10-K 1 form10-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

(Mark One)

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

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 000-55353

 

Pulse Evolution Group, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   26-4330545
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1115 Broadway, 12th Floor, New York, NY   10010
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (212) 537-5775

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
N/A   N/A   N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ] Yes [X] No

 

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. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
   
Non-accelerated filer [X] Smaller reporting company [X]
   
  Emerging growth company [  ]

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes [  ] No [X]

 

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates on June 29, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter) was $28,529,766.

 

The number of shares outstanding of the registrant’s common stock as of June 4, 2019, was 22,874,386 shares.

 

DOCUMENTS INCORPORATED BY REFERENCE — NONE

 

 

 

 
 

 

TABLE OF CONTENTS

FORM 10-K

 

    PAGE NO.
PART I 3
     
Item 1. Business. 4
Item 1A. Risk Factors. 7
Item 1B. Unresolved Staff Comments. 7
Item 2. Properties. 7
Item 3. Legal Proceedings. 7
Item 4. Mine Safety Disclosures. 7
     
PART II 8
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 8
Item 6. Selected Financial Data. 9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 14
Item 8. Financial Statements and Supplementary Data. 14
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 14
Item 9A. Controls and Procedures. 14
Item 9B. Other Information. 15
     
PART III 15
     
Item 10. Directors, Executive Officers and Corporate Governance. 15
Item 11. Executive Compensation. 19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 22
Item 13. Certain Relationships and Related Transactions, and Director Independence. 23
Item 14. Principal Accounting Fees and Services. 24
     
PART IV 25
     
Item 15. Exhibits, Financial Statement Schedules. 25
Item 16. Form 10-K Summary. 30
  Signatures. 31

 

2
 

 

Part I

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Information contained in this annual report on Form 10-K contains “forward-looking statements.” These forward-looking statements are contained principally in the sections titled “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our cash balances for future needs; our future operations; the relative cost of our operation methods as compared to our competitors; new production projects, entry and expansion into new markets; achieving status as an industry leader; our competitive advantages over our competitors; brand image; our ability to meet market demands; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; the risks generally associated with develop stage companies; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this annual report on Form 10-K “we”, “our”, “us” and the “Company” refer to Pulse Evolution Group, Inc., a Florida corporation, and its subsidiaries unless the context requires otherwise.

 

3
 

 

Item 1. BUSINESS

 

Overview

 

Pulse Evolution Group, Inc. (formerly known as Recall Studios, Inc.) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc.  On February 28, 2019, the Company’s corporate name was changed to Pulse Evolution Group, Inc., in recognition of the global market reputation of its major operating subsidiary, Pulse Evolution Corporation, and its stock symbol was changed to “DGLF” in recognition of the Company’s focus on ‘Digital Life’.

 

Nature of Business

 

Pulse Evolution Group, Inc. is a developer of hyper-realistic digital humans – computer generated assets that can be distributed across the full spectrum of traditional media and emerging display technologies, including live entertainment, virtual reality, augmented reality, mobile, interactive and artificial intelligence applications. The Company’s business plan is to generate revenues through the development and deployment of digital human characters, and related software, but also through roll-up acquisitions within the digital human industry. The Company believes it has the opportunity to make strategic acquisitions of technology and revenue-generating companies, to become a dominant global leader in a sizable and lucrative digital human industry that is, thus far, largely unrecognized as an industry.

 

On August 8, 2018, the Company entered into a share exchange agreement to acquire up to 100% of Evolution AI Corporation (“EAI”), a development stage artificial intelligence company, which included EAI’s 58% interest in Pulse Evolution Corporation (“PEC”). PEC is a globally recognized pioneer in the development of hyper-realistic digital humans for live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile, interactive and artificial intelligence applications. PEC’s principals are most popularly known for producing some of the most visually stunning digital humans in the history of entertainment, including the Academy Award lead character in The Curious Case of Benjamin Button (2008), the digital alter-ego of Jeff Bridges in Tron: Legacy (2010), the holographic performance of ‘Virtual Tupac Shakur’ at the Coachella Valley Music Festival (2012), and ‘Virtual Michael Jackson’ at the Billboard Music Awards (2014). Currently, we indirectly own a majority of the issued and outstanding common stock of PEC through EAI. Pursuant to the terms of the closing agreement, the Company became a 99.7% owner of EAI. The Company accounted for the transaction as a business combination using the acquisition method of accounting based on ASC 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determined that it was the accounting acquirer under ASC 805. This determination was primarily based on existing management of the Company retaining 4 of the 5 seats on the Board, the provisions of the voting rights agreement entered between the Company and the principal founder of EAI, and the operating management continuing in key roles following the business combination.

 

We believe that digital humans will be ubiquitous in society, culture and industry. In the last decade, hyper-realistic digital humans have performed in movies such as The Curious Case of Benjamin Button or on stage such as the virtual performance of a digital Tupac Shakur at the Coachella Valley Music Festival. We expect that, in years to come, digital humans will not only perform for audiences on stage and in film, but they will also represent individual consumers as digital likeness avatars, in realistic and fantasy form, appearing and interacting on the consumer’s behalf in electronic and mobile communication, social media, video game, virtual reality, and augmented reality. The Company’s long-term goal is to be the ‘face’ of artificial intelligence, to provide a human form to interactive artificially intelligent computer beings that will be common in society, providing useful information and services to people in diverse industries, such as education, health care, telecommunications, defense, transportation and entertainment.

 

Our leadership team is currently focused on applications of digital humans in entertainment. We believe the entertainment industry provides us with attractive near-term opportunities to put digital humans to work in proven performance-oriented business models, while also allowing us to use the visibility of our globally recognized celebrities to showcase our digital human technologies and their applications across other industries. Accordingly, our current business plan is to generate revenues from our digital human representations of some of the world’s best-known living and late celebrities through their appearance across a diverse array of display mediums, such as live entertainment, film and television, video games and mobile applications.

 

4
 

 

The Company has a long-term agreement with the Estate of Michael Jackson, a shareholder of the Company, to share in the revenues of any commercial use of the digital likeness of Michael Jackson. The Company is also in negotiations regarding the amendment and re-instatement of rights agreements relating to the intellectual property held by Company shareholders, the Estate of Marilyn Monroe and Authentic Brands Group / Elvis Presley Enterprises. In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau, Hong Kong, currently scheduled to open in early 2020.

 

We believe our specific business opportunity will be driven by the rapid evolution of the methods by which people access information and content through various forms of interactive electronic media. We believe that we are moving toward a world in which we will simply ask a computer a question and we will be given an answer, by a hyper-realistic digital human who possesses a universe of accurate and relevant information. Through our continued development of the world’s most advanced human animation technology, and our collaboration with the larger community of artificial intelligence pioneers, we expect that we will do more than just put a face on AI. We intend to build your most knowledgeable teacher, your most trusted advisor, and in a digital world that reveals more possibilities each day, maybe even your best friend.

 

Competition

 

We believe the prior work of our principals, continues to position the Company as a recognized leader in the production of hyper-realistic digital humans for applications in entertainment. We are aware of a number of companies connected to the video game market that are also attempting to improve the realism of digital humans in video game applications, and in other real-time applications. Traditional feature film visual effects companies also, from time to time, produce digital human characters for feature films. While such companies, in the video game markets and in the film markets, have struggled to produce digital human characters that are extremely realistic and believable as humans, we do expect the demand for digital humans and related applications to grow and such competition to intensify.

 

Employees

 

As of May 31, 2019, we have seven full-time employees and utilize independent contractors to fulfill our programming, coding and business development efforts. None of our employees are represented by a union. We consider our relations with our employees to be good.

 

Recent Developments

 

(i) Reverse Stock-Split and increase in Authorized Share Capital

 

On February 28, 2019, the Company effectuated a 1-for-30 reverse stock split, and post-split, increased the authorized Stock, par value $0.0001 per share, to 400 million shares of common stock. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented.

 

(ii) Series X Preferred Stock

 

On August 6, 2018, the Company amended its Articles of Incorporation to designate the Series X Convertible Preferred Stock, par value $0.0001 per share (the “Series X Preferred Stock”), as a series of preferred stock of the Company. 1,000,000 shares of Series X Preferred Stock are authorized. These 1,000,000 shares of Series X Preferred Stock were then issued in connection with the acquisition of Evolution AI on August 8, 2018, wherein each share of Series X Preferred Stock is convertible into 15 shares of common stock. The rights and preferences of the Series X are identical to our common stock. The Series X Preferred Stock automatically converted to 15,000,000 shares of common stock of February 28, 2019.

 

(iii) Acquisition of Evolution AI

 

On August 8, 2018, the Company entered into a share exchange agreement to acquire 100% of Evolution AI Corporation (“EAI”), which included EAI’s principal asset consisting of a 58% interest in Pulse Evolution Corporation (“PEC”). Pursuant to the terms of the closing agreement, the Company became a 99.7% owner of EAI. The Company acquired its ownership interest in EAI by issuing 1 million shares of its Series X Convertible Preferred Stock which has an aggregate fair value of $211.5 million.

 

5
 

 

The Company accounted for the transaction as a business combination using the acquisition method of accounting based on ASC 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determined that it was the accounting acquirer under ASC 805. This determination was primarily based on existing management of the Company retaining 4 of the 5 seats on the Board, the provisions of the voting rights agreement entered between the Company and John Textor the principal selling stockholder of EAI, and company management continuing to operate the business in their key roles following the business combination.

 

Contemporaneous Events and Agreements

 

(iv) Changes in Leadership

 

On August 8, 2018, Mr. John Textor, principal stockholder of EAI, was named as Chief Executive Officer and a member of the board of directors. Mr. Alexander Bafer, the Company’s Chief Executive Officer and Chairman of the Board, resigned from his role as Chief Executive Officer and was appointed as the Company’s Executive Chairman of the Board.

 

(v) Voting Agreement

 

In connection with the closing of the Exchange, Messrs. Textor and Bafer entered into a Voting Agreement as of August 8, 2018 (the “Voting Agreement”), pursuant to which Messr. Textor agreed to vote his shareholdings with Bafer constituting a 54% majority vote of all shares of the Company’s capital stock held by them (the “Textor and Bafer Shares”) as follows:

 

  1. Size of the Company’s Board. Messrs. Textor and Bafer agreed to vote their Textor and Bafer Shares to ensure that the size of the Company’s board of directors remains at five directors unless or until Messrs. Textor and Bafer unanimously determine to increase the size of the board.
     
  2. Board Composition. Messrs. Textor and Bafer agreed to vote their Textor and Bafer Shares to ensure, unless otherwise agreed in writing, that at each annual or special meeting of the shareholders or pursuant to any written consent of the shareholders, the following persons will be elected to the board: Mr. Bafer, Mr. Textor, Bradley Albert, Frank Esposito and Justin Morris.
     
  3. Availability of Board Member; Expansion of Board. In the event that any person listed in #2 above is not available to serve as a director, Messrs. Textor and Bafer agreed to amend the Voting Agreement to replace such person(s) with replacement directors; provided, however, that if Mr. Bafer is the person who is unavailable, then Mr. Bafer will identify the replacement person alone, and if Mr. Textor is the person who is unavailable, then Mr. Textor will identify the replacement person alone. In addition, if the board size is increased, it will be increased to a total of seven directors, of whom Mr. Textor will have the right, but not the obligation, to name, with the advice and consent of Mr. Bafer, and Messrs. Bafer and Textor agree to vote their Textor and Bafer Shares for such additional persons.
     
  4. Removal of Board Members. Messrs. Textor and Bafer agreed to vote their Textor and Bafer Shares to ensure that (a) no director elected pursuant to the terms of the Voting Agreement may be removed from office other than for cause unless such removal is director or approved by the agreement of Messrs. Textor and Bafer, and (b) any vacancies created by the resignation, removal of deal of any director elected pursuant to the terms of the Voting Agreement will be filled pursuant to the written agreement of Messrs. Textor and Bafer.
     
  5. Increase Authorized Common Stock. Messrs. Textor and Bafer agreed to vote their Textor and Bafer Shares to increase the number of authorized shares of Company common stock from time to time to ensure that there will be sufficient shares of common stock available for conversion of all of the shares of Series X preferred shares outstanding at any given time.

 

6
 

 

(vi) Brick Top and Southfork Share Exchange Agreement

 

Effective August 8, 2018, the Company entered into a Share Exchange Agreement (the “BTH and SV Exchange Agreement”) with Brick Top Holdings, Inc. a Florida corporation (“Brick Top”) owned by Alexander Bafer and Southfork Ventures, Inc. a Florida corporation (“Southfork”) owned by Chris Leone, the Company’s Chief Operating Officer and Director, pursuant to which the Company agreed to acquire up to all of the shares of Series A preferred stock of the Company held by Brick Top and Southfork, in exchange for the issuance of shares of Company common stock to Brick Top and Southfork. The closing of the share exchange contemplated by the BTH and SV Exchange Agreement occurred on August 8, 2018. On such date, the Company issued (i) 2,725,000 shares of Company common stock in exchange for receipt of 3,750,000 shares of Series A preferred shares from Brick Top, and (ii) 908,333 shares of Company common stock in exchange for receipt of 1,250,000 shares of Series A preferred shares from Southfork. This transaction was structured to simplify the capital structure of the Company, and to ensure voting rights were proportional and equitable among all shareholders after the EAI acquisition was completed.

 

Item 1A. Risk Factors.

 

Not required for smaller reporting companies.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

We do not own any real property. We maintain office space at 1115 Broadway, 12th Floor, New York, NY 10010 under a monthly rental agreement, which commenced on November 1, 2017, providing for rental payments of $198 per month.

 

We maintain office space at 5550 Glades Road, Suite 516, Boca Raton, Florida 33431 under a one-year rental agreement, which commenced on April 1, 2014, providing for rental payments of $3,000 per month. This lease is now on a month to month basis.

 

On February 14, 2019, the Company entered into a lease for new offices in Jupiter, Florida. The lease has an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,437. The Company has an option to extend the lease for another year until August 31, 2021 for an annual rent of $94,884 and a second option for a further annual extension until August 31, 2022 for an annual rent of $97,730.

 

Item 3. Legal Proceedings.

 

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred.

 

On August 27, 2018 plaintiff, Scott Meide, unrepresented by counsel, filed a pro se complaint in the United States District Court for the Middle District of Florida, Jacksonville Division against Pulse Evolution Corporation, now a subsidiary of the Company naming its former officers among others as defendants. The Company’s position is that the pro se Complaint is defamatory, without merit in fact or law and represents an extortive attempt to coerce payment under threat of reputational harm and has filed a motion to dismiss on September 25, 2018. We are currently awaiting the judge’s decision on the motion. A reserve for potential losses has not been established by the Company. Legal expenses associated with the case have been expensed as incurred.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

7
 

 

Part II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Our common stock is quoted on the OTC Pink tier of the OTC Markets under the symbol “DGLF.” Prior to March 27, 2019, our stock symbol was “BTOP.” Trading in OTC stocks can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock. Our stock has been thinly traded and there can be no assurance that a liquid market for our common stock will ever develop.

 

The following table sets forth the range of high and low bid prices for our common stock for the periods indicated. The information reflects inter-dealer prices, without retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.

 

   High   Low 
2017        
Quarter Ended March 31, 2017  $120.00   $0.30 
Quarter Ended June 30, 2017  $ 3.75   24.00 
Quarter Ended September 30, 2017  $30.30   15.00 
Quarter Ended December 31, 2017  15.30   9.30 
           
2018          
Quarter Ended March 31, 2018  $66.60   $9.30 
Quarter Ended June 30, 2018  $ 15.60   9.27 
Quarter Ended September 30, 2018  $23.10   $9.18 
Quarter Ended December 31, 2018  $ 12.90   $5.70 

 

On June 4, 2019, the closing sale price for our common stock was $4.75. As of June 4, 2019, there were approximately 294 record holders, an unknown number of additional holders whose stock is held in “street name” and 22,874,386 shares of common stock issued and outstanding.

 

Recent Sales of Unregistered Securities

 

Issuance of Common Stock for Cash

 

During the year ended December 31, 2018, the Company issued 623,578 shares of common stock for proceeds of $3.2 million. During the year ended December 31, 2017, the Company issued 32,625 shares of common stock for proceeds of $175,000.

 

Issuance of Common Stock and Options for Services

 

During the year ended December 31, 2018, the Company issued an aggregate of 407,943 shares of fully vested common stock with an aggregate fair value of $3.3 million to various non-employees for services.

 

On February 1, 2018, the Company granted options to purchase 16,667 shares of common stock to Alex Bafer, the Company’s Chief Executive Officer from February 1, 2018 until August 8, 2018. The options have a 10-year term and an exercise price of $28.20. The fair value of the options on the grant date was $470,000.

 

Issuance of Common Stock for Commitment Fee

 

During the year ended December 31, 2018 pursuant securities purchase agreements with Auctus Fund, the Company issued 3,072 shares to Auctus as a commitment fee at a fair value of $63,000.

 

Issuance and Recall of Common Stock for Commitment Fee Refund

 

During the year ended December 31,2017, the Company issued 3,595 shares of common stock to Labrys Fund LP, in connection with an issuance of convertible debt with a fair value of $55,000. The shares were issued subject to recall by the Company in the event that the Company repaid the convertible debt within 180 days of issuance. During the year ended December 31, 2018, the Company repaid the debt and recalled the shares within the 180-day repayment period.

 

Issuance of Common Stock upon Conversion of Note Payable

 

During the year ended December 31, 2018, the Company issued 4,333 shares of common stock for $18,000 upon the contractual conversion of principal of a convertible note payable.

 

Issuance of Common Stock for Cashless Exercise of Warrants

 

During the year ended December 31, 2018, the Company issued 15,606 shares of common stock upon the cashless exercise of 3,008 common stock purchase warrants. The Company recorded a $94,000 loss for 10,492 shares issued in excess of the contractual number of shares stipulated in the warrant. 

 

8
 

 

Issuance of Common Stock Upon Exchange of Series A Preferred Stock

 

During the year ended December 31, 2018 the Company issued 3,633,333 shares of common stock upon the exchange of 5,000,000 shares of Series A Preferred Stock pursuant to the terms of the certificate of designation of the Series A Preferred Stock. The quantity of common stock issued took into consideration the elimination of the preferential voting rights of the Series A preferred Stockholders.

 

Issuance of Common Stock Upon Conversion of Series B Preferred Stock

 

During the year ended December 31, 2018 the Company issued 66,667 shares of common stock upon the contractual conversion of 1,000,000 shares of Series B Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series B Convertible Preferred Stock.

 

Issuance of Common Stock Upon Conversion of Series C Convertible Preferred Stock

 

During the year ended December 31, 2018 the Company issued 94,966 shares of common stock upon the contractual conversion of 1,424,491 shares of Series C Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series C Convertible Preferred Stock.

 

During the year ended December 31, 2017, the Company issued 2,605,833 shares of common stock upon the contractual conversion of 39,087,500 shares of Series C Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series C Convertible Preferred Stock.

 

Issuance of Series X Convertible Preferred Stock for Business Acquisition

 

During the year ended December 31, 2018 the Company issued 1,000,000 shares of Series X Convertible Preferred stock to the selling stockholders as consideration in the acquisition of Evolution AI. During the first quarter of 2019, concurrent with the increase in the number of authorized common shares effective upon an amendment to the Company’s Certificate of Incorporation, the series X Convertible Preferred shares automatically converted into an aggregate of 15,000,000 shares of common stock. 

 

Issuance of Common Stock for Purchase of Asset

 

In November 2018, the Company acquired Namegames LLC pursuant to an agreement dated February 1, 2018 and issued 23,360 shares of common stock with an aggregate issuance date fair value of $658,000 (Note 4).

 

Item 6. Selected Financial Data.

 

Not required for smaller reporting companies.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Unless otherwise indicated, references in this Annual Report on Form 10-K to “we,” “us,” “our” and the “Company” are to Pulse Evolution Group, Inc. and its subsidiaries, unless the context requires otherwise. The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the accompanying related notes included in this Annual Report on Form 10-K.

 

Overview

 

Pulse Evolution Group, Inc.is a developer of hyper-realistic digital humans – computer generated assets that can be distributed across the full spectrum of traditional media and emerging display technologies, including live entertainment, virtual reality, augmented reality, mobile, interactive and artificial intelligence applications.

 

9
 

 

Results of Operations for the Years Ended December 31, 2018 and 2017

 

   December 31, 
   2018   2017 
         
Revenue  $-   $41 
Stock based compensation   (3,701)   (410)
Executive Compensation   (506)   (256)
Compensation   (508)   - 
Marketing and advertising   (889)   - 
Legal and Professional   (833)   (251)
Depreciation and Amortization   (8,217)   - 
General and Administrative expenses   (309)   (268)
Operating Expenses   (14,963)   (1,185)
Change in fair value of subsidiary warrant liability   (91)   - 
Change in fair value of derivative liability   741    12,367 
Gain on extinguishment of convertible notes   

1,852

    - 
Interest expense   (2,651)   (911)
Other income/(expense)   (94)   173 
Other Income/(Expense)   (243)   11,629 
Income/(Loss) from Continuing Operations   (15,206)   10,485 
Loss from discontinued operations   -    (11)
Income tax benefit   (2,114)   - 
Net (Loss)/Income  $(13,092)  $10,474 

 

Revenues

 

There were no revenues recognized for the year ended December 31, 2018. Revenues of $41,000 were recognized for the year ended December 31, 2017, which were related to the commercialization and sale of an iOS application.

 

Operating Expenses

 

During the year ended December 31, 2018 operating expenses totaled $15.0 million compared to $1.2 million for the year ended December 31, 2017. The increase of $13.8 million was primarily due to $8.2 million of amortization expense recognized from our intangible assets associated with the acquisition of EAI, $3.7 million of stock-based compensation expense, $0.9 million of investor relations and business development and $0.8 million of legal and other professional fees, including accounting and public company related fees, $0.5 million of executive compensation and $0.5 million of other compensation expense. The increase of $3.7 million of stock-based compensation expense was primarily related to the issuance of 407,943 common shares, with a fair value of approximately $3.0 million to non-employees for legal and consulting services rendered, and the vesting of employee stock options with a 10-year term, an exercise price of $28.20 and a grant date fair value of $0.5 million. The increase of $0.5 million in executive compensation during the year ended December 31, 2018 was due to increased annual salaries and bonuses payable to the Company’s chief executive officer and executive chairman. The increase of $0.5 million in other compensation expense is primarily related to increased payroll and related benefits for new employees hired during the year ended December 31, 2018.

 

Other Income/Expense

 

During the year ended December 31, 2018 other expenses totaled $0.2 million compared to other income of $11.6 million for the year ended December 31, 2017. The decrease of $11.9 million is primarily related to a lower gain of $0.7 million recognized for the change in fair value of our derivative liability during the year ended December 31, 2018, compared with $12.4 million recognized for the year ended December 31, 2017 upon the extinguishment of related debt obligations and free standing warrants, and an increase of $1.7 million of interest expense which was primarily related to the $1.3 million increase in amortization of the debt discount related to the embedded conversion options recorded and $0.4 million of coupon interest, and offset by the gain on extinguishment of $1.9 million, related to our convertible notes.

 

Income Taxes

 

During the year ended December 31, 2018, we recorded an income tax benefit of $2.1 million. The Company’s deferred tax liability is tied to our amortizable intangible assets. The amortization of intangibles of $8.2 million caused the deferred tax liability to decrease from $2.1 million, which resulted in an income tax benefit for the period.

 

Net Income/Loss

 

During the year ended December 31, 2018, our net loss was $13.1 million, compared to net income of $10.5 million for the year ended December 31, 2017.

 

Liquidity and Going Concern

 

Cash Flows (in thousands)

 

   December 31, 
   2018   2017 
         
Net cash used in operating activities  $(3,153)  $(612)
Net cash used in investing activities   -    (6)
Net cash provided by financing activities   3,107    618 
Net decrease in cash  $(46)  $- 

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

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The Company has cash of $31,000, a working capital deficiency of $18.5 million and an accumulated deficit of $21.8 million at December 31, 2018. The Company incurred an $15.2 million loss from continuing operations and used $3.2 million of cash in its operating activities for the year ended December 31, 2018. The Company expects to continue incurring losses in the foreseeable future and will need to raise additional capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that those financial statements are issued. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings.

 

In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau, Hong Kong, currently scheduled to open in January 2020. The agreement requires the Company to invest at least $2.0 million in a related production company, in exchange for which the Company has received a profit-sharing interest in the production, billing credit as associate producer, and certain rights to participate in possible future productions of DreamWorks’ Kung Fu Panda property in similar theatrical productions.

 

In March 2019, the Company raised $1.0 million by issuing 93,910 shares of its common shares for an average price of $11.28 per share to a Hong Kong-based family office group. In connection therewith, the Company has also granted warrants to acquire an additional 200,000 common shares, subject to exercise prices of between $11.00 and $13.50 per share, or $11.31 on a weighted average basis, payable in cash at any time prior to March 31, 2020. In addition, the Company has raised $778,000 through the issuance of common stock between January and May 2019 at various prices ranging between $5.00 to $9.00 per share to a number of smaller investors.

 

Management believes that the Company has access to capital through potential issuances of debt and equity securities.

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case or equity financing.

 

Operating Activities

 

For the year ended December 31, 2018, net cash used in operating activities was $3.2 million, which primarily consisted of our net loss of $13.1 million, adjusted for non-cash expenses of $9.3 million including, $8.2 million of depreciation and amortization expenses, $3.8 million of stock-based compensation expense, $1.5 million of amortization expense for the debt discount related to our convertible notes, offset by $2.1 million of income tax benefit, $1.9 million for the gain on extinguishment related to our convertible notes, $0.7 million for the change in fair value of our derivative liability, and the increase in accounts payable and accrued expenses of $0.6 million.

 

For the year ended December 31, 2017, net cash used in operating activities was $0.6 million, which primarily consisted of our net income of $10.5 million, adjusted for non-cash expenses of $11.3 million including, a $12.4 million gain recognized for the change in fair value of our derivative liability.

 

Investing Activities

 

There were no investing activities for the year ended December 31, 2018.

 

For the year ended December 31, 2017, net cash used in investing activities was nominal.

 

Financing Activities

 

For the year ended December 31, 2018, net cash provided by financing activities was $3.1 million. The net cash provided is primarily related to $3.1 million of proceeds received from the sale of our common stock, $1.8 million of proceeds received from the issuance of our convertible notes, offset by repayments of $1.8 million of our convertible notes.

 

For the year ended December 31, 2017, net cash provided by financing activities was $0.6 million. The net cash provided is primarily related to $0.5 million of proceeds received from the issuance of our convertible notes and $0.2 million of proceeds received from the sale of our common stock, offset by repayments of $40,000 of our convertible notes.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2018, there were no off-balance sheet arrangements.

 

Critical Accounting Policies

 

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities. We evaluate, on an ongoing basis, our estimates and judgments, including those related to the useful life of the assets. We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

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The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results that we report in our consolidated financial statements. The Securities and Exchange Commission (the “SEC”), considers an entity’s most critical accounting policies to be those policies that are both most important to the portrayal of a company’s financial condition and results of operations and those that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain at the time of estimation. For a more detailed discussion of the accounting policies of the Company, see Note 2 of the Notes to the Consolidated Financial Statements, “Summary of Significant Accounting Policies”.

 

We believe the following critical accounting policies, among others, require significant judgments and estimates used in the preparation of our consolidated financial statements.

 

Business Combinations

 

During the year ended December 31, 2018, the Company acquired 99.7% of Evolution AI (EAI) which included EAI’s 58% majority interest in Pulse Evolution Corporation. The transaction was accounted for as a Business Combination using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible liabilities and identifiable intangible assets acquired.

 

The Company used significant judgement in estimating the fair values of the intangible assets acquired, based on management’s forecasts of future revenues, the cost to develop these technologies, valuations of comparable technology assets, and future monetization potential. The Company recorded a deferred tax liability resulting from the acquisition and recorded Goodwill based on the excess of the purchase price over the fair value of the net identifiable intangible assets acquired, after accounting for non-controlling interest. The acquisition is a non-taxable business combination. Accordingly, the goodwill is considered non-deductible for income tax purposes. 

 

Intangible Assets

 

The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows

 

Human animation technologies 7 years
Trademark and trade names 7 years
Animation and visual effects technologies 7 years
Digital asset library 7 years
Intellectual property 7 years

 

Derivative Financial Instruments

 

The Monte Carlo Model was used to estimate the fair value of the embedded conversion features of the Company’s convertible notes. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the convertible notes. There were no extinguishment charges, as the notes converted to shares in accordance with the prepayment provisions specified in the note agreements.

 

The Company used a Black-Scholes Model to record the fair value of the warrant liability assumed at the date of acquisition and at December 31, 2018.

 

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Recently Issued Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which supersedes FASB Accounting Standards Codification (“ASC”) Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard will be effective for the Company beginning in the first quarter of fiscal year 2020 and is required to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted and will use this guidance for all goodwill impairment tests beginning January 1, 2019.

 

In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception which simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. It is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this standard on its consolidated financial statements and disclosures as of January 1, 2019. The Company’s warrants with down round features will be reclassified as equity as of the effective date.

 

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its consolidated financial statements

 

Recently Adopted Accounting Standards

 

In April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as the Company did not have a material amount of revenue.

 

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In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including for interim or annual periods for which the financial statements have not been issued or made available for issuance. The Company adopted this guidance as of January 1, 2018. See Note 4 regarding the adoption of ASU 2017-01.

 

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant date under ASC 718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard as of January 1, 2018.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required for smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data.

 

The financial statements required by this Item 8 are included at the end of this Annual Report on Form 10-K beginning on page F-1.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

New Independent Registered Public Accounting Firm

 

On January 15, 2019, the Company received a notice of resignation from Fruci & Associates II, PLLC (“Fruci”), the Company’s independent registered accounting firm. Citing its boutique size Fruci indicated that because of the Company’s change in operations and its business plan to grow substantially and quickly, the Company would be much better served by a larger audit firm with experience consistent with the Company’s future plans and change in operations. Fruci also expressed its view of the very positive working relationship between the Company and Fruci staff, a sentiment which is shared by management of the Company, and Fruci’s disappointment that the Company had grown beyond the boutique business model of Fruci.

 

Fruci’s report on the Company’s financial statements for the fiscal year ended December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Fruci’s report did contain an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. Furthermore, during the Company’s fiscal year ended December 31, 2017 and through January 15, 2019, there have been no disagreements with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Fruci’s satisfaction, would have caused Fruci to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such period.

 

Except as set forth below, for the fiscal year ended December 31, 2017 and through January 31, 2019, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K. Fruci’s report for the fiscal year ended December 31, 2017 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

 

On March 1, 2019, the Board of Directors of the Company appointed Marcum LLP (“Marcum”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through March 1, 2019, neither the Company nor anyone acting on the Company’s behalf consulted Marcum with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 9A. Controls and Procedures.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2018. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2018.

 

Report of Management on Internal Controls over Financial Reporting.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of December 31, 2018, management has not completed an effective assessment of the Company’s internal control over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework. Management has concluded that as of December 31, 2018, our internal control over financial reporting was not effective to detect the inappropriate application of U.S. GAAP. Management identified the following material weaknesses set forth below in our internal control over financial reporting.

 

We did not perform an effective risk assessment or monitor internal controls over financial reporting.
There are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of generally accepted accounting principles in the United States and SEC disclosure requirements;
Limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions due to limited personnel;

 

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The Company lacks sufficient in-house expertise and training in complex accounting principles and SEC reporting and disclosure requirements
The Company’s systems that impact financial information and disclosures have ineffective information technology controls.
The Company lacks a system of tracking obligations to identify and file income tax and other tax reports on a timely basis.

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

 

Changes in Internal Control over Financial Reporting.

 

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

Part III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Set forth below is the name, age, and positions held by our executive officers and directors:

 

Name   Age   Position(s) and Office(s) Held
John Textor   53   Chief Executive Officer and Director
Alexander Bafer   47   Executive Chairman and Director
Frank Esposito   45   Chief Legal Officer and Director
Anand Gupta   49   Chief Financial Officer
Jordan Fiksenbaum   47   President

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified.

 

Set forth below is a brief description of the background and business experience of our current executive officers and directors.

 

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John Textor. Mr. Textor was appointed as our Chief Executive Officer and Director in August 2018. He has been Executive Chairman of EAI since its inception in November 2017. EAI is a development stage company focused on the adaptation and development of human animation technology to enable diverse artificial intelligence platforms to interact with consumers in the relatable form of a human face. Mr. Textor founded PEC, a majority owned subsidiary of EAI, on May 31, 2013. PEC is a globally recognized pioneer in the development of hyper-realistic digital humans for live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile, interactive and artificial intelligence applications. From May 2015 until July 2017, he served as Chief Financial Officer of PEC. From January 2015 until July 2017, Mr. Textor served as Chief Executive Officer of PEC.

 

Mr. Textor is a globally recognized, pioneer and developer of disruptive technologies, creative content, and digital distribution business models for media, entertainment and the internet. Featured as “Hollywood’s Virtual Reality Guru”, by Forbes, Mr. Textor stands among the earliest pioneers of the convergence of entertainment media and technology. Mr. Textor is widely credited as the pioneer of the new Holographic Entertainment industry. He is responsible for the 2012 appearance of Virtual Tupac Shakur at the Coachella Valley Music Festival and the performance of Virtual Michael Jackson at the 2014 Billboard Music Awards, generating more than 100 million YouTube views and 98 billion Internet impressions worldwide.

 

At a time when major record labels and film studios were rejecting all forms of digital distribution, and Napster was treated as a ‘defendant’ more than a pioneer, Textor created an internet-based 3-D multi-user virtual world. This new technology became the first digital distribution platform to be endorsed by Metallica, one of the most outspoken opponents of Napster and online content sharing. Supported by joint-ventures with leading digital rights management companies, such as IBM, and strategic relationships with leading music artists and action sports companies, Textor’s Jester Digital Corporation was among the earliest to create internet-based multi-user virtual reality and game-like environments which paved the way for the convergence of music and the internet, massive multi-player games and the digital distribution of entertainment content.

 

Mr. Textor’s belief in the importance of high-quality computer generated visual content ultimately led him to become the largest shareholder and Co-Chairman of the predecessor to Digital Domain (HKSE: 547). He led its acquisition and restructuring from May 2006, through a NYSE valuation of $450 million in Spring 2012. The company was responsible for the visual effects of more than 80 large scale feature films, including such blockbusters as Transformers, Flags of our Fathers, Tron:Legacy, Real Steel, Pirates of the Caribbean at World’s End and Thor. Under Mr. Textor’s leadership, Digital Domain experienced a doubling of its revenues in three years and was re-established as a market leader in visual effects. The company won multiple Academy Awards, CLIO advertising awards and was recognized as the first visual effects company to deliver a believable digital human actor in The Curious Case of Benjamin Button. This achievement, known as the ‘Holy Grail of Animation’, earned the company a 2009 Academy Award for Achievement in Visual Effects. Mr. Textor resigned from Digital Domain in September 2012, providing notice through associated SEC filings of his intent to acquire Digital Domain in competition with plans proposed by various hedge funds and Digital Domain’s leading China-based shareholder. Mr. Textor’s proposals were not accepted and Digital Domain was subsequently restructured by its hedge fund stakeholders, ultimately resulting in the company’s multi-billion dollar IPO in Hong Kong.

 

In late 2013, Mr. Textor organized a group of former Digital Domain employees, including Academy Award winning digital artists and human animation specialists, to launch PEC. In 2015, Mr. Textor achieved ‘pop culture status’ as he and his principal partner were parodied in the holograms episodes of the globally successful animated sitcom, South Park. Prior to handing over day-to-day leadership of PEC to his successor management team, Mr. Textor’s Pulse Evolution created, funded, and launched a project to develop Virtual ABBA with celebrated music producer Simon Fuller, resulting in the long hoped-for reunion of the world renowned Swedish pop band, now anticipated for late 2019.

 

With a desire to pursue deeper and more globally impactful uses of digital humans, Mr. Textor created Evolution|AI Corporation. The company is focused on the adaptation and development of human animation technology. This will enable diverse artificial intelligence platforms to interact with consumers in the relatable form of a human face. Evolution|AI intends to develop a robust library of fully functional human faces, and human characters. The technology will allow people to communicate with leading artificial intelligence platforms, such as IBM’s Watson or Facebook’s Jasper, just as they would expect to communicate with another human being.

 

Tracing his roots as a programmer back to the early 1980’s Mr. Textor’s professional track record in technology began with his departure from an investment banking post at Shearson Lehman Hutton in the early 90’s. Mr. Textor became the principal founder of Wyndcrest Holdings, LLC, a private holding company focused on technology-related opportunities in entertainment, telecommunications and the Internet. Wyndcrest was best known for its support of the impressive, but then struggling Art Technology Group, a principal pioneer of internet personalization technology that would ultimately achieve a liquid $10.5 billion valuation as one of the most successful IPOs of 1999. Within Wyndcrest, he also served as the Chairman and CEO of BabyUniverse, Inc., a leading e-tailer of baby-related products, which Mr. Textor saved from insolvency with only a $300,000 investment in 2001, increasing revenues from $1 million to $40 million, and selling in October of 2007 for roughly $90 million.

 

He was a founding director and the largest shareholder of Virtual Bank, a Florida-based Internet banking startup that ultimately became a multi-billion dollar diversified financial services company, also having created several affinity branded internet banks for major corporations, such as MicrosoftVirtualBank, EMCVirtualBank, WorldcomVirtualBank and TextronVirtualBank. He was also a director of Multicast Media Technologies, Inc., a global provider of Internet-based broadcast media, which was sold successfully to KIT Digital of Czechoslovakia. Previously Mr. Textor served as Chairman of the Board and principal owner of Sims Snowboards, the world’s 2nd leading snowboard brand. During his tenure he created the World Snowboarding Championship.

 

Mr. Textor is a graduate of Wesleyan University in Middletown, CT. Mr. Textor brings our board his considerable experience in the strategic planning and growth of entertainment properties and companies, which qualifies him to serve as a director of our company.

 

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Alexander Bafer. Mr. Bafer has served as our Executive Chairman since August 2018. He also served as our Chief Executive Officer and Chairman of the Board from February 2018 to August 2018. In addition, Mr. Bafer served as our Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors from 2009 to 2016 and from April 2017 to January 2018. He also served as our Chief Development Officer and Chairman of the Board of Directors from 2016 to January 2018. Mr. Bafer is a seasoned executive and an established entrepreneur, with diverse experience in entertainment, technology, venture capital, and investment management. Mr. Bafer successfully led the organization and development of numerous startup companies, having also achieved a number of successful exits. He is principally responsible for the transformation of our Company from a film entertainment and production company, into a forward-looking entertainment technology and mixed reality company. Mr. Bafer’s business management and financial acumen were apparent even early on in his career and have permeated throughout it ever since. After graduating in the top 4% of his St. John’s University class, Mr. Bafer moved on to help manage a $500 million portfolio at Merrill Lynch in New York City. He then assumed a position as senior account executive with Preferred Securities Group in Boca Raton, Florida, where he was quickly promoted to President and Managing Director, responsible for overseeing the firm’s three trading offices, 50 registered representatives and numerous support personnel. From there he accepted an equity position as a fund manager where he was involved in all aspects of building, organizing and managing a hedge fund. Throughout his career, Mr. Bafer has been active as a venture capitalist and business incubator, where he has been instrumental in support of numerous prominent start-up ventures.

 

Frank Esposito. Mr. Esposito has served as our Chief Legal Officer since July 2014 and as our director since February 2017. Mr. Esposito also served as interim Chief Executive Officer from January 2018 until February 2018. Mr. Esposito, former general counsel to several notable production companies and previously counsel to software development and social media companies, has also represented myriad artists, including a Grammy Award nominee and feature film directors.

 

Mr. Esposito began his legal career as an Assistant Corporation Counsel for the City of New York. Representing Mayor Rudolph Giuliani and other high-level officials in litigation centering on the policies and practices of New York City, Mr. Esposito functioned as lead counsel for several high-profile litigations. Bringing a tremendously successful public sector litigation practice to conclusion, Mr. Esposito left the Corporation Counsel’s Office for a preeminent private sector litigation firm. After that firm merged with a leading international law firm, Mr. Esposito continued his representation of Fortune 500 and other multi-national corporations on an international level.

 

Mr. Esposito has spent two decades working in the legal profession representing a diverse array of clients from public officials to public corporations in nearly every business sector, including the financial services, transportation, banking, security and defense sectors. He has tried both federal and state cases, has appeared before judges, commissioners and arbitrators around the country and has argued innumerable matters before courts of varying jurisdictions. Likewise, he has counseled clients on highly capitalized transactions, joint ventures, distribution deals and business arrangements of all types. He has drafted contracts of nearly every form and successfully negotiated agreements covering a range of commercial and individual matters. During his legal career, he has developed an extensive network of individuals in nearly every type of business. Furthermore, aside from myriad professional memberships and accolades, he is the Associate Village Justice in his hometown.

 

Anand Gupta. Mr. Gupta was appointed as Chief Financial Officer and Executive Vice President of Finance of the Company in November 2018. Prior to joining our company, Mr. Gupta worked at Al Jazeera America from September 2013 until June 2016 as the Executive Vice President, Finance and Business Operations. Between January 2012 until August 2013, Mr. Gupta served as Vice-President, Business Planning and Operations at HBO. Before that, Mr. Gupta worked between May 2005 until October 2011 as Vice-President, Financial Planning at Warner Bros.

 

Mr. Gupta has extensive experience in the media and entertainment industry and also has a Big 4 audit background. His experience in the media and entertainment industry will help the Company manage its financial operations and stay compliant with audit and SEC reporting regulations.

 

17
 

 

Mr. Gupta is an alumnus of Harvard Business School, where he completed the Senior Executive Leadership Program. Mr. Gupta also graduated with an MBA from Wharton Business School, and holds membership of American Institute of Certified Public Accountants and the Institute of Chartered Accountants in England & Wales.

 

Jordan Fiksenbaum. Mr. Fiksenbaum was appointed as President on February 1, 2019, and has served as Chief Executive Officer of Pulse Evolution Corporation since June 2017. Prior to joining Pulse Evolution, Mr. Fiksenbaum was the founder and Chief Executive Officer of Pop Experience from January 2015 until May 2017. From January 2014 until September 2014, Mr. Fiksenbaum served as Vice President of Marketing/PR-Resident 7Show Division of Cirque du Soleil. Mr. Fiksenbaum has been working professionally in the live entertainment industry for over 30 years, now bringing to the Company his impressive and relevant experience in senior management including strategic planning, operations, sales, marketing, promotions, event programming, and ticketing. While at Cirque du Soleil, he was responsible for the marketing, sales and public relations initiatives of nine resident shows, including launching Michael Jackson One in Las Vegas, which features an appearance of the holographic likeness of Michael Jackson. Within the theatre industry, Mr. Fiksenbaum worked on numerous award-winning productions, including The Phantom of the Opera, Ragtime, Disney’s the Lion King, Wicked, Les Misérables and Spamalot. His extensive experience and background also include his role as former Vice President of Theatrical Productions for Kimmel Center, Inc. in Philadelphia, and serving as a senior consultant to a diverse group of companies including Feld Entertainment, Celine Dion, DuPont, the Kodak Theatre and Theatre Dreams.

 

Background and Qualifications of Directors

 

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. As more specifically described in the biographies set forth above, our directors possess relevant knowledge and experience in the finance, accounting and business fields generally, which we believe enhances the Board’s ability to oversee, evaluate and direct our overall corporate strategy.

 

Committees of our Board of Directors

 

Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board of directors.

 

Our board currently consists of Messrs. Textor, Bafer (Chair) and Esposito. We do not currently have any board committees and traditionally operate by unanimous consent.

 

Candidates for director nominees are reviewed in the context of the current composition of the board and the Company’s operating requirements and the long-term interests of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the board and the Company, to maintain a balance of knowledge, experience and capability.

 

The board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.

 

Through their own business activities and experiences each of directors have come to understand that in today’s business environment, development of useful products and identification of undervalued real estate, along with other related efforts, are the keys to building our company. The directors will seek out individuals with relevant experience to operate and build our current and proposed business activities.

 

18
 

 

Director Compensation

 

In 2018, we did not have any non-employee directors. None of our directors received additional compensation for their services as a director.

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than 10% beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 

Based solely upon our review of copies of such forms received by us, we believe that, except as hereinafter disclosed, during the fiscal year ended December 31, 2018, any required Form 3s, 4s and 5s were timely filed: Mr. Textor failed to file a Form 3 and Mr. Gupta failed to timely file a Form 3.

 

Item 11. Executive Compensation.

 

2018 Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to each of our “named executive officers,” as such term is defined in Item 402(m)(2) of Regulation S-K.

 

Name  Year   Salary ($)   Bonus ($)   All Other Compensation ($)   Total ($) 
John Textor   2018   $198,925(2)  $50,000   $-   $248,925 
Chief Executive Officer (1)   2017   $-   $-   $-   $- 
                          
Alexander Bafer
Executive Chairman and
   2018   $334,341(4)  $50,000   $469,871(5)  $854,212 
Former Chief Executive Officer (3)   2017   $125,000   $-   $-   $125,000 
                          

Anand Gupta

   2018   $22,222   $-   $-   $22,222 
Chief Financial Officer (6)   2017   $-   $-   $-   $- 

 

(1) Mr. Textor became an executive officer on August 8, 2018.

 

(2) Represents an annual salary of $500,000 of which $198,925 has been accrued from August 8, 2018 until December 31, 2018. Mr. Textor is also entitled to receive an annual bonus of $100,000 which has been accrued on a pro rata basis.

 

(3) Mr. Bafer became an executive officer in February 2018. He was appointed Chief Executive Officer in February 2018. On August 8, 2018, he resigned as Chief Executive Officer and assumed the role of Executive Chairman. The accrued salary of Mr. Bafer is reflected within the table.

 

(4) Represents (i) Annual salary of $250,000 of which $134,415 salary was accrued by Mr. Bafer as Chief Executive Officer from February 2018 to August 2018, and (ii) Annual salary of $500,000 of which $198,925 was accrued by Mr. Bafer as Executive Chairman from August 2018 to December 2018. Mr. Bafer is also entitled to receive an annual bonus of $100,000 which has been accrued on a pro rata basis.

 

(5) Represents the fair value of (i) Stock Option of 8,334 granted on February 1, 2018 as Chief Executive Officer from February 1, 2018 until August 8, 2018, and (ii) Stock Option of 8,333 granted on February 1, 2018 as Executive Chairman of the Board. These options are fully vested and have a 10-year term expiring February 2028 and have an exercise price of $28.20 per share.

 

(6) Mr. Gupta became an executive officer on November 12, 2018.

 

Narrative Disclosure to Summary Compensation Table

 

Except as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

 

19
 

 

Textor Employment Agreement

 

In connection with the closing of the Exchange, the Company entered into an employment agreement as of August 8, 2018 with Mr. Textor (the “Textor Employment Agreement”). Pursuant to the terms of the Textor Employment Agreement, the Company agreed to employ Mr. Textor as the Company’s Chief Executive Officer. The term of the Textor Employment Agreement begins as of August 8, 2018 and continues until termination of employment as set forth in the Textor Employment Agreement. In exchange for Mr. Textor’s services as Chief Executive Officer, the Company agreed to pay Mr. Textor an annual base salary of $500,000, subject to annual increases as determined in the sole discretion of the Compensation Committee or the full Board if no Compensation Committee exists. In addition, Mr. Textor is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year. Subject to the minimum bonus, the bonus will be determined based on the achievement of certain performance objectives of the Company as established by the Compensation Committee.

 

The Company may terminate Mr. Textor’s employment at any time for Cause (as hereinafter defined) or without Cause. Mr. Textor may resign at any time, either with Good Reason (as hereinafter defined) or without Good Reason. In the event of Mr. Textor’s death or total disability during the term of the Textor Employment Agreement, Mr. Textor’s employment will terminate on the date of death or total disability.

 

Upon termination of Mr. Textor’s employment by the Company, whether with Cause or without Cause, or by Mr. Textor with Good Reason or without Good Reason:

 

  (a) The Company will pay Mr. Textor his base salary and benefits (then owed, or accrued and owed in the future, but in all events and without increasing Mr. Textor’s rights under any other provision of the Textor Employment Agreement, excluding any bonus payments not yet paid) through the date of termination;
     
  (b) The Company will pay Mr. Textor accrued by unpaid bonus and benefits (then owed or accrued) through the date of termination; and
     
  (c) The Company will pay Mr. Textor any unreimbursed expenses incurred by Mr. Textor pursuant to the terms of the Textor Employment Agreement.

 

Upon termination of Mr. Textor’s employment by the Company without Cause, or by Mr. Textor with Good Reason, in addition to the payments set forth in (a) through (c) above, the Company will pay Mr. Textor (i) an amount equal to his base salary (other than bonus) as determined as of the date of termination, and (ii) any unvested incentive awards then held by Mr. Textor will immediately vest in full.

 

Upon termination of Mr. Textor’s employment by the Company with Cause, or by Mr. Textor without Good Reason, in addition to the payments set forth in (a) through (c) above, any unvested incentive awards then held by Mr. Textor will be immediately forfeited.

 

Pursuant to the terms of the Textor Employment Agreement, a termination for “Cause” means a termination based upon:

 

  (i) A material violation by Mr. Textor of any material written rule or policy of the Company (A) for which violation any employee may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee, and (B) which Mr. Textor fails to correct within 10 days after he receives written notice from the Board of such violation;
     
  (ii) Misconduct by Mr. Textor to the material and demonstrable detriment of the Company; or
     
  (iii) Mr. Textor’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony.

 

20
 

 

As used in the Textor Employment Agreement, Good Reason means the occurrence, without Mr. Textor’s express written consent, of any of the following:

 

  (1) A significant diminution by the Company of Mr. Textor’s role with the Company or a significant detrimental change in the nature and/or scope of Mr. Textor’s status with the Company (including a diminution in title);
     
  (2) A reduction in base salary or target or maximum bonus, other than as part of an across the board reduction in salaries of management personnel (including all vice presidents and positions above) of less than 20%;
     
  (3) At any time following a change of control of the Company, a material diminution by the Company of compensation and benefits (taken as a whole) provided to Mr. Textor immediately prior to a Change of Control;
     
  (4) The relocation of Mr. Textor’s principal executive office to a location more than 50 miles further from Mr. Textor’s principal residence than Mr. Textor’s principal executive office immediately prior to such relocation, or any requirement that Mr. Textor be based anywhere other than Mr. Textor’s principal executive office; or
     
  (5) Any other material breach by the Company of any of the terms and conditions of the Textor Employment Agreement.

 

The Textor Employment Agreement contains covenants regarding Mr. Textor’s non-competition and non-solicitation of employees for 12 months.

 

Bafer Agreements

 

Bafer Termination and Release Agreement

 

Concurrent with the closing of the Exchange, the Company and Mr. Bafer entered into that certain Termination and Release Agreement dated as of August 8, 2018 (the “Bafer Termination Agreement”). In connection with the Exchange and as provided in the Closing Agreement, Mr. Bafer resigned his position as Chief Executive Officer on August 8, 2018. Pursuant to the terms of the Bafer Termination Agreement, the employment agreement dated as of July 25, 2016 between the Company and Mr. Bafer (the “2016 Bafer Agreement”) was terminated effective immediately in connection with Mr. Bafer’s resignation; provided, however, that (i) the provisions of Article 4 and Article 6 (other than Sections 6.7 and 6.8) remain in full force and effect, and (ii) the parties agreed that the Company owes Mr. Bafer certain past due payments pursuant to the 2016 Bafer Agreement and other instruments between the parties, which amounts remain owed to Mr. Bafer until paid. The Bafer Termination Agreement contains customary representations and warranties that the Company and Mr. Bafer have made to each other.

 

Bafer Executive Chairman Agreement

 

Concurrent with the closing of the Exchange, the Company entered into an Agreement for Executive Chairman of Board of Directors effective August 8, 2018 (“Bafer Executive Chairman Agreement”). The Bafer Executive Chairman Agreement has a term of one year from August 8, 2018 and will continue thereafter for as long as Mr. Bafer is elected as Chairman of the Board. In exchange for Mr. Bafer’s services as Chairman of the Board, the Company agreed to pay Mr. Bafer an annual base salary of $500,000, subject to annual increases as determined in the sole discretion of the Compensation Committee or the full Board if no Compensation Committee exists. In addition, Mr. Bafer is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year. Subject to the minimum bonus, the bonus will be determined based on the achievement of certain performance objectives of the Company as established by the Compensation Committee.

 

Mr. Bafer may be removed as Chairman by the majority vote of the Company’s stockholders. The parties agree, however, that if the Bafer Executive Chairman Agreement is terminated at any time, whether by majority vote of the Company’s shareholders or otherwise, Mr. Bafer will be entitled to a lump sum payment equal to the then current base salary.

 

21
 

 

Termination of Bafer Employment Agreement

 

Concurrent with the closing of the Exchange and Mr. Bafer’s resignation as Chief Executive Officer, the 2016 Bafer Agreement was terminated effective immediately, except as set forth in the Bafer Termination Agreement.

 

Previously, the Company and Mr. Bafer entered into employment agreement effective April 11, 2017, July 25, 2016 and February 1, 2018. Such agreements are no longer in effect.

 

Outstanding Equity Awards At 2018 Fiscal Year-end

 

At the end of our last completed fiscal year, our named executive officers did not have any outstanding unexercised options, stock that has not vested, or equity incentive plan awards.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

At June 4, 2019, we had 22,874,386 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of June 4, 2019 by:

 

  each person known by us to be the beneficial owner of more than 5% of our common stock;
     
  each of our directors;
     
  each of our named executive officers; and
     
  our executive officers and directors as a group.

 

Unless otherwise indicated, the business address of each person listed is in care of 1115 Broadway, 12th Floor, New York, NY 10010. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

 

Named Executive Officers and Directors: 

Amount and Nature of Beneficial Ownership

   Percent of Class 
John Textor   8,105,037(1)   35.4%
Alexander Bafer   3,352,467(2)   14.6%
Frank Esposito   66,250(3)   * 
Jordan Fiksenbaum   474,009    2.1%
Anand Gupta   237,004    1.0%
All directors and officers as a group (5 persons)   12,234,767    53.5%

 

* Less than 1%.

 

  (1) Represents (i) 7,648,947 held jointly by Mr. Textor and Deborah W. Textor, Mr. Textor’s spouse; (ii) 246,535 held by Mrs. Textor directly; and (iii) 209,555 held by Mrs. Textor as custodian for Mr. and Mrs. Textor’s minor son. These shares are subject to the Voting agreement entered on August 8, 2018.
  (2) Represents (i) 19 shares of common stock held by Mr. Bafer; (ii) 3,300,612 shares held by Brick Top Holdings, Inc., a company owned and controlled by Mr. Bafer, and (iii) 51,836 shares of common stock issuable upon conversion of a convertible promissory note. As of December 31, 2018, the promissory note has a principal balance of approximately $264,365 and is convertible at $5.1 per share. Mr. Bafer has voting and dispositive control over the shares held by Brick Top Holdings, Inc. These shares are subject to the Voting agreement entered on August 8, 2018.
  (3) Represents (i) 66,250 shares held by Mr. Esposito, and (ii) 1 share held by Esposito Partners. Mr. Esposito has dispositive and investment control over the shares held by Esposito Partners.

 

22
 

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The Company adopted the 2014 Equity Incentive Stock Plan (the “Plan”). The Plan provides for the issuance of up to 166,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The Plan is administered by the Company’s Board, and has a term of 10 years.

 

Under this plan, 16,667 stock options have been granted to Mr. Alex Bafer, in February 1, 2018.

 

The table below sets forth information as of December 31, 2018.

 

Plan Category 

Number of securities to be issued

upon exercise of outstanding options,

warrants and rights

  

Weighted-average

exercise price of outstanding

options, warrants and rights

   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 
   (a)   (b)   (c) 
Equity compensation plans approved by security holders   16,667   $28.20    150,000 
Equity compensation plans not approved by security holders   -   $-    - 
Total   16,667   $28.20    150,000 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

We do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions. When such transactions arise, they are referred to our board of directors for its consideration.

 

Amounts owed to related parties as of December 31, 2018 and 2017 consist of the following:

 

   December 31, 
   2018   2017 
         
Alexander Bafer, Executive Chairman  $25   $31 
John Textor, Chief Executive Officer   304    - 
Others   69    - 
Total  $398   $31 

 

Our Chairman, Mr. Bafer, advanced an unsecured, non-interest-bearing loan which is due on demand. The amounts due to John Textor, Chief Executive Officer, represent a liability assumed in the acquisition of EAI. The amounts due to other related parties also represent liabilities assumed in the acquisition of EAI.

 

We assumed a $172,000 note payable due to a relative of the CEO, John Textor. The note has three-month roll-over provision and different maturity and repayment amounts if not fully paid by its due date and bears interest at 18% per annum. We have accrued default interest for additional liability in excess of the principal amount. The note is currently in default.

 

In July 2015, we issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 and cure the default. There were no other terms changed and no additional compensation paid. As of December 31, 2018, and December 31, 2017, the total outstanding principal note balance amounted to $265,000 and $434,000, including accrued interest of $161,000 and $141,000, respectively. The notes are currently past due.

 

On December 28, 2016, we issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, is due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due. As of December 31, 2018, and December 31, 2017, accrued interest of $3,000 and $1,000 is due, respectively.

 

23
 

 

Effective August 8, 2018, the Company entered into a Share Exchange Agreement (the “BTH and SV Exchange Agreement”) with Brick Top Holdings, Inc. a Florida corporation (“Brick Top”) owned by Alexander Bafer and Southfork Ventures, Inc. a Florida corporation (“Southfork”) owned by Chris Leone, the company’s Chief Operating Officer and Director, pursuant to which the Company agreed to acquire up to all of the shares of Series A preferred stock of the Company held by Brick Top and Southfork, in exchange for the issuance of shares of Company common stock to Brick Top and Southfork. The closing of the share exchange contemplated by the BTH and SV Exchange Agreement occurred on August 8, 2018. On such date, the Company issued (i) 2,725,000 shares of Company common stock in exchange for receipt of 3,750,000 shares of Series A preferred shares from Brick Top, and (ii) 908,333 shares of Company common stock in exchange for receipt of 1,250,000 shares of Series A preferred shares from Southfork. This transaction was structured to simplify the capital structure of the Company, and to ensure voting rights were proportional and equitable among all shareholders after the EAI acquisition was completed. 

 

Item 14. Principal Accountant Fees and Services.

 

The following table sets forth the fees billed or will be billed to our company for the years ended December 31, 2018 and 2017 for professional services rendered by Fruci & Associates II, PLLC (“Fruci”), our independent registered accounting firm until January 15, 2019. The Company appointed Marcum LLP as independent auditors on March 1, 2019.

 

Fees  2018   2017 
Audit Fees - Fruci  $70,306   $31,000 
Audit Fees – Marcum LLP   125,000    - 
Audit-Related Fees   -    - 
Tax Fees   -    - 
Other Fees   -    - 
Total Fees  $195,306   $31,000 

 

Audit Fees

 

Audit fees to Fruci were for professional services rendered for the audits of our annual financial statements for the year ended December 31, 2017 and for review of our quarterly financial statements during the year ended December 31, 2018. Audit fees payable to Marcum LLP were for professional services rendered for the audits of our annual financial statements for the year ended December 31, 2018.

 

Audit-Related Fees

 

During 2018 and 2017, our independent registered public accountants did not provide any assurance and related services that are reasonably related to the performance of the audit or review or our financial statements that are not reported under the caption “Audit Fees” above.

 

Tax Fees

 

As our independent registered public accountants did not provide any services to us for tax compliance, tax advice and tax planning during 2018 and 2017, no tax fees were billed or paid during those fiscal years.

 

All Other Fees

 

Our independent registered public accountants did not provide any products and services not disclosed in the table above during 2018 and 2017. As a result, there were no other fees billed or paid during 2018 and 2017.

 

Pre-Approval Policies and Procedures

 

Our board of directors has considered the nature and amount of fees billed by our independent registered public accounting firm and believe that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

 

The Company’s Board reviews, and in its sole discretion pre-approves, our independent auditors’ annual engagement letter including proposed fees and all audit and non-audit services provided by the independent auditors. Accordingly, all services described under “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees” were pre-approved by our Company’s Board. The Board may not engage the independent auditors to perform the non-audit services proscribed by law or regulation.

 

24
 

 

PART IV

 

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 

(a) Financial Statements.

 

Pulse Evolution Group, Inc.
(formerly known as Recall Studios, Inc.)

For the years ended December 31, 2018 and 2017

 

Index to the Consolidated Financial Statements

 

Contents   Page
     
Reports of Independent Registered Public Accounting Firm   F-1
     
Consolidated Balance Sheets at December 31, 2018 and 2017   F-3
     
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017   F-4
     
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2018 and 2017   F-5
     
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017   F-6
     
Notes to the Consolidated Financial Statements   F-7

 

25
 

 

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

 

To the Shareholders and Board of Directors of

Pulse Evolution Group, Inc. (formerly known as Recall Studios, Inc.) and Subsidiaries

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Pulse Evolution Group, Inc. (formerly known as Recall Studios, Inc.) and Subsidiaries (the “Company”) as of December 31, 2018, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, incurred significant operating and cash flow losses and needs to raise additional capital to sustain operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

 

/s/ Marcum llp

 

Marcum llp

 

We have served as the Company’s auditor since 2019.

 

New York, NY

June 7, 2019

 

F-1
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Recall Studios, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Recall Studios, Inc. (“the Company”) as of December 31, 2017, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 3 to the financial statements, the financial statements have been revised to incorporate changes in the income tax provision as well as the calculation of diluted earnings per share. Our opinion is not modified with respect to these matters.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

 

Consideration of the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit, net operating losses, and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Fruci & Associates II, PLLC

We served as the Company's auditor from 2017 to January 2019.

Spokane, Washington

 

April 17, 2018, except for certain diluted earnings per share and income tax provision items disclosed in Note 3, as to which the date is June 7, 2019.

 

F-2
 

 

Pulse Evolution Group, Inc.

(formerly known as Recall Studios, Inc.)
Consolidated Balance Sheets

(in thousands, except for share and per share information)

 

   December 31,
   2018   2017 
ASSETS          
Current assets          
Cash  $31   $77 
           
Total current assets   31    77 
           
Property and equipment, net   14    6 
Deposits   3    3 
Intangible assets, net   136,078    - 
Goodwill   149,975    - 
Total Assets  $286,101   $86 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)          
Current liabilities          
Accounts payable  $2,475   $- 
Accrued expenses   5,860    596 
Due to related parties   398    31 
Note payable   3,667    - 
Note payable to related party, in default, due on demand   172    - 
Convertible notes, net of discount of $456 and $290 respectively   587    923 
Convertible notes - related parties   864    1,580 
Warrant liability – subsidiary   4,528    - 
Investor deposit   -    55 
Total current liabilities   18,551    3,185 
           
Deferred income taxes   35,000    - 
           
Total Liabilities   53,551    3,185 
           
Commitments and Contingencies (Note 19)   -    - 
           
Stockholders’ Equity/(Deficit):          
Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized; 0 and 5,000,000 shares issued and outstanding as of December 31, 2018 and 2017, respectively (no liquidation preference)   -    1 
Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized; 0 and 1,000,000 shares issued and outstanding as of December 31, 2018 and 2017, respectively (no liquidation preference)   -    - 
Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized; 0 and 1,424,491 shares issued and outstanding as of December 31, 2018 and 2017, respectively (no liquidation preference)   -    - 
Series X Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding as of December 31, 2018 and 2017, respectively (no liquidation preference)          
Common stock, par value $0.0001, 400,000,000 shares authorized; 7,532,776 and 2,659,918 shares issued and outstanding as of December 31, 2018 and 2017, respectively   1    - 
Additional paid-in capital   227,570    8,053 
Non-controlling interest   26,742    - 
Accumulated deficit   (21,763)   (11,153)
Total Stockholders’ Equity/(Deficit)   232,550    (3,099)
           
Total Liabilities and Stockholders’ Equity/(Deficit)  $286,101   $86 

 

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

 

F-3
 

  

Pulse Evolution Group, Inc.

(formerly known as Recall Studios, Inc.)
Consolidated Statements of Operations
( in thousands except for share and per share information)

 

   For the Years Ended December 31, 
   2018   2017 
         
Revenue  $-   $41 
           
Operating Expenses:          
General and administrative   6,746    1,185 
Depreciation and amortization   8,217    - 
           
Total operating expenses   14,963    1,185 
           
Loss from operations   (14,963)   (1,144)
           
Other Income (Expense)          
Interest expense   (2,651)   (911)

Gain on extinguishment of convertible notes

   1,852   - 
Change in fair value of subsidiary warrant liability   (91)   - 
Change in fair value of derivative liability   741    12,367 
Other income/(expense)   

(94

)   173 
           
Total Other (Expense) Income, net   (243)   11,629 
           
Income (Loss) From Continuing Operations   (15,206)   10,485 
           
Discontinued Operations:          
           
Loss from discontinued operations   -    (68)
           
Gain on sale of discontinued operations   -    57 
           
Total Loss From Discontinued Operations   -    (11)
           

Net (Loss) Income Before Income Taxes

   (15,206)   10,474 
           
Income Tax          
Income tax benefit   (2,114)   - 
           

Net (Loss) Income

   (13,092)   10,474 
           
Net Loss attributable to non-controlling interest   2,482    - 
           

Net (Loss) Income attributable to Pulse Evolution Group, Inc.

   (10,610)  $10,474 
           

Net (loss) income from continuing operations per common share;

          
-Basic  $(2.37)  $7.12 
-Diluted  $(2.37)  $0.74 
           

Net (loss) income from discontinued operations per common share;

          
-Basic  $-   $(0.00)
-Diluted  $-   $(0.00)
           

Net (loss) income per common share;

          
-Basic  $(2.37)  $7.12 
-Diluted  $(2.37)  $0.74 
           
Weighted average common shares outstanding          
-Basic   4,481,600    1,471,933 
-Diluted   4,481,600    2,165,619 

 

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

 

F-4
 

 

Pulse Evolution Group, Inc
(formerly known as Recall Studios, Inc.)

Statements of Stockholders’ Equity (Deficit)

For the years ended December 31, 2018 and 2017

(in thousands except for share information)

 

   Series A Preferred  Series B Convertible Preferred  Series C Convertible Preferred   Series X Convertible Preferred   Common Shares,   Additional       Non-      
    $0.0001 Par Value   $0.0001 Par Value      $0.0001 Par Value    $0.0001 Par Value    $0.0001 Par Value    Paid-In   Accumulated   Controlling   Equity 
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Interest   (Deficit) 
                                                         
Balance January 1, 2017   5,000,000   $1    1,000,000   $-    40,511,991   $4    -    -    1,131    -   $7,372   $(21,627)  $(189)  $(14,439)
                                                                       
Issuance of common stock for cash                                           32,625    -    175              175 
                                                                      
Issuance of common stock for services                                           16,700    -    410              410 
                                                                      
Issuance of shares to former officer                                           33    -    -              - 
                                                                       
Conversion of series C Preferred into common stock                       (39,087,500)   (4)             2,605,833    -    4              - 
                                                                      
Elimination of non-controlling interest upon sale of S&G                                           -    -    -    -    189    189 
                                                                      
Warrants issued with convertible notes payable                                                     37              37 
                                                                      
Issuance of common stock for commitment fee                                           3,595    -    55              55 
                                                                      
Net income                                                          10,474    -    10,474 
                                                                       
Balance December 31, 2017   5,000,000   $1    1,000,000    -    1,424,491    -    -    -    2,659,917    -   $8,053   $(11,153)  $-   $(3,099)
                                                                       
Issuance of common stock for cash                                           623,578    -    3,185    -    -    3,185 
                                                                       
Issuance of common stock for services                                           407,943         3,752    -    -    3,752 
                                                                       
Issuance of common stock for commitment fee                                           3,072    -    63    -    -    63 
                                                                       
Conversion of Notes Payable into common shares                                           4,334    -    18    -    -    18 
                                                                       
Cashless exercise of warrants                                           5,114    -    -    -    -    - 
                                                                       
Excess shares issued upon cashless exercise of warrants                                            10,492         94              94 
                                                                       
Beneficial conversion feature on note payable                                                     50              50 
                                                                       
Exchange of Series A Preferred into common stock   (5,000,000)   (1)                                 3,633,333    1         -    -    - 
                                                                       
Conversion of Series B Preferred into common stock             (1,000,000)   -                        66,667    -    -    -    -    - 
                                                                       
Conversion of Series C Preferred into common stock                       (1,424,491)   -              94,966    -    -    -    -    - 
                                                                       
Issuance of Series X Preferred for business acquisition                                 1,000,000    -    -    -    211,500    -         211,500 
                                                                       
Non-controlling interest of acquired business                                                               29,224    29,224