U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

[xX] ~~QUARTERLY~~ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~December~~September 3130, ~~2013~~2014

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

For the transition period from to

Commission File No. 333-190431

~~QURAPPS,~~PULSE ~~INC.~~EVOLUTION CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		~~7389~~		~~None~~47-1336692
(State or Other Jurisdiction of Incorporation or Organization)		~~(Primary Standard Industrial Classification Number)~~		(IRS Employer Identification Number)

~~Gilboa~~10521 26SW ~~Street~~Village Center Drive, Suite 201

~~Pardes-Hanna~~Port St. Lucie, FL

Israel

(Address of principal executive offices)

(772) 545-~~----------------------------~~4100

+972-544474070

(Registrant’s telephone number, including area code)

~~Indicate~~Not by check mark whether the Issuer (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 daysapplicable.

~~Yes~~(Former ~~[x]~~name, Noformer []address and former fiscal year, if changed since last report)

Indicate by check mark whether the ~~registrant~~Issuer (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Website, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports) and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes [X] No [ ]

~~Yes~~Indicate [by ]check Nomark [whether the registrant has submitted electronically and posted on its corporate Website, 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 [ ] No [ ]

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 the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~February~~November 1014, 2014 the registrant had 6137,~~000~~191,~~000~~342 shares issued and outstanding shares of common stock.

~~QURAPPS,~~PULSE ~~INC~~EVOLUTION CORPORATION.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	F-1

	a) Condensed Consolidated Balance Sheets as of September 30, 2014 and June 30, 2014	F-1
	b) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2014	F-2
	c) Condensed Consolidated Statement of Cash Flows for the Three Months Ended September 30, 2014	F-3
	d) Notes to Condensed Consolidated Financial Statements	F-4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	8

Item 4.	Controls and Procedures	8

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	11

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	9
ITEM 4.	CONTROLS AND PROCEDURES	9
PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	9
ITEM 1A.	RISK FACTORS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
ITEM 5.	OTHER INFORMATION	10
ITEM 6.	EXHIBITS	10

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of QurApps, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. 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. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of market demand for products of the type provided by the Company, the possibility that the company will not garner any customers, the Company’s need for and ability to obtain additional financing, the exercise of the majority control the Company’s sole officer and director presently holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. 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. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions are discussed in greater detail under Item 1A – “Risk Factors” of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on October 10, 2014 and other reports we file with the SEC.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~QURAPPS,~~PULSE ~~INC.~~EVOLUTION CORPORATION AND SUBSIDIARIES

(ACONDENSED ~~Development~~CONSOLIDATED ~~Stage~~BALANCE ~~Company)~~SHEETS

~~INDEX TO UNAUDITED FINANCIAL STATEMENT~~(Unaudited)

Unaudited Balance Sheets at December 31, 2013 and June 30, 2013	F-1
		September 30, 2014			June 30, 2014
Unaudited Statements of Operations for the three and six months ended December 31, 2013 and for the period from inception, May 31, 2013 through December 31, 2013	F-2
Assets
Unaudited Statements of Stockholders’ Deficit for the periods from inception, May 31, 2013 through December 31, 2013	F-3
Current assets:
Unaudited Statements of Cash flows for the six months ended December 31, 2013 and for the periods from inception, May 31, 2013, through December 31, 2013	F-4
Cash		$	263,432		$	1,539,719
Notes to Financial Statements (Unaudited)	F-5
Prepaid legal fees			64,675			134,675
Prepaid deposits and other assets			111,857			66,856
Total current assets			439,964			1,741,250
Property and equipment, net			23,199			22,886
Intangible and other assets			1,432,967			3,167
Total assets		$	1,896,130		$	1,767,303
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	654,845		$	341,055
Accrued expenses			375,104			676,520
Total current liabilities			1,029,949			1,017,575
Shareholders’ equity:
Preferred stock, 100,000,000 shares authorized at par value of $0.001 per share, no shares issued or outstanding at September 30, 2014			-			-
Common stock, 300,000,000 shares authorized at par value of $0.001 per share, 116,632,690 and 109,627,349 issued and outstanding at September 30, 2014 and June 30, 2014, respectively.			116,633			109,627
Subscription receivable			(1,253	)		(153,276	)
Additional paid-in capital			12,558,150			9,116,789
Accumulated deficit			(11,432,150	)		(8,465,066	)
Total equity before non-controlling interests			1,241,380			608,074
Non-controlling interests			(375,199	)		141,654
Total shareholders’ equity			866,181			749,728
Total liabilities and shareholders’ equity		$	1,896,130		$	1,767,303

3The accompanying notes are an integral part of these condensed consolidated financial statements

Qurapps, Inc.
(A Development Stage Company)
Balance Sheets
December 31, 2013 and June 30, 2013
(Unaudited)
	December 31, 2013			June 30, 2013
Assets					(audited)
Current assets
Cash and cash equivalents	$	—		$	15,070
Prepaid expense		2,858			—
Total current assets		2,858			15,070
Total assets	$	2,858		$	15,070
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	2,060		$	5,000
Total current liabilities		2,060			5,000
Total liabilities		2,060			5,000
Stockholders' Equity
Common stock, 75,000,000 shares authorized
at par value of $0.003, 6,000,000 shares issued and
outstanding at December 31, 2013 and June 30, 2013		18,000			18,000
Additional paid-in capital		—			—
Deficit accumulated during the development stage		(17,202	)		(7,930	)
Total stockholders’ equity	$	798		$	10,070
Total liabilities and stockholders’ equity	$	2,858		$	15,070
The accompanying notes are an integral part of these unaudited financial statements.

F-1

Qurapps, Inc.
(A Development Stage Company)
Statement Of Operations
For the three months and six months ended December 31, 2013
For the period from May 31, 2013 (Inception) to December 31, 2013
(Unaudited)
		Three Months Ended December 31, 2013			Six Months Ended December 31, 2013			Cumulative From May 31, 2013 (Inception) to December 31, 2013
Revenues	$	—		$	—		$	—
Cost of sales		—			—			—
Gross margin		—			—			—
Operating expenses
General and administrative		1,386			2,210			2,210
Professional fees		6,737			7,062			14,992
Total operating expenses		8,123			9,272			17,202
Loss from operations		(8,123	)		(9,272	)		(17,202	)
Provision for income taxes		—			—			—
Net income (loss)	$	(8,123	)	$	(9,272	)	$	(17,202	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding - Basic and Diluted		6,000,000			6,000,000
The accompanying notes are an integral part of these unaudited financial statements.

PULSE EVOLUTION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended September 30, 2014
Statement of Operations:
Revenues	$	88,151
Costs and expenses		3,572,088
Net operating loss		(3,483,937	)
Loss before income taxes		(3,483,937	)
Income tax expense		-
Net loss before non-controlling interests		(3,483,937	)
Net loss attributable to non-controlling interests		516,853
Net loss attributable to common shareholders	$	(2,967,084	)

Basic and Diluted loss per share attributable to Pulse Evolution Corporation common shareholders	$	(0.03	)

Weighted average number of common shares outstanding:
Basic and Diluted		113,490,252

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

F-2

Qurapps, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the period from Inception (May 31, 2013) to December 31, 2013
(Unaudited)
							Deficit Accumulated			Total
					Additional		During the			Stockholders'
	Common Stock				Paid-in		Development			Equity
	Shares		Amount		Capital		Stage			(Deficit)
Balance at May 31, 2013		—	$	—	$	—	$	—		$	—
Common stock issued for cash at $0.003 per share		6,000,000		18,000		—		—			18,000
Net income (loss) from inception on May 31, 2013 through June 30, 2013		—		—		—		(7,930	)		(7,930	)
Balance at June 30, 2013		6,000,000		18,000		—		(7,930	)		10,070
Net income (loss) for the six months ended December 31, 2013		—		—		—		(9,272	)		(9,272	)
Balance at December 31, 2013		6,000,000	$	18,000	$	—	$	(17,202	)	$	798
The accompanying notes are an integral part of these unaudited financial statements.

PULSE EVOLUTION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended
	September 30, 2014
Cash flows from operating activities:
Net loss before non-controlling interests	$	(3,483,937	)
Adjustments to reconcile net loss before non-controlling interests to net cash used in operating activities:
Depreciation and amortization of property and equipment and intangible assets		50,261
Stock-based compensation		368,305
Changes in operating assets and liabilities:
Prepaids and retainers		24,999
Other assets		(3,000	)
Accounts payable		304,479
Accrued expenses		155,237
Net cash used in operating activities		(2,583,656	)
Cash flows from investing activities:
Purchases of property and equipment		(1,374	)
Purchase of licensing rights		(1,000,000	)
Net cash used in investing activities		(1,001,374	)
Cash flows from financing activities:
Net proceeds from sales of common stock		2,308,743
Net cash provided by financing activities		2,308,743

Net decrease in cash and cash equivalents		(1,276,287	)
Cash and cash equivalents at beginning of period		1,539,719
Cash and cash equivalents at end of period	$	263,432

SUPPLEMENTAL CASH FLOW INFORMATION:

Non-cash investing and financing activities:
Payment of payable in common stock	$	456,653
Exchange warrant option issued to acquire licensing rights	$	476,000

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

F-3

Qurapps, Inc.
(A Development Stage Company)
Statement Of Cash Flows
For the six months ended December 31, 2013
For the period from May 31, 2013 (Inception) to December 31, 2013
(Unaudited)
	Six Months Ended December 31, 2013			Cumulative From May 31, 2013 (Inception) to December 31, 2013
Cash flow from operating activities
Net loss	$	(9,272	)	$	(17,202	)
Adjustments to reconcile net income to net cash
used in operating activities:
Changes in operating assets and liabilities:
Increase in prepaid expense		(2,858	)		(2,858	)
Increase in accounts payable		(2,940	)		2,060
Net cash used in operating activities	$	(15,070	)	$	(18,000	)
Cash flow used in investing activities	$	—		$	—
Cash flow from financing activities
Common stock issued for cash		—			18,000
Net cash provided by financing activities	$	—		$	18,000
Net increase(decrease) in cash and cash equivalents		(15,070	)		0
Cash and cash equivalents at beginning of period		15,070			—
Cash and cash equivalents at end of period	$	0			0
Supplemental disclosure of cash flow information
Cash paid for interest	$	—			—
Cash paid for income taxes	$	—			—
The accompanying notes are an integral part of these unaudited financial statements.

PULSE EVOLUTION CORPORATION

~~F-4~~Notes to the Condensed Consolidated Financial Statements

~~QURAPPS,~~September ~~INC.~~30, 2014

(~~A Development Stage Company~~Unaudited)

Notes to the Financial Statements

December 31, 2013 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

~~Qurapps,~~Pulse ~~Inc.~~Evolution ~~(the~~Corporation ~~“Company”)~~ was incorporated ~~in the State of Nevada~~ on May 31, 2013. ~~The~~under ~~Company~~the islaws ~~engaged~~of in the ~~development~~ State of aNevada ~~mobile~~under ~~software~~the ~~app,~~name ~~called “I Feed Me”~~QurApps, ~~that~~Inc. ~~enables consumers to obtain meal recipes by selecting 3 to 5 food~~During ~~products,~~fiscal ~~and once entered~~2014, the ~~software~~Company ~~app~~was ~~will~~planning ~~provide a list of recipes from which to cook meals, based~~ on ~~the~~developing 3a tomobile 5software food ~~products~~ ~~chosen.~~recipe ~~Additionally,~~ app ~~users~~until ~~will~~the beCompany’s ~~able~~controlling ~~to rate recipes, add their personal recipes and receive real-time notifications~~shareholder ~~when~~sold ~~new~~his ~~consumers~~interest ~~select~~in ~~their~~the ~~recipes to use. The~~ Company ~~has~~on noMay ~~revenues~~15, ~~and limited operations~~2014. ~~The~~In ~~Company~~anticipation isof ~~classified as~~this achange ~~development~~of ~~stage~~control, ~~company~~the ~~since~~Company itchanged ~~has~~its ~~not~~name ~~earned~~to ~~any~~Pulse Evolution ~~revenue~~Corporation ~~from~~effective ~~its~~May ~~planned~~8, ~~operations~~2014.

~~Basis~~The Company is in the early stages of ~~Presentation~~becoming a creatively driven, digital production and intellectual property company that expects to produce specialized, high-impact applications of computer-generated human likeness for utilization in entertainment, life sciences, education and telecommunication. Founded by leading producers of photorealistic digital humans, the Company plans to develop “virtual humans” for live and holographic concerts, advertising, feature films, branded content, medical applications and training. The Company’s business model is focused on participation in intellectual property through the development, production and ownership of entertainment properties featuring globally recognized animated virtual performers and through multi-year revenue-share relationships with living celebrities and late celebrity estates. In May 2014, the Company signed a letter of intent to exchange at least a majority of its unissued shares of common stock for 100% of the outstanding common stock of Pulse Entertainment Corporation, a related party (“Pulse Entertainment”). Pulse Entertainment is engaged in the business the Company plans to pursue. In late 2013, Pulse Entertainment entered into a multi-year agreement with the estate of Michael Jackson to produce a photo-realistic digital likeness of the late celebrity and to participate in a share of revenues that could be realized through performances of the ‘Virtual Michael Jackson’ in diverse entertainment and media applications. In August 2014, the Company entered into a multi-year agreement with ABG EPE IP, LLC (“ABG”), the principal owner of rights related to the estate of the late celebrity Elvis Presley to produce a photo-realistic digital likeness of the late celebrity and to participate in a share of revenues that could be realized through performances of the ‘Virtual Elvis Presley’ in diverse entertainment and media applications. In October 2014, the Company entered into a multi-year agreement with the estate of the late celebrity Marilyn Monroe to produce a photo-realistic digital likeness of the late celebrity and to participate in a share of revenues that could be realized through performances of the ‘Virtual Marilyn Monroe’ in diverse entertainment and media applications.

~~The~~Acquisition ~~accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~Pulse for interim financial reporting and the instructions for Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnote disclosures necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.Entertainment

The ~~unaudited~~Company ~~condensed~~entered ~~balance~~into ~~sheet~~a ofshare exchange agreement on September 26, 2014 (the “Share Exchange Agreement”) with Pulse Entertainment in which the Company asagreed to issue up to 58,362,708 shares of ~~December~~its 31unregistered common stock, ~~2013~~$0.001 par value (the “Common Stock”) to the shareholders of Pulse Entertainment holding 21,535,252 shares of its issued and outstanding common stock (the ~~related~~“Share ~~balance~~Exchange”), ~~sheet~~such shares representing 100% of the ~~Company~~issued asand outstanding common stock of ~~June~~Pulse ~~30,~~Entertainment. ~~2013~~Upon closing of the transaction, ~~which~~Pulse isEntertainment ~~derived~~will ~~from~~become a subsidiary of the Company's ~~audited~~and ~~financial~~the ~~statements~~total shares of common stock outstanding are expected to be 146,280,014. On September 30, 2014, the ~~unaudited~~Company ~~condensed~~completed ~~statement~~the ofinitial ~~operations~~closing ~~and~~under ~~cash~~the ~~flows~~Share ~~for~~Exchange ~~the~~Agreement ~~six~~pursuant ~~months~~to ~~ended~~which ~~December~~it 31agreed to issue 35,827,309 ~~2013~~shares ~~and~~of ~~from~~its ~~May~~unregistered 31Common Stock, ~~2009~~net ~~(Inception)~~of cancellations, to ~~December~~the ~~31,~~shareholders ~~2013~~of ~~are~~Pulse ~~included~~Entertainment in ~~this document~~exchange for 17,466,383 shares of its common stock. ~~These~~As ~~unaudited~~part ~~condensed~~of ~~financial~~the ~~statements~~Share ~~should~~Exchange, certain beof ~~read~~the Company’s shareholders who are also shareholders of Pulse Entertainment canceled 60,910,113 shares of the Company’s common stock previously issued to them in ~~conjunction~~connection with the ~~audited~~Share ~~financial~~Exchange. ~~statements~~Upon ~~and~~completion of the initial closing, ~~related~~Pulse ~~notes~~Entertainment ~~included~~became a subsidiary of the Company in which the Company owns an 81.1% interest. The remaining 4,068,869 shares of Pulse Entertainment common stock may be exchanged by the Pulse Entertainment Shareholders pursuant to the Share Exchange Agreement for 22,535,399 shares of the Company’s ~~most~~unregistered ~~recently~~common ~~filed~~stock. ~~Form~~In ~~S-1/A~~the ~~that~~event ~~went~~these ~~effective~~shares ~~October~~are 7exchanged, ~~2013~~Pulse Entertainment will become a wholly owned subsidiary of the Company.

~~Operating results for the six months ended December 31, 2013 are not necessarily indicative of the results that can be expected for the year ending June 30, 2014.~~Recapitalization

~~Development~~The ~~Stage~~Company’s acquisition of Pulse Entertainment was accounted for as a recapitalization of Pulse Entertainment since the shareholders of Pulse Entertainment obtained voting and managing control of the Company. Pulse Entertainment was the acquirer for financial reporting purposes and Pulse Evolution was the acquired company. Consequently, the consolidated financial statements after completion of the acquisition include the assets and liabilities of both Pulse Evolution and Pulse Entertainment, the historical operations of Pulse Entertainment and their consolidated operations from the September 30, 2014 closing date of the acquisition. Pulse Entertainment retroactively applied its recapitalization pursuant to the terms of the Share Exchange Agreement for all periods presented in the accompanying consolidated financial statements.

~~The~~Because ~~Company~~Pulse ~~has~~Entertainment ~~not~~is ~~earned~~the ~~any~~acquirer ~~revenue~~for ~~from~~financial ~~operations.~~reporting ~~Accordingly~~purposes, ~~the~~no ~~accompanying~~comparative ~~financial~~prior ~~statements~~year ~~have~~data ~~been~~is ~~prepared~~presented indue ~~accordance with generally accepted accounting principles related~~ to ~~development-stage companies as set forth in Financial Accounting Standards~~Pulse ~~Board~~Entertainment’s ~~Accounting~~incorporation ~~Standards~~occurring ~~Codification~~on ~~915~~October ~~(“FASB~~10, ~~ASC~~2013 ~~915”). A development-stage company is one~~ in ~~which~~the ~~planned principal~~state ~~operations~~of ~~have not commenced or if its operations have commenced, there has been no significant revenues there from~~Delaware.

F-54

~~Use of~~ ~~Estimates~~Liquidity

The ~~preparation~~Company ofhas ~~financial~~been ~~statements~~highly independent ~~conformity~~on ~~with~~raising ~~accounting~~capital ~~principles~~to ~~generally~~fund ~~accepted~~its instart-up ~~the~~and ~~United~~growth ~~States~~strategies. ofTo ~~America~~date, the Company has raised ~~requires~~capital ~~management~~from tothe ~~make~~sales ~~estimates~~of ~~and~~its ~~assumptions~~common ~~that~~stock ~~affect~~without ~~the~~restrictive ~~reported~~covenants ~~amounts~~from ofinstitutional ~~assets~~investors and ~~liabilities~~strategic atpartners ~~the~~(See Note ~~date~~8 ~~of the~~- ~~financial~~Capitalization). ~~statements~~On ~~and~~September 30, 2014, the ~~reported~~Company ~~amounts~~and ofPulse ~~revenue~~Entertainment ~~and~~completed ~~expenses~~an ~~during~~initial closing under the ~~reporting~~terms of ~~period.~~a ~~Actual~~share ~~results~~exchange ~~could~~agreement ~~differ from~~they ~~those~~entered ~~estimates~~into whereby Pulse Entertainment became a subsidiary of the Company.

The Company’s core business is the acquisition from estates and other rights holders of certain intellectual property rights to create virtual celebrities, and the right to present, and license to others to present, those virtual performers in live, and a variety of live-virtual and commercial formats.

In execution of its business plan, the Company has considered various models for executing its business plan. Originally, the Company intended to focus on providing virtual performers for appearances and collecting royalties when the Company has an ownership interest in the intellectual property rights for the virtual performer (the “Talent Model”). Under the Talent Model, the Company would permit other producers to create performances that make use of virtual performers created by the Company.

Subsequently, the Company decided to explore and develop opportunities to act as a producer of events (the “Producer Model”), thereby enabling the company to exert significant creative and technological control over the performance productions, and to capture significantly greater portions of the realizable economic value created by the virtual performance.

Under both models, the Company expects to generate revenues and/or positive operating cash-flow on all digital construction, animation, and production services that it provides, plus royalties when the work involves intellectual property rights held by the Company. Under both models, the Company has significant discretion to determine to what extent the creative and production resources, which are primarily labor costs, are engaged on an as-needed basis for each project or production (“Contract Staffing”), and to what extent the Company carries a concentration of creative and production resources in-house (“In-House Staffing”).

While execution of the Producer Model enables the Company to capture more of the value created by the virtual performers, it also requires the Company to raise significant amounts of production capital, which is similar to project financed equity or non-recourse debt into production subsidiaries. Executing this model with In-house Staffing gives the Company certain strategic advantages and flexibility in the development of new concepts and application of new technologies, yet it also requires a higher employee headcount and the related operating overhead.

The Company’s ability to fund its operations and meet its obligations on a timely basis is dependent on its ability to match the available financial resources to its operating model (Talent vs. Producer) and its execution strategy (Contract Staffing vs. In-House Staffing). The decisions the Company makes with regard to operating model and execution strategy drive the capital and liquidity requirements.

The Company is currently operating under the Producer Model with significant In-House Staffing resources. Consequently, the Company is heavily reliant upon raising equity capital to finance our operations, meet our working capital requirements and finance productions. To the extent that full development of the Company’s growth opportunities also requires forming strategic alliances, we are prepared to do so.

If, however, the Company is unable to successfully raise sufficient additional capital and generate cash flow from operations, the Company would likely have to reduce its dependence on In-House Staffing and limit many, if not all, of the its activities as a producer.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

The accompanying condensed consolidated financial statements include the accounts of Pulse Evolution Corporation, its majority-owned subsidiary Pulse Entertainment Corporation and its wholly-owned subsidiary The Kopp Initiative, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company retroactively applied its recapitalization per the Share Exchange Agreement for all periods presented in the accompanying unaudited condensed consolidated financial statements.

Reclassifications

The accompanying condensed consolidated financial statements include certain reclassifications of amounts in the June 30, 2014 financial statements in order to conform to the September 30, 2014 presentation.

Revenue Recognition

~~The~~We ~~Company~~have ~~recognizes~~entered ~~revenue~~into ~~when~~a ~~products~~production ~~are~~services ~~fully~~agreement ~~delivered~~with orthe ~~services~~estate ~~have~~of ~~been~~a ~~provided~~deceased ~~and~~celebrity ~~collection~~that provide revenues based on certain production services. Revenue is ~~reasonably~~recognized ~~assured~~on a straight-line basis over each contract period, as defined in each agreement. As the production services are rendered, revenue is recognized.

~~Cash and Cash Equivalents~~F-5

~~For~~Stock-based purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company’s cash consists of funds deposited with its lawyer into the law firm’s trust account.Compensation

ASC 718, “Compensation-Stock Compensation” requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award. We account for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete.

Income Taxes

The Company ~~provides~~uses ~~for~~the ~~income~~asset ~~taxes~~and ~~using~~liability anmethod ~~asset~~of ~~and~~accounting ~~liability~~for ~~approach~~income taxes. ~~Deferred~~Under ~~tax~~this ~~assets~~method, ~~and~~deferred ~~liabilities~~income taxes are ~~recorded based~~recognized onfor the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. ofDeferred tax assets and liabilities ~~and~~are ~~the~~measured using enacted tax rates inexpected to ~~effect~~be ~~when~~applied ~~these differences~~to ~~are~~taxable ~~expected~~income toin ~~reverse.~~the ~~Deferred~~years ~~tax~~in ~~assets~~which those temporary differences are ~~reduced~~expected byto abe ~~valuation~~recovered ~~allowance~~or ~~if,~~settled. ~~based~~The effect on ~~the~~deferred ~~weight~~taxes of ~~available evidence,~~a itchange isin ~~more~~tax ~~likely~~rates ~~than~~is ~~not~~recognized ~~that~~in ~~some~~income orin ~~all of~~ the ~~deferred~~period ~~tax~~that ~~assets~~includes ~~will~~the ~~not~~enactment ~~be realized~~date.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 15% to the net loss before provision for income taxes as follows:

	For Six Months Ended December 31, 2013			From inception on May 31, 2013 through June 30, 2013
Income tax expense (benefit) at statutory rate	$	(1,390	)	$	(1,190	)
Change in valuation allowance		1,390			1,190
Income tax expense	$	0		$	0

Net deferred tax assets consist of the following components as of December 31, 2013 and June 30, 2013:

	December 31, 2013			June 30, 2013
NOL Carryover	$	2,580		$	1,190
Valuation allowance		(2,580	)		(1,190	)
Net deferred tax asset	$	0		$	0

F-6

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $17,202 for federal income tax reporting purposes could be subject to annual limitations should a change in ownership occur. The net operating loss carry forwards began to expire in 2033.

Foreign Currency Translation

The Company has adopted the US dollar as its functional and reporting currency because most of its transactions are denominated in US currency.

Fair Value of Financial Instruments

The Company ~~estimates~~determines the fair value of its financial instruments using the ~~available~~Black-Scholes ~~market~~option ~~information~~pricing model and ~~valuation~~utilized ~~methods.~~the ~~Considerable~~following ~~judgment~~assumptions isfor ~~required~~determination inof ~~estimating~~the fair value. ~~Accordingly, the estimates~~ of ~~fair~~its ~~value~~financial ~~may~~instrument ~~not~~as ~~be indicative~~ of ~~the~~September ~~amounts~~30, ~~the Company could realize in a current market exchange.~~2014:

Fair value of exchange warrants option	September 30, 2014			June 30, 2014

Number of shares		2,800,000
Fair value of option	$	476,000			-
Term in years		1.61			-
Risk-free interest rate		0.34	%		-
Volatility		76.63	%		-
Dividend rate		0.00	%		-

Earnings per Share

~~The~~Basic ~~basic~~ earnings ~~(loss)~~ per share isare ~~calculated~~computed bybased ~~dividing~~upon the ~~Company’s~~weighted-average ~~net~~number ~~income~~of ~~available~~shares tooutstanding, ~~common~~including ~~shareholders~~nominal byissuances ~~the weighted average number~~ of common share ~~shares~~equivalents, ~~during~~for ~~the~~each ~~year~~period presented. ~~The~~ Fully-diluted, earnings ~~(loss)~~ per share is ~~calculated~~computed bybased ~~dividing~~upon the weighted-average number of shares and dilutive share equivalents outstanding for each period presented. Due to the Company’s net ~~income~~losses ~~(loss)~~for ~~available~~the three tomonths ~~common~~ended ~~shareholders~~September by30, 2014, the ~~diluted~~inclusion ~~weighted~~of ~~average~~dilutive ~~number~~common ofshare ~~shares~~equivalents ~~outstanding during~~in the ~~year.~~calculation ~~The~~of diluted ~~weighted~~earnings per ~~average~~share ~~number~~would ofbe ~~shares~~anti-dilutive. ~~outstanding~~Thus, is the ~~basic~~common ~~weighted~~share ~~number~~equivalents ofhave ~~shares~~been ~~adjusted~~excluded ~~as of~~from the ~~first~~computation of ~~the~~diluted ~~year~~earnings per share for ~~any~~the ~~potentially~~three ~~dilutive~~months ~~debt~~ended orSeptember ~~equity~~30, 2014. ~~The~~These common stock equivalents include exchange warrants for shares of the Company’s ~~has~~common ~~not~~stock ~~issued~~and ~~any~~rights ~~options~~to orexchange ~~warrants~~shares orof ~~similar~~Pulse Entertainment Corporation common stock for shares of the ~~securities~~Company’s ~~since~~common ~~inception~~stock.

~~Dividends~~The potential dilutive securities outstanding that were excluded from the computation of diluted net loss per share for the following periods, because their inclusion would have had an anti-dilutive effect, are summarized as follows:

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

	Three Months Ended September 30, 2014

Share exchange right of subsidiary shareholders		22,535,399
Exchange warrants option		2,800,000
Total		25,335,399

F-6

Recent Accounting Pronouncements

~~Management~~On ~~has~~May ~~considered~~28, ~~all~~2014, ~~recent~~the ~~accounting~~Financial ~~pronouncements~~Accounting Standards Board (FASB) issued Accounting Standards Update No. ~~The~~2014-09 ~~Company’s~~(ASU ~~management~~2014-09), ~~believes~~Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that ~~these~~companies ~~recent~~recognize ~~pronouncements~~revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will ~~not~~require ~~have~~additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a ~~material~~contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect onadjustment as of the ~~Company’s~~date of adoption. Management is currently evaluating the impact, if any, on adopting ASU 2014-09 on our results of operations or financial ~~statements~~condition.

NOTE 23. -PROPERTY ~~GOING~~& ~~CONCERN~~EQUIPMENT

~~The~~Property ~~accompanying~~and ~~financial~~equipment ~~statements have been prepared assuming that the Company will continue~~ as aof ~~going~~September ~~concern~~30, ~~which~~2014 ~~contemplates, among other things, the realization of assets~~ and ~~satisfaction~~June ~~of liabilities in the normal course of business. The Company has net losses from the date of incorporation on May 31~~30, ~~2013~~2014 toconsist ~~December 31, 2013~~ of $17,202. The Company intends to fund its expenditures through equity financing arrangements, which may be insufficient to fund its proposed development expenditures, working capital and other cash requirements through the ~~next fiscal year ending June 30, 2014.~~following:

	September 30, 2014			June 30, 2014
Computers and other equipment	$	11,179		$	9,805
Furniture and fixtures		14,061			14,061
Total property and equipment, cost		25,240			23,866
Less accumulated depreciation		(2,041	)		(980	)
Total property and equipment, net	$	23,199		$	22,886

The range of estimated useful lives for property and equipment at September 30, 2014, and June 30, 2014 was five to seven years.

Depreciation expense on property and equipment totaled $1,061 for the three months ended September 30, 2014.

NOTE 4. INTANGIBLE & OTHER ASSETS

In August 2014, the Company entered into a multi-year agreement with ABG to develop for ABG, entertainment projects to utilize a realistic computer-generated image of Elvis Presley. The likeness will be used to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials. The initial fee paid has been capitalized and is being amortized over the length of the agreement. At September 30, 2014, forty-eight months remain unamortized on the agreement.

Included in other assets is a receivable of approximately $6,200 due from two affiliated entities controlled by the Executive Chairman of the Board of the Company.

NOTE 5. ACCRUED LIABILITIES

Accrued liabilities as of September 30, 2014 and June 30, 2014 consist of the following:

	September 30, 2014		June 30, 2014
Payroll and payroll related liabilities	$	276,650	$	132,732
Due to advisor		-		456,653
Other accrued expenses		98,454		87,135
Total accrued expenses	$	375,104	$	676,520

NOTE 6. NON-CONTROLLING INTERESTS

Changes in the non-controlling interest amounts of our subsidiaries for the three months ended September 30, 2014 were as follows:

Balance at June 30, 2014	$	141,654
Net loss attributable to non-controlling interests		(516,853	)
Balance at September 30, 2014	$	(375,199	)

During the three months ended September 30, 2014, the Company’s subsidiary Pulse Entertainment realized a net loss of $3,483,937. Pursuant to the requirements under FASB ASC Topic 810, Consolidation, the Company allocates Pulse Entertainment’s earnings to non-controlling interests based on the percentage of common stock of Pulse Entertainment not owned by the Company. Intercompany transactions are eliminated in consolidation but impact the net earnings of each of the respective entities and as such affect amounts allocated to non-controlling interests. During the three months ended September 30, 2014, $2,734,674 of Pulse Entertainment’s net loss was allocated to accumulated deficit representing the Company’s proportionate holdings in Pulse Entertainment’s common stock outstanding of 81.1% and the remaining 18.9% of Pulse Entertainment’s net loss, amounting to $516,853, was allocated to non-controlling interests.

F-7

~~The~~NOTE ability of the Company to emerge from the development stage and continue as a going concern is dependent upon the Company’s successful efforts to raise sufficient capital for its business plans and then attaining profitable operations7. InCOMMITMENTS ~~response~~AND ~~to these issues, management has planned the following actions:~~CONTINGENCIES

~~- The Company is planning to file and clear a Registration Statement with the SEC to raise additional equity funds through a public offering .~~Operating Leases

-The Company ~~Management~~leases isoffice ~~currently~~space ~~formulating~~under ~~plans~~non-cancelable tooperating ~~develop~~leases ~~and~~with ~~sell~~an ~~its~~expiration ~~software~~date toof ~~generate~~March ~~future~~31, ~~revenues~~2015. ~~There~~Monthly ~~can~~lease beexpense is noapproximately ~~assurances~~$12,000 ~~however,~~with ~~that~~a ~~management’s~~remaining ~~expectations~~obligation ofunder ~~future~~the ~~revenues~~lease ~~will~~of beapproximately ~~realized~~$72,000.

AsThe ofCompany ~~the~~also ~~date~~leases ofoffice ~~the~~space ~~financial~~on ~~statements,~~a ~~there~~month-to-month ~~were~~basis ~~no commitments~~ for ~~the~~its ~~additional~~production ~~equity funding~~operations. ~~Management~~Monthly ~~estimates~~lease ~~the minimum~~expense ~~amount of additional funding necessary to enable the Company to carry out its intended business plan and remain viable for at least the twelve months following the date of the financial statements~~ is approximately $508,~~000~~300. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTE~~Total 3rent -expense ~~RELATED~~for ~~PARTY~~the ~~TRANSACTIONS~~three months ended September 30, 2014 was approximately $58,200.

~~The~~Advisory Company’s officer and director is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.Agreements

OnThe ~~May~~Company’s 31majority-owned subsidiary, ~~2013~~Pulse Entertainment Corporation, entered into an Investor Introduction Agreement (“the Agreement”) with an international advisory services group (“the Advisor”) in March 2014. The Advisor is to support the Company in its fund raising process through introductions of potential investors and to assist the Company in developing its investor relations strategy. The Agreement calls for the Advisor to be paid a success fee in cash equal to six percent of all investments introduced by the Advisor. In addition the Advisor shall be entitled to shares equal to three percent of the underlying shares issued 6in any such transactions. As of June 30,~~000~~ 2014,~~000~~ the Advisor had earned 488,830 shares of ~~its~~Pulse ~~common~~Entertainment common stock, toof ~~its~~which ~~President~~224,869 ~~Secretary~~shares ~~Treasurer~~of ~~and~~common ~~Director~~stock were issued. A liability had been recognized by Pulse Entertainment for ~~cash~~the portion of shares not issued as of June 30, 2014 totaling $18456,~~000~~653. ~~See~~In September 2014, the Company issued 1,461,946 shares of its common stock in payment of the liability as if Pulse Entertainment had paid the Advisor in its shares, and the Advisor immediately exchanged the shares in the company’s stock under the Share Exchange Agreement as further described in Note 49 - Capitalization below.

~~NOTE~~Pulse 4Entertainment ~~- COMMON~~entered ~~STOCK~~into a business development advisory agreement (the “Business Development Agreement”) with a consulting firm (the “Consultant”) in May 2014, wherein the Consultant agreed to provide certain production and promotion services to Pulse Entertainment in exchange for consideration including cash, equity, an operating budget and production credits as specified in the Business Development Agreement. The Business Development Agreement provides for certain performance milestones and for termination by either party with 30 days’ notice. The maximum potential equity consideration is comprised of up to 200,000 stock options with an exercise price of $1.73 per share as follows:

The Company is authorized to issue 75,000,000 common shares with a par value of $0.003. As of December 31, 2013, there were 6,000,000 shares of common stock issued and outstanding.

	●	100,000 options immediately upon execution of the Agreement

	●	Up to 50,000 options each quarter for the following two quarters, beginning three months from the date of the Agreement, if certain performance targets are achieved.

OnBecause ~~May~~Pulse ~~31,~~Entertainment ~~2013~~had ~~(inception)~~not yet established an equity incentive plan under which the ~~Company~~options ~~issued~~could 6have been formally granted at the time the Business Development Agreement was executed,~~000,000~~ and accordingly had not reserved shares of common stock for issuance under an equity incentive plan, there was insufficient information to ~~its~~determine ~~President~~the ~~for~~fair ~~cash~~value of ~~$18~~the option grant at the effective date of the Business Development Agreement. Therefore,~~000~~ Pulse Entertainment is unable to determine the fair value of the option grant on the grant date and has not recorded a liability on its books and records.

~~NOTE~~The 5Business ~~- SUBSEQUENT~~Development ~~EVENTS~~Agreement was terminated in September 2014. The Company is currently in negotiations with the consultants to reach a settlement in lieu of the Pulse Entertainment stock option grant. Since the Company cannot reasonably estimate or determine a likely outcome, no liability has been recorded for the quarter ended September 30, 2014.

In ~~accordance~~July, the Company entered into an Investor Introduction Agreement (“the II Agreement”) with ~~ASC~~an ~~855~~international advisory services group (“the Advisor”). The Advisor is to support the Company’s ~~management~~in ~~reviewed~~its ~~all~~fund ~~material~~raising ~~events~~process through introductions of potential investors and to assist the ~~date~~Company ~~these~~in ~~financial~~developing ~~statements~~a coherent investor relations strategy. The II Agreement calls ~~were~~for ~~available~~the Advisor to be ~~issued,~~paid ~~and~~a ~~there~~success ~~are~~fee noin ~~material~~cash equal to up to eleven percent of all investments introduced by the Advisor through September 30, 2014, subsequent ~~events~~to that date the cash fee for any such transactions is permanently reduced to ~~report~~six percent. In addition the Advisor shall be entitled to shares equal to three percent of the underlying shares issued in any such transactions.

In September 2014, the Company entered into a Consulting Agreement (“AB Agreement”) with a member of Art Story LLC whose managing member is the Executive Chairman of the Company. The consultant is to provide services related to story art development. Under the term of the agreement the consultant is to provide services for one year to and is to be paid in monthly payments of $12,500.

In September 2014, the Company entered into an exclusive financial services and advisory agreement with a consultant to assist the Company in its capital market strategies. Under the terms of the agreement, the Company is to pay the consultant three non-refundable monthly payments of $30,000, and quarterly restricted stock grants equal to one-half of one percent of the outstanding shares of common stock of the Company each quarter to a maximum of two and one-half percent of the outstanding shares of common stock. The agreement also calls for a ten percent fee in the event that a qualified financing transaction, as defined in the agreement, is closed. The fee is payable equally in cash and stock.

Contractual Commitments

The Company has entered into a production-related contract. Under the terms of the contract, the Company is required to make an initial payment to the third party as well as commitments to profit sharing requiring minimum future payments to the third party ratably over the next five years beginning at the end of calendar 2015. At the three months ended September 30, 2014, the future minimum payments due for future profit sharing under the contract are $4,000,000.

F-8

Litigation

On May 29, 2014, Hologram USA, Inc., Musion Das Hologram Limited and Uwe Maass (the “Plaintiffs”) filed an amended complaint in the U.S. District Court for the District of Nevada (Case No. 2:14-cv-00772-GMN-NJK). The complaint alleges that Plaintiffs own, or control, certain patents related to the projection illusion technique, historically known as “Pepper’s Ghost.” The Plaintiffs further allege that Pulse Evolution Corporation, Pulse Entertainment Corporation, John Textor, Dick Clark Productions, Inc., John Branca and John McClain, as executors of the Estate of Michael J. Jackson, MJJ Productions, Inc. Musion Events, Ltd. Musion 3D, Ltd., William James Rock and Ian Christopher O’Connell (collectively, the “Defendants”) infringed on the Plaintiffs’ patent rights by using the Plaintiffs’ projection illusion system to project the visual imagery developed and conceived by our company in connection with the a musical performance at the 2014 Billboard Music Awards in Las Vegas Nevada featuring an image of the late Michael Jackson. The Plaintiffs have not alleged that the Company’s core business, the production of visual effects or human animation imagery infringes their intellectual property rights. The complaint sought an order of the Court temporarily and permanently enjoining the Defendants from carrying out the Michael Jackson performance, a judgment for infringement, damages, attorneys’ fees and costs. The Plaintiffs’ Emergency Motion for Temporary Restraining Order filed in connection with its May 15, 2014 complaint was denied on May 16, 2014 as the Court found that the Plaintiffs’ failed to establish that they are likely to succeed on the merits of their patent infringement claims and that they are likely to suffer irreparable harm.

On September 17, 2014, the Court issued a Revised Discovery Plan and Scheduling Order setting the discovery cut-off date of September 28, 2015, and set the deadline for dispositive motions as October 28, 2015. The Court did not set a trial date. The Court also did not rule on the Motions to Dismiss made pursuant to FRCP Rule 12(b)(6) and 12(b)(3) filed on June 24, 2014 by Pulse Evolution Corporation, Pulse Entertainment Corporation and John Textor. The Motions to Dismiss remain pending. On November 4, 2014, Pulse Evolution Corporation, Pulse Entertainment Corporation and John Textor served their Initial Disclosure of Non-Infringement and Invalidity Contentions pursuant to L.R. 16.1. The defendants anticipate filing a Motion for Summary Judgment as soon as is practicable.

The Company believes that its claims and defenses in this case are substantial because the visual imagery the Company develops and conceives is distinct from the Plaintiffs’ projection system allowing the Company to use a variety of projection systems in its productions. Litigation is, however, inherently unpredictable. The outcome of this lawsuit is subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss is complex. Consequently, the Company is unable to estimate the range of reasonably possible loss. The Company’s assessments are based on estimates and assumptions that have been deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause the Company to change those estimates and assumptions.

The Company is involved from time to time in routine litigation arising in the ordinary course of conducting its business. In the opinion of the Company’s management, no pending routine litigation will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

NOTE 8. CAPITALIZATION

Common Stock Issued in Private Placements

For the three months ended September 30, 2014, the Company sold 4,919,356 shares of its common stock at an average price of $0.45 per share for aggregate, gross proceeds of $2,225,000 and aggregate net proceeds of $2,156,720. The Company also received net proceeds of $152,023 from an investor under a securities purchase agreement entered into prior to June 30, 2014.

Common Stock Issued in Share Exchange

On September 30, 2014, the Company completed the initial closing under the Share Exchange Agreement pursuant to which it agreed to issue 35,827,309 shares of its unregistered Common Stock, net of cancellations, to the shareholders of Pulse Entertainment in exchange for 17,466,383 shares of its common stock. As part of the Share Exchange, certain of the Company’s shareholders who are also shareholders of Pulse Entertainment agreed to cancel 60,910,113 shares of the Company’s common stock issuable to them in connection with the Share Exchange. Upon completion of the initial closing, Pulse Entertainment became a subsidiary of the Company in which the Company owns an 81.1% interest. The remaining 4,068,869 shares of Pulse Entertainment common stock may be exchanged by the Pulse Entertainment shareholders pursuant to the Share Exchange Agreement for 22,535,399 shares of the Company’s unregistered common stock. In the event these shares are exchanged, Pulse Entertainment will become a wholly owned subsidiary of the Company.

Common Stock Issued in Payment of Subsidiary Payable

Pulse Entertainment Corporation, entered into an Investor Introduction Agreement (“the Agreement”) with an international advisory services group (“the Advisor”) in March 2014. The Advisor is to support the Company in its fund raising process through introductions of potential investors and to assist the Company in developing its investor relations strategy. The Agreement calls for the Advisor to be paid a success fee in cash equal to six percent of all investments introduced by the Advisor. In addition the Advisor shall be entitled to shares equal to three percent of the underlying shares issued in any such transactions.

As of June 30, 2014, the Advisor had earned 488,830 shares of Pulse Entertainment common stock, of which 224,869 shares of common stock were issued. A liability had been recognized by Pulse Entertainment for the portion of shares not issued as of June 30, 2014 totaling $456,653. In September 2014, the Company issued 1,461,946 shares of its common stock in payment of the liability as if Pulse Entertainment had paid the Advisor in its shares, and the Advisor immediately exchanged the shares in the company’s stock under the Share Exchange Agreement described above. The Company recorded the par value of the stock at $1,462 and additional paid in capital of $455,191.

For the three months ended September 30, 2014, the Advisor had earned 30,000 shares of the Company’s common stock under the terms of the Agreement. The value of the shares was $18,600 and was recorded as a reduction to additional paid in capital.

F-9

Common Stock Issued to Service Providers

In determining the fair value of the services rendered by third parties, the Company uses the value of the services or the fair value of the common stock at the time the common stock was issued whichever is more readily determinable at the time the services are rendered.

In September 2014, the Company entered into an exclusive financial services and advisory agreement with a consultant to assist the Company in its capital market strategies. Under the terms of the agreement, the Company is to pay the consultant three non-refundable monthly payments of $30,000, and quarterly restricted stock grants equal to one-half of one percent of the outstanding shares of common stock of the Company each quarter to a maximum of two and one-half percent of the outstanding shares of common stock. The fee is payable equally in cash and stock. The Company recorded stock compensation expense of $368,305 upon issuance of 594,039 shares of its common stock.

The agreement also calls for a ten percent fee in the event that a qualified financing transaction, as defined in the agreement, is closed. No such qualified financing transaction was contemplated as of September 30, 2014.

NOTE 9. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and for income tax purposes. A deferred income tax asset is recognized if realization of such asset is more likely than not, based upon the weight of available evidence which includes historical operating performance and the Company’s forecast of future operating performance. The Company evaluates the realizability of its deferred income tax assets and a valuation allowance is provided, as necessary. During this evaluation, the Company reviews its forecasts of income in conjunction with the positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is needed.

The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states. Because of the Company’s history of tax losses, all income tax returns filed remain open to examination by U.S federal and state tax authorities. The Company believes that it has made adequate provision for all income tax uncertainties pertaining to these open tax years.

No federal, state and local tax benefit was recorded during the three months ended September 30, 2014 for the Company’s pretax loss, because the future realizability of such benefits was not considered to be more likely than not and accordingly, a full valuation allowance against the tax benefit has been recorded.

NOTE 10. RELATED-PARTY TRANSACTIONS

Pulse Entertainment Corporation entered into an Asset Transfer and Assignment Agreement (the “Transfer Agreement”) with Tradition Studios I.P. Acquisition Inc., (“Tradition”) in April 2014. The agreement is effective as of the inception date of Pulse Entertainment and included the transfer of property and equipment with a historical cost of approximately $14,000 and general liabilities with a historical cost of approximately $81,100, resulting in a transfer of net liabilities of approximately $67,000. As of the effective date of the Transfer Agreement, the Executive Chairman of Pulse Entertainment had a majority control of Pulse Entertainment and also had majority control of Tradition. The transfer of assets and liabilities was considered a common control transaction in accordance with the accounting guidance in ASC Topic 605-35, Business Combinations. As such, Pulse Entertainment recorded the assets and liabilities at historical cost at the time of the transfer with a charge against equity in additional paid in capital for the net liabilities at the time of transfer. The liability of $81,100 was paid in July 2014 to another entity controlled by the Executive Chairman.

In August 2014, the Company’s board of directors approved payments of director fees for fiscal year 2015. All director fees for the fiscal year 2015 totaling $100,000 were paid as of September 30, 2014.

NOTE 11. SUBSEQUENT EVENTS

In October 2014, the Company sold 2,622,679 shares of its common stock at an average price of $0.62 per shares for aggregate, gross proceeds of $1,626,060.

In October 2014, under the terms of the Share Exchange Agreement as more fully disclosed in Note 8 – Capitalization, the Company issued 15,135,973 shares of its unregistered common stock to shareholders of Pulse Entertainment in exchange for 2,732,869 shares of its common stock raising its ownership percentage in Pulse Entertainment to 93.8%.

In October 2014, the Company entered into a multi-year agreement with the Estate of Marilyn Monroe, LLC (“the Monroe Estate”) to develop for the Monroe Estate entertainment projects to utilize a realistic computer-generated image of Marilyn Monroe. The likeness will be used to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials. The Monroe Estate holds the likeness, appearance, and publicity rights of Marilyn Monroe. Under the terms of the agreement, the Company issued 2,800,000 shares of common stock to the Monroe Estate and provides the option to put the shares back to the Company on or before a certain date in the future in exchange for cash.

In October 2014, the Company entered into a consulting agreement with a third party to provide executive leadership in the formation of a new division of the Company. Under the terms of the agreement, the consultant will provide services in the development of a business plan, technology planning, and fundraising. Under the term of the agreement, the consultant is to provide services for six months and is to be paid a monthly base payment of $10,000, with additional amounts to be paid under certain performance conditions. If certain performance targets, as defined in the agreement, are met, the Company would create a newly formed subsidiary and the consultant would become the Chief Executive Officer of the newly developed subsidiary. Additionally, beginning upon the execution of this agreement, the consultant became a member of the Company’s advisory board and was granted 1,152,000 shares of the Company’s restricted common stock which vest quarterly in equal installments over a two year period.

F-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~You~~The ~~should read the~~ following discussion and analysis of our consolidated financial condition ~~and~~as ~~results~~ of ~~operations~~September in30, ~~conjunction~~2014 ~~with~~and ~~the~~June ~~financial~~30, ~~statements~~ 2014, and ~~the~~results of ~~notes~~operations ~~thereto~~and ~~included~~cash ~~elsewhere~~flows infor the ~~Form~~three ~~10-Q.~~months ~~The~~ended ~~following~~September ~~discussion contains forward-looking statements that reflect our plans~~30, ~~estimates~~2014 ~~and~~should ~~beliefs.~~be ~~Our~~read ~~actual~~in ~~results~~conjunction ~~could~~with ~~differ materially from those discussed in~~ the ~~forward-looking~~consolidated financial statements~~. Factors~~ ~~that~~and ~~could~~other ~~cause~~information orpresented ~~contribute~~in tothis ~~these~~Quarterly ~~differences~~Report ~~include~~on ~~those discussed below and elsewhere in this~~ Form 10-Q~~, particularly in the sections titled “Risk Factors”~~.

~~QurApps,~~We ~~Inc.,~~have ~~was~~defined ~~incorporated~~various onperiods ~~May 31, 2013, under the laws of the State of Nevada, for the purpose of the development of a mobile software app, called “I Feed Me”,~~ that ~~enables~~are ~~consumers~~covered toin ~~obtain~~this ~~meal~~report ~~recipes~~as by selecting 3 to 5 food products, and once entered, the software app will provide a list of recipes from which to cook meals, based on the 3 to 5 food products chosen. Additionally, app users will be able to rate recipes, add their personal recipes and receive real-time notifications when new consumers select their recipes to use.follows:

~~We have~~● ~~not~~“fiscal ~~commenced~~2015” ~~development~~— ofJuly ~~our~~1, ~~planned~~2014 ~~mobile~~through ~~software~~June ~~application.~~30, 2015 ● “fiscal 2014” — October 10, 2013 (inception date) through June 30, 2014 ● “three months ended September 30, 2014” – July 1, 2014 through September 30, 2014

We are development of a mobile software app, called “I Feed Me” that enables consumers to obtain meal recipes by selecting 3 to 5 food products, and once entered the software app will provide a list of recipes from which to cook meals, based on the 3 to 5 food products chosen. Additionally, app users will be able to rate recipes, add their personal recipes and receive real-time notifications when new consumers select their recipes to use.Overview

WePulse ~~plan~~Evolution toCorporation ~~develop~~(“we”, ~~our~~“us”, “Iour”, ~~Feed~~the Me“Company”) ~~software~~was ~~app~~incorporated ~~for~~on May 31, 2013 under the ~~Apple~~laws ~~iPhone,~~of ~~and~~the ifState ~~resources~~of ~~allow,~~Nevada weunder ~~will~~the ~~develop~~name anQurApps, ~~app for~~Inc. anDuring ~~Android-based~~fiscal ~~mobile~~2014 ~~phones.~~our Wecontrolling ~~plan~~shareholder tosold his ~~sell~~interest in our ~~software~~Company ~~app~~on ~~for~~May $015, 2014.99 onIn ~~the~~anticipation ~~Apple~~of ~~App~~this ~~store~~change ~~site~~of control, ~~and~~we ~~under~~changed ~~such~~our ~~arrangement,~~name to Pulse Evolution weCorporation ~~will~~effective beMay ~~entitled~~8, 2014 to ~~keep~~better ~~70%~~reflect our plans to produce specialized, high-impact applications of ~~all~~computer-generated human ~~app~~likeness ~~sales~~for utilization in entertainment, ~~and~~life ~~Apple~~sciences, ~~will~~education ~~keep~~and ~~30%~~telecommunication.

~~The~~On ~~Company’s~~September ~~principal~~30, ~~offices~~2014, we completed the initial closing under the Share Exchange Agreement we entered into with Pulse Entertainment and certain of its shareholders, some of whom are ~~located~~officers atand ~~Gilboa~~directors 26of ~~Street~~our company, ~~Pardes-Hanna~~pursuant to which we agreed to issue 35,827,309 ~~Israel~~shares of our unregistered common stock, net of cancellations, to certain shareholders of Pulse Entertainment in exchange for 17,466,383 shares of its common stock (the “Share Exchange”). Upon completion of the initial closing, Pulse Entertainment became a subsidiary of our company in which we own an 81.11% interest. We plan to complete the acquisition of an additional 4,068,869 shares of Pulse Entertainment common stock pursuant to the Share Exchange Agreement by issuing 22,535,399 shares of our common stock no later than December 25, 2014. Upon completion of this part of the acquisition, Pulse Entertainment will become our wholly owned subsidiary.

~~From~~We ~~inception~~produced ~~until~~a ~~the~~computer-generated ~~date~~and animated human likeness of ~~this~~the ~~filing~~late wepopular ~~have~~entertainer ~~had~~Michael ~~limited~~Jackson ~~operating~~that ~~activities~~appeared in a live performance at the Billboard Music Awards on May 18, ~~primarily~~2014. ~~consisting~~The virtual performance of Michael contributed to the ~~incorporation~~award show’s highest television viewership in 13 years and an 11-year high in advertising in the demographic of viewers age 18 to 49. This ~~our~~production ~~company,~~reached approximately 11 million television viewers during the initial ~~equity~~ABC ~~funding~~network broadcast, followed by ~~our~~more ~~sole~~than 51 ~~officer~~million online views through YouTube and ~~director,~~Vevo ~~designing~~and ~~our~~generated ~~website~~more than 2,400 news articles and ~~engaging~~an inestimated ~~market~~98 ~~research.~~billion internet Weimpressions ~~received~~for the Michael Jackson hologram and more than 300 million internet impressions estimated for our ~~initial~~company ~~funding~~and members of ~~$18~~our management. Further,~~000~~ ~~through~~in August and October, 2014 respectively, we entered into multi-year agreements with the ~~sale~~owners of the ~~common~~likeness, ~~stock~~appearance, toand ~~our~~publicity ~~sole~~rights ~~officer~~of Elvis Presley and ~~director,~~Marilyn ~~who~~Monroe ~~purchased~~to andevelop entertainment projects that utilize ~~aggregate~~a realistic computer-generated image of ~~6,000,000~~these ~~shares~~celebrities. atThese $0celebrities are among the world’s most famous talent.~~003~~ ~~per~~We plan ~~share~~to use the computer-generated likeness to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials.

~~Alon~~Revenues ~~Nigri,~~from ~~our~~the ~~sole~~estates ~~officer~~of ~~and~~these ~~director~~three ~~did~~late ~~not~~celebrities ~~agree~~rank tothem ~~serve~~among the top earning celebrity estates in the world, with estimated aggregate earnings in 2013 in excess of $200,000,000 as stated by Forbes.com in an ~~officer~~October or23, ~~director~~2013 web article. The revenues of these estates have been derived primarily from licensing the ~~Company~~still atand ~~least~~motion inpicture ~~part~~images ~~due~~and torecordings acaptured ~~plan,~~when ~~agreement~~the orrespective ~~understanding~~celebrities ~~that~~were healive. ~~would solicit~~Further, ~~participate~~they inare based on clippings, orouttakes ~~facilitate~~and performances from the ~~sale~~lives and careers of the ~~enterprise~~historical tocelebrities. ~~(or~~We abelieve ~~business~~that our first live presentation of the Virtual Michael Jackson performance ~~combination~~demonstrated ~~with)~~that awe ~~third~~are ~~party~~able ~~which~~to ~~desires~~re-launch the careers of deceased celebrities. More than staging an encore to ~~obtain~~their orhistorical careers ~~become~~of aMichael ~~public~~Jackson, ~~reporting~~Elvis ~~entity~~Presley and Marilyn Monroe, the virtual performances will be judiciously and Mrcompellingly contemporized and made relevant to whole new audiences through new performance forms and media. ~~Nigri~~We ~~confirms~~are ~~that~~poised heto ~~has~~create virtual celebrities nothat ~~such~~can ~~present~~do ~~intention~~things and go places their historical originals never could, while remaining true to their original values, identities, personalities and preferences.

~~For~~We ~~the~~believe ~~Three~~that ~~Months~~our ~~Ended~~digital ~~December~~likeness 31rights agreements and our plans for virtual performances of Michael Jackson, ~~2013~~Elvis Presley and Marilyn Monroe provide us with the foundation for significant growth in our core business.

~~Revenues~~Plan of Operations and Liquidity

~~Revenues~~ As of the date of this report, we have raised approximately $13.8 million since our inception and are highly dependent on raising capital to fund our start-up and growth strategies. Our core business is the acquisition from ~~continuing~~estates ~~operations~~and ~~for~~other rights holders of certain intellectual property rights to create virtual celebrities, and the ~~three~~right ~~months~~to ~~ended~~present, ~~December~~and 31license to others to present, those ~~2013~~virtual isperformers ~~zero~~in live, and a variety of live-virtual and commercial formats.

In execution of our business plan, we have considered various execution models. Originally, we intended to focus on providing virtual performers for appearances and collecting royalties when our Company has an ownership interest in the intellectual property rights for the virtual performer (the “Talent Model”). Under the Talent Model, we would permit other producers to create performances that make use of virtual performers created by us.

Subsequently, we decided to explore and develop opportunities to act as a producer of events (the “Producer Model”), thereby enabling us to exert significant creative and technological control over the performance productions, and to capture significantly greater portions of the realizable economic value created by the virtual performance.

~~Operating~~ Under ~~Expenses~~both models, we expect to generate revenues and/or positive operating cash-flow on all digital construction, animation, and production services that it provides, plus royalties when the work involves intellectual property rights held by our Company. Under both models, we have significant discretion to determine to what extent the creative and production resources, which are primarily labor costs, are engaged on an as-needed basis for each project or production (“Contract Staffing”), and to what extent the Company carries a concentration of creative and production resources in-house (“In-House Staffing”).

~~Operating~~ While ~~expenses~~execution ~~for~~of the ~~three~~Producer ~~months~~Model ~~ended~~enables ~~December~~our 31Company to capture more of the value created by the virtual performers, ~~2013~~it isalso $8requires that we raise significant amounts of production capital,~~123~~ which is similar to project financed equity or non-recourse debt into production subsidiaries. WeExecuting ~~recognized~~this ~~General~~model with In-house Staffing gives us certain strategic advantages and ~~Administrative~~flexibility ~~expenses~~in the development of ~~$1,386~~new concepts and ~~Professional~~ ~~fees~~application of $6new technologies,~~737~~ ~~during~~yet ~~the~~it ~~three~~also ~~months~~requires ~~ended~~a ~~December~~higher ~~31,~~employee ~~2013~~headcount and the related operating overhead.

~~Net~~ ~~Loss~~Our ability to fund operations and meet obligations on a timely basis is dependent on our ability to match the available financial resources to our operating model (Talent vs. Producer) and our execution strategy (Contract Staffing vs. In-House Staffing). The decisions we make with regard to operating model and execution strategy drive our Company’s capital and liquidity requirements.

~~During~~ We are currently operating under the Producer Model with significant In-House Staffing resources. Consequently, our Company is heavily ~~three~~reliant ~~months~~upon ~~ended~~raising ~~December~~equity 31capital to finance our operations, ~~2013~~meet our working capital requirements and finance productions. To the ~~Company~~extent ~~recognized~~that ~~net~~full ~~losses~~development of $8the Company’s growth opportunities also requires forming strategic alliances,~~123~~ we are prepared to do so.

~~For~~ If, ~~the~~however, ~~Six~~we ~~Months~~are ~~Ended~~unable ~~December~~to 31successfully raise sufficient additional capital and generate cash flow from operations, ~~2013~~we would likely have to reduce our dependence on In-House Staffing and limit many, if not all, of our Company’s activities as a producer.

Accounting Treatment of the Merger

For financial reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and Pulse Entertainment is deemed to be the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization effective as of September 30, 2014. Pulse Entertainment is the acquirer for financial reporting purposes and Pulse Evolution Corporation is the acquired company. Consequently, in reports we file with the SEC covering accounting periods after September 30, 2014, the assets and liabilities and the operations will reflect the historical financial statements prior to the Share Exchange will be those of Pulse Entertainment and will be recorded at the historical cost basis of Pulse Entertainment, and the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of our company and Pulse Entertainment, and the historical operations of Pulse Entertainment and the combined operations with our company from the initial closing date under the Share Exchange Agreement.

Results of Operations

The following analysis on results of operations was based primarily on the comparative consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three months ended September 30, 2014. We began our operations on October 10, 2013. Accordingly, no three month period over period analysis is included.

Revenues

Revenues ~~from~~during ~~continuing operations for~~ the ~~six~~three months ended ~~December~~September 3130, ~~2013~~2014 iswere ~~zero~~$88,151.

~~Operating~~Total Operating Expenses

~~Operating~~Total operating expenses ~~for~~during the ~~six~~three months ended ~~December~~September 3130, ~~2013~~2014 iswere $93,~~272.~~572,088, Weprimarily ~~recognized~~as ~~General~~a ~~and~~result ~~Administrative expenses~~ of ~~$2,210~~general and ~~Professional~~ ~~fees of $7,062 during the six months ended December 31, 2013~~administrative expenses.

Net Loss

~~During~~Net loss during the ~~six~~ three months ended ~~December~~September 3130, ~~2013~~2014 ~~the~~was ~~Company recognized net losses of~~ $93,~~272~~483,937.

For the Periods from May 31, 2013 (Inception) to December 31, 2013

Revenues

Revenues from continuing operations for the period from May 31, 2013 to December 31, 2013 is zero.

Operating Expenses

Operating expenses for the periods from May 31, 2013 to December 31, 2013 is $17,202. We recognized General and Administrative expenses of $2,210 and Professional fees of $14,992 during the period from May 31, 2013 to December 31, 2013.

Net Loss

During the period from May 31, 2013 (Inception) to December 31, 2013, the Company recognized net losses of $17,202.

Liquidity and Capital Resources

~~At December 31, 2013, we had total current assets of $2,858, total current liabilities of $2,060 and working capital of $798.~~ Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At September 30, 2014 and June 30, 2014, we had a cash balance of $263,432 and $1,539,719, respectively and working capital (deficit) of $(589,985) and $723,675, respectively.

Net cash used in operating activities was $2,583,656 for the three months ended September 30, 2014. The cash used in operating activities was primarily a result of the net loss from operations before non-controlling interests of $3,483,937 offset by payments of stock-based compensation of $368,305, a decrease in prepaid assets of $24,999 and an increase in accounts payable and accrued expenses of $459,716.

Net cash used in investing activities was $1,001,374 for the three months ended September 30, 2014 was primarily a result of $1,000,000 paid for acquiring certain licensing rights.

Net cash provided by financing activities during the three months ended September 30, 2014, was $2,308,743. Cash provided by financing activities was a result of additional sales of our common stock, net of stock issuance costs.

~~Historically,~~Issuances ~~we have financed our cash flow and operations from the sale~~ of ~~stock to~~ our ~~president. Net~~Common ~~cash provided by financing activities was $18,000 from May 31, 2013 (date of inception) to December 31, 2013 and $0 for the six months ended December 31, 2013.~~Stock

~~We have~~As ~~not~~is ~~yet~~more ~~generated~~fully ~~any~~described ~~revenue~~in ~~from~~Note ~~our~~9 ~~operations. We will require additional funds~~ to ~~implement~~ our ~~plans.~~Condensed ~~These~~Consolidated ~~funds~~Financial ~~may~~statements ~~be raised~~contained ~~through~~elsewhere ~~equity~~in ~~financing,~~this ~~debt~~quarterly ~~financing~~report, we orhave ~~other~~raised ~~sources,~~approximately ~~which may result in the dilution in the equity ownership of our shares~~$13.8 Wemillion ~~will~~to ~~also~~date ~~need~~through ~~more funds if~~ the ~~costs~~issuances of ~~the development of~~ our ~~website~~common ~~costs~~stock. ~~greater~~Issuances ~~than~~occurring weafter ~~have~~June ~~budgeted. We~~30, ~~will~~2014 ~~also~~include ~~require~~the ~~additional financing to sustain our business operations if we are not successful in earning revenues.~~following:

~~There are~~Common noStock ~~assurances~~Issued ~~that we will be able to obtain further funds required for our continued operations. As widely reported, the global and domestic financial markets have been extremely volatile~~ in ~~recent~~Private months. If such conditions and constraints continue, we may not be able to acquire additional funds either through credit markets or through equity markets. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.Placements

~~Plan~~Beginning in July 2014, we have sold 7,542,035 shares of ~~Operation~~our common stock at an average price of $0.51 per share for aggregate, gross proceeds of $3,851,060. Of those amounts, for the three months ended September 30, 2014, we have sold 4,919,356 shares of our common stock at an average price of $0.45 per share for aggregate, gross proceeds of $2,225,000. Subsequent to September 30, 2014, we have sold 2,622,679 shares of our common stock at an average price of $0.62 for aggregate gross proceeds of $1,626,060. The Company also received net proceeds of $152,023 from an investor under a securities purchase agreement entered into prior to June 30, 2014.

~~Our goals~~Common ~~over~~Stock ~~the~~Issued ~~next~~in 12Share ~~months are to:~~ Exchange

~~Goal~~On September 30, 2014, the Company completed the initial closing under the Share Exchange Agreement pursuant to which it agreed to issue 35,827,309 shares of its unregistered Common Stock, net of cancellations, to the shareholders of Pulse Entertainment in exchange for 17,466,383 shares of its common stock. As part of the Share Exchange, certain of the Company’s shareholders who are also shareholders of Pulse Entertainment agreed to cancel 60,910,113 shares of the Company’s common stock issuable to them in connection with the Share Exchange. Upon completion of the initial closing, Pulse Entertainment became a subsidiary of the Company in which the Company owns an 81.1:% interest. The remaining 4,068,869 shares of Pulse Entertainment common stock ~~Product~~may ~~Development~~be -exchanged ~~Create~~by ~~our~~the ~~software~~Pulse ~~app:~~Entertainment shareholders pursuant to the Share Exchange Agreement for 22,535,399 shares of the Company’s unregistered common stock. In the event these shares are exchanged, Pulse Entertainment will become a wholly owned subsidiary of the Company.

●Common Stock ~~Allow~~Issued ~~users~~in toPayment ~~find~~of ~~the~~Subsidiary best recipes based on what they choose to cook, want to get notifications from; ● Allow users to pick their recipes plan; ● Allow users to enter their recipes details; ● Send notifications to users showing that there is a another recipe available; andPayable

●Pulse Entertainment ~~Lets~~Corporation, ~~users~~entered ~~see~~into an Investor Introduction Agreement (“the Agreement”) with an international advisory services group (“the Advisor”) in March 2014. The Advisor is to support the Company in its fund raising process through introductions of potential investors and to assist the Company in developing its investor relations strategy. The Agreement calls for the Advisor to be paid a ~~list~~success fee in cash equal to six percent of ~~recipes~~all ~~that~~investments ~~are~~introduced ~~considered~~by ~~better~~the ~~than~~Advisor. ~~their~~In ~~existing~~addition the ~~recipes~~Advisor shall be entitled to shares equal to three percent of the underlying shares issued in any such transactions.

~~Goal~~As of 2:June 30, 2014, the Advisor had earned 488,830 shares of Pulse Entertainment common stock, of which 224,869 shares of common ~~Create~~stock awere ~~web~~issued. ~~portal~~A liability had been recognized by Pulse Entertainment for ~~creating~~the portion of shares not issued as of June 30, 2014 ~~editing~~totaling $456,653. ~~saving~~In September 2014, the ~~recipes~~Company &issued ~~supporting~~1,461,946 shares of its common stock in payment of the ~~app:~~liability as if Pulse Entertainment had paid the Advisor in its shares, and the Advisor immediately exchanged the shares in the company’s stock under the Share Exchange Agreement described above. The Company recorded the par value of the stock at $1,462 and additional paid in capital of $455,191.

●For the ~~Allow~~three ~~site~~months ~~admins~~ended toSeptember ~~login~~30, ~~and~~2014, ~~make~~the ~~changes;~~Advisor ●had ~~Allow~~earned ~~site~~30,000 ~~admins~~shares toof ~~create~~the ~~new~~Company’s ~~recipes~~common ~~for~~stock ~~different~~under ~~kinds~~the terms of ~~food~~the ~~providers;~~Agreement. ●The ~~Allow~~value ~~site~~of ~~admins~~the toshares ~~rank~~was ~~recipes;~~$18,600 ●and ~~Allow~~was ~~site~~recorded ~~admins~~as toa ~~rank~~reduction ~~recipes by easy~~ to ~~cook;~~additional ~~and~~paid ●in ~~Keep record of all the users who have signed up and their recipes and their preferences~~capital.

Common Stock Issued to Service Providers

In September 2014, the Company entered into an exclusive financial services and advisory agreement with a consultant to assist the Company in its capital market strategies. Under the terms of the agreement, the Company is to pay the consultant three non-refundable monthly payments of $30,000, and quarterly restricted stock grants equal to one-half of one percent of the outstanding shares of common stock of the Company each quarter to a maximum of two and one-half percent of the outstanding shares of common stock. The fee is payable equally in cash and stock. The Company recorded stock compensation expense of $368,305 upon issuance of 594,039 shares of its common stock.

Cash Requirements

Our ability to fund our operations and meet our obligations on a timely basis is dependent on our ability to match our available financial resources to our operating model (Talent vs. Producer) and our execution strategy (Contract Talent vs. In-House Talent). The decisions we make with regard to operating model and execution strategy drive the level of capital required and the level of its financial obligations.

If we are unable to generate cash flow from operations and successfully raise sufficient additional capital through future debt and equity financings or strategic and collaborative ventures with potential partners, we would likely have to reduce our dependence on In-House Talent and limit many, if not all, of our activities as a producer. We have analyzed its liquidity requirements and have determined that we have sufficient liquidity to execute our business plan under the Talent Model for the next 12 months.

~~Our~~Off ~~current~~Balance ~~business~~Sheet ~~objectives are:~~Arrangements

●We ~~Become~~have ano ~~recognized~~off-balance ~~brand~~sheet ofarrangements ~~recipe~~including ~~app~~arrangements that ~~finds~~would ~~the~~affect ~~best~~liquidity, ~~recipes~~capital ~~available;~~resources, market risk support and credit risk support or other benefits.

●Critical ~~Execute~~Accounting ~~our marketing plan and to create interest in our software app.~~ Policies

~~Below is~~We aprepare ~~brief description of~~ our ~~planned~~financial ~~activities,~~statements ~~which~~in weconformity ~~expect~~with toGAAP. ~~commence~~The ~~immediately~~preparation ~~after the offering~~ of ~~common stock registered with~~ the ~~SEC~~financial ~~under~~statements ~~Form~~requires ~~S-1,~~us asto ~~amended~~make ~~(File No. 333-190431; the “Form S-1”),~~ estimates and asassumptions ~~declared~~that ~~effective~~affect by the ~~SEC on~~reported ~~October~~amounts 7,of ~~2013,~~assets isand ~~completed~~liabilities and ~~the~~disclosure ~~proceeds~~of ~~have~~contingent ~~been~~assets ~~received~~ and ~~accepted.~~liabilities ~~MONTHS~~as 1of ~~TO 3 The anticipated activities undertaken during months 1 to 3 following~~ the ~~completion~~date of ~~this~~the ~~offering~~financial ~~assume that we will be able to raise at least $50~~statements,~~000~~ ~~gross~~and inthe ~~this~~reported ~~offering~~amount orof ~~through~~revenues ~~other~~and ~~financing~~expenses ~~means.~~during Ifthe wereporting ~~are not able to raise sufficient capital, we will scale our business development accordingly~~period. ~~There can be no assurance that we will be able to raise the required $50,000,~~Actual orresults ~~any~~could ~~funds~~differ atfrom ~~all,~~those ~~to implement our business plan as laid out below~~estimates.

~~During~~Critical accounting policies are those we believe are both most important to the ~~first~~portrayal ~~three~~of ~~months~~our financial condition and results, weand require ~~plan~~our most difficult, subjective or complex judgments, often as a result of the need to: make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. We believe the following policies to be the most critical in understanding the judgments that are involved in preparing our financial statements.

~~REQUIREMENTS~~Revenue ~~& UX DESIGN~~Recognition

We ~~will~~ ~~work~~have ~~with~~entered into a ~~third-party~~production ~~software~~services ~~development~~agreement ~~company~~with ~~to gather~~ the ~~requirements~~estate ~~and~~of ~~agree~~a ondeceased ~~the~~celebrity ~~user~~that ~~experience~~provide ~~(“UX”) options~~revenues ~~using~~based ~~wire-framing~~on ~~techniques~~certain production services. ~~Once~~Revenue ~~the UX design~~ is ~~defined~~recognized ,on ~~it will be developed into~~ a ~~user~~straight-line ~~interface~~basis ~~(“UI”) design.~~over ~~Outcome~~each ofcontract ~~this~~period, ~~phase~~as ~~will~~defined bein aeach ~~complete~~agreement. ~~design~~As the ~~for~~production ~~the~~services ~~software~~are ~~app~~rendered, ~~for~~revenue ~~the~~is ~~iPhone~~recognized.

~~MONTHS 4 TO 6 During the following three months, we expect to complete our website. The third~~Stock-~~party web development company to build the administrative~~based web portal using .Net technology. The software app for the iPhone will be built using native objective-C code. Once the architecture has been finalized, the development of the software app and the administrative web portal will occur in parallel.Compensation

ASC ~~MONTHS~~718, 7“Compensation-Stock TOCompensation” 12requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award. We account for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete.

~~During the~~Income ~~following six months, we expect to achieve the following testing and deployment objectives:~~Taxes

·The Company ~~Correct~~uses ~~any~~the ~~detected~~asset ~~discovered~~and ~~defects~~liability inmethod ~~the~~of ~~software~~accounting ~~app;~~for ·income ~~Submission~~taxes. ofUnder this method, deferred income taxes are recognized for the ~~software~~future ~~app~~tax consequences attributable to differences between the ~~Apple~~financial ~~App~~statement ~~Store~~carrying ~~for~~amounts ~~approval~~of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~sell;~~be ·applied ~~Promote~~to ~~our~~taxable ~~software~~income ~~app~~in the years in which those temporary differences are expected to ~~freelancers~~be ~~and~~recovered ~~small~~or ~~sized~~settled. ~~businesses~~The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

~~Our software~~Foreign ~~app~~Currency ~~will be tested on an iPhone 5. Once testing is completed, we plan to release our software app to the Apple App Store and our software app will be available for purchase by consumers.~~Translation

The Company has adopted the US dollar as its functional and reporting currency because most of its transactions are denominated in US currency.

Fair Value of Financial Instruments

The Company determines the fair value of its financial instruments using the Black-Scholes option pricing model and utilized the following assumptions for determination of its financial instrument as of September 30, 2014:

Fair value of exchange warrants option	September 30, 2014			June 30, 2014

Number of shares		2,800,000
Fair value of option	$	476,000			-
Term in years		1.61			-
Risk-free interest rate		0.34	%		-
Volatility		76.63	%		-
Dividend rate		0.00	%		-

WeEarnings doper ~~not believe that our cash balance at December 31, 2013, is sufficient to fund our limited levels of operations beyond three months’ time.~~Share

~~Even~~Basic ~~under~~earnings aper ~~limited~~share ~~operations~~are ~~scenario~~computed tobased ~~maintain~~upon ~~our~~the ~~corporate~~weighted-average ~~existence~~number of shares outstanding, weincluding ~~believe~~nominal weissuances ~~will~~of ~~require~~common share aequivalents, ~~minimum~~for ofeach ~~$10~~period presented. Fully-diluted,~~000~~ inearnings ~~additional cash~~per ~~over~~share is computed based upon the ~~next~~weighted-average 12number of ~~months~~shares and dilutive share equivalents outstanding for each period presented. Due to ~~pay~~the Company’s net losses for the three ~~remainder~~months ofended ~~our~~September ~~total~~30, ~~offering~~2014, ~~costs~~the inclusion of dilutive common share equivalents in the ~~Form~~calculation Sof diluted earnings per share would be anti-1dilutive. Thus, ~~and~~the tocommon ~~maintain~~share ~~our~~equivalents ~~regulatory reporting~~have ~~and~~been ~~filings.~~excluded ~~Other~~from ~~than~~the ~~our~~computation ~~planned~~of ~~offering~~diluted ~~under~~earnings per share for the ~~Form~~three ~~S-1~~months ended September 30, we2014. ~~currently~~These ~~have~~common nostock ~~arrangement~~equivalents ininclude ~~place~~exchange warrants for shares of the Company’s common stock and rights to ~~cover~~exchange shares of Pulse Entertainment Corporation common stock for shares of the ~~this~~Company’s ~~shortfall~~common stock.

~~These~~The ~~funds~~potential ~~will~~dilutive ~~have~~securities tooutstanding bethat ~~raised~~were ~~through~~excluded ~~equity~~from ~~financing, debt financing, or other sources, which may result in~~ the ~~dilution~~computation ~~in the equity ownership~~ of ~~our~~diluted ~~shares.~~net Weloss ~~will~~per ~~also~~share ~~need~~for ~~more funds if~~ the ~~costs of the development of our concept and actual game are~~following ~~greater~~periods, ~~than~~because wetheir ~~have~~inclusion ~~budgeted.~~would ~~We will also require additional financing to sustain our business operations if we are ultimately not successful in earning revenues. We currently do not~~ have ~~any~~had ~~arrangements~~an ~~regarding the offering under the Form S~~anti-1dilutive ~~or following this offering under the Form S-1 for further financing and we may not be able to obtain financing when required. Obtaining commercial loans~~effect, ~~assuming~~are ~~those~~summarized ~~loans~~as ~~would be available, will increase our liabilities and future cash commitments.~~follows:

There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

	Three Months Ended September 30, 2014

Share exchange right of subsidiary shareholders		22,535,399
Exchange warrants option		2,800,000
Total		25,335,399

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage. To meet our need for cash we are attempting to raise money from the offering under the Form S-1. There is no assurance that we will be able to sell any of the securities being offered in the offering under the Form S-1.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $50,000 from the offering under the Form S-1, it will last one year, but we may need more funds to develop growth strategy, and we will have to revert to obtaining additional money.

Going Concern

We have incurred net losses of $17,202 from our inception on May 31, 2013 to December 31, 2013 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Not~~This ~~Required~~item is not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

AsWe ofmaintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the ~~end~~Securities Exchange Act of 1934 (the ~~period~~“Exchange Act”) ~~covered~~that are designed to ensure that information required to be disclosed by ~~this~~us ~~report,~~in reports that we file under the ~~Company~~Exchange Act ~~carried~~is ~~out~~recorded, anprocessed, ~~evaluation~~summarized ofand ~~the~~reported ~~effectiveness~~as ofspecified in the ~~Company~~SEC’s ~~disclosure~~ ~~controls~~rules and ~~procedures~~forms ~~(as~~and ~~defined~~that bysuch ~~Rule~~information required ~~13-15(e)~~to ~~under~~be ~~the~~disclosed ~~Securities~~by ~~Exchange~~us ~~Act~~in ~~of 1934)~~reports that we file under the ~~supervision~~Exchange ~~and~~Act ~~with~~is ~~the~~accumulated ~~participation~~and ofcommunicated ~~the~~to ~~Company’s~~our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer., CFO, to allow timely decisions regarding required ~~Based~~disclosure. onManagement, with the participation of our CEO and asCFO, performed an evaluation of the ~~date~~effectiveness of ~~such~~our disclosure controls and procedures as of September 30, 2014. Based on that evaluation, ~~the~~our ~~aforementioned~~management, ~~officers~~including ~~have~~our ~~concluded~~CEO ~~that~~and ~~the~~CFO, ~~Company’s~~concluded that our disclosure controls and procedures were not effective as of September 30, 2014.

~~The Company~~Our ~~also~~management, ~~maintains~~including aour ~~system~~Chief ofExecutive ~~internal~~Officer ~~accounting~~and ~~controls~~our ~~that~~Chief isFinancial ~~designed~~Officer, todoes ~~provide~~not ~~assurance~~expect that ~~assets~~our ~~are~~disclosure ~~safeguarded and~~controls ~~that~~and ~~transactions~~procedures ~~are~~or ~~executed~~our ininternal ~~accordance~~controls ~~with~~will ~~management’s~~prevent ~~authorization~~all error and ~~properly~~all ~~recorded~~fraud. ~~This~~A control system, isno ~~continually reviewed~~matter how well conceived and operated, iscan ~~augmented~~provide byonly ~~written~~reasonable, ~~policies~~not ~~and~~absolute, ~~procedures~~assurance that the objectives of the control system are met. Further, the design ~~careful~~of ~~selection~~a control system must reflect the fact that there are resource constraints and ~~training~~the benefits of ~~qualified~~controls ~~personnel~~must ~~and~~be anconsidered ~~internal~~relative ~~audit~~to ~~program~~their costs. Due to ~~monitor~~the ~~its~~inherent ~~effectiveness~~limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal ~~Controls~~Control

There ~~were~~ were no ~~significant~~ changes inidentified ~~the Company’s internal controls or~~ in ~~other~~connection ~~factors~~with ~~that~~our ~~could~~internal ~~significantly~~control ~~affect~~over ~~these~~financial ~~controls as~~reporting ofduring the ~~end~~three ofmonths ~~the~~ended ~~period covered by the report and up to the filing date of this Quarterly Report on Form 10-Q. There were~~September ~~no significant deficiencies or material weaknesses~~30, ~~and~~2014 ~~therefore there were no corrective actions taken. It should be noted~~ that ~~any~~ ~~system~~have ofmaterially ~~controls~~affected, ~~however~~or ~~well~~are ~~designed~~reasonably ~~and~~likely ~~operated,~~to ~~can~~materially ~~provide only reasonable~~affect, ~~and~~our ~~not~~internal ~~absolute, assurance that the objectives of the system are met. In addition, the design of any~~ control ~~system~~over isfinancial ~~based in part upon certain assumptions about the likelihood of future events~~reporting. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~On May 29, 2014, Hologram USA, Inc., Musion Das Hologram Limited and Uwe Maass (the “Plaintiffs”) filed an amended complaint in the U.S. District Court for the District of Nevada (Case No. 2:14-cv-00772-GMN-NJK). The complaint alleges that Plaintiffs own, or control, certain patents related to the projection illusion technique, historically known as “Pepper’s Ghost.” The Plaintiffs further allege that Pulse Evolution Corporation, Pulse Entertainment Corporation, John Textor, Dick Clark Productions, Inc., John Branca and John McClain, as executors of the Estate of Michael J. Jackson, MJJ Productions, Inc. Musion Events, Ltd. Musion 3D, Ltd., William James Rock and Ian Christopher O’Connell (collectively, the “Defendants”) infringed on the Plaintiffs’ patent rights by using the Plaintiffs’ projection illusion system to project the visual imagery developed and conceived by our company in connection with the a musical performance at the 2014 Billboard Music Awards in Las Vegas Nevada featuring an image of the late Michael Jackson. The Plaintiffs have not alleged that the Company’s core business, the production of visual effects or human animation imagery infringes their intellectual property rights. The complaint sought an order of the Court temporarily and permanently enjoining the Defendants from carrying out the Michael Jackson performance, a judgment for infringement, damages, attorneys’ fees and costs. The Plaintiffs’ Emergency Motion for Temporary Restraining Order filed in connection with its May 15, 2014 complaint was denied on May 16, 2014 as the Court found that the Plaintiffs’ failed to establish that they are likely to succeed on the merits of their patent infringement claims and that they are likely to suffer irreparable harm.

9On September 17, 2014, the Court issued a Revised Discovery Plan and Scheduling Order setting the discovery cut-off date of September 28, 2015, and set the deadline for dispositive motions as October 28, 2015. The Court did not set a trial date. The Court also did not rule on the Motions to Dismiss made pursuant to FRCP Rule 12(b)(6) and 12(b)(3) filed on June 24, 2014 by Pulse Evolution Corporation, Pulse Entertainment Corporation and John Textor. The Motions to Dismiss remain pending. On November 4, 2014, Pulse Evolution Corporation, Pulse Entertainment Corporation and John Textor served their Initial Disclosure of Non-Infringement and Invalidity Contentions pursuant to L.R. 16.1. The defendants anticipate filing a Motion for Summary Judgment as soon as is practicable.

Item 1A. Risk Factors

AsNot aapplicable to smaller reporting ~~company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A~~companies.

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

~~None.~~The following sets forth information regarding securities sold or issued by the Company without registration under the Securities Act during the period commencing on July 1, 2014 and ending on September 30, 2014:

a) Sales of Unregistered Securities

For the three month period of July 1, 2014 through September 30, 2014, we sold 4,919,356 shares of our common stock at an average price of $0.45 per share for aggregate, gross proceeds of $2,225,000.

Each of the above-described transactions was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Regulation D or Rule 701 promulgated thereunder, as transactions not involving a public offering or involving the issuance of securities in certain compensatory circumstances. With respect to each transaction listed above, no general solicitation was made by either us or any person acting on our behalf; the securities sold are subject to transfer restrictions; and the certificates representing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold other than pursuant to an effective registration statement under the Securities Act or an applicable exemption from the registration requirements thereof.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

~~None~~Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed herewith:

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted 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 (ExtensibleItem 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 sections6. Exhibits

(1) Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-190431), as filed with the Securities and Exchange Commission on August 7, 2013.

Incorporated by Reference

Filed or
Furnished
Herewith

Exhibit
Number

Description

Form

File
Number

Exhibit

Filing
Date

2.1

Share Exchange Agreement among Pulse Evolution Corporation and Pulse Entertainment Corporation dated September 25, 2014.

8-K

333-190431

2.1

9/26/2014

10.1

Lease Agreement between Pulse Entertainment Corporation and Inland Diversified Port St. Lucie Square, LLC dated March 1, 2014.

8-K

333-190431

10.1

10/7/14

10.2

Asset Transfer and Assignment Agreement between Pulse Entertainment Corporation and Tradition Studios I.P. Acquisition Inc. dated April 4, 2014.

8-K

333-190431

10.2

10/7/14

10.3

Form of Share Purchase Agreement between Alon Nigri and certain purchasers.

8-K

333-190431

10.2

5/16/14

10.4

Form of Securities Purchase Agreement.

8-K

333-190431

10.1

9/26/14

10.5*

Partner Agreement between ABG EPE IP, LLC and Pulse Evolution Corporation effective as of August 1, 2014.

8-K

333-190431

10.2

9/26/14

10.6*

Partner Agreement between The Estate of Marilyn Monroe LLC and Pulse Evolution Corporation effective as of October 1, 2014.

8-K

333-190431

10.1

10/10/14

31.1

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of the Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**

XBRL INSTANCE DOCUMENT

101.SC**

XBRL TAXONOMY EXTENSION SCHEMA

101.CA**

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DE**

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LA**

XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PR**

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

+ Management contract or compensatory plan or arrangement.

* Portions of this agreement have been omitted and redacted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this Quarterly Report on Form 10-Q 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.

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.

	QURAPPS, INC.
	PULSE EVOLUTION CORPORATION
Date: February 13, 2014	(Registrant)
Date: November 14, 2014	(Registrant)
	By:	/s/ ~~Alon~~Frank ~~Nigri~~Patterson
	Name:	~~Alon~~Frank ~~Nigri~~Patterson
	Title:	~~President,~~Chief ~~Secretary~~Executive ~~and~~Officer ~~Treasurer~~(principal executive officer)
		(principal executive officer, principal financial officer, and principal accounting officer)
	By:	/s/William P. Krueger
	Name:	William P. Krueger
	Title:	Chief Financial Officer (principal financial and accounting officer)

1112

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