Quarterly Report (10-q)

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 June 30, 2017

¨	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 o

Indicate by check mark whether the registrant has submitted 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 o

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	x	Smaller reporting company	x
		Emerging growth Company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the issuer’s common stock, par value $0.001 per share, at May 20, 2019 was 720,544,746 shares.

THE PULSE NETWORK, INC.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	26
Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

THE PULSE NETWORK, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, 2017 and MARCH 31, 2017

	June 30,			March 31,
	2017			2017
ASSETS

CURRENT ASSETS:
Cash	$	59,572		$	62,658
Accounts receivable at June 30, 2017 and March 31, 2017 respectively		179,220			112,891
Prepaid expenses and deposits		31,919			13,487

Total current assets		270,711			189,036

OTHER ASSETS:
Other assets		23,714			23,714

TOTAL ASSETS	$	294,425		$	212,750

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Revolving loan	$	1,342,498		$	1,335,901
Debt purchase agreement		(360	)		(360	)
Promissory note		670,000			670,000
Convertible debenture, net		108,000			105,241
Derivative liabilities		390,474			239,798
Accounts payable		542,119			550,316
Accrued compensation		2,883,044			2,719,999
Accrued expenses		231,151			259,065
Current portion of capital lease obligations		-			1,023
Deferred revenue		289,032			327,795
Client funds pass thru liability		29,400			26,924
Advances from stockholders		278,861			316,361
Current portion of note payable related party		33,563			64,813
Note Payable - stockholders		110,100			110,100
Current portion of related party loan		121,500			121,500
Advances from affiliates		193,800			193,800
Current portion of deferred compensation		65,754			65,754

Total current liabilities		7,288,936			7,108,030

DEFERRED COMPENSATION, net of current portion		689,706			689,706
SECURITY DEPOSIT		3,646			1,146
RELATED PARTY LOAN, net of current portion		56,000			56,000

COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK		205,160			205,160
STOCKHOLDERS' 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
Series C convertible preferred stock, $0.001 par value, authorized, issued and outstanding 500,000		500			500
Common stock: $0.001 par value, authorized, 500,000,000 shares; issued and outstanding, 720,544,746 and 720,544,746 shares, respectively		720,554			720,554
Additional paid-in capital		1,516,109			1,516,109
Accumulated deficit		(10,201,187	)		(10,099,456	)

Total stockholders' deficiency		(7,743,863	)		(7,642,132	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	294,425		$	212,750

The accompanying notes are an integral part of these consolidated financial statements

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THE PULSE NETWORK, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2017 AND 2016

	2017			2016

NET SALES	$	761,035		$	804,988

COST OF SALES		116,442			183,479

GROSS PROFIT		644,593			621,509

SELLING EXPENSES		5,317			6,249
GENERAL AND ADMINISTRATIVE EXPENSES		495,446			1,312,781

NET INCOME (LOSS) FROM OPERATIONS		143,830			(697,521	)

OTHER INCOME		11,679			-
DERIVATIVE INCOME (EXPENSE)		(150,676	)		(49,469	)
INTEREST EXPENSE		(106,564	)		(105,563	)

NET INCOME (LOSS)	$	(101,731	)	$	(852,553	)

NET INCOME (LOSS) PER COMMON SHARE, basic and diluted	$	0.00		$	(0.00	)

WEIGHTED AVERAGE SHARES USED IN PER SHARE
COMPUTATION, basic and diluted		720,554,746			607,818,669

The accompanying notes are an integral part of these consolidated financial statements

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THE PULSE NETWORK, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIOD ENDED JUNE 30, 2017 AND 2016

					Preferred
	Redeemable Common Stock				Series A				Series B				Series C				Common				Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance March 31, 2016		-	$	205,160		1,000	$	1		15,000,000	$	15,000		500,000	$	500		405,391,746		405,391		1,703,981			(8,700,468	)		(6,370,434	)

Stock-based compensation		-		-		-		-		-		-		-		-		-		-		10,041			-			10,041
Common shares issued under debt purchase agreement		-		-		-		-		-		-		-		-		315,163,000		315,163		(281,623	)		-			33,540
Series C converitible preferred stock issued under credit agreement		-		-		-		-		-		-		-		-		-		-		-			-			-
Application of derivative liability for conversion of debt via common stock		-		-		-		-		-		-		-		-		-		-		53,587			-			53,587
Net loss		-		-		-		-		-		-		-		-		-		-		-			(852,553	)		(852,553	)

Balance June 30, 2016		-		205,160		1,000		1		15,000,000		15,000		500,000		500		720,554,746		720,554		1,485,986			(9,553,021	)		(7,125,819	)

Stock-based compensation		-		-		-		-		-		-		-		-		-		-		30,123			-			30,123
Common shares issued under debt purchase agreement		-		-		-		-		-		-		-		-		-		-		-			-			-
Series C converitible preferred stock issued under credit agreement		-		-		-		-		-		-		-		-		-		-		-			-			-
Application of derivative liability for conversion of debt via common stock		-		-		-		-		-		-		-		-		-		-		-			-			-
Net loss		-		-		-		-		-		-		-		-		-		-		-			(546,435	)		(546,435	)

Balance March 31, 2017		-		205,160		1,000		1		15,000,000		15,000		500,000		500		720,554,746		720,554		1,516,109			(10,099,456	)		(7,642,132	)

Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-			-			-
Common shares issued under debt purchase agreement		-		-		-		-		-		-		-		-		-		-		-			-			-
Series C converitible preferred stock issued under credit agreement		-		-		-		-		-		-		-		-		-		-		-			-			-
Application of derivative liability for conversion of debt via common stock		-		-		-		-		-		-		-		-		-		-		-			-			-
Net income (loss)		-		-		-		-		-		-		-		-		-		-		-			(101,731	)		(101,731	)

Balance June 30, 2017		-	$	205,160		1,000	$	1		15,000,000	$	15,000		500,000	$	500		720,554,746		720,554		1,516,109			(10,201,187	)		(7,743,863	)

The accompanying notes are an integral part of these consolidated financial statements

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THE PULSE NETWORK, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS JUNE 30, 2017 AND 2016

	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(101,731	)	$	(852,553	)
Adjustments to reconcile net loss to net cash provided (used for) by operating activities:
Stock-based compensation		-			10,041
Depreciation		-			48,110
Amortization of intangible assets		-			788,324
Derivative income (expense)		150,676			49,469
Changes in operating assets and liabilities:
Accounts receivable		(66,329	)		(111,476	)
Prepaid expenses and deposits		(18,432	)		1,605
Other assets		-			363
Accounts payable		(8,197	)		17,738
Accrued compensation		163,045			200,006
Accrued expenses		(25,155	)		(100,794	)
Deferred revenue		(38,763	)		5,215
Client funds pass thru		2,476			-
Security deposit		2,500			-
Deferred compensation		-			(15,932	)

Net cash provided by operating activities		60,090			40,116

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from revolving loan		6,597			(84,686	)
Proceeds from debt purchase agreement		-			20,000
Net of advances from stockholders		(37,500	)		(2,716	)
Repayment of current portion of note payable related party		(31,250	)		-
Payments of capital lease obligations		(1,023	)		(1,777	)

Net cash used for financing activities		(63,176	)		(69,179	)

NET INCREASE (DECREASE) IN CASH		(3,086	)		(29,063	)
CASH:
Beginning of period		62,658			43,822

End of period	$	59,572		$	14,759
SUPPLEMENTAL CASH FLOWS DISCLOSURE

The accompanying notes are an integral part of these consolidated financial statements

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THE PULSE NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS

The Pulse Network, Inc. (the “Company”) was founded in 2002 as Exgenex, Inc., a New York Corporation. In 2008, the Company incorporated in Massachusetts under the name CrossTech Group, Inc. In 2011 the Company changed its name to The Pulse Network, Inc. The Company provides a cloud-based platform focused on content marketing and event solutions.

Pulse Network Management LLC (PNM) is a wholly owned subsidiary of The Pulse Network Inc. PNM’s sole function is leasing employees to the Company. The entire workforce of the Company is leased from PNM.

The Pulse Network, Inc., a Massachusetts corporation, also the beneficial owner of The Pulse Network Management, LLC, a Massachusetts limited liability company. The Pulse Network Management, LLC reports all employee and payroll related expenses for The Pulse Network, Inc., a Massachusetts corporation

2. GOING CONCERN

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 June 30, 2017 the Company has an accumulated deficit of $10,201,187 and has negative working capital of $7,018,225. 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.

3. 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.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Reclassifications - Certain previously reported amounts have been reclassified to conform to the current year’s presentation. The reclassification had no effect on the previously reported net income.

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Cash - The Company maintains its cash balances in one financial institution. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. Bank deposits at times may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts Receivable - Accounts receivable represent balances due from customers. Credit risk associated with these balances is evaluated by management relative to financial condition and past payment experience. Balances that remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts.

Property and Equipment - Property and equipment is stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-Lived Assets – Long-lived assets, such as property, equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated future undiscounted net cash flows of the related asset or group of assets over their remaining lives. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent of other groups of assets. The impairment of long-lived assets requires judgments and estimates. If circumstances change, such estimates could also change.

Concentrations of Sales to Certain Customers – During the three month period ended June 30, 2017, the Company had sales to two customers that accounted for approximately 54% of total revenue.

Revenue Recognition - The Company’s revenue consists principally of event platform revenue derived from management of customer events and recognized at the conclusion of the event and content marketing platform and other revenue are derived from providing ongoing solutions related to customer website content and are recognized as services are provided over the life of the contract.

Deferred Revenue - Deferred revenue consists of billings or payments received for future events in advance of revenue recognition. The Company recognizes these billings and payments as revenue when the revenue recognition criteria are met.

Income Taxes – An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carry forwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

The Company recognizes in its consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company did not have any unrecognized tax benefits or accrued interest and penalties during the years ended March 31, 2017 and 2016 and does not anticipate having any unrecognized tax benefits over the next twelve months. The Company is subject to audit by the IRS for tax periods commencing January 1, 2011.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2017, and March 31, 2017, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the Company’s stock price at the date of conversion.

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Fair Value Measurements

The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

	·	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	·	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At June 30, 2017 and March 31, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

	Fair Value		Fair Value Measurements at
	As of		June 30, 2017
	June 30,		Using Fair Value Hierarchy
Description	2017		Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	390,474	$	-	$	390,474	$	-

Total	$	390,474	$	-	$	390,474	$	-

	Fair Value		Fair Value Measurements at
	As of		March 31, 2017
	March 31,		Using Fair Value Hierarchy
Description	2017		Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	239,798	$	-	$	239,798		-

Total	$	239,798	$	-	$	239,798		-

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 815.

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4.	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.

	The Company paid consideration to the seller comprised of a promissory note payable to the seller in the amount of $1,170,000 and cash of $1,047,560 financed through debt proceeds. 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 and accounts receivable of $29,127. The excess of the consideration paid over the fair value of the assets acquires totaling $694,133 was recorded as goodwill on the Company’s balance sheet at December 31, 2014. The Company estimated the useful lives of the various identifiable intangible assets acquired to be between two and fifteen years.

	During the quarter ended December 31, 2015 the Company determined that circumstances indicated that the fair value of goodwill and intangible assets acquired in the You Everywhere Now acquisition was impaired. The Company determined based on its analysis of fair value of these assets at December 31, 2015 that goodwill should be written off in its entirety and the customer lists should be written down to their estimated fair value of $762,467 and amortized over their estimated remaining useful life of two years. The total amount of the impairment loss recognized of $1,231,396 consists of goodwill in the amount of $694,133, and intangible assets in the amount of $537,26.

	During the quarter end June 30, 2016, the Company wrote off the remaining balance of intangible assets due to the continuous decline in sales related to the assets acquired in the You Everywhere Now acquisition.

	Intangible assets at June 30, 2017 and March 31, 2017 consist of the following:

	June 30, 2017		March 31, 2017
Total customer list-active & non-active	$	-	$	762,467
Non-compete agreement		-		191,900
Trademarks		-		185,340
Software/database		-		61,779
		-		1,201,486
Accumulated amortization		-		(1,201,486	)

Intangible assets, net	$	-	$	-

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 year ended ended March 31, 2015 as acquisition related expenses.

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5.	ASSET PURCHAE AGREEMENT

	On October 5, 2015, the Company entered into an Asset Purchase Agreement with MikeKoenigs.com Inc. (“Buyer”). The Company sold full ownership, intellectual property and administrative rights to all Publish and Profit courses and products, including the main product plus certification products, all Top Gun Consulting Toolkit courses and products, including the main product plus certification products, the Publish and Profit Facebook Group, the Publish and Profit Kajabi Site, all Publish and Profit digital assets on Amazon S3, Youtube or Vimeo, all Publish and Profit customer records, spreadsheets, and customer data, all You Everywhere Now “YEN” assets including the You Everywhere Now Facebook Group. The Company and Buyer agreed to decrease the promissory note due to Buyer from $1,170,000 to $670,000, along with $45,600 of interest accrued and payable as of June 30, 2015, $4,500 in certain outstanding miscellaneous expenses, and sublease of certain office space described in Settlement Agreement is terminated as of September 1, 2015. The foregiveness of the note payable balance in the amount of $550,100 was recorded in other expenses as of December 31, 2015. Pursuant to that certain Promissory Note, dated October 3, 2014, in the principle amount of $1,250,000, made by The Pulse Network, Inc., a Massachusetts corporation (the “Pulse Massachusetts”), to MikeKoenigs.com, Inc., a Minnesota corporation (“MikeKoenigs.com”), the Pulse Massachusetts owes $670,000 to MikeKoenigs.com as of June 30, 2017.

6.	PROPERTY AND EQUIPMENT

	Property and equipment at June 30, 2017 and March 31, 2017 consists of the following:

	June 30, 2017		March 31, 2017
Computer equipment	$	-	$	197,033
Audio and video equipment		-		109,071
Furniture and fixtures		-		12,478
Office equipment		-		55,189
Event equipment		-		73,178
		-		446,949
Accumulated depreciation		-		(446,949	)

Property and equipment, net	$	-	$	-

7. RELATED PARTY TRANSACTIONS

Advances from stockholder at December 31, 2015 and March 31, 2015, consists of non-interest bearing advances of $91,397 from Stephen Saber. These advances have no set repayment terms.

Note payable related party consists of a loan from John C. Saber, the father of the three majority stockholders. Under the terms of the 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, 2015 and March 31, 2015 is $64,813.

Related party loan at December 31, 2015 consists of loans previously due to Stephen Saber in the amount of $111,500 and Nicholas C. Saber in the amount of $10,000. Accrued interest of $15,340 and $8,806 is included in accrued liabilities at December 31, 2015 and March 31, 2015, respectively. These loans were transferred to Crosstech Partners, LLC during the fourth quarter of fiscal 2014. Stephen, Nicholas and John Saber own 100% of Crosstech Partners, LLC. The loan bears interest at 6.5% and matured with all unpaid principal and interest due on September 3, 2015. The principle and accrued interest balances of the related party loan for $121,500 are past due at December 31, 2015.

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	On September 15, 2015, the Company entered into a second loan agreement with related party Crosstech Partners, LLC for $35,000. The loan bears interest at 6% per annum and matures with all unpaid principle and interest due on September 15, 2018. Accrued interest of $705 and $0 is included in accrued liabilities at December 31, 2015 and March 31, 2015, respectively. On October 2, 2015, the Company entered into a third loan agreement with related party Crosstech Partners, LLC for $21,000. The loan bears interest at 6% per annum and matures with all unpaid principle and interest due on October 2, 2018. Accrued interest of $317 and $0 is included in accrued liabilities at December 31, 2015 and March 31, 2015, respectively. Note payable – stockholders consist 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 original loan terms stated repayment of the loan was to be made in full by June 1, 2014 including interest at 8.6% per annum. During the year ended March 31, 2015 the maturity date of the loan was extended to June 30, 2016. 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 was amortized through a charge to interest expense using the interest method over the original term of the loan. Accrued interest of $14,989 and $7,889 is included in accrued liabilities at December 31, 2015 and March 31, 2015, respectively. Advances from affiliate consists of $193,800 at December 31, 2015 and March 31, 2015 represents advances from Crosstech Partners, LLC with no stated repayment terms. The Company leases its office space under a non-cancelable lease agreement with a related party which expires April 30, 2024. Future minimum rent payments under this agreement are $32,859 for the year ending March 31, 2016. For each of the years ending March 31, 2017 through 2024 the minimal rent payment will be $131,433 and $21,906 for the year ending March 31, 2025. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $50,775 and $51,534 for the three month periods ended June 30, 2017 and 2016 respectively.

8.	ACCRUED COMPENSATION

	Accrued compensation as of June 30, 2017 and March 31, 2017 includes $2,883,044 and $2,719,999, respectively of amounts due to the three officers and directors payable under the terms of their employment agreements.

9.	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, 2015 and March 31, 2015 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:

Year ending December 31:

2017		32,672
2018		68,264
2019		71,760
2020		75,435
2021		79,299
Thereafter		428,030
Total	$	755,460

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10.	REVOLVING LOAN

	On October 6, 2014, the Company borrowed $2,400,000 from TCA Global Credit Master Fund, LP (the “Lender” or “TCA”) 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 original maturity date of this loan was on the earlier of March 30, 2015 and has been extended to November 1, 2016, 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 required the Company to pay certain fees, as set forth in the Credit Agreement. In addition, the Company paid an additional advisory fee of $450,000 to Lender during the quarter ended 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 shares 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. On September 14, 2015, TCA sold the 4,500,000 redeemable common shares to a third party for net proceeds of $19,840. As a result of the sale of the redeemable common shares by TCA the Company is obligated to issue additional redeemable common shares to TCA which have a fair value of $205,160 or to settle this obligation in cash. 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, 2015 and March 31, 2015. In addition to the advisory fee described above the Company incurred fees totaling $896,350 in order to obtain this debt financing. These fees were included in general and administrative expense during the third and fourth quarters of 2015. On April 1, 2015, the Company and the lender entered into a second amendment to the Credit Agreement under which additional financing fees totaling $325,000 were added to the balance of the revolving loan and the maturity date was extended to November 1, 2016. The advisory fees are included in general and administrative expenses for the nine months ended December 31, 2015.

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On October 1, 2015, TCA Global Credit Master Fund, LP, elected to convert $46,983 of outstanding principle due under the convertible promissory note agreement into 8,542,398 shares of the Company’s common stock at a conversion price of $.0055 per share.

Effective December 3, 2015, the Company and the lender entered into a third amendment to the Credit Agreement under which the Company and lender agreed to modify and revise the estimated over-advance payment from $4,500 per day to $1,667 per day for the remainder of the term of the Credit Agreement. The Company also agreed to pay the lender a $500,000 advisory fee by issuing the lender shares of Series C Convertible Preferred Stock. The advisory fee is included in general and administrative expenses for the year ended March 31, 2016.

Pursuant to that certain Senior Secured Credit Facility Agreement dated as of September 30, 2014, but made effective as of October 3, 2014, by and among, The Pulse Network, Inc., a Nevada corporation (the “Company”), The Pulse Network Management, LLC, a Massachusetts limited liability company, and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA Global Credit Master Fund”), as amended, the Company owes $1,342,498 to TCA Global Credit Master Fund as of June 30, 2017.

11. DEBT PURCHASE AGREEMENT

The Company entered into that certain Debt Purchase Agreement (the “Debt Purchase Agreement”), dated December 31, 2015, by and among the Company, TCA and Rockwell Capital Partners (“Rockwell”), pursuant to which TCA assigned to Rockwell $300,000 of debt (the “Assigned Debt”) evidenced by that certain Second Replacement Revolving Note, dated as of April 1, 2015, in the principal amount of $2,828,037.03 made by the Company to TCA. Under the Debt Purchase Agreement, the Assigned Debt will be assigned from TCA to Rockwell in six tranches of $50,000 each, with the first tranche having been assigned with the execution of the Debt Purchase Agreement, and tranches two though six, taking place 30 days after the assigned of the prior $50,000 tranche assignment.

On January 25, 2016, pursuant to the terms and conditions of the Debt Purchase Agreement, the Company made that certain Fourth Replacement Revolving Note A, dated January 21, 2016, in the principal sum of $50,000 (the “Third Replacement Revolving Note A”) that certain Fourth Replacement Revolving Note A, dated January 21, 2016, in the principal sum of $1,867,589.48 (collectively, the “Two Fourth Replacement Revolving Notes”). Two Fourth Replacement Revolving Notes replace the Two Third Replacement Revolving Notes.

The Two Fourth Replacement Revolving Notes pay interest at a rate of 11% per annum. At any time while either of the Two Fourth Replacement Revolving Notes are outstanding, upon the occurrence of an Event of Default (as defined in the Two Fourth Replacement Revolving Notes), TCA or any other holder of either of the Two Fourth Replacement Revolving Notes, may convert all or any portion of the outstanding principal accrued and unpaid interest and any other sums due and payable or under any of the other Transaction Documents (such total amount, the “Conversion Amount”) into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by(ii) eighty-five percent (85%) of the lowest volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the conversion date, as indicated in the conversion notice (the denominator) (the “Conversion Price”).

On January 4, 2016, the Company received $50,000 in the first purchase tranche from assignee of the debt. These proceeds were used to repay a portion of the revolving loan balance.

On January 4, 2016, the assignee of the debt purchase agreement converted $5,400 of the principle due to 2,000,000 shares of the Company’s common stock at a conversion price of $.0027 per share.

On January 6, 2016, the assignee of the debt purchase agreement converted $10,080 of the principle due to 4,000,000 shares of the Company’s common stock at a conversion price of $.00252 per share.

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	On January 8, 2016, the assignee of the debt purchase agreement converted $10,800 of the principle due to 6,000,000 shares of the Company’s common stock at a conversion price of $.0018 per share.

	On January 12, 2016, the assignee of the debt purchase agreement converted $10,560 of the principle due to 8,000,000 shares of the Company’s common stock at a conversion price of $.00132 per share.

	On January 15, 2016, the assignee of the debt purchase agreement converted $9,600 of the principle due to 8,000,000 shares of the Company’s common stock at a conversion price of $.0012 per share. On January 21, 2016, the assignee of the debt purchase agreement converted $3,560 of the principle due to 3,955,000 shares of the Company’s common stock at a conversion price of $.0009 per share. On January 27, 2016, the Company received proceeds of $50,000 in a second purchase tranche from assignee of the debt. These proceeds were used to repay a portion of the revolving loan balance. On January 27, 2016, the assignee of the debt purchase agreement converted $7,800 of the principle due to 10,000,000 shares of the Company’s common stock at a conversion price of $.00078 per share. On February 3, 2016, the assignee of the debt purchase agreement converted $6,600 of the principle due to 10,000,000 shares of the Company’s common stock at a conversion price of $.00066 per share. On February 5, 2016, the assignee of the debt purchase agreement converted $6,600 of the principle due to 10,000,000 shares of the Company’s common stock at a conversion price of $.00066 per share. On February 9, 2016, the assignee of the debt purchase agreement converted $6,600 of the principle due to 10,000,000 shares of the Company’s common stock at a conversion price of $.00066 per share. On February 11, 2016, the assignee of the debt purchase agreement converted $6,600 of the principle due to 10,000,000 shares of the Company’s common stock at a conversion price of $.00066 per share. On February 16, 2016, the assignee of the debt purchase agreement converted $5,400 of the principle due to 10,000,000 shares of the Company’s common stock at a conversion price of $.00054 per share. On February 19, 2016, the assignee of the debt purchase agreement converted $7,020 of the principle due to 13,000,000 shares of the Company’s common stock at a conversion price of $.00054 per share. On February 24, 2016, the assignee of the debt purchase agreement converted $5,780 of the principle due to 10,704,000 shares of the Company’s common stock at a conversion price of $.00054 per share. On March 8, 2016, the Company received proceeds of $40,000 in a third purchase tranche from assignee of the debt. These proceeds were used to repay a portion of the revolving loan balance. On March 9, 2016, the assignee of the debt purchase agreement converted $5,040 of the principle due to 14,000,000 shares of the Company’s common stock at a conversion price of $.00036 per share. On March 11, 2016, the assignee of the debt purchase agreement converted $5,400 of the principle due to 15,000,000 shares of the Company’s common stock at a conversion price of $.00036 per share. On March 16, 2016, the assignee of the debt purchase agreement converted $3,600 of the principle due to 15,000,000 shares of the Company’s common stock at a conversion price of $.00024 per share. On March 22, 2016, the assignee of the debt purchase agreement converted $3,600 of the principle due to 15,000,000 shares of the Company’s common stock at a conversion price of $.00024 per share. On March 24, 2016, the assignee of the debt purchase agreement converted $2,700 of the principle due to 15,000,000 shares of the Company’s common stock at a conversion price of $.00018 per share.

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On March 29, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 18,000,000 shares of the Company’s common stock at a conversion price of $.00018 per share.

On March 30, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 18,000,000 shares of the Company’s common stock at a conversion price of $.00018 per share.

On April 1, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 18,000,000 shares of the Company’s common stock at a conversion price of $.00018 per share.

On April 5, 2016, the assignee of the debt purchase agreement converted $2,400 of the principle due to 20,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On April 6, 2016, the assignee of the debt purchase agreement converted $2,400 of the principle due to 20,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On April 8, 2016, the assignee of the debt purchase agreement converted $2,520 of the principle due to 21,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On April 11, 2016, the assignee of the debt purchase agreement converted $2,620 of the principle due to 21,833,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On May 2, 2016, the Company received proceeds of $20,000 in a fourth purchase tranche from assignee of the debt. These proceeds were used to repay a portion of the revolving loan balance.

On May 4, 2016, the assignee of the debt purchase agreement converted $2,640 of the principle due to 22,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On May 9, 2016, the assignee of the debt purchase agreement converted $2,640 of the principle due to 22,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On May 10, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 27,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On May 12, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 27,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On May 17, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 27,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share.

On May 18, 2016, the assignee of the debt purchase agreement converted $1,800 of the principle due to 30,000,000 shares of the Company’s common stock at a conversion price of $.00006 per share.

On May 20, 2016, the assignee of the debt purchase agreement converted $1,800 of the principle due to 30,000,000 shares of the Company’s common stock at a conversion price of $.00006 per share.

On May 24, 2016, the assignee of the debt purchase agreement converted $1,760 of the principle due to 29,330,000 shares of the Company’s common stock at a conversion price of $.00006 per share.

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Debt purchase agreement at June 30, 2017 and March 31, 2017 consist of the following:

	June 30,			March 31,
	2017			2017
Debt purchase agreement dated January 21, 2016; non-interest bearing; due April 28, 2017; convertible into shares of common stock at 60% of the lowest trading price 10 days prior to conversion		(360	)		(360	)
Unamortized debt discount		-			-
Debt purchase agreement, net discount	$	(360	)	$	(360	)

A rollfoward of the debt purchase agreement from March 31, 2015 to June 30, 2017 is below:

Debt purchase agreement, net discount March 31, 2015	$	-
Issued for cash		140,000
Conversion to common stock		(126,820	)
Debt discount related to new convertible notes		(140,000	)
Amortization of debt discounts		127,936
Debt purchase agreement, net discount March 31, 2016		1,116
Issued for cash		20,000
Conversion to common stock		(33,540	)
Debt discount related to new convertible notes		(20,000	)
Amortization of debt discounts		32,064
Debt purchase agreement, net discount March 31, 2017 and June 30, 2017	$	(360	)

	As of June 30, 2017, the net balance of the debt purchase agreement is $(360). See Note 12 on conversion feature of convertible debt recorded as a derivative liability.

12.	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 maturing 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 was 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 for the year ended March 31, 2015. On November 4, 2014, the purchaser elected to convert $35,000 of the outstanding principle amount into 2,153,846 shares of the Company’s common stock. On January 27, 2015 the purchaser elected to convert $18,000 of the outstanding principle amount into 4,615,384 shares of the Company’s common stock. On April 30, 2015 the original purchaser of this convertible debenture sold the note to a third party for $122,000. On July 24, 2015, the new holder elected to convert $14,000 of the outstanding principle amount into 6,730,769 shares of the Company’s common stock.

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Convertible debenture at June 30, 2017 and March 31, 2017 consist of the following:

	June 30,		March 31,
	2017		2017
Convertible debenture dated April 28, 2014; non-interest bearing; due April 28, 2017; convertible into shares of common stock at 65% of the 2nd lowest closing bid price 20 days prior to conversion	$	108,000	$	108,000
Unamortized debt discount				(2,759	)
Convertible debenture, net discount	$	108,000	$	105,241

A rollfoward of the convertible debenture from March 31, 2015 to June 30, 2017 is below:

Convertible debenture, net discount, March 31, 2015	$	37,513
Issued for cash		-
Conversion to common stock		(14,000	)
Debt discount related to new convertible notes		-
Amortization of debt discounts		45,761
Convertible debenture, net discount March 31, 2016		69,274
Issued for cash		-
Conversion to common stock		-
Debt discount related to new convertible notes		-
Amortization of debt discounts		35,967
Convertible debenture, net discount March 31, 2017	$	105,241
Issued for cash		-
Conversion to common stock		-
Debt discount related to new convertible notes		-
Amortization of debt discounts		2,759
Convertible debenture, net discount June 30, 2017	$	108,000

	Pursuant to that certain Convertible Debenture, dated April 28, 2014, in the principal amount of $175,000, made by the Pulse Network, Inc., a Nevada corporation (the “Company”), to Peak One Opportunity Fund, L.P. “Peak One Opportunity Fund”), title to which Convertible Debenture was subsequently sold to Jordan Sayfie, pursuant to that certain Debenture Purchase Agreement dated April 30, 2015, by and among Peak One Opportunity Fund, Equity IQ, LLC, a Nevada limited liability company (“Equity IQ”) and Jordan Sayfie, the Company owes $108,000 to Jordan Sayfie as of June 30, 2017. See Note 12 on conversion feature of convertible debenture recorded as a derivative liability.

13.	DERIVATIVE LIABILITY

	The convertible notes payable discussed in Note 10 & 11 have a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature being recorded as a derivative liability. The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).

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The Company uses a weighted average Black-Scholes-Merton option pricing model with the following assumptions to measure the fair value of derivative liability at March 31, 2017 and 2016:

	March 31,			March 31,
	2017			2016

Stock price	$	0.0002		$	0.0003
Risk free rate		1.03	%		0.59	%
Volatility		400	%		400	%
Conversion/ Exercise price	$	0.00006 to $0.00009		$	0.0002 to $0.0003
Dividend rate		0	%		0	%
Term (years)	0.01 to 0.08			0.68 to 1.08

The following table represents the Company’s derivative liability activity for each of the annual periods during the two years ended March 31, 2017:

Derivative liability balance, March 31, 2015	$	210,528
Issuance of derivative liability during the period		199,715
Underlying security converted into common stock		(206,018	)
Change in derivative liability during the period		22,085
Derivative liability balance, March 31, 2016		182,140
Issuance of derivative liability during the period		48,593
Underlying security converted into common stock		(53,587	)
Change in derivative liability during the period		62,652
Derivative liability balance, March 31, 2017	$	239,798

The following table represents the Company’s derivative liability activity for the three month ended June 30, 2017.

Derivative liability balance, March 31, 2017		239,798
Issuance of derivative liability during the period		-
Underlying security converted into common stock		150,676
Change in derivative liability during the period		-
Derivative liability balance, June 30, 2017	$	390,474

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 March 31, 2017 and 2016 is $3,924 and $12,094, respectively. The annual repayments of capital lease obligations at March 31, 2017 are as follows:

2018		1,036
Total minimum lease payments		1,036
Less amount representing interest		13
Present value of minimum lease payments		1,023
Present value of minimum lease payments due within one year		1,023
Present value of net minimum lease payments due beyond one year	$	0

As of the three month period ended June 30, 2017, the capital lease obligations is $0.

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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 June 30, 2017 and March 31, 2017 is $29,400 and $26,924, respectively.

16.	STOCKHOLDERS’ DEFICIENCY

	Series A and series B convertible preferred stock have the same voting, dividend and liquidation rights as holder of common stock. Holders of series A and series B convertible preferred stock may convert their preferred shares into 1 and 5 shares, respectively of common stock. On April 1, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 18,000,000 shares of the Company’s common stock at a conversion price of $.00018 per share. On April 5, 2016, the assignee of the debt purchase agreement converted $2,400 of the principle due to 20,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On April 6, 2016, the assignee of the debt purchase agreement converted $2,400 of the principle due to 20,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On April 8, 2016, the assignee of the debt purchase agreement converted $2,520 of the principle due to 21,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On April 11, 2016, the assignee of the debt purchase agreement converted $2,620 of the principle due to 21,833,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On May 2, 2016, the Company received proceeds of $20,000 in a fourth purchase tranche from assignee of the debt. These proceeds were used to repay a portion of the revolving loan balance. On May 4, 2016, the assignee of the debt purchase agreement converted $2,640 of the principle due to 22,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On May 9, 2016, the assignee of the debt purchase agreement converted $2,640 of the principle due to 22,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On May 10, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 27,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On May 12, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 27,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On May 17, 2016, the assignee of the debt purchase agreement converted $3,240 of the principle due to 27,000,000 shares of the Company’s common stock at a conversion price of $.00012 per share. On May 18, 2016, the assignee of the debt purchase agreement converted $1,800 of the principle due to 30,000,000 shares of the Company’s common stock at a conversion price of $.00006 per share.

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	On May 20, 2016, the assignee of the debt purchase agreement converted $1,800 of the principle due to 30,000,000 shares of the Company’s common stock at a conversion price of $.00006 per share. On May 24, 2016, the assignee of the debt purchase agreement converted $1,760 of the principle due to 29,330,000 shares of the Company’s common stock at a conversion price of $.00006 per share.

17.	STOCK-BASED COMPENSATION

	The Company recorded stock-based compensation expense attributable to outstanding stock options of $0 and $10,041 during the three month periods ended June 30, 2017 and 2016, respectively. At June 30, 2017, there was $0 of unrecognized compensation cost related to non-vested stock options at June 30, 2017.

	Summary of Options Activity

	Stock Options
			Weighted
			Average
			Exercise
	Options		Price
Outstanding, April 1, 2017		1,235,000	$	-
Granted		-	$	-
Exercised		-	$	-
Forfeited or expired		-	$	0.17
Outstanding, June 30, 2017		1,235,000	$	0.17

18. COMMITMENTS AND CONTIGENCIES

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.

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.

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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.

Amendment No. 3 to the individual agreements provide for an initial base salary, commencing April 1, 2015, and removes the officers’ base salaries increase of 7% on April 1 for the year ending March 31, 2016. Amendment No. 3 also removes bonus compensation equal to 1.5% of all monthly net revenues of the Company for the year ending March 31, 2016.

Effective April 1, 2017, John Saber resigned as chief information officer for the Company. John will continue to work as a consultant for the Company and provide tech support and keep the Company systems operational. The Company will continue to pay for his healthcare cost in return.

Separation Agreement - On March 10, 2015, the Company terminated the employment agreement with Michael Koenigs, seller of You Everywhere Now, LLC. As part of the separation agreement, both parties agreed to a settled amount of $279,566 payable to Michael Koenigs. As of December 31, 2015, the Company had a balance of $144,566 in accrued expenses related to the separation agreement.

The Company also transferred certain equipment and furniture, located at the Company office at 591Camino De La Reina, Suite 1210, San Diego, CA 92108, with an agreed fair value of $80,000 to Seller. As a result, the amount of goodwill recorded by the Company as part of the acquisition of You Everywhere Now, LLC was reduced by $50,000 and the fixed assets recorded in the acquisition in the amount of $30,000 were removed from the Company’s balance sheet. The amount due under the promissory note payable to Michael Koenigs, seller of You Everywhere Now, LLC was also reduced by $80,000 as of March 31, 2015.

The Company has also agreed to transfer the office sublease agreement for the office space located at 591 Camino De La Reina, San Diego, CA to Michael Koenigs, at a rent of $3,000 per month. The sublease agreement expires on March 31, 2018. Future minimum rent payments under the separation agreement are $0 for the year ending March 31, 2017. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $0 and $15,000 for the year ended March 31, 2017 and 2016 respectively.

19. SUBSEQUENT EVENTS

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.

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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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of operations for three month periods ended June 30, 2017 compared to three months ended June 30, 2016.

Revenues and Cost of Revenues

During the three month period ended June 30, 2017 and 2016 the Company generated revenues from 2 primary business segments, being:

- Revenues earned from usage of the ICTG Platform for software marketing tools, including simulated live webinars.

- Revenues earned from usage of the Pulse Network Platform for management and support of client events or conferences.

Three Months Ended June 30, 2017 and 2016

Total revenues for the three months ended June 30, 2017 decreased by 5.5% to $761,035 from $804,988 during the three months ended June 30, 2016.

The decrease for the three months ended June 30, 2017 is mainly attributable to the decreased usage of the ICTG Platform.

Cost of revenues for the three months ended June 30, 2017 decreased by 36.5% to $116,442 from $183,479 during the three months ended June 30, 2016. This decrease is mainly attributable to the decrease in revenue as described above.

Cost of revenues includes $0 of stock-based compensation for the three months ended June 30, 2017 compared to $81 for the three months ended June 30, 2016.

Selling and Marketing

Three Months Ended June 30, 2017 and 2016

Selling and marketing expenses for the three months ended June 30, 2017 decreased by 14.9% to $5,317 from $6,249 for the three months ended June 30, 2016. The decrease in selling and marketing expenses is attributable to a reduction in stock-based compensation.

Selling and marketing expenses includes $0 of stock-based compensation for the three months ended June 30, 2017 compared to $3,252 for the three months ended June 30, 2016.

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General and Administrative

Three Months Ended June 30, 2017 and 2016

General and administrative expenses for the three months ended June 30, 2017 decreased by 62.3% to $495,446 from $1,312,781 for the three months ended June 30, 2016. The decrease in general and administrative expenses is mainly attributable to a decrease in cost related to depreciation and amortization of intangible assets expenses.

General and administrative expenses include $0 of stock-based compensation for the three months ended June 30, 2017 compared to $6,708 for the three months ended June 30, 2016.

Net Income Attributable to the Company

Three Months Ended June 30, 2017 and 2016

The net loss to the Company for the three months ended June 30, 2017 decreased 126.6% to $101,731 compared to a net loss of $852,553 for three months ended June 30, 2016. The decrease is mainly attributable to a decrease in cost related to depreciation and amortization of intangible assets expenses.

Liquidity and Capital Resources

For the three months ended June 30, 2017 the Company financed its operations with the Company’s officers as evidenced by an increase in accrued compensation of approximately $163,045. As a result, the Company had a working capital deficit of $7,018,225 on June 30, 2017 compared with a working capital deficit of $6,918,994 at March 31, 2017.

Cash and cash equivalents on June 30, 2017 were $59,572, a decrease of $3,086 from March 31, 2017.

Operating activities provided cash of $60,090 in the three months ended June 30, 2017 compared to providing cash of $40,116 for the three months ended June 30, 2016.

There were no investing activities in the three months ended June 30, 2017 or June 30, 2016.

Financing activities used cash of $63,176 during the three months ended June 30, 2017, compared to using cash of $69,179 during the three months ended June 30, 2016.

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Off-Balance Sheet Arrangements

As of June 30, 2017, 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 June 30, 2017, 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, 2015.

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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.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

As of June 30, 2017, we are not in default with respect to any indebtedness.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

There is no other information to report at this time.

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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)
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.

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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 thereunto duly authorized.

	The Pulse Network, Inc.

Date: May 21, 2019	By:	/s/ Stephen Saber
		Stephen Saber
		Chief Executive Officer (Principal Executive Officer)

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1.	ORGANIZATION AND NATURE OF BUSINESS

	The Pulse Network, Inc. (the “Company”) was founded in 2002 as Exgenex, Inc., a New York Corporation. In 2008, the Company incorporated in Massachusetts under the name CrossTech Group, Inc. In 2011 the Company changed its name to The Pulse Network, Inc. The Company provides a cloud-based platform focused on content marketing and event solutions.

	Pulse Network Management LLC (PNM) is a wholly owned subsidiary of The Pulse Network Inc. PNM’s sole function is leasing employees to the Company. The entire workforce of the Company is leased from PNM.

	The Pulse Network, Inc., a Massachusetts corporation, also the beneficial owner of The Pulse Network Management, LLC, a Massachusetts limited liability company. The Pulse Network Management, LLC reports all employee and payroll related expenses for The Pulse Network, Inc., a Massachusetts corporation

2.	GOING CONCERN

	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 June 30, 2017 the Company has an accumulated deficit of $10,201,187 and has negative working capital of $7,018,225. 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.

3.	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.

	*Use of Estimates* - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

	*Reclassifications* - Certain previously reported amounts have been reclassified to conform to the current year’s presentation. The reclassification had no effect on the previously reported net income.

	*Fair Value Measurements*

	The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

7.	RELATED PARTY TRANSACTIONS

	Advances from stockholder at December 31, 2015 and March 31, 2015, consists of non-interest bearing advances of $91,397 from Stephen Saber. These advances have no set repayment terms.

	Note payable related party consists of a loan from John C. Saber, the father of the three majority stockholders. Under the terms of the 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, 2015 and March 31, 2015 is $64,813.

	Related party loan at December 31, 2015 consists of loans previously due to Stephen Saber in the amount of $111,500 and Nicholas C. Saber in the amount of $10,000. Accrued interest of $15,340 and $8,806 is included in accrued liabilities at December 31, 2015 and March 31, 2015, respectively. These loans were transferred to Crosstech Partners, LLC during the fourth quarter of fiscal 2014. Stephen, Nicholas and John Saber own 100% of Crosstech Partners, LLC. The loan bears interest at 6.5% and matured with all unpaid principal and interest due on September 3, 2015. The principle and accrued interest balances of the related party loan for $121,500 are past due at December 31, 2015.

	On October 1, 2015, TCA Global Credit Master Fund, LP, elected to convert $46,983 of outstanding principle due under the convertible promissory note agreement into 8,542,398 shares of the Company’s common stock at a conversion price of $.0055 per share. Effective December 3, 2015, the Company and the lender entered into a third amendment to the Credit Agreement under which the Company and lender agreed to modify and revise the estimated over-advance payment from $4,500 per day to $1,667 per day for the remainder of the term of the Credit Agreement. The Company also agreed to pay the lender a $500,000 advisory fee by issuing the lender shares of Series C Convertible Preferred Stock. The advisory fee is included in general and administrative expenses for the year ended March 31, 2016. Pursuant to that certain Senior Secured Credit Facility Agreement dated as of September 30, 2014, but made effective as of October 3, 2014, by and among, The Pulse Network, Inc., a Nevada corporation (the “Company”), The Pulse Network Management, LLC, a Massachusetts limited liability company, and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA Global Credit Master Fund”), as amended, the Company owes $1,342,498 to TCA Global Credit Master Fund as of June 30, 2017.

11.	DEBT PURCHASE AGREEMENT

	The Company entered into that certain Debt Purchase Agreement (the “Debt Purchase Agreement”), dated December 31, 2015, by and among the Company, TCA and Rockwell Capital Partners (“Rockwell”), pursuant to which TCA assigned to Rockwell $300,000 of debt (the “Assigned Debt”) evidenced by that certain Second Replacement Revolving Note, dated as of April 1, 2015, in the principal amount of $2,828,037.03 made by the Company to TCA. Under the Debt Purchase Agreement, the Assigned Debt will be assigned from TCA to Rockwell in six tranches of $50,000 each, with the first tranche having been assigned with the execution of the Debt Purchase Agreement, and tranches two though six, taking place 30 days after the assigned of the prior $50,000 tranche assignment.

	On January 25, 2016, pursuant to the terms and conditions of the Debt Purchase Agreement, the Company made that certain Fourth Replacement Revolving Note A, dated January 21, 2016, in the principal sum of $50,000 (the “Third Replacement Revolving Note A”) that certain Fourth Replacement Revolving Note A, dated January 21, 2016, in the principal sum of $1,867,589.48 (collectively, the “Two Fourth Replacement Revolving Notes”). Two Fourth Replacement Revolving Notes replace the Two Third Replacement Revolving Notes. The Two Fourth Replacement Revolving Notes pay interest at a rate of 11% per annum. At any time while either of the Two Fourth Replacement Revolving Notes are outstanding, upon the occurrence of an Event of Default (as defined in the Two Fourth Replacement Revolving Notes), TCA or any other holder of either of the Two Fourth Replacement Revolving Notes, may convert all or any portion of the outstanding principal accrued and unpaid interest and any other sums due and payable or under any of the other Transaction Documents (such total amount, the “Conversion Amount”) into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by(ii) eighty-five percent (85%) of the lowest volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the conversion date, as indicated in the conversion notice (the denominator) (the “Conversion Price”). On January 4, 2016, the Company received $50,000 in the first purchase tranche from assignee of the debt. These proceeds were used to repay a portion of the revolving loan balance. On January 4, 2016, the assignee of the debt purchase agreement converted $5,400 of the principle due to 2,000,000 shares of the Company’s common stock at a conversion price of $.0027 per share. On January 6, 2016, the assignee of the debt purchase agreement converted $10,080 of the principle due to 4,000,000 shares of the Company’s common stock at a conversion price of $.00252 per share.

18.	COMMITMENTS AND CONTIGENCIES

	*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.

	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. Amendment No. 3 to the individual agreements provide for an initial base salary, commencing April 1, 2015, and removes the officers’ base salaries increase of 7% on April 1 for the year ending March 31, 2016. Amendment No. 3 also removes bonus compensation equal to 1.5% of all monthly net revenues of the Company for the year ending March 31, 2016. Effective April 1, 2017, John Saber resigned as chief information officer for the Company. John will continue to work as a consultant for the Company and provide tech support and keep the Company systems operational. The Company will continue to pay for his healthcare cost in return. *Separation Agreement* - On March 10, 2015, the Company terminated the employment agreement with Michael Koenigs, seller of You Everywhere Now, LLC. As part of the separation agreement, both parties agreed to a settled amount of $279,566 payable to Michael Koenigs. As of December 31, 2015, the Company had a balance of $144,566 in accrued expenses related to the separation agreement. The Company also transferred certain equipment and furniture, located at the Company office at 591Camino De La Reina, Suite 1210, San Diego, CA 92108, with an agreed fair value of $80,000 to Seller. As a result, the amount of goodwill recorded by the Company as part of the acquisition of You Everywhere Now, LLC was reduced by $50,000 and the fixed assets recorded in the acquisition in the amount of $30,000 were removed from the Company’s balance sheet. The amount due under the promissory note payable to Michael Koenigs, seller of You Everywhere Now, LLC was also reduced by $80,000 as of March 31, 2015. The Company has also agreed to transfer the office sublease agreement for the office space located at 591 Camino De La Reina, San Diego, CA to Michael Koenigs, at a rent of $3,000 per month. The sublease agreement expires on March 31, 2018. Future minimum rent payments under the separation agreement are $0 for the year ending March 31, 2017. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $0 and $15,000 for the year ended March 31, 2017 and 2016 respectively.

19.	SUBSEQUENT EVENTS

	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.

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