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 September 30, 2015

or

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

For the transition period from to

Commission File Number: 000-54741

THE PULSE NETWORK, INC.

(Exact name of registrant as specified in its charter)

Nevada	45-4798356
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10 Oceana Way Norwood, MA 02062

(Address of principal executive offices) (Zip Code)

(781) 688-8000

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No 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	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The number of shares outstanding of the issuer's common stock, par value $0.01 per share, at November 16, 2015 was 171,190,348 shares.

THE PULSE NETWORK, INC.

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	18
Item 4.	Controls and Procedures	18

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 5.	Other Information	19
Item 6.	Exhibits	20

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PART 1 – FINANCIAL INFORMATION

THE PULSE NETWORK, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

SEPTEMBER 30, 2015 and MARCH 31, 2015

	September 30,			March 31,
	2015			2015
ASSETS
CURRENT ASSETS:
Cash	$	68,852		$	27,524
Accounts receivable, net of allowance for doubtful accounts of $7,041 at September 30, 2015 and March 31, 2015		176,706			225,253
Prepaid expenses and deposits		8,313			77,585
Total current assets		253,871			330,362
PROPERTY AND EQUIPMENT, net		63,525			87,796
INTANGIBLE ASSESTS, net		1,491,645			1,615,197
GOODWILL		694,133			694,133
OTHER ASSETS:
Other assets		34,621			34,923
TOTAL ASSETS	$	2,537,795		$	2,762,411
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Revolving loan	$	2,243,198		$	2,512,922
Accounts payable		802,824			661,032
Accrued compensation		1,513,676			1,187,749
Accrued expenses		433,600			535,309
Current portion of capital lease obligations		8,692			11,963
Deferred revenue		518,456			456,115
Client funds pass thru liability		26,300			26,300
Advances from stockholder		91,397			91,397
Current portion of note payable related party		64,813			51,624
Note Payable - stockholders		110,100			110,100
Related party loan		121,500			121,500
Advances from affiliates		193,800			193,800
Current portion of deferred compensation		63,733			62,942
Total current liabilities		6,192,089			6,022,753
DEFERRED COMPENSATION, net of current portion		731,186			744,858
PROMISSORY NOTE		1,170,000			1,170,000
CONVERTIBLE DEBENTURE		108,000			122,000
CAPITAL LEASE OBLIGATIONS, net of current portion		3,991			7,463
RELATED PARTY LOAN		35,000			-
NOTE PAYABLE RELATED PARTY, net of current portion		-			13,189
TCA advisory fee obligation		205,160			-
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK OBLIGATION		-			225,000
STOCKHOLDERS' EQUITY (DEFICIENCY):
Undesignated convertible preferred stock, authorized 25,000,000 shares
designated as follows:
Series A convertible preferred stock, $0.001 par value, authorized,
issued and outstanding 1,000		1			1
Series B convertible preferred stock, $0.001 par value, authorized,
issued and outstanding 15,000,000		15,000			15,000
Common stock: $0.001 par value, authorized, 500,000,000 shares;
issued and outstanding, 171,190,348 and 100,002,563 shares, respectively		171,190			100,003
Additional paid-in capital		916,416			692,635
Accumulated deficit		(7,010,238	)		(6,350,491	)
Total stockholders' deficiency		(5,907,631	)		(5,542,852	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	2,537,795		$	2,762,411

 

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

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THE PULSE NETWORK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For The Three Months Ended						For The Six Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
NET SALES	$	796,262		$	483,248		$	2,116,072		$	1,204,670
COST OF SALES		148,609			96,857			383,762			266,458
GROSS PROFIT		647,653			386,391			1,732,310			938,212
SELLING EXPENSES		13,503			54,966			70,621			116,218
GENERAL AND ADMINISTRATIVE EXPENSES		726,238			626,929			2,039,855			1,201,824
NET LOSS FROM OPERATIONS		(92,088	)		(295,504	)		(378,166	)		(379,830	)
INTEREST EXPENSE		143,451			99,876			281,581			260,232
NET LOSS	$	(235,539	)	$	(395,380	)	$	(659,747	)	$	(640,062	)
NET LOSS PER COMMON SHARE, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE SHARES USED IN PER SHARE COMPUTATION, basic and diluted		148,491,867			91,200,000			126,497,215			91,123,077

 

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

4

THE PULSE NETWORK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(659,747	)	$	(640,062	)
Adjustments to reconcile net loss to net cash provided by (used for)
by operating activities:
Stock-based compensation		27,128			26,506
Stock-based expense		16,500			32,000
Depreciation		24,271			31,106
Amortization of intangible assets		123,552			-
Non cash interest		-			83,716
Non cash financing expense		325,000			-
Changes in operating assets and liabilities:
Accounts receivable		48,547			(12,442	)
Prepaid expenses and deposits		69,272			(6,980	)
Other assets		302			725
Accounts payable		141,792			130,918
Accrued compensation		325,927			121,544
Accrued expenses		(101,709	)		(22,827	)
Deferred revenue		62,341			153,853
Client funds pass through liability		-			(369,353	)
Deferred compensation		(12,881	)		(29,564	)
Net cash provided by (used for) for operating activities		390,295			(500,860	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		217,500			-
Proceeds from related party loan		35,000			-
Net repayment of revolving loan		(594,724	)		-
Net proceeds from accounts receivable purchase agreements		-			485,000
Repayment of proceeds under accounts receivable purchase agreement		-			(131,024	)
Repayment of proceeds under accounts receivable purchase agreement - second		-			(58,504	)
Repayment from note payable - other		-			(10,000	)
Repayment of convertible notes		-			(115,404	)
Proceeds from convertible debenture		-			175,000
Repayment of long-term debt		-			(58,334	)
Payments of capital lease obligations		(6,743	)		(10,726	)
Repayment of advances from stockholder		-			(143,240	)
Proceeds from note payable related party		-			100,000
Repayment of note payable related party		-			(25,876	)
Advances from affiliate		-			188,500
Net cash (used for) provided by financing activities		(348,967	)		395,392
NET INCREASE (DECREASE) IN CASH		41,328			(105,468	)
CASH:
Beginning of period		27,524			118,215
End of period	$	68,852		$	12,747
SUPPLEMENTAL CASH FLOWS DISCLOSURE
Fair value of beneficial conversion feature recorded in additional paid in capital	$	-		$	77,405
Convertible debenture balance converted into common stock	$	14,000		$	-
TCA advisory fee	$	205,160		$	-

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

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THE PULSE NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. OUTLOOK

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As shown in the accompanying financial statements, as of September 30, 2015 the Company has an accumulated deficit of approximately $7,010,238 and has negative working capital of approximately $5,938,218. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of new business opportunities.

Management has plans to seek additional capital through private placements and public offerings of its common stock. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital, the Company may be required to cease operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation -The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Concentrations of Sales to Certain Customers – During the three month period ended September 30, 2015, the Company had sales to one customer, A, that accounted for approximately 16% of total revenue. During the six month period ended September 30, 2015, the Company had sales to two customers A and B, that accounted for approximately 24% of total revenue.

3. ACQUISTION OF YOU EVERYWHERE NOW, LLC

On October 3, 2014, the Company's wholly-owned subsidiary, The Pulse Network, Inc., a Massachusetts corporation (Pulse Massachusetts) acquired a 100% membership interest in You Everywhere Now, LLC, a California limited liability company ("You Everywhere Now") from MikeKoenigs.com Inc. (seller). You Everywhere Now, in turn, holds 100% of the membership interests of VoiceFollowUp, LLC, a California limited liability company, and Traffic Geyser, LLC, a California limited liability company. Closing of the transaction under the Securities Purchase Agreement was conditioned upon closing and funding under the senior secured revolving credit facility agreement with TCA Global Credit Master Fund, LP as described in note 9.

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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 has been recorded as goodwill on the Company's balance sheet at December 31, 2014. The Company has estimated the useful lives of the various identifiable intangible assets acquired to be between two and fifteen years. Intangible assets at September 30, 2015 and March 31, 2015 consist of the following:

	September 30,			March 31,
	2015			2015
Total customer list-active & non-active	$	1,299,790		$	1,299,730
Non-compete agreement		191,900			191,900
Trademarks		185,340			185,340
Software/database		61,779			61,779
		1,738,749			1,738,749
Accumulated amortization		(247,104	)		(123,552	)
Intangible assets, net	$	1,491,645		$	1,615,197

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 March 31, 2015 as acquisition related expenses.

4. PROPERTYAND EQUIPMENT

Property and equipment at September 30, 2015 and March 31, 2015 consists of the following:

	September 30,			March 31,
	2015			2015
Computer equipment	$	191,536		$	197,033
Audio and video equipment		109,097			109,071
Furniture and fixtures		12,478			12,478
Office equipment		55,189			55,189
Event equipment		82,020			82,020
		455,791			455,791
Accumulated depreciation		(392,266	)		(367,995	)
Property and equipment, net	$	63,525		$	87,796

5. RELATED PARTY TRANSACTIONS

Advances from stockholder at September 30, 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 September 30, 2015 is $64,813.

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Related party loan at September 30, 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 $13,135 and $8,806 is included in accrued liabilities at September 30, 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 on September 3, 2015. The principle balance of the related party loan for $121,500 is past due as of September 30, 2015.

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% and matures with all unpaid principle and interest on September 15, 2018. Accrued interest of $175 and $0 is included in accrued liabilities at September 30, 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 $12,622 and $7,889 is included in accrued liabilities at September 30, 2015 and March 31, 2015, respectively.

Advances from affiliate consists of $193,800 at September 30, 2015 and March 31, 2015 for 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 $65,717 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.

As of April 1, 2015, the Company subleased a portion of its office space to Crosstech Partners, LLC for fifty percent of the cost to the Company under its lease agreement. On July 1, 2015, the Company canceled the sublease agreement with Crosstech Partners, LLC.

For the three and six months ended September 30, 2015, the Company received $0 and $21,613 in rent payments which reduced the rent expense and is included in the general and administrative expenses for the Company.

Total rent expense, including common area, maintenance, taxes, insurance and utilities was $59,348 and $29,684 for the three month periods ended September 30, 2015 and 2014 respectively, and $107,491 and $55,262 for the six month periods ended September 30, 2015 and 2014, respectively.

6. ACCRUED COMPENSATION

Accrued compensation as of September 30, 2015 and March 31, 2015 includes $1,457,188 and $1,187,749, respectively of amounts due to the three officers and directors payable under the terms of their employment agreements.

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7. DEFERRED COMPENSATION

In September 2004 the Company entered into a deferred compensation arrangement with a former stockholder. Under the terms of the arrangement, beginning in January 2005, the former stockholder receives semi-monthly payments of $4,167 through December 2024. The amount included on the Company's balance sheets at September 30, 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 September 30:
2016		63,733
2017		66,997
2018		70,428
2019		74,035
2020		77,827
Thereafter		441,899
Total	$	794,919

8. REVOLVING LOAN

On October 6, 2014, the Company borrowed $2,400,000 from TCA Global Credit Master Fund, LP (the "Lender") pursuant to the terms of a Senior Secured Revolving Credit Facility Agreement, dated September 30, 2014 (the "Credit Agreement"), among the Company, as borrower, and certain of its subsidiaries (the "Subsidiary Guarantors") as joint and several guarantors, and the Lender. The funds have been and will be used for general corporate purposes, including repayment of certain obligations of the Company. Under the Credit Agreement, the Company may borrow an amount equal to the lesser of 80% of the amount in a certain Lock Box Account (as defined in the Credit Agreement) and the revolving loan commitment, which initially is $1,400,000. The Company may request that the revolving loan commitment be raised by various specified amounts at specified times, up to a maximum of $5,000,000. In each case, the decision to grant any such increase in the revolving loan commitment is at the Lender's sole discretion. The 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 the Company will pay certain fees, as set forth in the Credit Agreement. In addition, the Company paid an additional advisory fee of $450,000 to Lender 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. As the redemption option is outside the control of the Company the redemption value of these shares had been recorded in temporary equity on the Company's balance sheet at September 30, 2015 and March 31, 2015.

9

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.

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 quarter ended June 30, 2015.

The balance of the revolving loan is $2,243,198 at September 30, 2015.

9. 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 has been recorded in additional paid-in capital and charged to interest expense during the quarter ended June 30, 2014. The Company has also issued 500,000 shares of common stock with an aggregate fair value of $32,000 to the purchaser in connection with this agreement which is included in general and administrative expenses in the statement of operations for the quarter ended June 30, 2014.

On November 4, 2014, the purchaser elected to convert $35,000 of the principle amount into 2,153,846 shares of the Company's common stock. On January 27, 2015 the purchaser elected to convert $18,000 of the 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 purchaser elected to convert $14,000 of the principle amount into 6,730,769 shares of the Company's common stock.

The balance of the convertible debenture is $108,000 at September 30, 2015.

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10. 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 September 30, 2015 and March 31, 2015 is $17,562 and $25,716 respectively. The annual repayments of capital lease obligations at September 30, 2015 are as follows:

2016	$	9,608
2017		4,143
Total minimum lease payments		13,751
Less amount representing interest		1,068
Present value of minimum lease payments		12,683
Present value of minimum lease payments due within one year		8,692
Present value of net minimum lease payments due beyond one year	$	3,991

11. 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 September 30, 2015 and March 31, 2015 is $26,300.

12. STOCKHOLDERS' EQUITY

On June 15, 2015, the Company issued an aggregate of 27,205,884 shares of common stock to Stephen Saber, Nicholas Saber and John Saber, the Company's three officers and directors, at a purchase price of $0.0034 per share, for aggregate cash proceeds of $92,500. Stephen Saber, the Company's Chief Executive Officer and a Director, purchased 11,246,912 of these shares for $38,240; Nicholas Saber, the Company's President, Secretary, Treasurer and a Director, purchased 7,979,486 of these shares for $27,130; and John Saber, the Company's Chief Information Officer and a Director, purchased 7,979,486 of these shares for $27,130. 

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On June 23, 2015, the Company issued an aggregate of 22,058,824 shares of common stock to Stephen Saber, Nicholas Saber and John Saber, the Company's three officers and directors, at a purchase price of $0.0034 per share, for aggregate cash proceeds of $75,000. Stephen Saber, the Company's Chief Executive Officer and a Director, purchased 9,119,118 of these shares for $31,004; Nicholas Saber, the Company's President, Secretary, Treasurer and a Director, purchased 6,469,853 of these shares for $21,998 and John Saber, the Company's Chief Information Officer and a Director, purchased 6,469,853 of these shares for $21,998.

On August 3, 2015, the Company issued an aggregate of 7,692,308 shares of common stock to Stephen Saber, Nicholas Saber and John Saber, the Company's three officers and directors, at a purchase price of $0.0065 per share, for aggregate cash proceeds of 50,000. Stephen Saber, the Company's Chief Executive Officer and a Director, purchased 3,180,000 of these shares for $20,670; Nicholas Saber, the Company's President, Secretary, Treasurer and a Director, purchased 2,256,154 of these shares for $14,665 and John Saber, the Company's Chief Information Officer and a Director, purchased 2,256,154 of these shares for $14,665.

On September 25, 2015, the company issued 3,000,000 shares of its common stock with a fair value on the issuance date of $.0055 per share for services provided under a consultant services agreement. The Company recorded consulting expense of $16,500 as a result of the issuance of these shares which is included in general and administrative expenses for the three and six month periods ended September 30, 2015.

13. STOCK-BASED COMPENSATION

The Company recorded the stock-based compensation expense attributable to options of $15,746 and $12,196 during the three month period ended September 30, 2015 and 2014, respectively, and $27,128 and $26,506 during the six month period ended September 30, 2015 and 2014, respectively. At September 30, 2015, there was $79,881 unrecognized compensation cost related to non-vested stock options and $132,809 unrecognized compensation cost related to vested stock options which will be recognized through July 2017.

Summary of Options Activity

	Stock Options
				Weighted
				Average
				Exercise
	Options			Price
Outstanding, July 1, 2015		1,680,000		$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(45,000	)	$	0.17
Outstanding, September 30, 2015		1,635,000		$	0.17

 

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14. COMMITMENTS AND CONTINGENCIES

Employment agreements – On April 1, 2013 the Company entered into employment agreements with three of its executive stockholders. Each of these agreements has a five year term beginning April 1, 2013 and ending on April 1, 2018. Unless otherwise terminated each of these agreements shall annually extend for one additional year beginning on the second anniversary date of each agreement. Compensation under these agreements is as follows.

Stephen Saber, chief executive officer of the Company is to receive an annual base salary of $350,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive's annual base salary in effect at the time of termination.

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.

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 September 30, 2015, the Company had a balance of $204,566 in accrued expenses related to the separation agreement.

13

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 $18,000 for the year ending March 31, 2016. For each of the years ending March 31, 2017 through 2018 the minimal rent payment will be $36,000. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $9,000 and $18,000 for the three and six months ended September 30, 2015.

15. SUBSEQUENT EVENTS

On October 1, 2015, TCA Global Credit Master Fund, LP, elected to convert $46,983 of outstanding principle and interest 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.

On October 2, 2015, the Company entered into a third loan agreement with related party Crosstech Partners, LLC for $21,000. The loan agreement calls for interest at 6% per annum and requires repayment of the loan and unpaid accrued interest on October 2, 2018

On October 5, 2015, the Company entered into an Asset Purchase Agreement with MikeKoenigs.com Inc. 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 to Buyer from $1,170,000 to $670,000, along with interest accrued and payable as of June 30, 2015, certain outstanding miscellaneous expenses, and sublease of certain office space described in Settlement Agreement is terminated as of September 1, 2015.

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.

14

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. As used in this quarterly report, the terms "we", "us", "our company", and "Pulse" mean The Pulse Network, Inc., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.

Item2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of operations for three and six month periods ended September 30, 2015 compared to three and six months ended September 30, 2014.

Revenues and Cost of Revenues

During the three and six month periods ended September 30, 2015 and 2014 the Company generated revenues from 3 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.

- Revenues earned by providing ongoing development and support for client content and digital marketing programs.

Three Months Ended September 30, 2015 and 2014

Total revenues for the three months ended September 30, 2015 increased by 64.8% to $796,262 from $483,248 during the three months ended September 30, 2014.

The increase for the three months ended September 30, 2015 is mainly attributable to the revenue earned from usage of the ICTG Platform for software marketing tools, including simulated live webinars.

Cost of revenues for the three months ended September 30, 2015 increased by 53.4% to $148,609 from $96,857 during the three months ended September 30, 2014. This increase is mainly attributable to the increase in revenue as described above.

Cost of revenues includes $2,358 of stock-based compensation for the three months ended September 30, 2015 compared to $366 for the three months ended September 30, 2014.

15

Six Months Ended September 30, 2015 and 2014

Total revenues for the six months ended September 30, 2015 increased by 75.7% to $2,116,072 from $1,204,670 during the six months ended September 30, 2014.

The increase for the six months ended September 30, 2015 is mainly attributable to the revenue earned from usage of the ICTG Platform for software marketing tools, including simulated live webinars.

Cost of revenues for the six months ended September 30, 2015 increased by 44.0% to $383,762 from $266,458 during the three months ended September 30, 2014. This increase is mainly attributable to the increase in revenue as described above.

Cost of revenues includes $162 of stock-based compensation for the six months ended September 30, 2015 compared to $569 for the six months ended September 30, 2014.

Selling and Marketing

Three Months Ended September 30, 2015 and 2014

Selling and marketing expenses for the three months ended September 30, 2015 decreased by 75.4% to $13,503 from $54,966 for the three months ended September 30, 2014. The decrease in selling and marketing expenses is attributable to a reduction in sales employees.

Selling and marketing expenses includes $3,374 of stock-based compensation for the three months ended September 30, 2015 compared to $3,537 for the three months ended September 30, 2014.

Six Months Ended September 30, 2015 and 2014

Selling and marketing expenses for the six months ended September 30, 2015 decreased by 39.2% to $70,621 from $116,218 for the six months ended September 30, 2014. The decrease in selling and marketing expenses is attributable to a reduction in sales employees.

Selling and marketing expenses includes $6,911 of stock-based compensation for the six months ended September 30, 2015 compared to $7,074 for the six months ended September 30, 2014.

General and Administrative

Three Months Ended September 30, 2015 and 2014

General and administrative expenses for the three months ended September 30, 2015 increased by 15.8% to $726,238 from $626,899 for the three months ended September 30, 2014. The increase in general and administrative expenses is mainly attributable to an increase in amortization expense related to the intangible assets from the acquisition of You Everywhere Now.

General and administrative expenses include $10,014 of stock-based compensation for the three months ended September 30, 2015 compared to $8,293 for the three months ended September 30, 2014.

16

Six Months Ended September 30, 2015 and 2014

General and administrative expenses for the six months ended September 30, 2015 increased by 69.7% to $2,039,855 from $1,201,824 for the six months ended September 30, 2014. The increase in general and administrative expenses is mainly attributable to the $325,000 of financing fees related to the revolving loan, amortization expense, computer expense, commissions, marketing payroll, customer service payroll, officer's payroll, and rent.

General and administrative expenses include $20,055 of stock-based compensation for the six months ended September 30, 2015 compared to $18,863 for the six months ended September 30, 2014.

Net Loss Attributable to the Company

Three Months Ended September 30, 2015 and 2014

The net loss attributable to the Company for the three months ended September 30, 2015 decreased 40.4% to $235,539 compared to $395,380 for three months ended September 30, 2014. The decrease is mainly attributable to an increase in the revenue earned from usage of the ICTG Platform for software marketing tools, including simulated live webinars.

Six Months Ended September 30, 2015 and 2014

The net loss attributable to the Company for the six months ended September 30, 2015 increased to $659,747 compared to $640,062 for six months ended September 30, 2014.

Liquidity and Capital Resources

As of September 30, 2015 the Company's total current assets were $253,871 and current liabilities were $6,192,089. On September 30, 2015 the Company had an accumulated deficit of $7,010,238. For the six months ended September 30, 2015 the Company financed its operations with proceeds from the issuance of common stock in the amount of $217,500, and proceeds from a related party loan of $35,000. As a result, the Company had a working capital deficit of $5,938,218 on September 30, 2015 compared with a working capital deficit of $5,692,391 at March 31, 2015.

For the six months ended September 30, 2015 the Company's accrued payroll balance increased $325,927 as a result of officers deferring receipt of their contractual compensation in order to help provide cash for operations.

Cash and cash equivalents on September 30, 2015 were $68,852, an increase of $41,328 from March 31, 2015.

Operating activities provided cash of $390,295 in the six months ended September 30, 2015 compared to using cash of $500,860 for the six months ended September 30, 2014. There were no investing activities in the six months ended September 30, 2015 and 2014.

Financing activities used cash of $348,967 during the six months ended September 30, 2015, compared to providing cash of $395,392 during the six months ended September 30, 2014.

2015 financing activities primarily consists of proceeds of $217,500 from the issuance of common stock, proceeds of $35,000 from related party loan, less repayment of revolving loan and capital lease obligations.

2014 financing activities primarily consists of proceeds of $485,000 from accounts receivable purchase agreements, $188,500 in advances from affiliates, $175,000 from a convertible debenture, $100,000 from a note payable related party, less repayment of bank debt, accounts receivable purchase agreements, proceeds from note payable, issuance of convertible debt, note payable related party, stockholder's borrowings and capital lease obligations.

17

Off-Balance Sheet Arrangements

As of September 30, 2015, 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 September 30, 2015, 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 September 30, 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.

There have been no material changes from the risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended March 31, 2015, as filed with the Securities and Exchange Commission on July 14, 2015.

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

None

Item 3. Defaults Upon Senior Securities.

As of September 30, 2015, we are not in default with respect to any indebtedness.

Item 5. Other Information

There is no other information to report at this time.

19

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit	Description
2.1	Share Exchange Agreement, dated March 29, 2013, by and among the Registrant, The Pulse Network, Inc., a Massachusetts corporation ("The Pulse Network"), and the holders of common stock of The Pulse Network. (2)
2.2	Form of Articles of Share Exchange (2)
3.1.1	Form of Articles of Incorporation (1)
3.1.2	Form of Certificate of Amendment to Articles of Incorporation (2)
3.1.3	Form of Certificate of Change (2)
3.1.4	Form of Certificate of Designation for Series A Preferred Stock (2)
3.1.5	Form of Certificate of Designation for Series B Preferred Stock (2)
3.1.6	Form of Amendment to Certificate of Designation for Series B Preferred Stock (2)
3.1.7	Bylaws (1)
4.1	2013 Stock Option Plan (2)
10.1	Lease Agreement dated April 2005, by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2)
10.2	Amendment of Lease dated June 2005 by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2)
10.3	Second Amendment of Lease dated July 1, 2006 by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2)
10.4	Employment Agreement dated March 29, 2013, by and between the Registrant and Stephen Saber (2)
10.5	Employment Agreement dated March 29, 2013, by and between the Registrant and Nicholas Saber (2)
10.6	Employment Agreement dated March 29, 2013, by and between the Registrant and John Saber (2)
10.7	Stock Redemption Agreement dated March 29, 2013 by and between the Registrant and Mohamed Ayad (2)
21	Subsidiaries of the Registrant
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: November 16, 2015	By:	/s/ Stephen Saber
		Stephen Saber
		Chief Executive Officer (Principal Executive Officer)

21

EX-31.1

  EXHIBIT 31.1

SECTION 302 CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF THE PULSE NETWORK, INC.

I, Stephen Saber, certify that:

1.	I have reviewed this report on Form 10-Q of The Pulse Network, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 16, 2015	/s/ Stephen Saber
	Stephen Saber
	Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER OF THE PULSE NETWORK, INC.

I, Stephen Saber, certify that:

1.	I have reviewed this report on Form 10-Q of The Pulse Network, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 16, 2015	/s/ Stephen Saber
	Stephen Saber
	Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

EX-32.1

  EXHIBIT 32.1

SECTION 906 CERTIFICATION OF

 PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

 OF THE PULSE NETWORK, INC.

In connection with the accompanying Quarterly Report on Form 10-Q of The Pulse Network, Inc. for the quarter ended September 30, 2015, the undersigned, Stephen Saber, President of The Pulse Network, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of The Pulse Network, Inc.

Date: November 16, 2015	By:	/s/ Stephen Saber
		Stephen Saber
		Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

XML

CAPITAL LEASE OBLIGATIONS (Details Narrative) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Capital Lease Obligations Details Narrative
Net book value of assets held under capital leases	$ 17,562	$ 25,716

XML

CAPITAL LEASE OBLIGATIONS (Tables)

6 Months Ended

Sep. 30, 2015

Capital Lease Obligations Tables

Repayments of capital lease obligations

2016	$	9,608
2017		4,143
Total minimum lease payments		13,751
Less amount representing interest		1,068
Present value of minimum lease payments		12,683
Present value of minimum lease payments due within one year		8,692
Present value of net minimum lease payments due beyond one year	$	3,991

XML

STOCK-BASED COMPENSATION (Details)	6 Months Ended
	Sep. 30, 2015 $ / shares shares
Number of Option
Options Outstanding, Beginning | shares	1,680,000
Options Granted | shares
Options Exercised | shares
Options Forfeited or expired | shares	(45,000)
Options Outstanding, Ending | shares	1,635,000
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning
Weighted Average Exercise Price Granted
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Forfeited	$ 0.17
Weighted Average Exercise Price Outstanding, Ending	$ 0.17

XML

CONVERTIBLE DEBENTURE (Details Narrative)	Sep. 30, 2015 USD ($)
Convertible Debenture Details Narrative
Convertible debenture amount	$ 108,000

XML

PROPERTY AND EQUIPMENT

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 4. PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2015 and March 31, 2015 consists of the following:

	September 30,			March 31,
	2015			2015
Computer equipment	$	191,536		$	197,033
Audio and video equipment		109,097			109,071
Furniture and fixtures		12,478			12,478
Office equipment		55,189			55,189
Event equipment		82,020			82,020
		455,791			455,791
Accumulated depreciation		(392,266	)		(367,995	)
Property and equipment, net	$	63,525		$	87,796

XML

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Stock-based Compensation Details Narrative
Stock-based compensation expense	$ 15,746	$ 12,196	$ 27,128	$ 26,506
Unrecognized compensation cost related to non-vested stock options	79,881		$ 79,881
Recognized period of unrecognized compensation cost of non-vested stock options			July 2017
Unrecognized compensation cost related to vested stock options	$ 132,809		$ 132,809

XML

ACQUISTION OF YOU EVERYWHERE NOW, LLC (Details) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Intangible assets, Gross	$ 1,738,749	$ 1,738,749
Accumulated amortization	(247,104)	(123,552)
Intangible assets, net	1,491,645	1,615,197
Total customer list-active & non-active
Intangible assets, Gross	1,299,790	1,299,730
Non-compete agreement
Intangible assets, Gross	191,900	191,900
Trademarks
Intangible assets, Gross	185,340	185,340
Software/database
Intangible assets, Gross	$ 61,779	$ 61,779

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narative) - Integer	3 Months Ended	6 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Summary Of Significant Accounting Policies Details Narative
Revenue	16.00%	24.00%
Number of customers accounted for sales	1	2

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended	6 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)
Commitments And Contingencies Details Narrative
Total rent expense	$ 9,000	$ 18,000
Accrued expenses related to the separation agreement	$ 204,566	$ 204,566

XML

ACQUISTION OF YOU EVERYWHERE NOW, LLC (Details Narrative)	12 Months Ended
	Mar. 31, 2015 USD ($)
Acquistion Of You Everywhere Now Llc Details Narrative
Acquisition related expenses	$ 212,967

XML

PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Property and equipment, Gross	$ 455,791	$ 455,791
Accumulated depreciation	(392,266)	(367,995)
Property and equipment, net	63,525	87,796
Computer equipment
Property and equipment, Gross	191,536	197,033
Audio and video equipment
Property and equipment, Gross	109,097	109,097
Furniture and fixtures
Property and equipment, Gross	12,478	12,478
Office equipment
Property and equipment, Gross	55,189	55,189
Event equipment
Property and equipment, Gross	$ 82,020	$ 82,020

XML

ACQUISTION OF YOU EVERYWHERE NOW, LLC

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 3. ACQUISTION OF YOU EVERYWHERE NOW, LLC

On October 3, 2014, the Company's wholly-owned subsidiary, The Pulse Network, Inc., a Massachusetts corporation (Pulse Massachusetts) acquired a 100% membership interest in You Everywhere Now, LLC, a California limited liability company ("You Everywhere Now") from MikeKoenigs.com Inc. (seller). You Everywhere Now, in turn, holds 100% of the membership interests of VoiceFollowUp, LLC, a California limited liability company, and Traffic Geyser, LLC, a California limited liability company. Closing of the transaction under the Securities Purchase Agreement was conditioned upon closing and funding under the senior secured revolving credit facility agreement with TCA Global Credit Master Fund, LP as described in note 9.

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 has been recorded as goodwill on the Company's balance sheet at December 31, 2014. The Company has estimated the useful lives of the various identifiable intangible assets acquired to be between two and fifteen years. Intangible assets at September 30, 2015 and March 31, 2015 consist of the following:

	September 30,			March 31,
	2015			2015
Total customer list-active & non-active	$	1,299,790		$	1,299,730
Non-compete agreement		191,900			191,900
Trademarks		185,340			185,340
Software/database		61,779			61,779
		1,738,749			1,738,749
Accumulated amortization		(247,104	)		(123,552	)
Intangible assets, net	$	1,491,645		$	1,615,197

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 March 31, 2015 as acquisition related expenses.

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015	Mar. 31, 2015	Mar. 31, 2014
Accrued interest per annum			10.00%
Related party loan	$ 121,500		$ 121,500
Accrued interest	12,622		12,622			$ 7,889
Advances from affiliate	193,800		193,800			193,800
Total rent expense including common area, maintenance, taxes, insurance and utilities	59,348	$ 29,684	107,491	$ 55,262
Rent payments			21,613
Stephen Saber [Member]
Non-interest bearing advances	91,397		91,397				$ 91,397
Related party loan	111,500		111,500
Accrued interest	13,135		13,135				$ 8,806
Nicholas C. Saber [Member]
Related party loan					$ 10,000
John C. Saber [Member]
Unpaid balance	64,813		64,813			64,813
Crosstech Partners [Member]
Accrued interest	$ 175		$ 175			$ 0

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CLIENT FUNDS PASS THROUGH LIABILITY (Details Narratives) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Client Funds Pass Through Liability Details Narratives
Client funds pass through liability	$ 26,300	$ 26,300

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CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Mar. 31, 2015
CURRENT ASSETS:
Cash	$ 68,852	$ 27,524
Accounts receivable, net of allowance for doubtful accounts of $7,041 at September 30, 2015 and March 31, 2015	176,706	225,253
Prepaid expenses and deposits	8,313	77,585
Total current assets	253,871	330,362
PROPERTY AND EQUIPMENT, net	63,525	87,796
INTANGIBLE ASSETS, net	1,491,645	1,615,197
GOODWILL	694,133	694,133
OTHER ASSETS:
Other assets	34,621	34,923
TOTAL ASSETS	2,537,795	2,762,411
CURRENT LIABILITIES:
Revolving loan	2,243,198	2,512,922
Accounts payable	802,824	661,032
Accrued compensation	1,513,676	1,187,749
Accrued expenses	433,600	535,309
Current portion of capital lease obligations	8,692	11,963
Deferred revenue	518,456	456,115
Client funds pass through liability	26,300	26,300
Advances from stockholders	91,397	91,397
Current portion of note payable related party	64,813	51,624
Note Payable - stockholders	110,100	110,100
Related party loan	121,500	121,500
Advances from affiliate	193,800	193,800
Current portion of deferred compensation	63,733	62,942
Total current liabilities	6,192,089	6,022,753
DEFERRED COMPENSATION, net of current portion	731,186	744,858
PROMISSORY NOTE	1,170,000	1,170,000
CONVERITBLE DEBENTURE	108,000	122,000
CAPITAL LEASE OBLIGATIONS, net of current portion	3,991	$ 7,463
RELATED PARTY LOAN	$ 35,000
NOTE PAYABLE RELATED PARTY, net of current portion		$ 13,189
TCA advisory fee obligation	$ 205,160
REDEEMABLE COMMON STOCK OBLIGATION		$ 225,000
STOCKHOLDERS' EQUITY (DEFICIENCY):
Series A convertible preferred stock, $0.001 par value, authorized, issued and outstanding 1,000	$ 1	1
Series B convertible preferred stock, $0.001 par value, authorized, issued and outstanding 15,000,000	15,000	15,000
Common stock: $0.001 par value, authorized, 500,000,000 shares; issued and outstanding, 171,190,348 and 100,002,563 shares, respectively	171,190	100,003
Additional paid-in capital	916,416	692,635
Accumulated deficit	(7,010,238)	(6,350,491)
Total stockholders' deficiency	(5,907,631)	(5,542,852)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$ 2,537,795	$ 2,762,411

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OUTLOOK

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 1. OUTLOOK

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As shown in the accompanying financial statements, as of September 30, 2015 the Company has an accumulated deficit of approximately $7,010,238 and has negative working capital of approximately $5,938,218. 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.

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DEFERRED COMPENSATION (Details Narrative)	Sep. 30, 2015	Mar. 31, 2015
Deferred Compensation Details Narrative
Discount rate for calculation net present value of the remaining payments	5.00%	5.00%

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ACQUISTION OF YOU EVERYWHERE NOW, LLC (Tables)

6 Months Ended

Sep. 30, 2015

Acquistion Of You Everywhere Now Llc Tables

Intangible assets

	September 30,			March 31,
	2015			2015
Total customer list-active & non-active	$	1,299,790		$	1,299,730
Non-compete agreement		191,900			191,900
Trademarks		185,340			185,340
Software/database		61,779			61,779
		1,738,749			1,738,749
Accumulated amortization		(247,104	)		(123,552	)
Intangible assets, net	$	1,491,645		$	1,615,197

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REVOLVING LOAN (Details Narrative) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Notes to Financial Statements
Revolving loan	$ 2,243,198	$ 2,512,922

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DEFERRED COMPENSATION (Tables)

6 Months Ended

Sep. 30, 2015

Deferred Compensation Tables

Future maturities of obligation

Year ending September 30:
2016		63,733
2017		66,997
2018		70,428
2019		74,035
2020		77,827
Thereafter		441,899
Total	$	794,919

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Concentrations of Sales to Certain Customers - During the three month period ended September 30, 2015, the Company had sales to one customer, A, that accounted for approximately 16% of total revenue. During the six month period ended September 30, 2015, the Company had sales to two customers A and B, that accounted for approximately 24% of total revenue.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Consolidated Balance Sheets Parenthetical
Accounts receivable, net of allowance for doubtful accounts	$ 7,041	$ 7,041
STOCKHOLDERS' EQUITY (DEFICIENCY):
Undesignated convertible preferred stock, authorized	25,000,000	25,000,000
Series A convertible preferred stock, par value	$ 0.001	$ 0.001
Series A convertible preferred stock, authorized	1,000	1,000
Series A convertible preferred stock, issued	1,000	1,000
Series A convertible preferred stock, outstanding	1,000	1,000
Series B convertible preferred stock, par value	$ 0.001	$ 0.001
Series B convertible preferred stock, authorized	15,000,000	15,000,000
Series B convertible preferred stock, issued	15,000,000	15,000,000
Series B convertible preferred stock, outstanding	15,000,000	15,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	171,190,348	100,002,563
Common stock, outstanding	171,190,348	100,002,563

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STOCKHOLDERS' EQUITY

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 12. STOCKHOLDERS' EQUITY

On June 15, 2015, the Company issued an aggregate of 27,205,884 shares of common stock to Stephen Saber, Nicholas Saber and John Saber, the Company's three officers and directors, at a purchase price of $0.0034 per share, for aggregate cash proceeds of $92,500. Stephen Saber, the Company's Chief Executive Officer and a Director, purchased 11,246,912 of these shares for $38,240; Nicholas Saber, the Company's President, Secretary, Treasurer and a Director, purchased 7,979,486 of these shares for $27,130; and John Saber, the Company's Chief Information Officer and a Director, purchased 7,979,486 of these shares for $27,130. 

On June 23, 2015, the Company issued an aggregate of 22,058,824 shares of common stock to Stephen Saber, Nicholas Saber and John Saber, the Company's three officers and directors, at a purchase price of $0.0034 per share, for aggregate cash proceeds of $75,000. Stephen Saber, the Company's Chief Executive Officer and a Director, purchased 9,119,118 of these shares for $31,004; Nicholas Saber, the Company's President, Secretary, Treasurer and a Director, purchased 6,469,853 of these shares for $21,998 and John Saber, the Company's Chief Information Officer and a Director, purchased 6,469,853 of these shares for $21,998.

On August 3, 2015, the Company issued an aggregate of 7,692,308 shares of common stock to Stephen Saber, Nicholas Saber and John Saber, the Company's three officers and directors, at a purchase price of $0.0065 per share, for aggregate cash proceeds of 50,000. Stephen Saber, the Company's Chief Executive Officer and a Director, purchased 3,180,000 of these shares for $20,670; Nicholas Saber, the Company's President, Secretary, Treasurer and a Director, purchased 2,256,154 of these shares for $14,665 and John Saber, the Company's Chief Information Officer and a Director, purchased 2,256,154 of these shares for $14,665.

On September 25, 2015, the company issued 3,000,000 shares of its common stock with a fair value on the issuance date of $.0055 per share for services provided under a consultant services agreement. The Company recorded consulting expense of $16,500 as a result of the issuance of these shares which is included in general and administrative expenses for the three and six month periods ended September 30, 2015.

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Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2015	Nov. 16, 2015
Document And Entity Information
Entity Registrant Name	Pulse Network, Inc.
Entity Central Index Key	0001521013
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		171,190,348
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016

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STOCK-BASED COMPENSATION

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 13. STOCK-BASED COMPENSATION

The Company recorded the stock-based compensation expense attributable to options of $15,746 and $12,196 during the three month period ended September 30, 2015 and 2014, respectively, and $27,128 and $26,506 during the six month period ended September 30, 2015 and 2014, respectively. At September 30, 2015, there was $79,881 unrecognized compensation cost related to non-vested stock options and $132,809 unrecognized compensation cost related to vested stock options which will be recognized through July 2017.

Summary of Options Activity

	Stock Options
				Weighted
				Average
				Exercise
	Options			Price
Outstanding, July 1, 2015		1,680,000		$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(45,000	)	$	0.17
Outstanding, September 30, 2015		1,635,000		$	0.17

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Consolidated Statements Of Operations
NET SALES	$ 796,262	$ 483,248	$ 2,116,072	$ 1,204,670
COST OF SALES	148,609	96,857	383,762	266,458
GROSS PROFIT	647,653	386,391	1,732,310	938,212
SELLING EXPENSES	13,503	54,966	70,621	116,218
GENERAL AND ADMINISTRATIVE EXPENSES	726,238	626,929	2,039,855	1,201,824
NET LOSS FROM OPERATIONS	(92,088)	(295,504)	(378,166)	(379,830)
INTEREST EXPENSE	143,451	99,876	281,581	260,232
NET LOSS	$ (235,539)	$ (395,380)	$ (659,747)	$ (640,062)
NET LOSS PER COMMON SHARE, basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE SHARES USED IN PER SHARE COMPUTATION, basic and diluted	148,491,867	91,200,000	126,497,215	91,123,077

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DEFERRED COMPENSATION

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 7. DEFERRED COMPENSATION

In September 2004 the Company entered into a deferred compensation arrangement with a former stockholder. Under the terms of the arrangement, beginning in January 2005, the former stockholder receives semi-monthly payments of $4,167 through December 2024. The amount included on the Company's balance sheets at September 30, 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 September 30:
2016		63,733
2017		66,997
2018		70,428
2019		74,035
2020		77,827
Thereafter		441,899
Total	$	794,919

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ACCRUED COMPENSATION

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 6. ACCRUED COMPENSATION

Accrued compensation as of September 30, 2015 and March 31, 2015 includes $1,457,188 and $1,187,749, respectively of amounts due to the three officers and directors payable under the terms of their employment agreements.

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Sep. 30, 2015

Property And Equipment Tables

Property and equipment

	September 30,			March 31,
	2015			2015
Computer equipment	$	191,536		$	197,033
Audio and video equipment		109,097			109,071
Furniture and fixtures		12,478			12,478
Office equipment		55,189			55,189
Event equipment		82,020			82,020
		455,791			455,791
Accumulated depreciation		(392,266	)		(367,995	)
Property and equipment, net	$	63,525		$	87,796

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 14. COMMITMENTS AND CONTINGENCIES

Employment agreements – On April 1, 2013 the Company entered into employment agreements with three of its executive stockholders. Each of these agreements has a five year term beginning April 1, 2013 and ending on April 1, 2018. Unless otherwise terminated each of these agreements shall annually extend for one additional year beginning on the second anniversary date of each agreement. Compensation under these agreements is as follows.

Stephen Saber, chief executive officer of the Company is to receive an annual base salary of $350,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive’s annual base salary in effect at the time of termination.

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.

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 September 30, 2015, the Company had a balance of $204,566 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 $18,000 for the year ending March 31, 2016. For each of the years ending March 31, 2017 through 2018 the minimal rent payment will be $36,000. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $9,000 and $18,000 for the three and six months ended September 30, 2015.

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CAPITAL LEASE OBLIGATIONS

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 10. 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 September 30, 2015 and March 31, 2015 is $17,562 and $25,716 respectively. The annual repayments of capital lease obligations at September 30, 2015 are as follows:

2016	$	9,608
2017		4,143
Total minimum lease payments		13,751
Less amount representing interest		1,068
Present value of minimum lease payments		12,683
Present value of minimum lease payments due within one year		8,692
Present value of net minimum lease payments due beyond one year	$	3,991

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REVOLVING LOAN

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 8. REVOLVING LOAN

On October 6, 2014, the Company borrowed $2,400,000 from TCA Global Credit Master Fund, LP (the "Lender") pursuant to the terms of a Senior Secured Revolving Credit Facility Agreement, dated September 30, 2014 (the "Credit Agreement"), among the Company, as borrower, and certain of its subsidiaries (the "Subsidiary Guarantors") as joint and several guarantors, and the Lender. The funds have been and will be used for general corporate purposes, including repayment of certain obligations of the Company. Under the Credit Agreement, the Company may borrow an amount equal to the lesser of 80% of the amount in a certain Lock Box Account (as defined in the Credit Agreement) and the revolving loan commitment, which initially is $1,400,000. The Company may request that the revolving loan commitment be raised by various specified amounts at specified times, up to a maximum of $5,000,000. In each case, the decision to grant any such increase in the revolving loan commitment is at the Lender's sole discretion. The 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 the Company will pay certain fees, as set forth in the Credit Agreement. In addition, the Company paid an additional advisory fee of $450,000 to Lender 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. As the redemption option is outside the control of the Company the redemption value of these shares had been recorded in temporary equity on the Company's balance sheet at September 30, 2015 and March 31, 2015.

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.

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 quarter ended June 30, 2015.

The balance of the revolving loan is $2,243,198 at September 30, 2015.

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CONVERTIBLE DEBENTURE

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 9. 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 has been recorded in additional paid-in capital and charged to interest expense during the quarter ended June 30, 2014. The Company has also issued 500,000 shares of common stock with an aggregate fair value of $32,000 to the purchaser in connection with this agreement which is included in general and administrative expenses in the statement of operations for the quarter ended June 30, 2014.

On November 4, 2014, the purchaser elected to convert $35,000 of the principle amount into 2,153,846 shares of the Company's common stock. On January 27, 2015 the purchaser elected to convert $18,000 of the 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 purchaser elected to convert $14,000 of the principle amount into 6,730,769 shares of the Company's common stock.

The balance of the convertible debenture is $108,000 at September 30, 2015.

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CLIENT FUNDS PASS THROUGH LIABILITY

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 11. 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 September 30, 2015 and March 31, 2015 is $26,300.

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DEFERRED COMPENSATION (Details)	Sep. 30, 2015 USD ($)
Deferred Compensation Details
2016	$ 63,733
2017	66,997
2018	70,428
2019	74,035
2020	77,827
Thereafter	441,899
Total	$ 794,919

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 30, 2015

Summary Of Significant Accounting Policies Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Concentrations of Sales to Certain Customers

During the three month period ended September 30, 2015, the Company had sales to one customer, A, that accounted for approximately 16% of total revenue. During the six month period ended September 30, 2015, the Company had sales to two customers A and B, that accounted for approximately 24% of total revenue.

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Sep. 30, 2015

Stock-based Compensation Tables

Summary of options activity

	Stock Options
				Weighted
				Average
				Exercise
	Options			Price
Outstanding, July 1, 2015		1,680,000		$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(45,000	)	$	0.17
Outstanding, September 30, 2015		1,635,000		$	0.17

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	6 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Stockholders Equity Details Narrative
Stock-based expense	$ 16,500	$ 32,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (659,747)	$ (640,062)
Adjustments to reconcile net loss to net cash provided (used for) by operating activities:
Stock-based compensation	27,128	26,506
Stock-based expense	16,500	32,000
Depreciation	24,271	$ 31,106
Amortization of intangible assets	$ 123,552
Non cash interest		$ 83,716
Non cash financing expense	$ 325,000
Changes in operating assets and liabilities:
Accounts receivable	48,547	$ (12,442)
Prepaid expenses and deposits	69,272	(6,980)
Other assets	302	725
Accounts payable	141,792	130,918
Accrued compensation	325,927	121,544
Accrued expenses	(101,709)	(22,827)
Deferred revenue	$ 62,341	153,853
Client funds pass through liability		(369,353)
Deferred compensation	$ (12,881)	(29,564)
Net cash provided (used) for operating activities	390,295	$ (500,860)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock	217,500
Proceeds from related party loan	35,000
Net repayment of revolving loan	$ (594,724)
Net proceeds from accounts receivable purchase agreement		$ 485,000
Repayment of proceeds under accounts receivable purchase agreement		(131,024)
Repayment of proceeds under accounts receivable purchase agreement - second		(58,504)
Repayment from note payable - other		(10,000)
Repayment of convertible notes		(115,404)
Proceeds from convertible debenture		175,000
Repayment of long-term debt		(58,334)
Payments of capital lease obligations	$ (6,743)	(10,726)
Repayment of advances from stockholder		(143,240)
Proceeds from note payable related party		100,000
Repayment of note payable related party		(25,876)
Advances from affiliate		188,500
Net cash (used for) provided by financing activities	$ (348,967)	395,392
NET INCREASE (DECREASE) IN CASH	41,328	(105,468)
CASH: Beginning of the period	27,524	118,215
CASH: End of the period	$ 68,852	12,747
SUPPLEMENTAL CASH FLOWS DISCLOSURE
Fair value of beneficial conversion feature recorded in additional paid in capital		$ 77,405
Convertible debenture balance converted into common stock	$ 14,000
TCA advisory fee	$ 205,160

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RELATED PARTY TRANSACTIONS

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 5. RELATED PARTY TRANSACTIONS

Advances from stockholder at September 30, 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 September 30, 2015 is $64,813.

Related party loan at September 30, 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 $13,135 and $8,806 is included in accrued liabilities at September 30, 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 on September 3, 2015. The principle balance of the related party loan for $121,500 is past due as of September 30, 2015.

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% and matures with all unpaid principle and interest on September 15, 2018. Accrued interest of $175 and $0 is included in accrued liabilities at September 30, 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 $12,622 and $7,889 is included in accrued liabilities at September 30, 2015 and March 31, 2015, respectively.

Advances from affiliate consists of $193,800 at September 30, 2015 and March 31, 2015 for 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 $65,717 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.

As of April 1, 2015, the Company subleased a portion of its office space to Crosstech Partners, LLC for fifty percent of the cost to the Company under its lease agreement. On July 1, 2015, the Company canceled the sublease agreement with Crosstech Partners, LLC.

For the three and six months ended September 30, 2015, the Company received $0 and $21,613 in rent payments which reduced the rent expense and is included in the general and administrative expenses for the Company.

Total rent expense, including common area, maintenance, taxes, insurance and utilities was $59,348 and $29,684 for the three month periods ended September 30, 2015 and 2014 respectively, and $107,491 and $55,262 for the six month periods ended September 30, 2015 and 2014, respectively.

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OUTLOOK (Details Narrative) - USD ($)	Sep. 30, 2015	Mar. 31, 2015
Outlook Details Narrative
Accumulated deficit	$ (7,010,238)	$ (6,350,491)
Working Capital	$ (5,938,218)

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CAPITAL LEASE OBLIGATIONS (Details)	Sep. 30, 2015 USD ($)
Capital Lease Obligations Details
2016	$ 9,608
2017	4,143
Total minimum lease payments	13,751
Less amount representing interest	1,068
Present value of minimum lease payments	12,683
Present value of minimum lease payments due within one year	8,692
Present value of net minimum lease payments due beyond one year	$ 3,991

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SUBSEQUENT EVENTS

6 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Note 15. SUBSEQUENT EVENTS

On October 1, 2015, TCA Global Credit Master Fund, LP, elected to convert $46,983 of outstanding principle and interest 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.

On October 2, 2015, the Company entered into a third loan agreement with related party Crosstech Partners, LLC for $21,000. The loan agreement calls for interest at 6% per annum and requires repayment of the loan and unpaid accrued interest on October 2, 2018

On October 5, 2015, the Company entered into an Asset Purchase Agreement with MikeKoenigs.com Inc. 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 to Buyer from $1,170,000 to $670,000, along with interest accrued and payable as of June 30, 2015, certain outstanding miscellaneous expenses, and sublease of certain office space described in Settlement Agreement is terminated as of September 1, 2015.

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.