UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~December 3031, 2015

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

For the transition period from _________ to _________

Commission File Number: 000-54741

THE PULSE NETWORK, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

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

10 Oceana Way Norwood, MA 02062

(Address of principal executive offices) (Zip Code)

(781) 688-8000

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The number of shares outstanding of the issuer's common stock, par value $0.01 per share, at ~~November~~February 1622, ~~2015~~2016 was ~~171~~251,~~190~~687,~~348~~746 shares.

THE PULSE NETWORK, INC.

TABLE OF CONTENTS

		Page	~~Page~~
PART 1 – FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15	15
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	18	18
Item 4.	Controls and Procedures	18	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 5.	Other Information	19
Item 6.	Exhibits	20

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

~~PART~~THE 1PULSE –NETWORK, ~~FINANCIAL~~INC. ~~INFORMATION~~

~~THE PULSE NETWORK, INC.~~ CONSOLIDATED BALANCE SHEETS (UNAUDITED) ~~SEPTEMBER 30, 2015 and MARCH 31, 2015~~

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

DECEMBER 31, 2015 and MARCH 31, 2015

	December 31,			March 31,
	2015			2015
ASSETS

CURRENT ASSETS:
Cash	$	32,302		$	27,524
Accounts receivable, net of allowance for doubtful accounts of $7,041 at December 31, 2015 and March 31, 2015		194,149			225,253
Prepaid expenses and deposits		53,693			77,585

Total current assets		280,144			330,362

PROPERTY AND EQUIPMENT, net		55,096			87,796

INTANGIBLE ASSESTS, net		892,605			1,615,197

GOODWILL		-			694,133

OTHER ASSETS:
Other assets		34,379			34,923

TOTAL ASSETS	$	1,262,224		$	2,762,411

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Revolving loan	$	1,987,304		$	2,512,922
Accounts payable		930,428			661,032
Accrued compensation		1,729,809			1,187,749
Accrued expenses		807,626			535,309
Current portion of capital lease obligations		7,128			11,963
Deferred revenue		404,022			456,115
Client funds pass thru liability		26,300			26,300
Advances from stockholder		91,397			91,397
Current portion of note payable related party		64,813			51,624
Note Payable - stockholders		110,100			110,100
Related party loan		121,500			121,500
Advances from affiliates		193,800			193,800
Current portion of deferred compensation		64,266			62,942

Total current liabilities		6,538,493			6,022,753

DEFERRED COMPENSATION, net of current portion		720,251			744,858
PROMISSORY NOTE		670,000			1,170,000
CONVERTIBLE DEBENTURE		108,000			122,000
CAPITAL LEASE OBLIGATIONS, net of current portion		2,525			7,463
RELATED PARTY LOAN		56,000			-
NOTE PAYABLE RELATED PARTY, net of current portion		-			13,189

COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK OBLIGATION		205,160			225,000
STOCKHOLDERS' EQUITY (DEFICIENCY):
Undesignated convertible preferred stock, authorized 25,000,000 shares designated as follows:
Series A convertible preferred stock, $0.001 par value, authorized, issued and outstanding 1,000		1			1
Series B convertible preferred stock, $0.001 par value, authorized, issued and outstanding 15,000,000		15,000			15,000
Common stock: $0.001 par value, authorized, 500,000,000 shares; issued and outstanding, 179,732,746 and 100,002,563 shares, respectively		179,732			100,003
Additional paid-in capital		961,591			692,635
Accumulated deficit		(8,194,529	)		(6,350,491	)

Total stockholders' deficiency		(7,038,205	)		(5,542,852	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	1,262,224		$	2,762,411

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

3

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

For The Three Months Ended

For The Nine Months Ended

December 31,
2015

December 31,
2014

December 31,
2015

December 31,
2014

NET SALES

$ 944,261

$ 2,198,574

$ 3,060,333

$ 3,403,244

COST OF SALES

174,448

353,117

558,210

619,576

GROSS PROFIT

769,813

1,845,457

2,502,123

2,783,668

SELLING EXPENSES

8,898

144,952

79,519

261,170

GENERAL AND ADMINISTRATIVE EXPENSES

1,119,164

2,304,550

3,159,019

3,506,374

NET LOSS FROM OPERATIONS

(358,249 )

(604,045 )

(736,415 )

(983,875 )

OTHER INCOME

550,100

-

550,100

-

IMPAIRMENT LOSS

(1,231,396 )

-

(1,231,396 )

-

ACQUISITION RELATED EXPENSE

-

(212,967 )

-

(212,967 )
INTEREST EXPENSE

(144,746 )

(170,481 )

(426,327 )

(430,712 )

NET LOSS

$ (1,184,291 )

$ (987,493 )

$ (1,844,038 )

$ (1,627,554 )

NET LOSS PER COMMON SHARE, basic and diluted

$ (0.01 )

$ (0.01 )

$ (0.01 )

$ (0.02 )

WEIGHTED AVERAGE SHARES USED IN PER SHARE COMPUTATION, basic and diluted

174,625,878

96,523,439

142,540,103

92,923,198

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

4

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

2015

2014

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (1,844,038 )

$ (1,627,554 )
Adjustments to reconcile net loss to net cash provided (used for) by operating activities:

Stock-based compensation

33,862

40,246

Stock-based expense

16,500

61,000

Depreciation

32,700

48,507

Amortization of intangible assets

185,329

61,776

Amortization of deferred financing costs

-

448,175

Non cash interest expense

-

83,716

Non cash financing expense

325,000

-

Other income (expenses)

(550,100 )

-

Impairment loss

1,231,396

Changes in operating assets and liabilities:

Accounts receivable

31,104

(66,568 )
Prepaid expenses and deposits

23,892

(60,345 )
Other assets

544

1,088

Accounts payable

273,896

(93,144 )
Accrued compensation

542,060

301,582

Accrued expenses

317,917

401,628

Deferred revenue

(52,093 )

(671 )
Client funds pass through liability

-

(370,271 )
Deferred compensation

(23,283 )

(44,624 )

Net cash provided by (used for) for operating activities

544,686

(815,459 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash acquired from You Everywhere Now acquisition

-

202,439

Additions to property and equipment

-

(35,771 )

Net cash provided by (used for) investing activities

-

166,668

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuance of common stock

217,500

-

Proceeds from related party loan

56,000

-

Net (repayment) proceeds from revolving loan

(803,635 )

690,045

Deferred financing costs

-

(70,000 )
Repayment from note payable - other

-

(10,000 )
Repayment of convertible notes

-

(115,404 )
Proceeds from convertible debenture

-

175,000

Repayment of long-term debt

-

(58,334 )
Payments of capital lease obligations

(9,773 )

(16,292 )
Net proceeds from note payable - stockholders

-

6,311

Repayment of advances from stockholder

-

(173,240 )
Proceeds from note payable related party

-

100,000

Repayment of note payable related party

-

(44,101 )
Advances from affiliate

-

196,000

Net cash (used for) provided by financing activities

(539,908 )

679,985

NET INCREASE IN CASH

4,778

31,194

CASH:

Beginning of period

27,524

118,215

End of period

$ 32,302

$ 149,409

SUPPLEMENTAL CASH FLOWS DISCLOSURE

Convertible debenture balance converted into common stock

$ 14,000

$ 35,000

Reduction of obligation on redeemable common stock

$ 19,840

$ -

TCA revolving loan converted into common stock

$ 46,983

$ -

Acqusition of You Everywhere Now, LLC. assets financed through long and short term debt

$ -

$ 2,297,560

Deferred financing costs financed with debt

$ -

$ 450,000

Deferred financing costs settled through the issuance of common stock

$ -

$ 225,000

Deferred financiing costs financed with debt

$ -

$ 91,350

Deferred financiing costs included in accrued expenses at December 31, 2014

$ -

$ 60,000

You Everywhere Now, LLC. leasehold improvements acquired through debt proceeds

$ -

$ 30,000

Note payable - bank paid with new debt proceeds

$ -

$ 150,000

Longterm debt paid with new debt proceeds

$ -

$ 165,000

Fair value of beneficial conversion feature recorded in additional paid in capital

$ -

$ 77,405

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

5

THE PULSE NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.
OUTLOOK

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As shown in the accompanying financial statements, as of ~~September~~December 3031, 2015 the Company has an accumulated deficit of ~~approximately~~ $78,~~010~~194,~~238~~529 and has negative working capital of ~~approximately~~ $56,~~938~~258,~~218~~349. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of new business opportunities.

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

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

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Concentrations of Sales to Certain Customers - – During the three month period ended ~~September~~December 3031, 2015, the Company had sales to one customer, A, that accounted for approximately 1630% of total revenue. During the ~~six~~nine month period ended ~~September~~December 3031, 2015, the Company had sales to two customers A and B, that accounted for approximately 24% of total revenue.

3.
ACQUISTION OF YOU EVERYWHERE NOW, LLC

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

The Company paid consideration to the seller comprised of a promissory note payable to the seller in the amount of $1,170,000 and cash of $1,047,560 financed through debt proceeds. The Company assumed liabilities of the seller totaling $244,450. The Company allocated the purchase price to intangible assets with a fair value of $1,738,750 and accounts receivable of $29,127. The excess of the consideration paid over the fair value of the assets acquires totaling $694,133 was recorded as goodwill on the Company's balance sheet at December 31, 2014. The Company estimated the useful lives of the various identifiable intangible assets acquired to be between two and fifteen years.

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

~~The~~Intangible Company paid consideration to the seller comprised of a promissory note payable to the seller in the amount of $1,170,000 and cash of $1,047,560 financed through debt proceeds. The Company assumed liabilities of the seller totaling $244,450. The Company allocated the purchase price to intangible assets with a fair value of $1,738,750 and accounts receivable of $29,127. The excess of the consideration paid over the fair value of the assets acquires totaling $694,133 has been recorded as goodwill on the Company's balance sheet at December 31, ~~2014. The Company has estimated the useful lives of the various identifiable intangible assets acquired to be between two and fifteen years. Intangible assets at September 30,~~ 2015 and March 31, 2015 consist of the following:

	September 30,			March 31,
	December 31,			March 31,
	2015			2015
Total customer list-active & non-active	$	1762,~~299,790~~467		$	1,299,730
Non-compete agreement		191,900			191,900
Trademarks		185,340			185,340
Software/database		61,779			61,779
		1,738,749			1,738,749
		1,201,486			1,738,749
Accumulated amortization		(~~247~~308,~~104~~881	)		(123,552	)
Intangible assets, net	$	1892,~~491,645~~605		$	1,615,197

The Company incurred direct cost related to the acquisition of You Everywhere Now totaling $212,967 which is reported in the Company's statement of operations for the ~~year~~three and nine month periods ended ~~March~~December 31, ~~2015~~2014 as acquisition related expenses.

4. ~~PROPERTYAND~~ASSET ~~EQUIPMENT~~PURCHASE AGREEMENT

~~Property~~On October 5, 2015, the Company entered into an Asset Purchase Agreement with MikeKoenigs.com Inc. ("Buyer"). The Company sold full ownership, intellectual property and ~~equipment~~administrative atrights ~~September~~to all Publish and Profit courses and products, including the main product plus certification products, all Top Gun Consulting Toolkit courses and products, including the main product plus certification products, the Publish and Profit Facebook Group,the Publish and Profit Kajabi Site, all Publish and Profit digital assets on Amazon S3, Youtube or Vimeo, all Publish and Profit customer records, spreadsheets, and customer data, all You Everywhere Now "YEN" assets including the You Everywhere Now Facebook Group. The Company and Buyer agreed to decrease the promissory note due to Buyer from $1,170,000 to $670,000, along with $45,600 of interest accrued and payable as of June 30, 2015, $4,500 in certain outstanding miscellaneous expenses, and ~~March~~sublease 31of certain office space described in Settlement Agreement is terminated as of September 1, 2015. ~~consists~~The foregiveness of the ~~following:~~note payable balance, accrued interest and miscellaneous expenses, totaling $550,100 was recorded in other income as of December 31, 2015.

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

5.
PROPERTY AND EQUIPMENT

5.Property ~~RELATED~~and ~~PARTY~~equipment ~~TRANSACTIONS~~at December 31, 2015 and March 31, 2015 consists of the following:

Advances from stockholder at September 30, 2015 and March 31, 2015, consists of non-interest bearing advances of $91,397 from Stephen Saber. These advances have no set repayment terms.

	December 31,			March 31,
	2015			2015
Computer equipment	$	197,033		$	197,033
Audio and video equipment		109,071			109,071
Furniture and fixtures		12,478			12,478
Office equipment		55,189			55,189
Event equipment		82,020			82,020
		455,791			455,791
Accumulated depreciation		(400,695	)		(367,995	)

Property and equipment, net	$	55,096		$	87,796

Note payable related party consists of a loan from John C. Saber, the father of the three majority stockholders. Under the terms of the note agreement dated May 15, 2014 the Company borrowed $100,000 repayable in monthly principal and interest installments of $4,614 through maturity in May 2016. This note accrues interest at 10% per annum. The unpaid balance of this note at September 30, 2015 is $64,813.

Related party loan at September 30, 2015 consists of loans previously due to Stephen Saber in the amount of $111,500 and Nicholas C. Saber in the amount of $10,000. Accrued interest of $13,135 and $8,806 is included in accrued liabilities at September 30, 2015 and March 31, 2015, respectively. These loans were transferred to Crosstech Partners, LLC during the fourth quarter of fiscal 2014. Stephen, Nicholas and John Saber own 100% of Crosstech Partners, LLC. The loan bears interest at 6.5% ~~and~~RELATED ~~matured~~PARTY ~~with all unpaid principal and interest on September 3, 2015. The principle balance of the related party loan for $121,500 is past due as of September 30, 2015.~~TRANSACTIONS

OnAdvances ~~September~~from ~~15,~~stockholder ~~2015,~~at ~~the~~December ~~Company~~31, ~~entered~~2015 ~~into~~and aMarch ~~second loan agreement with related party Crosstech Partners~~31, ~~LLC for $35~~2015,~~000.~~ ~~The~~consists ~~loan~~of ~~bears~~ non-interest atbearing 6%advances ~~and matures with all unpaid principle and interest on September 15, 2018. Accrued interest~~ of $~~175~~91,397 ~~and~~from $0Stephen isSaber. ~~included~~These inadvances ~~accrued~~have ~~liabilities~~no atset ~~September~~repayment ~~30, 2015 and March 31, 2015, respectively~~terms.

Note payable –related ~~stockholders~~party ~~consist~~consists of a ~~note~~loan ~~dated~~from ~~September~~John 3C. Saber, ~~2013 under~~ the ~~terms~~father of ~~which~~ the ~~Company borrowed $110,100 from Saber Insurance Trust, of which the~~ three majority stockholders ~~are primary beneficiaries~~. ~~The~~Under ~~original~~the ~~loan~~ terms ~~stated repayment~~ of the ~~loan~~note ~~was~~agreement todated beMay ~~made in full by June 1~~15, 2014 ~~including interest at 8.6% per annum. During~~ the ~~year ended March 31, 2015 the maturity date of the loan was extended to June 30, 2016. The~~ Company ~~received~~borrowed ~~net proceeds of~~ $~~103~~100,000 ~~reflecting~~repayable ~~a discount~~ in ~~the~~monthly ~~amount~~principal ofand ~~$7,100 representing the~~ interest toinstallments ~~be earned over the term~~ of ~~the~~$4,614 ~~note. The discount was amortized~~ through amaturity ~~charge~~in toMay ~~interest~~2016. ~~expense~~This ~~using~~note ~~the~~accrues interest ~~method~~at ~~over~~10% ~~the~~per ~~original term of the loan~~annum. ~~Accrued~~The ~~interest~~unpaid balance of ~~$12,622~~this ~~and~~note ~~$7,889 is included in accrued liabilities~~ at ~~September~~December 3031, 2015 and March 31, 2015, ~~respectively~~is $64,813.

~~Advances~~Related ~~from~~party ~~affiliate~~loan at December 31, 2015 consists of loans previously due to Stephen Saber in the amount of $~~193~~111,~~800~~500 and Nicholas C. Saber in the amount of $10,000. Accrued interest of $15,340 and $8,806 is included in accrued liabilities at ~~September~~December 3031, 2015 and March 31, 2015, ~~for~~respectively. ~~advances~~These ~~from~~loans were transferred to Crosstech Partners, LLC during the fourth quarter of fiscal 2014. Stephen, Nicholas and John Saber own 100% of Crosstech Partners, LLC. The loan bears interest at 6.5% and matured with noall ~~stated~~unpaid ~~repayment~~principal ~~terms~~and interest due on September 3, 2015. The principle and accrued interest balances of the related party loan for $121,500 are past due at December 31, 2015.

~~The~~On ~~Company~~September ~~leases~~15, ~~its~~2015, ~~office~~the ~~space~~Company ~~under~~entered into a ~~non-cancelable~~second ~~lease~~loan agreement with a related party ~~which~~Crosstech ~~expires~~Partners, ~~April~~LLC ~~30,~~for ~~2024~~$35,000. ~~Future~~The ~~minimum~~loan ~~rent~~bears ~~payments~~interest ~~under~~at ~~this~~6% ~~agreement~~per ~~are~~annum ~~$65,717~~and ~~for~~matures ~~the~~with ~~year~~all ~~ending~~unpaid ~~March~~principle ~~31,~~and ~~2016.~~interest ~~For~~due ~~each~~on ofSeptember ~~the~~15, ~~years~~2018. ~~ending~~Accrued ~~March~~interest ~~31,~~of ~~2017~~$705 ~~through~~and ~~2024~~$0 ~~the~~is ~~minimal~~included ~~rent~~in ~~payment~~accrued ~~will~~liabilities beat ~~$131,433~~December ~~and $21~~31,~~906~~ ~~for~~2015 ~~the~~and ~~year ending~~ March 31, ~~2025.~~2015, respectively.

AsOn ofOctober ~~April 1~~2, 2015, the Company ~~subleased~~entered into a ~~portion~~third ofloan ~~its~~agreement ~~office~~with ~~space~~related toparty Crosstech Partners, LLC for ~~fifty~~$21,000. ~~percent~~The ofloan ~~the~~bears ~~cost~~interest toat ~~the~~6% ~~Company~~per ~~under~~annum ~~its~~and ~~lease~~matures ~~agreement.~~with Onall ~~July~~unpaid 1,principle ~~2015~~and interest due on October 2, ~~the~~2018. ~~Company~~Accrued ~~canceled~~interest ~~the~~of ~~sublease~~$317 ~~agreement~~and ~~with~~$0 ~~Crosstech~~is ~~Partners~~included in accrued liabilities at December 31, ~~LLC.~~2015 and March 31, 2015, respectively.

~~For~~Note payable – stockholders consist of a note dated September 3, 2013 under the terms of which the Company borrowed $110,100 from Saber Insurance Trust, of which the three ~~and~~majority ~~six~~stockholders ~~months~~are primary beneficiaries. The original loan terms stated repayment of the loan was to be made in full by June 1, 2014 including interest at 8.6% per annum. During the year ended ~~September~~March 3031, 2015, the maturity date of the loan was extended to June 30, 2016. The Company received $0net ~~and~~proceeds of $21103,~~613~~000 reflecting a discount in ~~rent~~the ~~payments~~amount ~~which~~of ~~reduced~~$7,100 representing the ~~rent~~interest to be earned over the term of the note. The discount was amortized through a charge to interest expense using the interest method over the original term of the loan. Accrued interest of $14,989 and $7,889 is included in ~~the~~accrued ~~general~~liabilities ~~and~~at ~~administrative~~December ~~expenses~~31, ~~for~~2015 ~~the~~and ~~Company.~~March 31, 2015, respectively.

~~Total~~Advances ~~rent~~from ~~expense,~~affiliate ~~including~~consists ~~common~~of ~~area, maintenance, taxes, insurance and utilities was~~ $59193,~~348~~800 ~~and~~at ~~$29,684~~December ~~for the three month periods ended September 30~~31, 2015 and ~~2014~~March ~~respectively~~31, ~~and~~2015 ~~$107,491~~represents ~~and~~advances ~~$55,262~~from ~~for~~Crosstech ~~the~~Partners, ~~six~~LLC ~~month~~with ~~periods~~no ~~ended~~stated ~~September~~repayment ~~30, 2015 and 2014, respectively~~terms.

6The Company leases its office space under a non-cancelable lease agreement with a related party which expires April 30, 2024. ~~ACCRUED~~Future ~~COMPENSATION~~minimum rent payments under this agreement are $32,859 for the year ending March 31, 2016. For each of the years ending March 31, 2017 through 2024 the minimal rent payment will be $131,433 and $21,906 for the year ending March 31, 2025.

~~Accrued~~Total ~~compensation~~rent asexpense, ofincluding ~~September~~common 30area, ~~2015~~maintenance, ~~and~~taxes, ~~March~~insurance ~~31,~~and ~~2015~~utilities ~~includes~~was $147,~~457,188~~465 and $134,~~187,749,~~525 ~~respectively~~for ofthe ~~amounts~~three ~~due~~month toperiods ~~the~~ended ~~three~~December ~~officers~~31, 2015 and ~~directors~~2014 ~~payable~~respectively, ~~under~~and $154,956 and $64,309 for the ~~terms~~nine ofmonth ~~their~~periods ~~employment~~ended ~~agreements~~December 31, 2015 and 2014, respectively.

7. ~~DEFERRED~~ACCRUED COMPENSATION

InAccrued ~~September 2004 the Company entered into a deferred~~ compensation ~~arrangement~~as ~~with a former stockholder. Under the terms~~ of ~~the arrangement, beginning in January 2005, the former stockholder receives semi-monthly payments of $4,167 through~~ December ~~2024. The amount included on the Company's balance sheets at September 30~~31, 2015 and March 31, 2015 ~~represents~~includes ~~the~~$1,667,146 ~~net~~and ~~present~~$1,187,749, ~~value~~respectively of ~~the~~amounts ~~remaining~~due ~~payments calculated using a discount rate of 5%. The amount of deferred compensation expected~~ to ~~be paid within twelve months of~~ the ~~balance~~three ~~sheet~~officers ~~date~~and isdirectors ~~classified~~payable asunder ~~a current liability with~~ the ~~remainder~~terms ~~classified as non-current. Future maturities~~ of ~~this~~their ~~obligation~~employment ~~are~~agreements. ~~as follows:~~

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

8.
DEFERRED COMPENSATION

8In September 2004 the Company entered into a deferred compensation arrangement with a former stockholder. ~~REVOLVING~~Under ~~LOAN~~the terms of the arrangement, beginning in January 2005, the former stockholder receives semi-monthly payments of $4,167 through December 2024. The amount included on the Company's balance sheets at December 31, 2015 and March 31, 2015 represents the net present value of the remaining payments calculated using a discount rate of 5%. The amount of deferred compensation expected to be paid within twelve months of the balance sheet date is classified as a current liability with the remainder classified as non-current. Future maturities of this obligation are as follows:

On October 6, 2014, the Company borrowed $2,400,000 from TCA Global Credit Master Fund, LP (the "Lender") pursuant to the terms of a Senior Secured Revolving Credit Facility Agreement, dated September 30, 2014 (the "Credit Agreement"), among the Company, as borrower, and certain of its subsidiaries (the "Subsidiary Guarantors") as joint and several guarantors, and the Lender. The funds have been and will be used for general corporate purposes, including repayment of certain obligations of the Company. Under the Credit Agreement, the Company may borrow an amount equal to the lesser of 80% of the amount in a certain Lock Box Account (as defined in the Credit Agreement) and the revolving loan commitment, which initially is $1,400,000. The Company may request that the revolving loan commitment be raised by various specified amounts at specified times, up to a maximum of $5,000,000. In each case, the decision to grant any such increase in the revolving loan commitment is at the Lender's sole discretion. The original maturity date of this loan was on the earlier of March 30, 2015 and has been extended to November 1, 2016, subject to a six-month extension at the request of the Company, or upon 60 days written notice by the Lender. The Company may prepay the Revolving Loan (as defined in the Credit Agreement), without penalty, provided it is repaid more than 180 days prior to maturity date. If Company prepays more than eighty percent (80%) of the Revolving Loan Commitment within 9 days following the effective date, there is a prepayment penalty equal to 2.5% of the Revolving Loan Commitment (as defined in the Credit Agreement).

Year ending December 31:
2016		64,266
2017		67,557
2018		71,017
2019		74,654
2020		78,478
Thereafter		428,545
Total	$	784,517

~~The loan bears interest at the rate of 11% per annum, and the Company will pay certain fees, as set forth in the Credit Agreement~~9. InREVOLVING ~~addition, the Company paid an additional advisory fee of $450,000 to Lender during the quarter ended December 31, 2014.~~LOAN

On October 306, 2014, the Company ~~issued~~borrowed to$2,400,000 from TCA Global Credit Master Fund, LP (the "Lender" ~~4,500,000~~or ~~shares~~"TCA") pursuant to the terms of ~~redeemable~~a ~~common~~Senior ~~stock~~Secured inRevolving ~~payment~~Credit ofFacility Agreement, dated September 30, 2014 (the ~~advisory~~"Credit ~~fee~~Agreement"), among the Company, as ~~stated~~borrower, inand certain of its subsidiaries (the ~~credit~~"Subsidiary ~~agreement.~~Guarantors") ~~The~~as ~~lender~~joint ~~could~~and ~~require~~several guarantors, and the ~~Company~~Lender. toThe ~~redeem~~funds ~~these~~have ~~shares~~been ~~for~~and anwill ~~amount~~be upused tofor ~~$450,000~~general ~~one~~corporate ~~year~~purposes, ~~from~~including ~~the~~repayment ~~effective~~of ~~date~~certain obligations of the ~~agreement~~Company. OnUnder ~~December~~the 16Credit Agreement, ~~2014~~ the Company ~~and~~may borrow an amount equal to the ~~lender~~lesser ~~entered~~of ~~into~~80% of the ~~first~~amount ~~amendment~~in toa certain Lock Box Account (as defined in the Credit Agreement) ~~under~~and the revolving loan commitment, which ~~the~~initially ~~available~~is ~~borrowing~~$1,400,000. ~~amount~~The ~~was~~Company ~~increased~~may ~~and~~request that the ~~original~~revolving ~~advisory~~loan ~~fee~~commitment inbe ~~the~~raised ~~amount~~by various specified amounts at specified times, up to a maximum of $~~450~~5,000,000. ~~was~~In ~~added~~each tocase, the ~~outstanding~~decision ~~loan~~to ~~amount~~grant ~~with~~any ~~the~~such ~~lender~~increase ~~and~~in the ~~shares~~revolving ~~issued~~loan oncommitment ~~October~~is ~~30,~~at ~~2014~~the ~~were~~Lender's ~~deemed~~sole todiscretion. beThe inoriginal ~~settlement~~maturity date of athis ~~new~~loan ~~advisory~~was ~~fee~~on in the ~~amount~~earlier of ~~$225~~March 30,~~000.~~ ~~Under~~2015 ~~the~~and ~~terms~~has ofbeen ~~the~~extended ~~amendment~~to ~~these~~November ~~shares~~1, ~~are~~2016, ~~redeemable~~subject to a six-month extension at the ~~option~~request of the ~~lender~~Company, ~~for~~or anupon ~~amount~~60 updays towritten ~~$225,000~~notice by the Lender. The Company may prepay the Revolving Loan (as defined in the ~~agreement.~~Credit AsAgreement), ~~the~~without ~~redemption~~penalty, ~~option~~provided it is ~~outside~~repaid ~~the~~more ~~control~~than of180 ~~the~~days prior to maturity date. If Company ~~the~~prepays ~~redemption~~more ~~value~~than ofeighty ~~these~~percent ~~shares~~(80%) ~~had~~of ~~been~~the ~~recorded~~Revolving inLoan ~~temporary~~Commitment within ~~equity~~9 ondays following the ~~Company's~~effective ~~balance~~date, ~~sheet~~there atis ~~September~~a ~~30,~~prepayment ~~2015~~penalty ~~and~~equal ~~March~~to ~~31,~~2.5% ~~2015~~of the Revolving Loan Commitment (as defined in the Credit Agreement).

The loan bears interest at the rate of 11% per annum, and required the Company to pay certain fees, as set forth in the Credit Agreement. In addition, the Company paid an additional advisory fee of $450,000 to Lender during the quarter ended December 31, 2014.

On October 30, 2014, the Company issued to the Lender 4,500,000 shares of redeemable common stock in payment of the advisory fee as stated in the credit agreement. The lender could require the Company to redeem these shares for an amount up to $450,000 one year from the effective date of the agreement. On December 16, 2014 the Company and the lender entered into the first amendment to the Credit Agreement under which the available borrowing amount was increased and the original advisory fee in the amount of $450,000 was added to the outstanding loan amount with the lender and the shares issued on October 30, 2014 were deemed to be in settlement of a new advisory fee in the amount of $225,000. Under the terms of the amendment these shares are redeemable at the option of the lender for an amount up to $225,000 as defined in the agreement.

On September 14, 2015, TCA sold the 4,500,000 redeemable common shares to a third party for net proceeds of $19,840. As a result of the sale of the redeemable common shares by TCA the Company is obligated to issue additional redeemable common shares to TCA which have a fair value of $205,160 or to settle this obligation in cash.As the redemption option is outside the control of the Company the redemption value of these shares has been recorded in temporary equity on the Company's balance sheet at December 31, 2015 and March 31, 2015.

In addition to the advisory fee described above the Company incurred fees totaling $896,350 in order to obtain this debt financing. These fees were included in general and administrative expense during the third and fourth quarters of 2015.

On April 1, 2015, the Company and the lender entered into a second amendment to the Credit Agreement under which additional financing fees totaling $325,000 were added to the balance of the revolving loan and the maturity date was extended to November 1, 2016. The advisory fees are included in general and administrative expenses for the ~~quarter~~nine months ended ~~June~~December 3031, 2015.

~~The~~On ~~balance~~October 1, 2015, TCA Global Credit Master Fund, LP, elected to convert $46,983 of outstanding principle due under the ~~revolving~~convertible ~~loan~~promissory isnote $2agreement into 8,~~243~~542,~~198~~398 shares of the Company's common stock at ~~September~~a ~~30,~~conversion ~~2015~~price of $.0055 per share.

9Effective December 3, 2015, the Company and the lender entered into a third amendment to the Credit Agreement under which the Company and lender agreed to modify and revise the estimated over-advance payment from $4,500 per day to $1,667 per day for the remainder of the term of the Credit Agreement. ~~CONVERTIBLE~~The ~~DEBENTURE~~Company also agreed to pay the lender a $500,000 advisory fee by issuing the lender shares of Series C Convertible Preferred Stock. The advisory fee is included in general and administrative expenses for the three and nine month periods ended December 31, 2015. The shares had not yet been issued at December 31, 2015 and the amount due of $500,000 is included in accrued liabilities in the balance sheet at that date.

~~On April 29, 2014, the Company issued a non-interest bearing convertible debenture~~10. ~~The~~CONVERTIBLE purchaser of the debenture advanced the Company $175,000 in principle maturing three years from the issuance date. At any time the purchaser may convert the amount outstanding at a conversion rate equal to 65% of the second lowest closing bid price of the Company's common stock for the 20 trading days immediately preceding the date of conversion of the debenture. The Company determined there was a beneficial conversion feature with an intrinsic value of $77,405 as of June 30, 2014. The debenture is convertible as of the effective date of the agreement and therefore the entire discount related to the beneficial conversion feature has been recorded in additional paid-in capital and charged to interest expense during the quarter ended June 30, 2014. The Company has also issued 500,000 shares of common stock with an aggregate fair value of $32,000 to the purchaser in connection with this agreement which is included in general and administrative expenses in the statement of operations for the quarter ended June 30, 2014.DEBENTURE

On ~~November~~April 429, 2014, the ~~purchaser~~Company ~~elected~~issued toa ~~convert~~non-interest ~~$35,000~~bearing convertible debenture. The purchaser of the ~~principle~~debenture ~~amount~~advanced ~~into~~the 2Company $175,~~153,846~~000 ~~shares~~in ofprinciple ~~the~~maturing ~~Company's~~three ~~common~~years ~~stock.~~from Onthe ~~January~~issuance ~~27,~~date. ~~2015~~At any time the purchaser ~~elected~~may to convert ~~$18,000~~the amount outstanding at a conversion rate equal to 65% of the ~~principle~~second ~~amount~~lowest ~~into~~closing ~~4,615,384~~bid ~~shares~~price of the Company's common stock for the 20 trading days immediately preceding the date of conversion of the debenture. OnThe ~~April~~Company determined there was a beneficial conversion feature with an intrinsic value of $77,405 as of June 30, ~~2015~~2014. The debenture is convertible as of the ~~original~~effective ~~purchaser~~date of ~~this~~the ~~convertible~~agreement ~~debenture~~and ~~sold~~therefore the ~~note~~entire discount related to athe ~~third~~beneficial ~~party~~conversion ~~for~~feature ~~$122~~was recorded in additional paid-in capital and charged to interest expense during the quarter ended June 30,~~000~~ 2014. OnThe ~~July~~Company ~~24,~~has ~~2015~~also issued 500,000 ~~the~~shares ~~new~~of ~~purchaser~~common ~~elected~~stock towith ~~convert~~an aggregate fair value of $1432,000 ofto the ~~principle~~purchaser ~~amount~~in ~~into~~connection ~~6,730,769~~with ~~shares~~this agreement which is included in general and administrative expenses in the statement of operations for the ~~Company's~~nine ~~common~~months ~~stock~~ended December 31, 2014.

~~The~~On ~~balance~~November 4, 2014, the purchaser elected to convert $35,000 of the outstanding principle amount into 2,153,846 shares of the Company's common stock. On January 27, 2015 the purchaser elected to convert $18,000 of the outstanding principle amount into 4,615,384 shares of the Company's common stock. On April 30, 2015 the original purchaser of this convertible debenture issold the note to a third party for $~~108~~122,000. atOn ~~September~~July 3024, 2015, the new holder elected to convert $14,000 of the outstanding principle amount into 6,730,769 shares of the Company's common stock.

1011. CAPITAL LEASE OBLIGATIONS

The Company leases certain equipment under capital leases expiring in various years through 2018. The net book value of assets held under capital leases at ~~September~~December 3031, 2015 and March 31, 2015 is $1714,~~562~~136 and $25,716 respectively. The annual repayments of capital lease obligations at ~~September~~December 3031, 2015 are as follows:

2016	$	97,~~608~~776
2017		42,~~143~~589
Total minimum lease payments		1310,~~751~~365
Less amount representing interest		~~1,068~~712
Present value of minimum lease payments		129,~~683~~653
Present value of minimum lease payments due within one year		87,~~692~~128
Present value of net minimum lease payments due beyond one year	$	32,~~991~~525

1112. CLIENT FUNDS PASS THROUGH LIABILITY

The Company collects and receives funds from attendees who register for our clients' upcoming events. Per the terms of the contracts, the Company remits the balance of funds collected to its clients at 30 and 45 days post event. The Company client funds pass through liability at ~~September~~December 3031, 2015 and March 31, 2015 is $26,300.

1213. STOCKHOLDERS' EQUITY

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

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

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

On September 25, 2015, the company issued 3,000,000 shares of its common stock with a fair value on the issuance date of $.0055 per share for services provided under a consultant services agreement. The Company recorded consulting expense of $16,500 as a result of the issuance of these shares which is included in general and administrative expenses for the three and ~~six~~nine month periods ended ~~September~~December 3031, 2015.

13On October 1, 2015, TCA Global Credit Master Fund, LP, elected to convert $46,983 of outstanding principle due under the convertible promissory note agreement into 8,542,398 shares of the Company's common stock at a conversion price of $.0055 ~~STOCK-BASED~~per ~~COMPENSATION~~share. See note 8.

The Company recorded the stock-based compensation expense attributable to options of $15,746 and $12,196 during the three month period ended September 30, 2015 and 2014, respectively, and $27,128 and $26,506 during the six month period ended September 30, 2015 and 2014, respectively. At September 30, 2015, there was $79,881 unrecognized compensation cost related to non-vested stock options and $132,809 unrecognized compensation cost related to vested stock options which will be recognized through July 2017.11

14.
STOCK-BASED COMPENSATION

The Company recorded stock-based compensation expense attributable to outstanding stock options of $13,293 and $13,740 during the three month periods ended December 31, 2015 and 2014, respectively, and $33,862 and $40,246 during the nine month periods ended December 31, 2015 and 2014, respectively. At December 31, 2015, there was $50,327 of unrecognized compensation cost related to non-vested stock options which will be recognized through July 2017.

Summary of Options Activity

	Stock Options
				Weighted
				Average
				Exercise
	Options			Price
Outstanding, July 1, 2015		1,680,000		$	-
Outstanding, October 1, 2015		1,635,000		$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(45400,000	)	$	0.17
Outstanding, September 30, 2015		1,635,000		$	0.17
Outstanding, December 31, 2015		1,235,000		$	0.17

1215. COMMITMENTS AND CONTINGENCIES

14Employment agreements - On April 1, 2013 the Company entered into employment agreements with three of its executive stockholders. ~~COMMITMENTS~~Each ~~AND~~of ~~CONTINGENCIES~~these agreements has a five year term beginning April 1, 2013 and ending on April 1, 2018. Unless otherwise terminated each of these agreements shall annually extend for one additional year beginning on the second anniversary date of each agreement. Compensation under these agreements is as follows.

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

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

Nicholas Saber, president of the Company is to receive an annual base salary of $275,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive's annual base salary in effect at the time of termination.

John Saber, chief information officer of the Company is to receive an annual base salary of $225,000 and a monthly bonus equal to 1.5% of all monthly net revenues of the Company. The bonus is to be paid within fifteen days of the end of each month. If the executive is terminated other than for cause, the executive is entitled to an amount equal to the executive's annual base salary in effect at the time of termination.

Effective January 1, 2014, amendments were approved to the existing employment agreements with its three officers and directors: Stephen Saber, Nicholas Saber and John Saber.

The amendments to the individual agreements provide for an initial base salary, commencing January 1, 2014, of $250,000 for Stephen Saber, $200,000 for Nicholas Saber, and $200,000 for John Saber. The amendment has removed the provision to automatically increase the officers' base salaries 7% on April 1 of each year. The amendment also removed providing bonus compensation equal to 1.5% of all monthly net revenues of the Company.

Effective September 26, 2014, amendment No. 2 was approved to the existing employment agreements with its three officers and directors: Stephen Saber, Nicholas Saber and John Saber.

Amendment No. 2 to the individual agreements provide for an initial base salary, commencing September 16, 2014, of $350,000 for Stephen Saber, $275,000 for Nicholas Saber, and $225,000 for John Saber. Amendment No. 2 automatically increases the officers' base salaries 7% on April 1 of each year. Amendment No. 2 also provides bonus compensation equal to 1.5% of all monthly net revenues of the Company.

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

Separation Agreement - On March 10, 2015, the Company terminated the employment agreement with Michael Koenigs, seller of You Everywhere Now, LLC. As part of the separation agreement, both parties agreed to a settled amount of $279,566 payable to Michael Koenigs. As of ~~September~~December 3031, 2015, the Company had a balance of $~~204~~144,566 in accrued expenses related to the separation agreement.

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

The Company has also agreed to transfer the office sublease agreement for the office space located at 591 Camino De La Reina, San Diego, CA to Michael Koenigs, at a rent of $3,000 per month. The sublease agreement expires on March 31, 2018. Future minimum rent payments under the separation agreement are $18,000 for the year ending March 31, 2016. For each of the years ending March 31, 2017 through 2018 the minimal rent payment will be $36,000. Total rent expense, including common area, maintenance, taxes, insurance and utilities was $(3,000) and $15,000 for the three and nine months ended December 31, 2015.

16.
SUBSEQUENT EVENTS

On January 4, 2016, the Company received $50,000 in proceeds from the holder of an amended and restated convertible debenture. These proceeds were used to repay a portion of the revolving loan balance. The Company agrees to repay holder the sum of $50,000 together with all accrued interest on December 9, 2016, the maturity date. At any time until the maturity date the holder may convert all or any portion of the outstanding principle amount at a conversion rate equal to 60% of the lowest trading price of the Company's common stock for the 10 trading day period preceding the conversion date inclusive of the conversion date.

On January 4, 2016, the holder of the convertible debenture converted $5,400 of the principle due to 2,000,000 shares of the Company's common stock at a conversion price of $.0027 per share.

On January 6, 2016, the holder of the convertible debenture converted $10,080 of the principle due to 4,000,000 shares of the Company's common stock at a conversion price of $.00252 per share.

On January 7, 2016, the Company issued 500,000 shares of Series C Preferred Stock to TCA Global Credit Master Fund, LP in connection with the third amendment to the Credit Agreement.

~~The~~On ~~Company~~January ~~also transferred certain equipment and furniture~~8, ~~located~~2016 at the ~~Company~~holder ~~office~~of atthe ~~591Camino~~convertible Dedebenture Laconverted ~~Reina, Suite 1210, San Diego, CA 92108, with an agreed fair value of~~ $8010,~~000~~800 ~~to Seller. As a result, the amount~~ of ~~goodwill recorded by~~ the ~~Company~~principle asdue ~~part~~to ~~of the acquisition of You Everywhere Now~~6, ~~LLC was reduced by $50~~000,000 ~~and~~shares ~~the fixed assets recorded in the acquisition in the amount~~ of ~~$30,000 were removed from~~ the Company's ~~balance~~common ~~sheet.~~stock ~~The~~at ~~amount~~a ~~due~~conversion ~~under~~price ~~the promissory note payable to Michael Koenigs, seller~~ of ~~You Everywhere Now, LLC was also reduced by~~ $~~80,000~~.0018 asper ~~of March 31, 2015~~share.

~~The~~On ~~Company~~January ~~has~~12, ~~also~~2016 ~~agreed to transfer~~ the ~~office~~holder ~~sublease~~of ~~agreement for~~ the ~~office~~convertible ~~space~~debenture ~~located~~converted ~~at 591 Camino De La Reina~~$10,560 ~~San Diego, CA to Michael Koenigs, at a rent~~ of ~~$3,000 per month. The sublease agreement expires on March 31, 2018. Future minimum rent payments under~~ the ~~separation~~principle ~~agreement~~due ~~are~~to ~~$18~~8,000 ~~for the year ending March 31~~,000 ~~2016.~~shares ~~For each~~ of the ~~years~~Company's ~~ending~~common ~~March~~stock ~~31,~~at ~~2017~~a ~~through~~conversion ~~2018~~price ~~the~~of ~~minimal rent payment will be~~ $~~36,000~~.00132 ~~Total~~per ~~rent expense, including common area, maintenance, taxes, insurance and utilities was $9,000 and $18,000 for the three and six months ended September 30, 2015~~share.

On January 15, 2016 the holder of the convertible debenture converted $9,600 of the principle due to 8,000,000 shares of the Company's common stock at a conversion price of $.0012 ~~SUBSEQUENT~~per ~~EVENTS~~share.

On ~~October~~January 121, ~~2015,~~2016 ~~TCA~~the ~~Global~~holder ~~Credit~~of ~~Master~~the ~~Fund,~~convertible ~~LP,~~debenture ~~elected~~converted ~~to convert~~ $463,~~983~~560 of ~~outstanding~~the principle ~~and interest~~ due ~~under~~to ~~the convertible promissory note agreement into 8~~3,~~542~~955,~~398~~000 shares of the Company's common stock at a conversion price of $.~~0055~~0009 per share.

On ~~October~~January 227, ~~2015~~2016, the Company ~~entered~~received ~~into~~proceeds of $50,000 in a ~~third~~second ~~loan~~purchase ~~agreement~~tranche ~~with~~from ~~related~~the ~~party~~assignee ~~Crosstech~~of ~~Partners,~~the ~~LLC~~simultaneously ~~for~~executed ~~$21,000~~debt purchase agreement. ~~The~~These proceeds were used to repay a portion of the revolving loan ~~agreement~~balance. ~~calls~~The ~~for~~debt ~~interest~~purchase atagreement 6%states ~~per~~the ~~annum~~assignee ~~and~~desires ~~requires~~to ~~repayment~~purchase $300,000 of the revolving loan ~~and~~debt ~~unpaid~~from ~~accrued~~lender, ~~interest~~TCA onGlobal ~~October~~Credit 2Master Fund, ~~2018~~LP, in six separate tranches of $50,000, thirty days after prior purchase tranche closing.

On ~~October~~January 527, ~~2015,~~2016 the ~~Company~~assignee ~~entered~~of ~~into an Asset Purchase Agreement with MikeKoenigs.com Inc. The Company sold full ownership, intellectual property and administrative rights to all Publish and Profit courses and products, including~~ the ~~main~~debt ~~product~~purchase ~~plus~~agreement ~~certification~~converted ~~products~~$7,800 ~~all~~of ~~Top Gun Consulting Toolkit courses and products, including~~ the ~~main~~principle ~~product~~due plus certification products, the Publish and Profit Facebook Group,the Publish and Profit Kajabi Site, all Publish and Profit digital assets on Amazon S3, Youtube or Vimeo, all Publish and Profit customer records, spreadsheets, and customer data, all You Everywhere Now "YEN" assets including the You Everywhere Now Facebook Group. The Company and Buyer agreed to ~~decrease the promissory note to Buyer from $1~~10,~~170,~~000 ~~to $670~~,000, ~~along~~shares ~~with interest accrued and payable as~~ of ~~June~~the ~~30,~~Company's ~~2015,~~common ~~certain~~stock ~~outstanding~~at ~~miscellaneous~~a ~~expenses,~~conversion ~~and~~price ~~sublease~~ of ~~certain~~$.00078 ~~office~~per ~~space described in Settlement Agreement is terminated as of September 1, 2015~~share.

On February 3, 2016 the assignee of the debt purchase agreement converted $6,600 of the principle due to 10,000,000 shares of the Company's common stock at a conversion price of $.00066 per share.

On February 5, 2016 the assignee of the debt purchase agreement converted $6,600 of the principle due to 10,000,000 shares of the Company's common stock at a conversion price of $.00066 per share.

On February 9, 2016 the assignee of the debt purchase agreement converted $5,400 of the principle due to 10,000,000 shares of the Company's common stock at a conversion price of $.00054 per share.

Management of the Company has evaluated subsequent events through the date these financial statements were issued and determined there are no other subsequent events that require disclosure.

FORWARD-LOOKING STATEMENTS

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

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

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

~~Item2~~Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of operations for three and ~~six~~nine month periods ended ~~September~~December 3031, 2015 compared to three and ~~six~~nine months ended ~~September~~December 3031, 2014.

Revenues and Cost of Revenues

During the three and ~~six~~nine month periods ended ~~September~~December 3031, 2015 and 2014 the Company generated revenues from 3 primary business segments, being:

- Revenues earned from usage of the ICTG Platform for software marketing tools, including simulated live webinars.- Revenues earned from usage of the Pulse Network Platform for management and support of client events or conferences.- Revenues earned by providing ongoing development and support for client content and digital marketing programs.

~~Three~~- ~~Months~~Revenues ~~Ended~~earned ~~September~~from ~~30,~~usage ~~2015~~of the Pulse Network Platform for management and ~~2014~~support of client events or conferences.

~~Total~~- ~~revenues~~Revenues ~~for~~earned ~~the three months ended September 30, 2015 increased~~ by ~~64.8%~~providing toongoing ~~$796,262~~development ~~from~~and ~~$483,248~~support ~~during~~for ~~the~~client ~~three~~content ~~months~~and ~~ended~~digital ~~September~~marketing ~~30, 2014~~programs.

~~The~~Three ~~increase~~Months ~~for~~Ended ~~the~~December ~~three months ended September 30~~31, 2015 isand ~~mainly attributable to the revenue earned from usage of the ICTG Platform for software marketing tools, including simulated live webinars.~~2014

~~Cost~~Total of revenues for the three months ended ~~September~~December 3031, 2015 ~~increased~~decreased by 5357.41% to $~~148~~944,~~609~~261 from $962,~~857~~198,574 during the three months ended ~~September~~December 3031, 2014. ~~This increase is mainly attributable to the increase in revenue as described above.~~

~~Cost~~The ofdecrease ~~revenues includes $2,358 of stock-based compensation~~ for the three months ended ~~September~~December 3031, 2015 ~~compared~~is tomainly ~~$366~~attributable ~~for~~to the ~~three~~decreased ~~months~~usage ~~ended~~of ~~September~~the ~~30,~~ICTG ~~2014~~Platform.

15Cost of revenues for the three months ended December 31, 2015 decreased by 50.6% to $174,448 from $353,117 during the three months ended December 31, 2014. This decrease is mainly attributable to the decrease in revenue as described above.

~~Six~~Cost ~~Months~~of ~~Ended~~revenues ~~September~~includes 30$975 of stock-based compensation for the three months ended December 31, 2015 ~~and~~compared to $366 for the three months ended December 31, 2014.

~~Total~~Nine ~~revenues~~Months ~~for~~Ended ~~the~~December ~~six months ended September 30~~31, 2015 ~~increased~~and ~~by 75.7% to $2,116,072 from $1,204,670 during the six months ended September 30,~~ 2014.

~~The~~Total ~~increase~~revenues for the ~~six~~nine months ended ~~September~~December 3031, 2015 isdecreased ~~mainly~~by ~~attributable~~10.1% to ~~the~~$3,060,333 ~~revenue earned~~ from ~~usage~~$3,403,244 ofduring the ~~ICTG~~nine ~~Platform~~months ~~for~~ended ~~software~~December ~~marketing tools~~31, ~~including simulated live webinars~~2014.

~~Cost~~The ofdecrease ~~revenues~~ for the ~~six~~nine months ended ~~September~~December 3031, 2015 ~~increased~~is bymainly ~~44.0%~~attributable to ~~$383,762~~the ~~from~~decrease ~~$266,458~~in ~~during~~usage of the ~~three~~ICTG ~~months~~Platform, ~~ended~~revenue ~~September~~earned ~~30,~~from ~~2014.~~providing ~~This~~ongoing ~~increase~~development isand ~~mainly~~support ~~attributable~~for toclient ~~the~~content ~~increase~~and indigital ~~revenue~~marketing asprograms, ~~described~~and ~~above~~the discontinuation of a hosted conference.

Cost of revenues ~~includes $162 of stock-based compensation~~ for the ~~six~~nine months ended ~~September~~December 3031, 2015 ~~compared~~decreased by 9.9% to $~~569~~558,210 ~~for~~from $619,576 during the ~~six~~nine months ended ~~September~~December 3031, 2014. This decrease is mainly attributable to the decrease in revenue as described above.

~~Selling~~Cost ~~and~~of ~~Marketing~~revenues includes $1,138 of stock-based compensation for the nine months ended December 31, 2015 compared to $936 for the nine months ended December 31, 2014.

~~Three Months Ended September 30, 2015 and 2014~~15

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

~~Selling~~Three ~~and~~Months ~~marketing~~Ended ~~expenses~~December ~~includes $3~~31,~~374~~ ~~of stock-based compensation for the three months ended September 30,~~ 2015 ~~compared~~and ~~to $3,537 for the three months ended September 30,~~ 2014.

~~Six~~Selling ~~Months~~and ~~Ended~~marketing ~~September~~expenses 30for the three months ended December 31, 2015 ~~and~~decreased by 93.9% to $8,898 from $144,952 for the three months ended December 31, 2014. The decrease in selling and marketing expenses is attributable to a reduction in sales employees.

Selling and marketing expenses includes $2,927 of stock-based compensation for the ~~six~~three months ended ~~September~~December 3031, 2015 ~~decreased~~compared ~~by 39.2%~~ to $703,~~621~~537 ~~from $116,218~~ for the ~~six~~three months ended ~~September~~December 3031, 2014. ~~The decrease in selling and marketing expenses is attributable to a reduction in sales employees.~~

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

~~General~~Selling and ~~Administrative~~marketing expenses for the nine months ended December 31, 2015 decreased by 69.6% to $79,519 from $261,170 for the nine months ended December 31, 2014. The decrease in selling and marketing expenses is attributable to a reduction in sales employees.

~~Three~~Selling ~~Months~~and ~~Ended~~marketing ~~September~~expenses 30includes $9,838 of stock-based compensation for the nine months ended December 31, 2015 ~~and~~compared ~~2014~~to $10,611 for the nine months ended December 31 2014.

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

~~General~~Three ~~and~~Months ~~administrative~~Ended ~~expenses~~December ~~include $10~~31,~~014~~ ~~of stock-based compensation for the three months ended September 30,~~ 2015 ~~compared~~and ~~to $8,293 for the three months ended September 30,~~ 2014.

16General and administrative expenses for the three months ended December 31, 2015 decreased by 51.4% to $1,119,164 from $2,304,550 for the three months ended December 31, 2014. The decrease in general and administrative expenses is mainly attributable to a decrease in cost related to financing the acquisition of You Everywhere Now, LLC, officer's payroll, IT payroll, marketing payroll, customer service payroll, advertising expenses, commissions, legal and accounting fees, and payroll taxes.

~~Six~~General ~~Months~~and ~~Ended~~administrative ~~September~~expenses 30include $2,832 of stock-based compensation for the three months ended December 31, 2015 ~~and~~compared to $9,837 for the three months ended December 31, 2014.

~~General~~Nine ~~and~~Months ~~administrative~~Ended ~~expenses~~December ~~for the six months ended September 30~~31, 2015 ~~increased by 69.7% to $2,039,855 from $1,201,824 for the six months ended September 30, 2014. The increase in general~~ and administrative expenses is mainly attributable to the $325,000 of financing fees related to the revolving loan, amortization expense, computer expense, commissions, marketing payroll, customer service payroll, officer's payroll, and rent.2014

General and administrative expenses ~~include $20,055 of stock-based compensation~~ for the ~~six~~nine months ended ~~September~~December 3031, 2015 ~~compared~~decreased by 9.9% to $183,~~863~~159,019 from $3,506,374 for the ~~six~~nine months ended ~~September~~December 3031, 2014. The decrease in general and administrative expenses is mainly attributable to a decrease in cost related to financing the acquisition of You Everywhere Now, LLC, media production payroll, and IT payroll.

~~Net~~General ~~Loss~~and ~~Attributable~~administrative expenses include $22,886 of stock-based compensation for the nine months ended December 31, 2015 compared to $28,699 for the ~~Company~~nine months ended December 31, 2014.

~~Three Months Ended September 30, 2015 and 2014~~16

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

~~Six~~Three Months Ended ~~September~~December 3031, 2015 and 2014

The net loss attributable to the Company for the ~~six~~three months ended ~~September~~December 3031, 2015 increased 19.9% to $~~659~~1,~~747~~184,291 compared to a net loss of $~~640~~987,~~062~~493 for ~~six~~three months ended ~~September~~December 3031, 2014. The increase is mainly attributable to the impairment loss, and decreases in financing fees related to the revolving loan, acquisition related expenses, sales payroll, officer payroll, IT payroll and external contractors.

~~Liquidity~~Nine ~~and~~Months ~~Capital~~Ended ~~Resources~~December 31, 2015 and 2014

AsThe ofnet ~~September~~loss ~~30,~~attributable ~~2015~~to the Company's ~~total~~for ~~current~~the ~~assets~~nine ~~were~~months ~~$253~~ended December 31,~~871~~ ~~and~~2015 ~~current~~increased ~~liabilities~~13.3% ~~were~~to $61,~~192~~844,~~089.~~038 Oncompared ~~September~~to ~~30, 2015 the Company had an accumulated deficit of~~ $71,~~010~~627,~~238.~~554 ~~For~~for ~~the~~nine ~~six~~ months ended ~~September~~December 3031, ~~2015~~2014. ~~the~~The ~~Company~~increase ~~financed~~is ~~its~~mainly ~~operations~~attributable ~~with~~to ~~proceeds from~~ the ~~issuance~~impairment ~~of common stock in the amount of $217~~loss,~~500,~~ and ~~proceeds~~increased ~~from~~amortization ~~a related party loan of $35~~expenses,~~000.~~ Asand adecreases ~~result~~in, ~~the~~financing ~~Company~~fees ~~had~~related ato ~~working~~the ~~capital~~revolving ~~deficit of $5~~loan,~~938,218~~ onacquisition ~~September~~related 30expenses, ~~2015~~sales ~~compared~~payroll, ~~with~~media aproduction ~~working capital deficit of $5~~payroll,~~692,391~~ atIT ~~March~~payroll ~~31,~~and ~~2015.~~external contractors.

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

~~Cash~~For ~~and~~the ~~cash~~nine ~~equivalents~~months onended ~~September~~December 3031, 2015 ~~were~~the Company financed its operations with proceeds from the issuance of common stock in the amount of $68217,~~852~~500, proceeds from a related party loan of $56,000, delaying payment to vendors and the Company's officers as evidenced by an increase in accounts payable of approximately $41269,~~328~~000 ~~from~~and an increase in accrued compensation of approximately $542,000. As a result, the Company had a working capital deficit of $6,258,349 on December 31, 2015 compared with a working capital deficit of $5,692,391 at March 31, 2015.

~~Operating~~Cash ~~activities~~and ~~provided~~ cash ofequivalents ~~$390,295~~on inDecember ~~the six months ended September 30~~31, 2015 ~~compared~~were to$32,302, ~~using~~an ~~cash~~increase of $~~500~~4,~~860~~778 ~~for~~from ~~the~~March ~~six months ended September 30~~31, ~~2014. There were no investing activities in the six months ended September 30,~~ 2015 ~~and 2014~~.

~~Financing~~Operating activities ~~used~~provided cash of $~~348~~544,~~967~~686 ~~during~~in the ~~six~~nine months ended ~~September~~December 3031, 2015, compared to ~~providing~~using cash of $~~395~~815,~~392~~459 ~~during~~for the ~~six~~nine months ended ~~September~~December 3031, 2014.

~~2015~~There ~~financing~~were ~~activities~~no ~~primarily~~investing ~~consists~~activities ofin ~~proceeds of $217,500 from~~ the ~~issuance~~nine ofmonths ~~common~~ended ~~stock~~December 31, ~~proceeds~~2015 ofcompared to $35166,~~000~~668 ~~from~~in ~~related~~cash ~~party~~provided ~~loan,~~by ~~less~~investing ~~repayment~~activities ofduring ~~revolving~~the ~~loan~~nine ~~and~~months ~~capital~~ended ~~lease~~December ~~obligations~~31, 2014.

~~2014~~Financing ~~financing~~ activities ~~primarily~~used ~~consists~~cash of ~~proceeds of~~ $~~485~~539,~~000~~908 ~~from~~during ~~accounts~~the ~~receivable~~nine ~~purchase~~months ~~agreements,~~ended ~~$188,500~~December ~~in advances from affiliates~~31, ~~$175~~2015,~~000~~ ~~from~~compared ato ~~convertible~~providing ~~debenture,~~cash ~~$100,000 from a note payable related party, less repayment~~ of ~~bank debt~~$679,985 ~~accounts~~during ~~receivable~~the ~~purchase~~nine ~~agreements,~~months ~~proceeds~~ended ~~from~~December ~~note payable~~31, ~~issuance of convertible debt, note payable related party, stockholder's borrowings and capital lease obligations~~2014.

172015 financing activities primarily consists of proceeds of $217,500 from the issuance of common stock, proceeds of $56,000 from related party loans, less repayment of revolving loan and capital lease obligations.

~~Off~~2014 financing activities primarily consists of net proceeds of $690,045 from revolving loan, $196,000 in advances from affiliates, $175,000 from a convertible debenture, $100,000 from a note payable related party, less repayment of long-~~Balance~~term ~~Sheet~~debt, ~~Arrangements~~deferred financing costs, proceeds from note payable, issuance of convertible debt, note payable related party, stockholder's borrowings and capital lease obligations.

As of September 30, 2015, the Company had no off balance sheet arrangements that have had or that would be expected to be reasonably likely to have a future material effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.17

Off-Balance Sheet Arrangements

As of December 31, 2015, the Company had no off balance sheet arrangements that have had or that would be expected to be reasonably likely to have a future material effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

Item 4. Controls and Procedures.

During the period ended ~~September~~December 3031, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~September~~December 3031, 2015.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors.

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

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

None

Item 3. Defaults Upon Senior Securities.

As of ~~September~~December 3031, 2015, we are not in default with respect to any indebtedness.

Item 5. Other Information

There is no other information to report at this time.

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit		Description

2.1		Share Exchange Agreement, dated March 29, 2013, by and among the Registrant, The Pulse Network, Inc., a Massachusetts corporation ("The Pulse Network"), and the holders of common stock of The Pulse Network. (2)
2.2		Form of Articles of Share Exchange (2)
3.1.1		Form of Articles of Incorporation (1)
3.1.2		Form of Certificate of Amendment to Articles of Incorporation (2)
3.1.3		Form of Certificate of Change (2)
3.1.4		Form of Certificate of Designation for Series A Preferred Stock (2)
3.1.5		Form of Certificate of Designation for Series B Preferred Stock (2)
3.1.6		Form of Amendment to Certificate of Designation for Series B Preferred Stock (2)
3.1.7		Bylaws (1)
4.1		2013 Stock Option Plan (2)
10.1		Lease Agreement dated April 2005, by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2)
10.2		Amendment of Lease dated June 2005 by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2)
10.3		Second Amendment of Lease dated July 1, 2006 by and between Canton Realty Associates Limited Partnership and The Pulse Network, Inc., a Massachusetts corporation (then named, Exgenex, Inc.) (2)
10.4		Employment Agreement dated March 29, 2013, by and between the Registrant and Stephen Saber (2)
10.5		Employment Agreement dated March 29, 2013, by and between the Registrant and Nicholas Saber (2)
10.6		Employment Agreement dated March 29, 2013, by and between the Registrant and John Saber (2)
10.7		Stock Redemption Agreement dated March 29, 2013 by and between the Registrant and Mohamed Ayad (2)
21		Subsidiaries of the Registrant
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

________________

*	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1)	Filed and incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-174443), as filed with the Securities and Exchange Commission on May 24, 2011.

(2)	Filed and incorporated by reference to the Company's Current Report on Form 8-K (File No. 000-54741), as filed with the Securities and Exchange Commission on March 29, 2013.

SIGNATURES

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

	The Pulse Network, Inc.
Date: November 16, 2015	By:	/s/ Stephen Saber
Date: February 22, 2016	By:	/s/ Stephen Saber
		Stephen Saber
		Chief Executive Officer(Principal Executive Officer)

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

	For The Three Months Ended						For The Nine Months Ended
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014

NET SALES	$	944,261		$	2,198,574		$	3,060,333		$	3,403,244

COST OF SALES		174,448			353,117			558,210			619,576

GROSS PROFIT		769,813			1,845,457			2,502,123			2,783,668

SELLING EXPENSES		8,898			144,952			79,519			261,170
GENERAL AND ADMINISTRATIVE EXPENSES		1,119,164			2,304,550			3,159,019			3,506,374

NET LOSS FROM OPERATIONS		(358,249	)		(604,045	)		(736,415	)		(983,875	)

OTHER INCOME		550,100			-			550,100			-
IMPAIRMENT LOSS		(1,231,396	)		-			(1,231,396	)		-
ACQUISITION RELATED EXPENSE		-			(212,967	)		-			(212,967	)
INTEREST EXPENSE		(144,746	)		(170,481	)		(426,327	)		(430,712	)

NET LOSS	$	(1,184,291	)	$	(987,493	)	$	(1,844,038	)	$	(1,627,554	)

NET LOSS PER COMMON SHARE, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

WEIGHTED AVERAGE SHARES USED IN PER SHARE COMPUTATION, basic and diluted		174,625,878			96,523,439			142,540,103			92,923,198

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

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,844,038	)	$	(1,627,554	)
Adjustments to reconcile net loss to net cash provided (used for) by operating activities:
Stock-based compensation		33,862			40,246
Stock-based expense		16,500			61,000
Depreciation		32,700			48,507
Amortization of intangible assets		185,329			61,776
Amortization of deferred financing costs		-			448,175
Non cash interest expense		-			83,716
Non cash financing expense		325,000			-
Other income (expenses)		(550,100	)		-
Impairment loss		1,231,396
Changes in operating assets and liabilities:
Accounts receivable		31,104			(66,568	)
Prepaid expenses and deposits		23,892			(60,345	)
Other assets		544			1,088
Accounts payable		273,896			(93,144	)
Accrued compensation		542,060			301,582
Accrued expenses		317,917			401,628
Deferred revenue		(52,093	)		(671	)
Client funds pass through liability		-			(370,271	)
Deferred compensation		(23,283	)		(44,624	)

Net cash provided by (used for) for operating activities		544,686			(815,459	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from You Everywhere Now acquisition		-			202,439
Additions to property and equipment		-			(35,771	)

Net cash provided by (used for) investing activities		-			166,668

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		217,500			-
Proceeds from related party loan		56,000			-
Net (repayment) proceeds from revolving loan		(803,635	)		690,045
Deferred financing costs		-			(70,000	)
Repayment from note payable - other		-			(10,000	)
Repayment of convertible notes		-			(115,404	)
Proceeds from convertible debenture		-			175,000
Repayment of long-term debt		-			(58,334	)
Payments of capital lease obligations		(9,773	)		(16,292	)
Net proceeds from note payable - stockholders		-			6,311
Repayment of advances from stockholder		-			(173,240	)
Proceeds from note payable related party		-			100,000
Repayment of note payable related party		-			(44,101	)
Advances from affiliate		-			196,000

Net cash (used for) provided by financing activities		(539,908	)		679,985

NET INCREASE IN CASH		4,778			31,194
CASH:
Beginning of period		27,524			118,215

End of period	$	32,302		$	149,409

SUPPLEMENTAL CASH FLOWS DISCLOSURE
Convertible debenture balance converted into common stock	$	14,000		$	35,000
Reduction of obligation on redeemable common stock	$	19,840		$	-
TCA revolving loan converted into common stock	$	46,983		$	-
Acqusition of You Everywhere Now, LLC. assets financed through long and short term debt	$	-		$	2,297,560
Deferred financing costs financed with debt	$	-		$	450,000
Deferred financing costs settled through the issuance of common stock	$	-		$	225,000
Deferred financiing costs financed with debt	$	-		$	91,350
Deferred financiing costs included in accrued expenses at December 31, 2014	$	-		$	60,000
You Everywhere Now, LLC. leasehold improvements acquired through debt proceeds	$	-		$	30,000
Note payable - bank paid with new debt proceeds	$	-		$	150,000
Longterm debt paid with new debt proceeds	$	-		$	165,000
Fair value of beneficial conversion feature recorded in additional paid in capital	$	-		$	77,405

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

Filing Compare · Pulse Network, Inc.