UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

AMENDMENT NO. 1

TO

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 6, 2014

 

The Pulse Network, Inc.

(Exact name of registrant as specified in its charter)

  

Nevada

(State or other jurisdiction of incorporation)

 

000-54741

(Commission File Number)

 

45-4798356

 (IRS Employer Identification No.)

 

10 Oceana Way

Norwood, Massachusetts 02062

(Address of principal executive offices)(Zip Code)

 

(781) 821-6600

Registrant’s telephone number, including area code

 

 ________________________________________________

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On October 14, 2014, The Pulse Network, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) disclosing, among other things, the consummation of the transactions contemplated by that certain Securities Purchase Agreement, dated October 3, 2014, by and between the Company’s wholly owned subsidiary, The Pulse Network, Inc., a Massachusetts corporation (the “Pulse Massachusetts”), and Mike Koenigs.com, Inc., a Minnesota corporation, pursuant to which Pulse Massachusetts acquired a 100% membership interest of You Everywhere Now, LLC, a California limited liability company (“You Everywhere Now”). You Everywhere Now, in turn, holds 100% of the membership interests of VoiceFollowUp, LLC, a California limited liability company, and Traffic Geyser, LLC, a California limited liability company. This amendment is being filed to amend and supplement Item 9.01 of the Original Report to include the historical financial statements of You Everywhere Now.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

  

Exhibit

 

Description

     

99.1

 

Audited consolidated financial statements of You Everywhere Now, LLC, as of December 31, 2013.

     

99.2

 

Unaudited consolidated financial statements of You Everywhere Now, LLC, as of September 30, 2014.

 

 
2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  The Pulse Network, Inc.

(Registrant)

 
       
Date: March 30, 2015 By: /s/ Stephen Saber  
  Name:  Stephen Saber  
  Title:   Chief Executive Officer  

 

 

 

3




 

EXHIBIT 99.1

 

You Everywhere Now, LLC

 

Consolidated Financial Statements as of and for

the Year Ended December 31, 2013

 

 

 

 
1

 

YOU EVERYWHERE NOW, LLC

 

TABLE OF CONTENTS


 

  Page  
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013 :    
     

Independent Auditors’ Report

 

3

 

 

 

Consolidated Balance Sheet

   

4

 

 

 

Consolidated Statements of Operations and Member’s Equity

   

5

 

 

 

Consolidated Statement of Cash Flows

   

6

 

 

 

Notes to Consolidated Financial Statements

   

7-9

 

 

 
2

 

INDEPENDENT AUDITORS’ REPORT

 

MemberYou Everywhere Now, LLC

San Diego, California

 

We have audited the accompanying consolidated financial statements of You Everywhere Now, LLC (a California Limited Liability Company) and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2013, and the related consolidated statements of income and member’s equity and cash flows for the year then ended, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the Unites States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 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.

 

/s/ Stowe & Degon LLC 

March 9, 2015

 

 
3

 

YOU EVERYWHERE NOW, LLC
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2013

 

ASSETS    
     
CURRENT ASSETS:    
Cash   $ 687,332  
Prepaid expenses and deposits     171,833  
Total current assets     859,165  
       
PROPERTY AND EQUIPMENT, net     323,610  
       
TOTAL ASSETS   $ 1,182,775  
       
LIABILITIES AND MEMBER'S EQUITY        
       
CURRENT LIABILITIES:        
Accounts payable   $ 136,761  
Accrued expenses     101,784  
Total current liabilities     238,545  
       
COMMITMENTS AND CONTINGENCIES        
       
MEMBER'S EQUITY     944,230  
       
TOTAL LIABILITIES AND MEMBER'S EQUITY   $ 1,182,775  

 

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

 

 
4

 

YOU EVERYWHERE NOW, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND MEMBER'S EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2013

 

NET SALES   4,343,141  
     
COST OF SALES     507,012  
       
GROSS PROFIT     3,836,129  
       
SELLING EXPENSES     29,294  
GENERAL AND ADMINISTRATIVE EXPENSES     4,009,619  
       
NET LOSS FROM OPERATIONS   (202,784 )
       
OTHER EXPENSE   (14,480 )
       
NET LOSS   (217,264 )
       
MEMBER'S EQUITY BEGINNING OF YEAR     2,091,183  
       
DISTRIBUTIONS TO MEMBER     929,689  
       
MEMBER'S EQUITY END OF YEAR   $ 944,230  

 

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

 

 
5

 

YOU EVERYWHERE NOW, LLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2013

 

CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss   $ (217,264 )
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:        
Loss on disposal of property and equipment     15,422  
Depreciation and amortization     81,280  
Changes in operating assets and liabilities:        
Prepaid expenses and deposits   (114,500 )
Accounts payable   (3,620 )
Accrued expenses     62,964  
       
Net cash used for operating activities   (175,718 )
       
CASH FLOWS FROM INVESTING ACTIVITIES:        
Additions to property and equipment   (187,445 )
       
Net cash used for investing activities   (187,445 )
       
CASH FLOWS FROM FINANCING ACTIVITIES:        
Distributions to member   (929,689 )
Repayment of advances to affiliates     931,649  
       
Net cash provided by financing activities     1,960  
       
NET DECREASE IN CASH   (361,203 )
CASH:        
Beginning of period     1,048,535  
       
End of period   $ 687,332  

 

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

 

 
6

  

YOU EVERYWHERE NOW, LLC 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2013


 

1. ORGANIZATION AND NATURE OF BUSINESS

 

You Everywhere Now, LLC, VoiceFollowUp, LLC and Traffic Geyser, LLC (collectively, “ICTG”) are collectively a marketing technology services business. ICTG is complete marketing and follow up automation software. Customers of the ICTG set up a lead database and direct an “Instant Customer” on what to do. The instant customer will then automatically follow up with email, SMS/text, direct to voicemail, video, postcards and letters, and even simulated live webinars. Instant Customer does all the follow up automatically, offers a dashboard to monitor how well business is doing, what areas need focus, what areas are strong, and which methods are working most effectively to cut down unneeded marketing costs and increase profit margins.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the You Everywhere Now, LLC and its wholly owned subsidiaries Traffic Geyser, LLC and VoiceFollowup, LLC. All material intercompany transactions and balances have been eliminated in consolidation.

 

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

 

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

 

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

 

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

 

 
7

  

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition - The Company’s revenue consists principally of software as a service derived from software licensing paid on a monthly basis and recognized at the time of payment. The software licenses are monthly, may only be cancelled prior to payment and are non-refundable. Training program revenue is derived from selling training products (in the form of videos, training manuals, and online training programs) and is recognized at the time of payment. The training programs are delivered upon receipt of payment from the customer.

 

Income Taxes – The Company is organized as a limited liability company and is not subject to federal or state income taxes. The Company’s income or losses are reported on its members individual federal and state tax returns. Accordingly, there is no provision for federal income taxes in these financial statements.

 

The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company’ policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company did not have any unrecognized tax benefits or accrued interest and penalties during the year ended December 31, 2013 and does not anticipate having any unrecognized tax benefits over the next twelve months. The Company is subject to audit by the IRS for tax periods commencing January 1, 2010.

 

3. PREPAID EXPENSES AND DEPOSITS

 

Prepaid expenses and deposits includes $166,000 on deposit with the Company’s credit card processing service provider as security against customer returns and disputed charges.

 

4. PROPERTY AND EQUIPMENT

 

Property and equipment at December 31, 2013 consists of the following:

 

 

  December
2013
 

 

   

Computer equipment

 

$

305,195

 

Furniture and fixtures

   

52,068

 

Office equipment

   

3,527

 

Leasehold improvements

   

206,411

 

 

   

567,201

 

Accumulated depreciation and amortization

   

243,591

 

 

 

 

Property and equipment, net

 

$

323,610

 

  

 
8

 

5. COMMITMENTS AND CONTINGENCIES

 

The Company leases its office space under a lease agreement which took effect in March 2014 and which expires in March 2018. Rent expense for the year ended December 31, 2013 was $87,681. Remaining minimum lease payments required under the terms of the lease are $55,250 during 2014; $69,738 during 2015; $72,527 during 2016; $75,429 during 2017 and $19,596 during 2018.

  

6. SUBSEQUENT EVENTS

 

On October 6, 2014 the Company was acquired by The Pulse Network, Inc., a Nevada Corporation, for $2.5 million.

 

The Company has evaluated all subsequent events through March 9, 2015 the date the financial statements were available to be issued.

 

* * * * *

  

 


 

 



EXHIBIT 99.2

 

YOU EVERYWHERE NOW, LLC

 

TABLE OF CONTENTS

 

    Page  

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2014:

   
     

Consolidated Balance Sheets

 

2

 

Consolidated Statements of Operations and Member’s Equity

   

3

 

Consolidated Statements of Cash Flows

   

4

 

Notes to Consolidated Financial Statements

   

5

 

 

 
1

 

YOU EVERYWHERE NOW, LLC

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2014 and DECEMBER 31, 2013 (UNAUDITED)

 

    September 30,     December 31,  
    2014     2013  

ASSETS

       
         

CURRENT ASSETS:

       

Cash

 

$

785,285

   

$

687,332

 

Prepaid expenses and deposits

   

176,213

     

171,833

 
               

Total current assets

   

961,498

     

859,165

 
               

PROPERTY AND EQUIPMENT, net

   

289,411

     

323,610

 
               

TOTAL ASSETS

 

$

1,250,909

   

$

1,182,775

 
               

LIABILITIES AND STOCKHOLDERS' EQUITY

               
               

CURRENT LIABILITIES:

               

Accounts payable

 

$

315,869

   

$

136,761

 

Accrued expenses

   

167,717

     

101,784

 

Total current liabilities

   

483,586

     

238,545

 
               

COMMITMENTS AND CONTINGENCIES

               
               

MEMBERS EQUITY

   

767,323

     

944,230

 
               

TOTAL LIABILITIES AND OWNERS EQUITY

 

$

1,250,909

   

$

1,182,775

 

 

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

 

 
2

 

YOU EVERYWHERE NOW, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS  AND MEMBER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
(UNAUDITED)

 

    For The Nine Months Ended  
    September 30,
2014
    September 30,
2013
 
         

NET SALES

 

$

4,016,434

   

$

2,954,612

 
               

COST OF SALES

   

422,141

     

372,085

 
               

GROSS PROFIT

   

3,594,293

     

2,582,527

 
               

SELLING EXPENSES

   

42,799

     

20,619

 

GENERAL AND ADMINISTRATIVE EXPENSES

   

3,670,250

     

2,956,552

 
               

NET LOSS

 

(118,756

)

 

(394,644

)

               

MEMBER'S EQUITY BEGINNING OF PERIOD

   

944,230

     

2,091,183

 
               

DISTRIBUTION TO MEMBER

   

58,151

     

645,950

 
               

MEMBER'S EQUITY END OF PERIOD

 

$

767,323

   

$

1,050,589

 

 

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

 

 
3

 

YOU EVERYWHERE NOW, LLC

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

 

    2014     2013  

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net loss

 

$

(118,756

)

 

$

(394,644

)

Adjustments to reconcile net loss to net cash provided (used for) operating ativities:

               

Depreciation and amortization

   

53,453

     

28,377

 

Changes in operating assets and liabilities:

               

Prepaid expenses and deposits

 

(4,380

)

 

(51,500

)

Accounts receivable

   

-

   

(50,238

)

Accounts payable

   

179,108

     

180,780

 

Accrued expenses

   

65,933

     

86,622

 
               

Net cash provided by (used for) for operating activities

   

175,358

   

(200,603

)

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Additions to property and equipment

 

(19,254

)

 

(10,609

)

               

Net cash used for investing activities

 

(19,254

)

 

(10,609

)

               

CASH FLOWS FROM FINANCING ACTIVITIES:

               
               

Distributions to member

 

(58,151

)

 

(645,950

)

Repayment of advances to affiliates

   

-

     

429,422

 
               

Net cash used for financing activities

 

(58,151

)

 

(216,528

)

               

NET INCREASE (DECREASE) IN CASH

   

97,953

   

(427,740

)

CASH:

               

Beginning of period

   

687,332

     

1,048,535

 
               

End of period

 

$

785,285

   

$

620,795

 

 

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

 

 
4

 

YOU EVERYWHERE NOW, LLC

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR NINE MONTHS ENDED SEPTEMBER 30, 2014 (UNAUDITED)


 

1. ORGANIZATION AND NATURE OF BUSINESS

 

You Everywhere Now, LLC, VoiceFollowUp, LLC and Traffic Geyser, LLC (collectively, “ICTG”) are collectively a marketing technology services business. ICTG is complete marketing and follow up automation software. Customers of the ICTG set up a lead database and direct an “Instant Customer” on what to do. The instant customer will then automatically follow up with email, SMS/text, direct to voicemail, video, postcards and letters, and even simulated live webinars. Instant Customer does all the follow up automatically, offers a dashboard to monitor how well business is doing, what areas need focus, what areas are strong, and which methods are working most effectively to cut down unneeded marketing costs and increase profit margins.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the You Everywhere Now, LLC and its wholly owned subsidiaries Traffic Geyser, LLC and VoiceFollowup, LLC. All material intercompany transactions and balances have been eliminated in consolidation.

 

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

 

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

 

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

 

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

 

 
5

  

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition - The Company’s revenue consists principally of software as a service derived from software licensing paid on a monthly basis and recognized at the time of payment. The software licenses are monthly, may only be cancelled prior to payment and are non-refundable. Training program revenue is derived from selling training products (in the form of videos, training manuals, and online training programs) and is recognized at the time of payment. The training programs are delivered upon receipt of payment from the customer.

 

Income Taxes – The Company is organized as a limited liability company and is not subject to federal or state income taxes. The Company’s income or losses are reported on its members individual federal and state tax returns. Accordingly, there is no provision for federal income taxes in these financial statements.

 

The Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company’ policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company did not have any unrecognized tax benefits or accrued interest and penalties during the nine months ended September 30, 2014 and does not anticipate having any unrecognized tax benefits over the next twelve months. The Company is subject to audit by the IRS for tax periods commencing January 1, 2010.

 

3. PREPAID EXPENSES AND DEPOSITS

 

Prepaid expenses and deposits of $176,213 includes $166,000 on deposit with the Company’s credit card processing service provider as security against customer returns and disputed charges, $7,182 rental deposit, $2,750 in employee loans, and $281 in payroll related expenses as of September 30, 2014.

 

4. PROPERTY AND EQUIPMENT

 

Property and equipment at September 30, 2014 consists of the following:

 

    September     December  
    2014     2013  

Computer equipment

 

$

301,899

   

$

305,195

 

Furniture and fixtures

   

52,068

     

52,068

 

Office equipment

   

3,527

     

3,527

 

Development costs  

   

22,550

     

-

 

Leasehold improvements  

   

206,411

     

206,411

 
   

586,455

     

567,201

 

Accumulated depreciation and amortization

   

297,044

     

243,591

 
               

Property and equipment, net 

 

$

289,411

   

$

323,610

 

 

 
6

 

5. COMMITMENTS AND CONTINGENCIES

 

The Company leases its office space under a lease agreement which took effect in March 2014 and which expires in March 2018. Rent expense for the nine months ended September 30, 2014 was $64,580. Remaining minimum lease payments required under the terms of the lease are $18,420 during 2014; $69,738 during 2015; $72,527 during 2016; $75,429 during 2017 and $19,596 during 2018.

 

6. SUBSEQUENT EVENTS

 

On October 6, 2014 the Company was acquired by The Pulse Network, Inc., a Nevada Corporation, for $2.5 million.

 

The Company has evaluated all subsequent events through March 30, 2015 the date the financial statements were available to be issued.

 

* * * * *

 

 

 

7


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