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Pulse Evolution Corp – ‘10-K’ for 6/30/15 – ‘R20’

On:  Friday, 5/20/16, at 1:38pm ET   ·   For:  6/30/15   ·   Accession #:  1493152-16-10132   ·   File #:  333-190431

Previous ‘10-K’:  ‘10-K’ on 10/10/14 for 6/30/14   ·   Latest ‘10-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/20/16  Pulse Evolution Corp              10-K        6/30/15   61:3.9M                                   M2 Compliance/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    505K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     23K 
 3: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
10: R1          Document and Entity Information                     HTML     46K 
11: R2          Consolidated Balance Sheets                         HTML     79K 
12: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
13: R4          Consolidated Statements of Operations               HTML     46K 
14: R5          Consolidated Statements of Stockholders' Equity     HTML    100K 
                (Deficit)                                                        
15: R6          Consolidated Statements of Stockholders' Equity     HTML     23K 
                (Deficit) (Parenthetical)                                        
16: R7          Consolidated Statements of Cash Flows               HTML     94K 
17: R8          Basis of Presentation and Business Description      HTML     36K 
18: R9          Summary of Significant Accounting Policies          HTML     42K 
19: R10         Property & Equipment                                HTML     28K 
20: R11         Intangible and Other Assets                         HTML     28K 
21: R12         Accrued Liabilities                                 HTML     25K 
22: R13         Non-controlling Interests                           HTML     26K 
23: R14         Commitments and Contingencies                       HTML     43K 
24: R15         Capitalization                                      HTML     40K 
25: R16         Stock Based Compensation                            HTML     32K 
26: R17         Income Taxes                                        HTML     37K 
27: R18         Earnings (Loss) Per Share                           HTML     32K 
28: R19         Related Party Transactions                          HTML     27K 
29: R20         Subsequent Events                                   HTML     36K 
30: R21         Summary of Significant Accounting Policies          HTML    106K 
                (Policies)                                                       
31: R22         Property & Equipment (Tables)                       HTML     25K 
32: R23         Intangible and Other Assets (Tables)                HTML     23K 
33: R24         Accrued Liabilities (Tables)                        HTML     24K 
34: R25         Non-Controlling Interests (Tables)                  HTML     24K 
35: R26         Stock Based Compensation (Tables)                   HTML     31K 
36: R27         Income Taxes (Tables)                               HTML     34K 
37: R28         Earnings (Loss) Per Share (Tables)                  HTML     32K 
38: R29         Basis of Presentation and Business Description      HTML     57K 
                (Details Narrative)                                              
39: R30         Summary of Significant Accounting Policies          HTML     45K 
                (Details Narrative)                                              
40: R31         Property & Equipment (Details Narrative)            HTML     24K 
41: R32         Property & Equipment - Schedule of Property &       HTML     32K 
                Equipment (Details)                                              
42: R33         Intangible and Other Assets (Details Narrative)     HTML     38K 
43: R34         Intangible and Other Assets - Schedule of Fair      HTML     31K 
                Value Assumptions (Details)                                      
44: R35         Accrued Liabilities - Schedule of Accrued           HTML     36K 
                Liabilities (Details)                                            
45: R36         Noncontrolling Interests (Details Narrative)        HTML     31K 
46: R37         Noncontrolling Interests - Schedule of Change in    HTML     27K 
                Noncontrolling Interest (Details)                                
47: R38         Commitments and Contingencies (Details Narrative)   HTML    119K 
48: R39         Capitalization (Details Narrative)                  HTML    184K 
49: R40         Stock Based Compensation (Details Narrative)        HTML     48K 
50: R41         Stock Based Compensation - Schedule of Fair Value   HTML     30K 
                of Grant Estimated Assumptions (Details)                         
51: R42         Stock Based Compensation - Schedule of Warrants     HTML     35K 
                Activity (Details)                                               
52: R43         Income Taxes (Details Narrative)                    HTML     25K 
53: R44         Income Taxes - Schedule of Provision For Income     HTML     34K 
                Taxes (Details)                                                  
54: R45         Income Taxes - Schedule of Deferred Tax Assets      HTML     39K 
                (Details)                                                        
55: R46         Earnings (Loss) Per Share - Schedule of             HTML     31K 
                Antidilutive Securities Excluded from Computation                
                of Earnings Per Share (Details)                                  
56: R47         Earnings (Loss) Per Share - Schedule of Weighted    HTML     25K 
                Average Common Stock Outstanding (Details)                       
57: R48         Related Party Transactions (Details Narrative)      HTML     49K 
58: R49         Subsequent Events (Details Narrative)               HTML    152K 
60: XML         IDEA XML File -- Filing Summary                      XML    108K 
59: EXCEL       IDEA Workbook of Financial Reports                  XLSX     74K 
 4: EX-101.INS  XBRL Instance -- plfx-20150630                       XML    875K 
 6: EX-101.CAL  XBRL Calculations -- plfx-20150630_cal               XML    127K 
 7: EX-101.DEF  XBRL Definitions -- plfx-20150630_def                XML    533K 
 8: EX-101.LAB  XBRL Labels -- plfx-20150630_lab                     XML    932K 
 9: EX-101.PRE  XBRL Presentations -- plfx-20150630_pre              XML    707K 
 5: EX-101.SCH  XBRL Schema -- plfx-20150630                         XSD    158K 
61: ZIP         XBRL Zipped Folder -- 0001493152-16-010132-xbrl      Zip    115K 


‘R20’   —   Subsequent Events


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.4.0.3
Subsequent Events
12 Months Ended
Subsequent Events [Abstract]  
Subsequent Events

NOTE 13. SUBSEQUENT EVENTS

 

Subsequent to June 30, 2015 through July 31, 2015, the Company has issued 199,386 shares issued from the Share Exchange.

 

In July 2015, the Company granted 200,000 vesting stock options to a 3rd party services provider for consulting services relating to one of our celebrity estates. The stock options have an exercise price of $0.62 per share and vesting over a two year term.

 

In July 2015, the Company entered into an agreement with a service provider to assist the Company and provide expertise as it relates to producing a live stage musical featuring digital performances. The service provider shall receive 3% of all money received by the Company for producing and presenting the performances. Additionally, the service provider shall receive 3,000,000 shares of the Company’s common stock on a pro-rata basis as funds are received by the Company for the performances.

 

In August 2015, one holder of Common Stock cancelled their Common Shares in the Company and instead was issued Preferred Shares in the Company. The total of 280,726 of Common Shares were cancelled and 280,726 of Preferred Shares were issued.

 

In August 2015, the Company entered into an agreement for a $620,000 bridge loan which bears interest at 7% each year. Interest will be payable at the end of each calendar year and calculated on a pro rata basis. All unpaid principal plus accrued interest is due at the earliest of the Company’s receipt of a certain type of proceeds or on the first anniversary of the note.

 

In September 2015, the Company entered into an agreement for a $620,000 bridge loan with a party which bears interest at 15% each year along with equity coverage of 248,000 shares of Common Stock. Subsequent to signing, only $356,000 of the note was financed. In January 2016, due to non-completion of the loan, the agreement was terminated and the loan plus interest was returned to the lender. Because the loan was not completely funded and subsequently terminated, no equity was issued.

 

In October 2015, the Company entered into an agreement for a $1,000,000 bridge loan with Holotrack AG, which bears interest at 7% each year. Interest will be payable at the end of each calendar year and calculated on a pro rata basis. All unpaid principal plus accrued interest is due at the earliest of the Company’s receipt of a certain type of proceeds or on the first anniversary of the note.

 

In November 2015, the Company entered into an Associate Producer agreement with Holotrack AG to provide financing and production support for “The King”. In conjunction with this agreement, the company will issue 12,000,000 shares of Series A Preferred Stock. The Board has approved a change to the Company’s charter to accordingly increase the authorized capital Series A Preferred Stock.

 

As of August 13, 2015, the Company had 100,000,000 shares of capital stock authorized, of which 18,848,184 were designated as Series A convertible preferred stock. As of August 13, 2015, 18,848,184 shares of Series A convertible preferred stock issued and outstanding, representing 100% of the authorized Series A convertible preferred stock. On August 13, 2015 and November 1, 2015, the Company agreed to issue 280,726 and 12,000,000, respectively, shares of Series A convertible preferred stock. Such amounts represented an over issue of an aggregate of 12,280,726 shares of Series A convertible preferred stock. In order to correct the error, the Company is in the process of filing an amended certificate of designation with the Nevada Secretary of State, which will have the effect of increasing the number of authorized Series A preferred shares from 18,848,184 shares to 31,128,910 shares. Following the effectiveness of the amendment, we will cancel the previously over issued shares and issue new shares in the same number to the same share recipients.

 

In December 2015, the Company entered into an agreement for a $1,000,000 bridge loan with Mr Bernhard Burgener which bears interest at 7% each year. Interest will be payable at the end of each calendar year and calculated on a pro rata basis. All unpaid principal plus accrued interest is due at the earliest of the completion of the Elvis Presley theatrical concert production (“The King”) or 18 months.

 

In December 2015, the Company entered into an agreement for a $500,000 bridge loan with a Third Party which bears interest at 10% each year along with equity coverage of 1,000,000 shares of the Company’s Common Stock. The loan plus accrued interest was repaid in February 2016.

 

In December 2015, the Company entered into an Executive Producer agreement with Mr Bernhard Burgener for “The King” and committed to issue Mr Burgener 12,000,000 common shares.

 

In November 2015, the Board of Directors approved a limited share repurchase program for the Company to repurchase up to $5,000,000 of Common Stock of the Company from the public float. During the second and third fiscal quarter of 2016, the Company has purchased 257,072 of it shares at a total cost of $309,622, which the company will return to treasury stock.

 

In January 2016, the Company entered into amendments with Authentic Brands Group to extend the rights of exclusivity for Marilyn Monroe and Elvis Presley through the end of the agreements (December 2021).

 

In January 2016, the Company entered into a Stock Purchase Agreement with Original Force and U9. The parties purchased a total of 14,760,000 Common Shares for $10,000,000 and received an initial 50% share in the production vehicle for Elvis Presley theatrical concert. In addition, the parties entered into a 3 year technology license agreement for certain rights to use the Company’s Digital Human Animation technology.

 

On January 28, 2016, the Company entered into an agreement with XIX Entertainment and Simon Fuller to be the Executive Producer of The King. The agreement includes a cash payment over the course of the production and a share of the “off the top” profits of the show. In addition, XIX Entertainment was issued a warrant to purchase approximately 36,678,000 shares of Common Stock in the Company at $1 a share, with cashless exercise rights and certain anti-dilution protections.

 

On February 26, 2016, the Company entered into an agreement to purchase 100% of the share capital of Float Hybrid Entertainment, Inc. (“Float”), a developer of interactive experiences for brands such as Pepsi, Microsoft, GE, AKQA, Ericsson, XBOX and Anheuser-Busch. Float was also a founding developer of the Kinect depth sensor platform and has deep experience of development for a number of yet-to-be-released Virtual and Augmented Reality Platforms. The Company will issue to the shareholders of Float, 7,250,000 common shares and will pay up to $1,000,000 in a cash-based earn out over a period of 36 months. The Company anticipates the closing to occur in the fourth quarter of the year ended June 30, 2016.

 

On February 27, 2016, the Company entered into merger agreement with After August, Inc., a California based animation technology company, primarily to acquire ownership of certain technologies and software tools that we believe will support the Company’s continuing strategy to be the world’s leading developer of hyper-realistic digital humans. As consideration, the Company paid $300,000 in cash at closing, issued a 3-year, $2,700,000 promissory note, secured specifically by the acquired technology assets, and is committed to issue 4.8 million shares of the Company’s common stock. The transaction was closed on April 20, 2016.

 

In March 2016, the Company entered into an amicable settlement agreement with Hologram USA, Inc., MDH Hologram Ltd., and Pulse Evolution Corporation reached an amicable resolution of the litigation related to the 2014 Billboard Music Awards. Costs associated with the litigation have been accrued during the period ended June 30, 2015. The Company also committed to issue 1,000,000 shares of Common Stock to a professional services firm in connection with this settlement.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
6/30/16
Filed on:5/20/16
4/20/16
2/27/16
2/26/16
1/28/16
11/1/15
8/13/15
7/31/15
For Period end:6/30/15NT 10-K
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Filing Submission 0001493152-16-010132   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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