of approximately $5,538,000. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of new business opportunities. |
|
|
|
Management has plans to seek additional capital through private placements and public offerings of its common stock. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital, the Company may be required to cease operations. |
|
|
|
These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. |
|
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. |
|
|
|
Concentrations of Sales to Certain Customers – During the three month and nine month period ended December 31, 2014, the Company had sales to one customer that accounted for approximately 13% of total revenue. |
|
|
3. |
ACQUISTION OF YOU EVERYWHERE NOW, LLC |
|
|
|
On October 3, 2014, the Company’s wholly-owned subsidiary, The Pulse Network, Inc., a Massachusetts corporation (Pulse Massachusetts) acquired a 100% membership interest in You Everywhere Now, LLC, a California limited liability company (“You Everywhere Now”) from MikeKoenigs.com Inc. (seller). You Everywhere Now, in turn, holds 100% of the membership interests of VoiceFollowUp, LLC, a California limited liability company, and Traffic Geyser, LLC, a California limited liability company. Closing of the transaction under the Securities Purchase Agreement was conditioned upon closing and funding under the senior secured revolving credit facility agreement with TCA Global Credit Master Fund, LP as described in note 9. |
6
|
|
The Company paid consideration to the seller comprised of a promissory note payable to the seller in the amount of $1,250,000 and cash of $1,047,560. The Company assumed liabilities of the seller totaling $244,450. The Company allocated the purchase price to intangible assets with a fair value of $1,738,750, accounts receivable of $29,127 and leasehold improvements of $30,000. The excess of the consideration paid over the fair value of the assets acquired totaling $744,133 has been recorded as goodwill on the Company’s balance sheet at December 31, 2014. The Company has estimated the useful lives of the various identifiable intangible assets acquired to be between two and fifteen years. Intangible assets at December 31, 2014 and March 31, 2014 consist of the following: |
December 31, | March 31, | |||||||
2014 | 2014 | |||||||
Total customer list-active & non-active | $ | 1,299,730 |
$ |
- | ||||
Non-compete agreement | 191,900 | - | ||||||
Trademarks | 185,340 | - | ||||||
Software/database | 61,780 | - | ||||||
1,738,750 | - | |||||||
Accumulated amortization | 61,776 | - | ||||||
Intangible assets, net | $ | 1,676,974 |
$ |
- |
|
The Company incurred direct cost related to the acquisition of You Everywhere Now totaling $212,967 which is reported in the Company’s statement of operations for the three and nine month periods ended December 31, 2014 as acquisition related expenses. |
|
|
4. |
PROPERTYAND EQUIPMENT |
|
|
|
Property and equipment at December 31, 2014 and March 31, 2014 consists of the following: |
December 31, | March 31, | |||||||
2014 | 2014 | |||||||
Computer equipment | $ | 197,033 | $ | 191,536 | ||||
Audio and video equipment | 109,072 | 87,761 | ||||||
Furniture and fixtures | 12,478 | 12,478 | ||||||
Leasehold improvements | 30,000 | - | ||||||
Office equipment | 55,189 | 55,189 | ||||||
Event equipment | 82,020 | 82,020 | ||||||
485,792 | 428,984 | |||||||
Accumulated depreciation | (353,865 | ) | (314,321 | ) | ||||
Property and equipment, net | $ | 131,927 | $ | 114,663 |
5. |
RELATED PARTY TRANSACTIONS |
|
|
|
Advances from stockholder at December 31, 2014 and March 31, 2014, respectively, consists of non-interest bearing advances of $71,397 and $244,637 from Stephen Saber. These advances have no set repayment terms. |
|
|
|
Note payable related party consists of two loans from John C. Saber, the father of the three majority stockholders. Under the terms of the first note agreement dated January 23, 2013 the Company borrowed $50,000 repayable in twenty-four monthly principal and interest installments of $2,150 through maturity in January 2015. This note accrues interest at 3.042% per annum. The unpaid balance of this note is $2,145 and $19,107 at December 31, 2014 and March 31, 2014, respectively. Under the terms of the second note agreement dated May 15, 2014 the Company borrowed $100,000 repayable in monthly principal and interest installments of $4,614 through maturity in May 2016. This note accrues interest at 10% per annum. The unpaid balance of this note at December 31, 2014 is $72,861. |
|
|
|
Related party loan at December 31, 2014 consists of loans previously due to Stephen Saber in the amount of $111,500 and Nicholas C. Saber in the amount of $10,000, which was transferred to CrossTech Partners, LLC. Stephen, Nicholas and John Saber own 100% of Crosstech Partners, LLC. The loan bears interest at 6.5% and matures with all unpaid principal and interest due on September 3, 2015. |
7
|
|
Note payable – stockholders consists of a note dated September 3, 2013 under the terms of which the Company borrowed $110,100 from Saber Insurance Trust, of which the three majority stockholders are primary beneficiaries. The loan terms state repayment of the loan was to be paid in full by June 1, 2014 including interest at 8.6% per annum. The revised repayment terms state the loan is due in full by June 1, 2015 including interest at 8.6% per annum. The Company received net proceeds of $103,000 reflecting a discount in the amount of $7,100 representing the interest to be earned over the term of the note. The discount is being amortized through a charge to interest expense using the interest method. As of June 30, 2014 the discount amount of $7,100 has been amortized in full. |
|
|
|
Advances from affiliate consists of $196,000 and $0 at December 31, 2014 and March 31, 2014, respectively, from Crosstech Partners, LLC with no stated repayment terms. |
|
|
|
The Company leased its office space under a non-cancelable lease agreement with a related party which expired July 15, 2014. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $0 and $27,090 for the three month period ended December 31, 2014 and 2013 respectively, and $25,578 and $81,270 for the nine month ended December 31, 2014 and 2013, respectively. |
|
|
|
On February 4, 2014, the Company entered into a new non-cancelable 10 year lease agreement with a related party (32.5% of which is beneficially owned by Stephen Saber and Nicholas Saber, two of our officers and directors) with a commencement date of May 1, 2014. The new space is located at 10 Oceana Way, Norwood, Massachusetts and has approximately 10,000 square feet of leased space. Future minimum rent payments under this agreement are $120,000 for the twelve month period ending December 31, 2015. For each of the years ending March 31, 2016 through 2024, the minimum rent payment will be $120,000 and $20,000 for the year ending March 31, 2025. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $34,525 and $0 for the three month period ended December 31, 2014 and 2013 respectively, and $64,309 and $0 for the nine month period ended December 31, 2014 and 2013, respectively. |
|
|
6. |
ACCRUED COMPENSATION |
|
|
|
Accrued compensation at December 31, 2014 includes $1,074,541 of amounts due to the three officers and directors payable under the terms of their employment agreements. |
|
|
7. |
DEFERRED COMPENSATION |
|
|
|
In September 2004 the Company entered into a deferred compensation arrangement with a former stockholder. Under the terms of the arrangement, beginning in January 2005, the former stockholder receives semi-monthly payments of $4,167 through December 2024. The amount included on the Company’s balance sheets at December 31, 2014 and March 31, 2014 represents the net present value of the remaining payments calculated using a discount rate of 5%. The amount of deferred compensation expected to be paid within twelve months of the balance sheet date is classified as a current liability with the remainder classified as non-current. Future maturities of this obligation are as follows: |
Quarter ending December 31: | |||||
2015 | 62,161 | ||||
2016 | 63,345 | ||||
2017 | 68,671 | ||||
2018 | 72,209 | ||||
2019 | 75,908 | ||||
Thereafter | 480,757 | ||||
Total | $ | 823,051 |
8
|
8. |
NOTE PAYABLE - BANK |
|
|
|
Note payable – bank consisted of a revolving line of credit with Boston Private Bank & Trust Company. Under the terms of the agreement the Company could borrow up to $150,000 and interest accrued at the bank’s base rate plus 1% of the outstanding balance. This loan agreement expired on September 30, 2014. This loan was repaid in full on October 6, 2014 with proceeds from the TCA Global Credit financing described in note 9. |
|
|
9. |
REVOLVING LOAN |
|
|
|
On October 6, 2014, the Company borrowed $2,400,000 from TCA Global Credit Master Fund, LP (the “Lender”) pursuant to the terms of a Senior Secured Revolving Credit Facility Agreement, dated September 30, 2014 (the “Credit Agreement”), among the Company, as borrower, and certain of its subsidiaries (the “Subsidiary Guarantors”) as joint and several guarantors, and the Lender. The funds have been and will be used for general corporate purposes, including repayment of certain obligations of the Company. Under the Credit Agreement, the Company may borrow an amount equal to the lesser of 80% of the amount in a certain Lock Box Account (as defined in the Credit Agreement) and the revolving loan commitment, which initially is $1,400,000. The Company may request that the revolving loan commitment be raised by various specified amounts at specified times, up to a maximum of $5,000,000. In each case, the decision to grant any such increase in the revolving loan commitment is at the Lender’s sole discretion. The loan matures on the earlier of March 30, 2015, subject to a six-month extension at the request of the Company, or upon 60 days written notice by the Lender. The Company may prepay the Revolving Loan (as defined in the Credit Agreement), without penalty, provided it is repaid more than 180 days prior to maturity date. If Company prepays more than eighty percent (80%) of the Revolving Loan Commitment within 9 days following the effective date, there is a prepayment penalty equal to 2.5% of the Revolving Loan Commitment (as defined in the Credit Agreement). |
|
|
|
The loan bears interest at the rate of 11% per annum, and the Company will pay certain fees, as set forth in the Credit Agreement. In addition, the Company paid an additional advisory fee of $450,000 to Lender as of December 31, 2014. |
|
|
|
On October 30, 2014, the Company issued to the Lender 4,500,000 shares of redeemable common stock in payment of the advisory fee as stated in the credit agreement. The lender could require the Company to redeem these share for an amount up to $450,000 one year from the effective date of the agreement. On December 16, 2014 the Company and the lender entered into the first amendment to the credit agreement under which the available borrowing amount was increased and the original advisory fee in the amount of $450,000 was added to the outstanding loan amount with the lender and the shares issued on October 30, 2014 were deemed to be in settlement of a new advisory fee in the amount of $225,000. Under the terms of the amendment these shares are redeemable at the option of the lender for an amount up to $225,000 as defined in the agreement. As the redemption option is outside the control of the Company the redemption value of these shares has been recorded in temporary equity on the Company’s balance sheet at December 31, 2014. Including to the advisory fee described above the Company incurred fees totaling $896,350 in order to obtain this debt financing. These fees are being amortized to consulting fees expense over the initial term of the credit agreement which is six months. At December 31, 2014 net deferred financing costs of $448,175 are included on the balance sheet and $448,175 has been included in general and administrative expense for the three and nine month periods ended December 31, 2014. |
|
|
|
The balance of the credit loan agreement is $2,770,987 at December 31, 2014. |
9
|
10. |
ACCOUNTS RECEIVABLE PURCHASE AGREEMENTS |
|
|
|
On April 15, 2014, the Company entered into an accounts receivable purchase agreement with Super G Funding, LLC (Super G). Under this agreement the Company received $250,000 in exchange for accounts receivable of the Company totaling $315,000. This agreement is secured by a security interest in substantially all assets of the Company subordinate to the security interest held by Boston Private Bank. The note requires the Company to make daily payments of $1,676 as the accounts receivable sold under the agreement are collected until such time as the full amount has been collected. The Company is accounting for this transaction as if it were short term note payable. Although the terms of the agreement appear to indicate this is a factoring arrangement without recourse, Financial Accounting Standards Board Accounting Standard Codification (ASC) section 860-10-40-5 “Transfers and Servicing of Financial Assets – DE recognition” states that for such a transaction to be considered a transfer certain criteria must be met. The first of these criteria is the transferred financial assets have been isolated from the transferor, put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. Transferred financial assets are isolated in bankruptcy or other receivership only if the transferred financial assets would be beyond the reach of the powers of a bankruptcy trustee or other receiver for the transferor or any of its consolidated affiliates included in the financial statements being presented. As such the Super G agreement does not appear to result in “isolation of transferred financial assets beyond the reach of the transferor and its creditors.” On December 16, 2014 the balance of this accounts receivable purchase agreement including all interest was paid in full. |
|
|
|
On July 7, 2014, Company entered into a second accounts receivable purchase agreement with Super G under substantially the same terms as the first. This agreement requires the Company to make daily payments of $1,676 as the accounts receivable sold under the agreement are collected until such time as the full amount has been collected. On December 16, 2014 the balance of this accounts receivable purchase agreement including all interest was paid in full. |
|
|
11. |
NOTE PAYABLE-OTHER |
|
|
|
The company received a $50,000 loan on July 26, 2012 in financing related to an exchange agreement which was terminated. The interest rate is 12% per annum. The principle balance of the note has been paid in full as of September 30, 2014. Accrued interest of $10,000 is included in accounts payable and is past due as of December 31, 2014. |
|
|
12. |
CONVERITBLE NOTE PAYABLE |
|
|
|
On December 13, 2013 the Company issued a convertible promissory note. The Purchaser of the note advanced the Company $52,500 in principle net of $2,500 of expense incurred by the purchaser. The note accrued interest at 10% per annum and was due and payable 12 months from the date of issuance. The note was convertible beginning 90 days from issuance at a 37.5% discount to the Volume Weighted Average Price (VWAP) of the common stock for the 10 trading days immediately prior to the conversion date, or the VWAP on the issuance date. The Company determined there was a beneficial conversion feature of $31,500 as of December 31, 2013 based on the intrinsic value of the beneficial conversion feature as calculated using the VWAP on the issuance date of the note. The value of the beneficial conversion feature has been recorded as a discount to the note on the balance sheet at December 31, 2013 and was being amortized using the interest method through the earliest conversion date. This convertible note was repaid in full on July 7, 2014. |
|
|
|
On February 6, 2014 the Company entered into a convertible promissory note agreement with a maximum borrowing limit of $335,000. The purchaser of the note advanced the Company $60,000 net of a 10% original issue discount upon closing of this note. The full principle amount and any unpaid interest was due in full on February 6, 2016. Upon issuance of the note the Company determined there was a beneficial conversion feature with an intrinsic value of $59,659. The note was convertible as of the effective date of the agreement and therefore the entire discount related to the beneficial conversion feature had been charged to interest expense during the year ended March 31, 2014. This convertible note was repaid in full on August 25, 2014. |
10
|
13. |
CONVERTIBLE DEBENTURE |
|
|
|
On April 29, 2014, the Company issued a non-interest bearing convertible debenture. The purchaser of the debenture advanced the Company $175,000 in principle due three years from the issuance date. At any time the purchaser may convert the amount outstanding at a conversion rate equal to 65% of the second lowest closing bid price of the Company’s common stock for the 20 trading days immediately preceding the date of conversion of the debenture. The Company determined there was a beneficial conversion feature with an intrinsic value of $77,405 as of June 30, 2014. The debenture is convertible as of the effective date of the agreement and therefore the entire discount related to the beneficial conversion feature has been recorded in additional paid-in capital and charged to interest expense during the quarter ended June 30, 2014. The Company has also issued 500,000 shares of common stock with an aggregate fair value of $32,000 to the purchaser in connection with this agreement which is included in general and administrative expenses in the statement of operations. |
|
|
|
On November 4, 2014, the purchaser elected to convert $35,000 of the principle amount into 2,153,846 shares of the Company’s common stock. The balance of the convertible debenture at December 31, 2014 is $140,000. On January 27, 2015 the purchaser elected to convert $20,000 of the principle amount into 4,615,384 shares of the Company’s common stock. |
|
|
14. |
CAPITAL LEASE OBLIGATIONS |
|
|
|
The Company leases certain equipment under capital leases expiring in various years through 2018. The net book value of assets held under capital leases at December 31, 2014 and March 31, 2014 is $30,119 and $43,325 respectively. The annual repayments of capital lease obligations at December 31, 2014 are as follows: |
2015 | $ | 16,445 | ||
2016 | 7,776 | |||
2017 | 1,554 | |||
Total minimum lease payments | 25,775 | |||
Less amount representing interest | 1,859 | |||
Present value of minimum lease payments | 23,916 | |||
Present value of minimum lease payments due within one year | 14,262 | |||
Present value of net minimum lease payments due beyond one year | $ | 9,654 |
15. |
CLIENT FUNDS PASS THROUGH LIABILITY |
|
|
|
The Company collects and receives funds from attendees who register for our clients’ upcoming events. Per the terms of the contracts, the Company remits the balance of funds collected to its clients at 30 and 45 days post event. The Company client funds pass through liability at December 31, 2014 and March 31, 2014 is $27,288 and $397,559 respectively. |
|
|
16. |
STOCKHOLDERS’ EQUITY |
|
|
|
On April 29, 2014 the Company issued 500,000 shares of its common stock with an aggregate fair value of $32,000 to the purchaser in connection with the agreement in note 13. |
|
|
|
On October 15, 2014 the Company also agreed to issue 3,000,000 shares of its common stock as an advisory fee to an agent for its services related to the credit loan agreement. The fair value of these shares was $.02 per share on October 15, 2014. The Company has recorded accrued expenses of $60,000 as of December 31, 2014. This amount is included in the deferred financing costs. |
|
|
|
As described in note 9 the Company issued 4,500,000 redeemable common shares to TCA Global Credit Master Fund, LP in payment of advisory fees as defined in the credit agreement. These shares had a fair value of $225,000 on the date of issuance and that value is guaranteed by the Company under the terms of the agreement. |
11
|
|
On November 4, 2014 the Company issued 2,153,846 shares of its common stock with a fair value of $0.02 per share on the issuance date to the holder of its outstanding convertible debenture upon election of the holder of the debenture to convert an amount representing outstanding principle of $35,000. See note 13. |
|
|
|
On November 22, 2014 the Company issued 2,033,333 shares of its common stock with a fair value on the issuance date of $.03 per share to a consultant for services provided under an agency and broker fee agreement. The Company recorded an expense of $61,000 as a result of the issuance of these shares. |
|
|
17. |
STOCK-BASED COMPENSATION |
The Company recorded the stock-based compensation expense attributable to options of $13,740 and $40,246 during the three and nine month period ended December 31, 2014. There was no stock based compensation recognized during the three months ended December 31, 2013. At December 31, 2014, there was $169,762 unrecognized compensation cost related to non-vested stock options and $56,587 unrecognized compensation related to vested stock options which will be recognized through July 2017.
Summary of Options Activity
Stock Options | |||||||||||
Weighted | |||||||||||
Average | |||||||||||
Exercise | |||||||||||
Options | Price | ||||||||||
Outstanding, October 1, 2014 |
1,775,000 |
$ |
- |
||||||||
Granted |
- |
$ |
- |
||||||||
Exercised |
- |
$ |
- |
||||||||
Forfeited or expired |
(35,000 |
) |
$ |
0.17 |
|||||||
Outstanding, December 31, 2014 |
1,740,000 |
$ |
0.17 |
18. |
COMMITMENTS AND CONTINGENCIES |
|
|
|
Employment agreements – On April 1, 2013 the Company entered into employment agreements with three of its executive stockholders. Each of these agreements has a five year term beginning April 1, 2013 and ending on April 1, 2018. Unless otherwise terminated each of these agreements shall annually extend for one additional year beginning on the second anniversary date of each agreement. Compensation under these agreements is as follows. |
|
|
|
Stephen Saber, chief executive officer of the Company is to receive an annual base salary of $350,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive’s annual base salary in effect at the time of termination. |
12
|
|
Nicholas Saber, president of the Company is to receive an annual base salary of $275,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive’s annual base salary in effect at the time of termination. |
|
|
|
John Saber, chief information officer of the Company is to receive an annual base salary of $225,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive’s annual base salary in effect at the time of termination. |
|
|
|
Effective January 1, 2014, amendments were approved to the existing employment agreements with its three officers and directors: Stephen Saber, Nicholas Saber and John Saber. |
|
|
|
The amendments to the individual agreements provide for an initial base salary, commencing January 1, 2014, of $250,000 for Stephen Saber, $200,000 for Nicholas Saber, and $200,000 for John Saber. The amendment has removed the provision to automatically increase the officers’ base salaries 7% on April 1 of each year. The amendment also removed providing bonus compensation equal to 1.5% of all monthly net revenues of the Company. |
|
|
|
Effective September 26, 2014, amendment No. 2 was approved to the existing employment agreements with its three officers and directors: Stephen Saber, Nicholas Saber and John Saber. |
|
|
|
Amendment No. 2 to the individual agreements provide for an initial base salary, commencing September 16, 2014, of $350,000 for Stephen Saber, $275,000 for Nicholas Saber, and $225,000 for John Saber. Amendment No. 2 automatically increases the officers’ base salaries 7% on April 1 of each year. Amendment No. 2 also provides bonus compensation equal to 1.5% of all monthly net revenues of the Company. |
|
|
|
Office Lease Agreement – On October 6, 2014, with the acquisition of You Everywhere Now, LLC., the Company has new office space located at 591 Camino De La Reina, San Diego, CA. The sublease expires on March 31, 2018. Future minimum rent payments under this agreement are $76,113 for the twelve month period ending December 31, 2015. For the year ending March 31, 2016, the minimum rent payment is $76,869, $79,943 for the year ending March 31, 2017, and $83,141 for the year ending March 31, 2018. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $14,015 and $0 for the three and nine month period ended December 31, 2014 and 2013 respectively. |
|
|
19. |
SUBSEQUENT EVENTS |
|
|
|
On January 27, 2015, $20,000 of the principle amount of debenture was converted into 4,615,384 shares of common stock. |
|
|
|
Management of the Company has evaluated subsequent events through the date these financial statements were issued and determined there are no other subsequent events that require disclosure. |
13
|
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. As used in this quarterly report, the terms "we", "us", "our company", and "Pulse" mean The Pulse Network, Inc., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.
Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of operations for three and nine month periods ended December 31, 2014 compared to three and nine months ended December 31, 2013.
Revenues and Cost of Revenues
During the three and nine month periods ended December 31, 2014 and 2013 the Company generated revenues from 2 primary business segments, being:
· |
Revenues earned from usage of the Pulse Network Platform for management and support of client events or conferences. |
|
· |
Revenues earned by providing ongoing development and support for client content and digital marketing programs. |
Three Months Ended December 31, 2014 and 2013
Total revenues for the three months ended December 31, 2014 increased by 111% to $2,198,574 from $1,042,708 during the three months ended December 31, 2013.
The increase for the three months ended December 31, 2014 is mainly attributable to the increase in customers from the acquisition of You Everywhere Now, LLC which totaled $1,363,042.
Cost of revenues for the three months ended December 31, 2014 increased by 9.4% to $353,117 from $322,698 during the three months ended December 31, 2013. This increase is mainly attributable to increase in external contractors, client services payroll, and credit card processing fees.
Cost of revenues include $366 of stock-based compensation for the three months ended December 31, 2014 compared to $(5,773) for the three months ended December 31, 2013.
14
|
Nine Months Ended December 31, 2014 and 2013
Total revenues for the nine months ended December 31, 2014 increased by 30.8% to $3,403,244 from $2,601,847 during the nine months ended December 31, 2013.
The increase for the nine months ended December 31, 2014 is mainly attributable to the increase in customers from the acquisition of You Everywhere Now, LLC which totaled $1,363,042.
Cost of revenues for the nine months ended December 31, 2014 decreased by 17.1% to $619,756 from $747,446 during the nine months ended December 31, 2013. This decrease is mainly attributable to a decrease in pulse advisors payroll.
Cost of revenues include $936 of stock-based compensation for the nine months ended December 31, 2014 compared to $1,056 for the nine months ended December 31, 2013.
Selling and Marketing
Three Months Ended December 31, 2014 and 2013
Selling and marketing expenses for the three months ended December 31, 2014 increased by 5.5% to $144,952 from $137,441 for the three months ended December 30, 2013. The increase in selling and marketing expenses is attributable to an increase in sales payroll.
Selling and marketing expenses include $3,537 of stock-based compensation for the three months ended December 31, 2014 compared to $(20,529) for the three months ended December 31, 2013.
Nine Months Ended December 31, 2014 and 2013
Selling and marketing expenses for the nine months ended December 31, 2014 decreased by 40.6% to $261,170 from $439,775 for the nine months ended December 31, 2013. The decrease in selling and marketing expenses is attributable to a reduction in sales payroll from having fewer people.
Selling and marketing expenses include $10,611 of stock-based compensation for the nine months ended December 31, 2014 compared to $10,529 for the nine months ended December 31, 2013.
General and Administrative
Three Months Ended December 31, 2014 and 2013
General and administrative expenses for the three months ended December 31, 2014 increased by 226.4% to $2,304,550 from $706,027 for the three months ended December 30, 2013. The increase in general and administrative expenses is mainly attributable to an increase in costs related to financing the acquisition of You Everywhere Now, LLC., IT payroll, commissions, advertising expenses, customer service payroll, and marketing payroll.
General and administrative expenses includes $9,837 of stock-based compensation for the three months ended December 31, 2014 compared to $10,651 for the three months ended December 31, 2013.
15
|
Nine Months Ended December 31, 2014 and 2013
General and administrative expenses for the nine months ended December 31, 2014 increased by 66.2% to $3,506,374 from $2,109,378 for the nine months ended December 31, 2013. The increase in general and administrative expenses is mainly attributable to an increase in costs related to financing the acquisition of You Everywhere Now, LLC., IT payroll, commissions, customer service payroll, and advertising expenses.
General and administrative expenses includes $28,699 of stock-based compensation for the nine months ended December 31, 2014 compared to $32,278 for the nine months ended December 31, 2013.
Net Loss Attributable to the Company
Three Months Ended December 31, 2014 and 2013
The net loss attributable to the Company for the three months ended December 31, 2014 increased 564.1% to $987,493 compared to $148,705 for three months ended December 31, 2013. The increase is mainly attributable to costs related to financing of the acquisition of You Everywhere Now, LLC.
Nine Months Ended December 31, 2014 and 2013
The net loss attributable to the Company for the nine months ended December 31, 2014 increased 110.9% to $1,627,544 compared to $771,558 for nine months ended December 31, 2013. The increase is mainly attributable to costs related to financing of the acquisition of You Everywhere Now, LLC.
Liquidity and Capital Resources
As of December 31, 2014 the Company’s total current assets were $510,190 and current liabilities were $6,048,583. On December 31, 2014 the Company had an accumulated deficit of $5,687,066. For the nine months ended December 31, 2014 the Company financed its operations with net proceeds from credit loan agreement in the amount of $690,045, proceeds from convertible debenture in the amount of $175,000, proceeds from a note payable related party of $100,000, and $196,000 in advances from affiliates. As a result, the Company had a working capital deficit of $5,538,393 on December 31, 2014 compared with a working capital deficit of $2,622,805 at March 31, 2014.
Operating activities used cash of $679,985 during the nine months ended December 31, 2014 compared to using cash of $146,522 during the nine months ended December 31, 2013.
There was $166,668 in cash provided by investing activities during the nine months ended December 31, 2014 compared to using cash of $4,596 during the nine months ended December 31, 2013.
Financing activities provided cash of $679,985 during the nine months ended December 31, 2014, compared to $202,371 during the nine months ended December 31, 2013.
2014 financing activities primarily consists of net proceeds of $690,045 from credit loan agreement, $175,000 from a convertible debenture, $100,000 from a note payable related party, $196,000 in advances from affiliates, less repayment of bank debt, accounts receivable purchase agreements, proceeds from note payable, issuance of convertible debt, note payable related party, stockholders borrowings and capital lease obligations.
2013 financing activities primarily consist of proceeds totaling $140,000 from issuance of common stock in a private placement, $103,789 in an interest bearing related party loan, $52,500 from issuance of convertible note, less repayment of bank debt, stockholders borrowings and capital lease obligations.
16
|
Off-Balance Sheet Arrangements
As of December 31, 2014, the Company had no off balance sheet arrangements that have had or that would be expected to be reasonably likely to have a future material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
Item 4. Controls and Procedures.
During the period ended December 31, 2014, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2014.
17
|
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently involved in any legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended March 31, 2014, as filed with the Securities and Exchange Commission on June 30, 2014.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
As of December 31, 2014, we are not in default with respect to any indebtedness.
Item 5. Other Information
There is no other information to report at this time.
18
|
Item 6. Exhibits.
EXHIBIT INDEX
Exhibit |
Description |
|
2.1 |
Share Exchange Agreement, dated March 29, 2013, by and among the Registrant, The Pulse Network, Inc., a Massachusetts corporation (“The Pulse Network”), and the holders of common stock of The Pulse Network. (2) |
|
2.2 |
Form of Articles of Share Exchange (2) |
|
3.1.1 |
Form of Articles of Incorporation (1) |
|
3.1.2 |
Form of Certificate of Amendment to Articles of Incorporation (2) |
|
3.1.3 |
Form of Certificate of Change (2) |
|
3.1.4 |
Form of Certificate of Designation for Series A Preferred Stock (2) |
|
3.1.5 |
Form of Certificate of Designation for Series B Preferred Stock (2) |
|
3.1.6 |
Form of Amendment to Certificate of Designation for Series B Preferred Stock (2) |
|
3.1.7 |
Bylaws (1) |
|
4.1 |
2013 Stock Option Plan (2) |
|
10.1 |
Lease Agreement dated April 2005, by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2) |
|
10.2 |
Amendment of Lease dated June 2005 by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2) |
|
10.3 |
Second Amendment of Lease dated July 1, 2006 by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2) |
|
10.4 |
Employment Agreement dated March 29, 2013, by and between the Registrant and Stephen Saber (2) |
|
10.5 |
Employment Agreement dated March 29, 2013, by and between the Registrant and Nicholas Saber (2) |
|
10.6 |
Employment Agreement dated March 29, 2013, by and between the Registrant and John Saber (2) |
|
10.7 |
Stock Redemption Agreement dated March 29, 2013 by and between the Registrant and Mohamed Ayad (2) |
|
31.1 |
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
31.2 |
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
101.INS * |
XBRL Instance Document |
|
101.SCH * |
XBRL Taxonomy Extension Schema Document |
|
101.CAL * |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF * |
XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB * |
XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE * |
XBRL Taxonomy Extension Presentation Linkbase Document |
_______________
* |
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
(1) |
Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-174443), as filed with the Securities and Exchange Commission on May 24, 2011. |
(2) |
Filed and incorporated by reference to the Company’s Current Report on Form 8-K (File No. 000-54741), as filed with the Securities and Exchange Commission on March 29, 2013. |
19
|
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 thereunto duly authorized.
The Pulse Network, Inc. |
|||
Date: February 17, 2015 |
By: |
/s/ Stephen Saber |
|
Stephen Saber |
|
||
Chief Executive Officer (Principal Executive Officer) |
|
20