UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~January 264, ~~2015~~2016

The Pulse Network, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-54741

(Commission File Number)

45-4798356

(IRS Employer Identification No.)

10 Oceana Way

Norwood, Massachusetts 02062

(Address of principal executive offices)(Zip Code)

(781) ~~688~~821-~~8000~~6600

Registrant's telephone number, including area code

______________________________________________

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

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On ~~October~~January 264, 2016 and effective December 3, 2015, The Pulse Network, Inc., a Nevada ~~corporation~~Corporation (the "Company") and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership ("TCA") entered into anthat ~~Asset~~certain Third Amendment to the Purchase Agreement (the "~~Asset~~Third Amendment") originally entered into on September 30, 2014 (the "Original Purchase Agreement"), together with First Amendment to the Purchase Agreement dated as of ~~October~~December 16, 2014 (the "First Amendment"), 5and Second Amendment to the Purchase Agreement dated as of April 1, 2015 (the "Second Amendment") (the Original Purchase Agreement, bythe ~~and~~First ~~among~~Amendment, and the ~~Company~~Second Amendment, ~~The~~together ~~Pulse~~with ~~Network~~any ~~Inc.~~other amendments, arenewals, ~~Massachusetts~~substitutions, ~~corporation~~replacements ~~and~~or ~~wholly~~modifications ~~owned~~from ~~subsidiary~~time ofto ~~the~~time, ~~Company~~collectively, (the "~~Pulse~~Purchase ~~Massachusetts~~Agreement"), ~~MikeKoenigs.com~~pursuant ~~Inc.~~to which the Company issued TCA that certain Third Replacement Revolving Note A, adated ~~Minnesota~~December ~~corporation~~3, 2015 (the "~~Buyer~~Third Replacement Revolving Note A"), ~~You~~TCA ~~Everywhere~~that ~~Now,~~certain ~~LLC,~~Third aReplacement ~~California~~Revolving ~~limited~~Note ~~liability~~B, ~~company~~dated ~~and~~December ~~subsidiary~~3, of2015 (the ~~Company,~~"Third ~~Traffic~~Replacement ~~Geyser,~~Revolving ~~LLC~~Note B")(collectively, athe ~~California~~"Two ~~limited~~Third ~~liability~~Replacement ~~company~~Revolving ~~and~~Notes"), ~~subsidiary~~both of ~~the~~which ~~Company~~collectively which amended, restated and ~~VoiceFollowup,~~superseded ~~LLC,~~the aexisting ~~California~~Second ~~limited~~Replacement ~~liability~~Revolving ~~company~~Note issued to TCA on April 1, 2015. The purpose and ~~subsidiary~~primary effect of the ~~Company.~~transactions ~~Closing~~described ofabove is that the ~~Asset~~Company ~~Purchase~~was ~~Agreement~~able ~~also~~to ~~occurred~~reduce onits ~~October~~monthly 26payments due to TCA from $135,000 ~~2015~~per month to $50,000 per month.

~~Pursuant~~The Two Third Replacement Revolving Notes are substantially in the same form as Second Replacement Revolving Note but contain a revised payment schedules pursuant to which the ~~terms~~Company ~~and~~must ~~conditions~~make certain daily payments until maturity on December 3, 2016. The Two Third Replacement Revolving Notes pay interest at a rate of 11% per annum. At any time while either of the ~~Asset~~Two ~~Purchase~~Third ~~Agreement~~Replacement Revolving Notes are outstanding, ~~Pulse~~upon ~~Massachusetts~~the ~~sold~~occurrence of an Event of Default (as defined in the ~~following~~Two ~~assets~~Third Replacement Revolving Notes), TCA or any other holder of either of the Two Third Replacement Revolving Notes, may convert all or any portion of the outstanding principal accrued and unpaid interest and any other sums due and payable or under any of the other Transaction Documents (such total amount, the "~~Assets~~Conversion Amount") tointo ~~Buyer~~shares of Common Stock of the Company (the "Conversion Shares") at a price equal to: (i) the Conversion Amount (the numerator); divided by(ii) eighty-five percent (85%) of the lowest volume weighted average price of the Company's Common Stock during the five (5) trading days immediately prior to the conversion date, as indicated in the conversion notice (the denominator) (the "Conversion Price").

·In ~~Full~~connection ~~ownership,~~with ~~intellectual~~the ~~property~~Purchase ~~and administrative rights to all Publish and Profit courses and products~~Agreement, ~~including~~ the ~~main~~Company ~~product~~executed ~~plus certification products; · Full ownership, intellectual property~~ and ~~administrative~~delivered ~~rights~~ to ~~all~~TCA ~~Top~~various ~~Gun~~ancillary ~~Consulting~~documents ~~Toolkit~~referred ~~courses~~to ~~and~~in ~~products, including~~ the ~~main~~Purchase ~~product~~Agreement ~~plus~~as ~~certification~~the ~~products;~~"Transaction ·Documents." ~~Full~~The ~~ownership,~~terms ~~intellectual property~~ and ~~administrative~~conditions ~~rights~~of to the ~~Publish~~Company's ~~and~~obligations ~~Profit~~pursuant ~~Facebook Group; · Full ownership, intellectual property and administrative rights~~ to the ~~Publish~~Transaction ~~and~~Documents ~~Profit~~remain ~~Kajabi Site; · Full ownership~~unaffected, ~~intellectual~~and ~~property~~the ~~and~~Company's ~~administrative~~obligations ~~rights~~under tothe ~~all~~Purchase ~~Publish~~Agreement and ~~Profit~~the ~~digital~~Two ~~assets~~Replacement onRevolving ~~Amazon~~Notes ~~S3,~~remain ~~Youtube~~secured orby ~~Vimeo;~~prior ·agreements ~~Full~~including ~~ownership,~~but ~~intellectual~~not ~~property~~limited ~~and administrative rights~~ to ~~all~~those ~~Publish~~certain ~~and~~Security ~~Profit customer records~~Agreements, ~~spreadsheets,~~Pledge ~~and~~Agreements ~~customer data;~~ and ·Validity ~~Full ownership, intellectual property and administrative rights to all You Everywhere Now "YEN" assets including the You Everywhere Now Facebook Group~~Certificates.

~~Buyer~~Simultaneously ~~delivered~~with toand in connection with entering into the Purchase Agreement and making the Two Third Replacement Revolving Notes, the Company entered into that certain Debt Purchase Agreement (the "Debt Purchase Agreement"), dated December 31, 2015, by and ~~Pulse~~among ~~Massachusetts~~the Company, TCA and Rockwell Capital Partners ("Rockwell"), pursuant to which TCA assigned to Rockwell $300,000 of debt (the ~~following~~"Assigned ~~consideration~~Debt") evidenced by that certain that certain Second Replacement Revolving Note, dated as ~~payment~~of ~~for~~April 1, 2015, in the ~~assets:~~principal amount of $2,828,037.03 made by the Company to TCA. Under the Debt Purchase Agreement, the Assigned Debt will be assigned from TCA to Rockwell in six tranches of $50,000 each, with the first tranche having been assigned with the execution of the Debt Purchase Agreement, and tranches two though six, taking place 30 days after the assigned of the prior $50,000 tranche assignment.

·On ~~Decreased~~January ~~the~~25, ~~amount~~2016, ~~due~~pursuant onto ~~that~~the ~~certain~~terms ~~Promissory~~and ~~Note~~conditions (of the ~~"Note")~~Debt ~~dated~~Purchase ~~October 3~~Agreement, ~~2014~~the ~~payable~~Company bymade ~~Pulse~~that ~~Massachusetts~~certain toFourth ~~Buyer~~Replacement ~~from~~Revolving ~~$1,170,000.00~~Note ~~to $670~~A,~~000.00;~~ ·dated ~~Waived~~January ~~all~~21, ~~rights~~2016, toin ~~payment by Pulse Massachusetts of interest that was accrued and payable under~~ the ~~Note~~principal assum of ~~June 30~~$50,000 ~~2015,~~(the ~~and~~"Third noReplacement ~~interest~~Revolving ~~shall~~Note ~~accrue~~A") orthat ~~become~~certain ~~payable~~Fourth ~~under~~Replacement ~~the~~Revolving Note ~~until~~A, dated January 121, ~~2017;~~2016, ·in ~~Promised to provide up to three (3) informational webinars or webcasts promoted to~~ the ~~Company;~~principal ·sum ~~Terminated~~ of a$1,867,589.48 ~~sublease~~(collectively, ~~by Buyer to~~ the ~~Company~~"Two ofFourth ~~certain~~Replacement ~~office~~Revolving ~~space;~~Notes"). ~~and~~Two ·Fourth ~~Waived~~Replacement ~~all~~Revolving ~~rights~~Notes toreplace ~~reimbursement by~~ the ~~Company~~Two ~~for~~Third ~~$64,195.45~~Replacement ofRevolving ~~currently outstanding miscellaneous costs, expenses and interest~~Notes.

The ~~Assets~~Two ~~were~~Fourth ~~originally~~Replacement ~~purchased~~Revolving byNotes ~~the~~pay ~~Company,~~interest asat a ~~result~~rate of 11% per annum. At any time while either of the ~~transactions~~Two ~~under~~Fourth ~~that~~Replacement ~~certain~~Revolving ~~Securities~~Notes ~~Purchase~~are ~~Agreement~~outstanding, upon the occurrence of an Event of Default (as defined in the ~~"Securities~~Two ~~Purchase~~Fourth ~~Agreement"~~Replacement Revolving Notes), ~~dated~~TCA ~~October~~or 3,any ~~2014,~~other byholder ~~among~~of either of the ~~same~~Two ~~parties~~Fourth toReplacement Revolving Notes, may convert all or any portion of the ~~Asset~~outstanding ~~Purchase~~principal ~~Agreement.~~accrued ~~The~~and ~~transactions~~unpaid interest and any other sums due and payable or under any of the ~~Securities~~other ~~Purchase~~Transaction ~~Agreement~~Documents ~~were~~(such ~~disclosed~~total onamount, the "Conversion Amount") into shares of Common Stock of the Company (the "Conversion Shares") at a ~~Current~~price ~~Report~~equal onto: ~~Form~~(i) ~~8-K,~~the ~~filed~~Conversion Amount (the numerator); divided by(ii) eighty-five percent (85%) of the lowest volume weighted average price of the Company's ~~with~~Common Stock during the ~~Securities~~five ~~and~~(5) ~~Exchange~~trading ~~Commission~~days onimmediately ~~October~~prior 14to the conversion date, ~~2014~~as indicated in the conversion notice (the denominator) (the "Conversion Price").

The ~~Company~~above ~~believes~~description ~~that~~of the ~~Assets~~Transaction ~~were~~Documents, First Amendment, Second Amendment, Third Amendment, Purchase Agreement, the Two Third Replacement Revolving Notes, and the two Fourth Replacement Revolving Notes does not ~~material~~purport to be complete and is qualified in its ~~current~~entirety ~~operations~~by the full text of such documents. Third Replacement Revolving Note A and the Third Amendment are attached hereto as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

As further consideration for TCA entering into the Third Amendment and structuring the Purchase Agreement, the Company paid TCA an advisory fee of $500,000 by issuing to TCA 500,00 shares of its Series C Convertible Preferred Stock. A copy of the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of Series D Convertible Preferred Stock is filed as an exhibit to this Form 8-K.

Item 2.0103. ~~Completion~~Creation of ~~Acquisition~~a Direct Financial Obligation or ~~Disposition~~an Obligation under an Off-Balance Sheet Arrangement of ~~Assets~~a Registrant.

The disclosure in Item 1.01 (Entry into a Material Definitive Agreement) of this Current Report on Form 8-K is incorporated by reference into this Item 2.0103.

Item 93.0102 ~~Financial~~Unregistered ~~Statements~~Sales ~~and~~of ~~Exhibits~~Equity Securities

The disclosure set forth above under Item 1.01 (dEntry into a Material Definitive Agreement) ~~Exhibits:~~above is incorporated by reference into this Item 3.02.

Exhibit		Description
10.1		Asset Purchase Agreement, dated October 5, 2015, by and among the Pylse Network, Inc., a Massachusetts corporation (the "Company"), The Pulse Network Inc., a Massachusetts corporation and wholly owned subsidiary of the Company, MikeKoenigs.com Inc., a Minnesota corporation, You Everywhere Now, LLC, a California limited liability company and subsidiary of the Company, Traffic Geyser, LLC, a California limited liability company and subsidiary of the Company, and VoiceFollowup, LLC, a California limited liability company and subsidiary of the Company.

The referenced sale of securities, were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") for the private placement of our securities pursuant to Section 4(2) of the Act on the basis that their issuance did not involve a public offering, no underwriting fees or commissions were paid by us in connection with such sale and TCA represented to us that it was an "accredited investor," as defined in the Securities Act.

3Item 5.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

~~SIGNATURES~~In connection with the Third Amendment, referenced in Item 1.01 (Entry into a Material Definitive Agreement) of this Form 8-K, on January 7, 2016, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation creating 500,000 shares of Series C Preferred Stock, and issued all 500,000 shares to TCA. The Company's Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of Series C Convertible Preferred Stock is attached hereto as Exhibit 3.1.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	The Pulse Network, Inc.(Registrant)
Date: November 5, 2015	By:	/s/ Stephen Saber
	Name:	Stephen Saber
	Title:	Chief Executive Officer

(d) Exhibits:

Exhibit		Description
3.1		Certificate of Designation for Series C Preferred Stock
4.1		Amended and Restated Convertible Debenture dated December 9, 2015
4.2		Third Replacement Revolving Note A dated December 3, 2015
4.3		Third Replacement Revolving Note B dated December 3, 2015
4.4		Fourth Replacement Revolving Note A dated January 21, 2015
4.5		Fourth Replacement Revolving Note B dated January 21, 2015
10.1		Third Amendment to Credit Agreement, dated effective December 3, 2015, by and among The Pulse Network, Inc., a Nevada corporation; TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership; The Pulse Network, Inc., a Massachusetts corporation; The Pulse Network Management, LLC, a Massachusetts limited liability company; You Everywhere Now, LLC, a California limited liability company; VoiceFollowUp, LLC, a California limited liability company; and Traffic Geyser, LLC, a California limited liability company.
10.2		Debt Purchase Agreement, dated December 31,2015, by and among The Pulse Network, Inc., a Nevada corporation; TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership; and Rockwell Capital Partners Inc.
10.3		Acknowledgment and Affirmation of Validity Certificates made by Stephen Saber, Nicholas Saber and John Saber.

SIGNATURES

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

	The Pulse Network, Inc. (Registrant)

Date: January 27, 2016	By:	/s/ Stephen Saber
	Name:	Stephen Saber
	Title:	Chief Executive Officer

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