UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2014~~2015

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

Commission file number: ~~333-190431~~333190431

PULSE EVOLUTION CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Nevada	~~333-190431~~471336692	~~47-1336692~~
(State or other jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
of incorporation)	File No.)	Identification No.)
10521 SW Village Center Drive, Suite 201 Port St. Lucie, FL	34987
(Address of Principal Executive Offices)	(Zip Code)

10521 SW Village Center Drive, Suite 201, Port St. Lucie, FL		34987
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 772-345-4100

Securities registered under Section 12(~~772~~b) ~~545-4100~~ of the Act:

~~Registrant’s telephone~~Title ~~number,~~of ~~including~~each ~~area~~class ~~code~~Name of each exchange on which registered N/A N/A

Not applicable

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

Securities registered under Section 12(b) of the Act: None.

Securities registered under Section 12(g) of the Act: None.

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

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

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

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

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation ~~S-K~~SK is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X]

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 [ ] No [X]

State the aggregate market value of the voting and ~~non-voting~~nonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed ~~second~~ fiscal ~~quarter~~ year. $0162,677,000 based on 75,663,752 shares held by non-affiliates at a share price of $2.15 on December 31, ~~2013~~2014.

As of ~~October~~April 729, ~~2014,~~2016 ~~120~~– 149,~~458~~913,~~716~~343 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1310
Item 2.	Properties	19
Item 1B.	Unresolved Staff Comments	10
Item 3.	Legal Proceedings	19
Item 2.	Properties	10
Item 4.	Mine Safety Disclosures	19
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2010
Item 6.	Selected Financial Data	2011
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	2011
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2618
Item 8.	Financial Statements and Supplementary Data	2618
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	2618
Item 9A.	Controls and Procedures	2718
Item 9B.	Other Information	2819
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2820
Item 11.	Executive Compensation	3123
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3224
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3425
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	3425
PART IV
Item 15.	Exhibits and Financial Statement Schedules	3526
	Signatures	3628

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Pulse Evolution Corporation., 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 are discussed in greater detail under Item 1A – “Risk Factors” of this report and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“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

ITEM 1. BUSINESS

Company

Pulse Evolution Corporation (“we”, “us”, “our”, or the “Company”) was incorporated on ~~May~~ May 31, 2013 under the laws of the State of Nevada under the name QurApps, Inc. ~~During~~On ~~fiscal 2014, our controlling shareholder sold his interest in our company on~~ May 158, 2014~~. In anticipation of this change of control~~, we changed our name to Pulse Evolution Corporation ~~effective May 8, 2014~~ to better reflect our plans to produce ~~specialized,~~ high- impact applications of hyper-realistic computer-generated human likeness ~~for utilization in entertainment, life sciences, education and telecommunication~~.

AsWe ~~more~~are ~~fully~~a ~~disclosed~~market leader in ~~Our Corporate History below, we completed~~ the ~~initial~~emerging ~~closing~~virtual ~~under~~human ~~the~~likeness ~~Share Exchange Agreement on September 30~~space, ~~2014~~and ~~pursuant~~the toforemost ~~which~~developer ~~Pulse Entertainment became a subsidiary~~ of ~~our~~hyper-realistic ~~company~~digital inhumans – ~~which~~computer wegenerated ~~own~~assets anthat ~~81.11%~~appear ~~interest. We plan~~ to ~~complete~~be ~~the~~human ~~acquisition~~and ofcan ~~Pulse~~perform ~~Entertainment~~in ~~remaining~~live ~~outstanding~~shows, ~~shares~~virtual noreality, ~~later~~augmented ~~than October 31~~reality, ~~2014. Upon completion~~holographic, ~~Pulse~~3D ~~Entertainment~~stereoscopic, ~~will~~web, ~~become~~mobile, ~~our~~interactive ~~wholly owned subsidiary~~ and ~~our~~artificial ~~pro-forma~~intelligence ~~shares of Common Stock outstanding giving effect to the acquisition of Pulse Entertainment is expected to be approximately 143 million shares~~applications.

~~The~~We ~~following~~believe ~~description~~that digital humans will be ubiquitous in society, culture and industry. In the last decade, hyper-realistic digital humans have performed in movies such as The Curious Case of ~~our~~Benjamin ~~business~~Button ~~includes~~or on stage such as the ~~business~~virtual performance of ~~Pulse~~a ~~Entertainment~~digital Tupac ~~except~~Shakur ~~where~~at ~~otherwise~~the ~~noted~~Coachella Valley Music Festival. We expect that, in years to come, digital humans will not only perform for audiences on stage and in film, but they will also represent individual consumers as digital likeness avatars, in realistic and fantasy form, appearing and interacting on the consumer’s behalf in electronic and mobile communication, social media, video game, virtual reality, and augmented reality. We believe digital humans will ultimately act as a relatable interface for artificial intelligence applications, allow thinking computers and ‘bots’ to appear as humans, providing useful information and services to people in diverse industries, such as education, health care, telecommunications, defense, transportation and entertainment.

~~Description~~Our leadership team is currently focused on applications of digital humans in entertainment. We believe the ~~Business~~entertainment industry provides us with attractive near-term opportunities to put digital humans to work in proven performance-oriented business models, while also allowing us to use the visibility of our globally recognized celebrities to showcase our digital human technologies and their applications across other industries. Accordingly, our current business plan is to generate revenues from our digital human representations of three of the world’s best-known late celebrities – Michael Jackson, Elvis Presley and Marilyn Monroe – in full length entertainment experiences, brand marketing events and digital products.

~~Pulse~~Although ~~Entertainment~~we isare ainitially ~~creatively~~focused ~~driven,~~on ~~digital~~the ~~production~~near-term ~~and~~revenue ~~intellectual~~opportunities ~~property~~of ~~company,~~‘virtual ~~established~~performance’ toas ~~produce~~a ~~specialized~~new form of entertainment, ~~high-impact~~our ~~applications~~principal ofbusiness ~~computer-generated~~is ~~human~~to ~~likeness~~promote ~~for~~the ~~utilization~~use inof ~~entertainment,~~digital ~~life~~humans ~~sciences~~globally, ~~education~~through ~~and~~our ~~telecommunication. Founded~~technology byand ~~leading~~through ~~producers~~our ofapplications, across ~~photorealistic~~diverse digital ~~humans,~~age ~~Pulse~~industries. ~~Entertainment~~As ~~develops~~we ~~“virtual~~believe ~~humans”~~that ~~for~~market ~~live and~~demand ~~holographic~~for ~~concerts,~~digital ~~advertising,~~humans ~~feature~~in ~~films~~entertainment, ~~branded~~or ~~content~~virtual performers, is ~~medical~~considerably ~~applications~~greater ~~and~~than ~~training.~~our ~~The~~current ~~Company’s business~~capacity ~~model~~to ismeet ~~focused~~such ondemand, ~~participation~~we inwill ~~intellectual~~remain ~~property~~focused ~~through~~on the ~~development,~~ production of technology and ~~ownership~~content ofto ~~entertainment properties~~support ~~featuring~~performances ~~globally~~and ~~recognized~~concert ~~animated~~tours ~~virtual~~related ~~performers~~to ~~and~~our ~~through~~leading ~~multi-year~~celebrity ~~revenue-share~~properties. ~~relationships~~During ~~with~~this ~~living celebrities~~period of development and ~~late~~launch ~~celebrity~~of ~~estates.~~our Inlive ~~late~~entertainment ~~2013~~business, ~~Pulse~~our ~~Entertainment~~plans ~~entered~~to ~~into~~develop adigital ~~multi-year~~humans ~~agreement~~for ~~with~~other ~~the~~applications, ~~estate of~~such ~~Michael~~as ~~Jackson~~artificial intelligence toand ~~produce~~virtual areality, ~~photo-realistic~~will ~~digital~~be ~~likeness~~developed ofthrough the ~~late~~establishment ~~celebrity~~of ~~and~~joint toventures ~~participate~~with inthird aparties, ~~share~~some of ~~revenues~~which ~~that~~may ~~could~~ be ~~realized~~affiliated ~~through~~with ~~performances~~related ofparties, ~~the~~that ~~‘Virtual~~can ~~Michael~~be ~~Jackson’~~separately infunded ~~diverse~~and ~~entertainment~~staffed ~~and~~appropriately ~~media~~to ~~applications~~support such opportunities. In ~~August~~2015, ~~2014~~we created one such joint venture, ~~the~~Pulse ~~Company~~Biologic, ~~entered~~to ~~into~~focus aon ~~similar~~digital ~~agreement~~human ~~with~~animation ~~Authentic~~in ~~Brands~~the ~~Group~~surgical simulation and life sciences industries. In 2016, ~~the~~we ~~principal~~plan ~~owner~~to ofcreate ~~rights~~a joint venture with a related party to explore the ~~estate~~use of ~~the~~digital ~~late~~humans in ~~celebrity~~artificial ~~Elvis Presley~~intelligence.

~~Pulse~~Media ~~Entertainment produced a computer-generated~~ and animated human likeness of the late popular entertainer Michael Jackson that appeared in a live performance at the Billboard Music Awards on May 18, 2014. The virtual performance of Michael contributed to the 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 production reached approximately 11 million television viewers during the initial ABC network broadcast, followed by more than 51 million online views through YouTube and Vevo and generated more than 2,400 news articles and an estimated 98 billion internet impressions for the Michael Jackson hologram and more than 300 million internet impressions estimated for Pulse Entertainment and members of its management. In addition, August and October, 2014 respectively, we entered into multi-year agreements with the owner of the likeness, appearance, and publicity rights of Elvis Presley and Marilyn Monroe to develop entertainment projects that utilize a realistic computer-generated image of these celebrities. We plan to use the computer-generated likeness to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials which we believe will provide us with a foundation for significant future growth in our core business.Business

~~Our~~Pulse ~~founding~~Entertainment ~~management~~produced ~~team~~a ~~includes pioneers in the creation and presentation of advanced~~ computer -generated ~~imagery, photo-realistic human animation,~~ and ~~holographic~~animated ~~virtual~~human ~~performances.~~likeness ~~They~~of ~~are~~the ~~also~~late ~~accomplished~~popular ~~filmmakers~~entertainer ~~and~~Michael ~~storytellers,~~Jackson ~~who~~that ~~have produced~~appeared ~~and~~in ~~exploited~~a ~~entertainment~~live ~~media~~performance ~~consumed~~at bythe ~~audiences~~Billboard ~~around~~Music ~~the~~Awards ~~world~~on ~~for~~May ~~more~~18, ~~than~~2014. 20The ~~years.~~virtual ~~Their~~performance ~~works~~of ~~have~~Michael ~~been~~Jackson ~~recognized~~contributed to ~~with~~the ~~numerous~~award ~~film~~show’s ~~industry~~highest ~~awards~~television ~~and~~viewership ~~nominations,~~in ~~including~~13 ~~Academy~~years ~~Awards®~~and ~~for~~an ~~Best~~11-year ~~Visual~~high ~~Effects~~in ~~issued~~advertising byin the ~~Academy~~ demographic of ~~Motion~~viewers aged ~~Picture~~18 ~~Arts~~to ~~and~~49. ~~Sciences~~This ~~and~~production ~~similar~~reached ~~awards~~approximately ~~issued~~11 bymillion ~~the~~television ~~Visual~~viewers ~~Effects~~during ~~Society.~~the ~~Our~~initial ~~executives~~network broadcast, ~~visual effects~~followed ~~supervisors~~by ~~and~~more ~~digital~~than ~~artists~~51 ~~have~~million ~~contributed~~online ~~materially~~views tothrough ~~the~~YouTube ~~visual~~and ~~imagery~~Vevo, of more than 502,400 ~~major~~news ~~motion~~articles, ~~pictures~~an ~~and~~estimated ~~film~~98 billion internet ~~properties~~impressions ~~including~~for ~~such~~the ~~notable~~Michael ~~films~~Jackson ashologram, ~~Lord~~and ofmore ~~the~~than ~~Rings,~~300 ~~Transformers,~~million ~~Pirates~~internet ofimpressions ~~the~~estimated ~~Caribbean,~~for ~~Tron:~~Pulse ~~Legacy,~~Entertainment and ~~The~~members ~~Curious Case~~ of ~~Benjamin~~its ~~Button~~management.

~~During the past 12 months,~~Our wemedia ~~have entered into unique digital likeness rights agreements with the estates of Michael Jackson, Elvis Presley~~ and ~~Marilyn Monroe.~~entertainment ~~Revenues~~business ~~from~~model ~~the~~is ~~estates~~focused ofon ~~these~~participation ~~late celebrities rank them among the top earning celebrity estates~~ in ~~the~~intellectual ~~world,~~property ~~with estimated~~through ~~aggregate earnings in 2013 in excess of $200,000,000 as stated by Forbes.com in an October 23, 2014 web article. The revenues of these estates have been derived primarily from licensing~~ the ~~still and motion picture images and recordings captured when the respective celebrities were alive. Further~~development, ~~they are based on clippings, outtakes and performances~~production ~~from the lives~~ and ~~careers of the historical celebrities. We believe that our first live presentation of the Virtual Michael Jackson performance demonstrated that we are able to re~~co-~~launch~~ownership ~~the careers~~ of ~~deceased~~entertainment ~~celebrities.~~properties ~~More~~featuring ~~than~~globally ~~staging~~recognized ananimated ~~encore to their historical careers of Michael Jackson, Elvis Presley and Marilyn Monroe, the~~ virtual ~~performances~~performers ~~will be judiciously~~ and ~~compellingly contemporized and made relevant to whole new audiences~~ through ~~new~~multiyear ~~performance~~revenue share ~~forms~~relationships ~~and~~with ~~media.~~living ~~We are poised to create virtual~~ celebrities ~~that can do things~~ and golate ~~places~~celebrity ~~their historical originals never could, while remaining true to their original values, identities, personalities and preferences~~estates.

We believe that our plans for virtual performances of Michael Jackson, Elvis Presley and Marilyn Monroe provide us with the foundation for significant growth in our core business.

WeWhile ~~believe~~we ~~that~~intend to fund a portion of our ~~plans~~production ~~for~~costs ~~virtual~~from ~~performances~~internal sources, we anticipate that a large portion of ~~Michael~~these ~~Jackson~~costs will be funded by third parties, ~~Elvis~~including ~~Presley~~affiliated ~~and~~production ~~Marilyn~~companies, ~~Monroe~~associated ~~provide~~celebrity usestates, ~~with~~corporate ~~the~~sponsors ~~foundation~~and other ~~for~~entertainment finance vehicles. We believe there is significant ~~growth~~interest infrom third-parties to finance theatrical productions related to our ~~core~~leading celebrity properties. It is our goal to utilize such third-party capital to reduce the risks associated with our entertainment business model and position our company to be paid, as much as possible, as a celebrity or as a producer.

~~Origins~~Elvis ~~of the Virtual Performance Industry~~Presley

~~The~~In ~~application~~August of2014, ~~high-end~~we ~~virtual~~entered ~~effects~~into ~~and~~a ~~animation~~multiyear ~~technology~~agreement ~~has~~with an affiliate of Authentic Brands Group, ~~historically~~ABG EPE IP, ~~been~~LLC ~~limited~~(“ABG”), the principal owner of rights related to ~~feature~~the ~~films~~estate ~~and~~of ~~television programming.~~the ~~The~~late ~~market~~celebrity ~~for~~Elvis ~~these~~Presley ~~services~~to ~~have~~produce ~~been~~a ~~highly~~photorealistic ~~competitive~~digital ~~domestically~~likeness of the late celebrity and, ~~more~~to ~~importantly,~~participate ~~internationally.~~in ~~Profit margins~~a ~~within~~share ~~this~~of ~~industry~~revenues ~~have~~that ~~been~~could ~~severely~~be ~~challenged~~realized bythrough ~~offshore~~performances ~~competition~~of the “Virtual Elvis Presley” in diverse entertainment and ~~the~~media ~~interests~~applications. ofIn January 2016 the ~~most~~Agreement ~~talented~~was amended, and supplemented ~~accomplished~~with ~~virtual~~additional ~~effects artists~~agreements, ~~many~~granting ofto ~~whom~~Pulse ~~are~~certain inproduction ~~North~~rights ~~America,~~related ~~have~~to ~~been~~a ~~adversely~~specific ~~impacted~~concert byproduction and extending the ~~lack~~rights of ~~profitable business~~exclusivity ~~models~~through ~~that~~the ~~rely~~full onterm ~~such~~of ~~creativity~~the ~~and~~Agreement ~~technology~~to December 31, 2021.

In ~~2012~~January 2016, awe ~~leading~~officially ~~virtual~~began ~~effects~~production ~~company~~of ~~then~~our ~~under~~first ~~the~~live ~~leadership~~concert, offeaturing ~~Mr. Textor produced~~ a ~~computer-generated~~ digital ~~likeness of~~Elvis ~~the late rapper Tupac Shakur who was projected onstage~~Presley, ~~performing~~which atwill ~~the~~be ~~Coachella Valley Music Festival, in a holographic-like~~produced ~~manner,~~by ~~using~~Simon aFuller ~~century~~and ~~old~~his ~~projection~~company ~~technique~~XIX ~~known~~Entertainment. ~~as a ‘Pepper’s Ghost’ illusion~~Mr. ~~Following the live production~~Fuller, ~~millions~~ ofnoted ~~viewers~~by ~~around~~Billboard ~~the~~magazine ~~world~~as ~~witnessed this unique performance signaling~~ the ~~emergence~~most ofsuccessful ~~a new entertainment medium.~~British ~~Referred~~music tomanager byof ~~many~~all ~~as the ‘virtual performance’ industry~~time, created the ~~creation~~British ofTV ~~computer~~hit ~~generated~~Pop ~~digital~~Idol, ~~likenesses~~American ~~of living~~Idol and ~~late~~the ~~celebrities~~global ~~represents~~Idol ~~significant new revenue opportunities for celebrities~~franchise, which ~~celebrity~~has ~~estates~~since ~~and~~garnered ~~related owners of intellectual property~~6.5 ~~Importantly,~~billion ~~the~~viewers ~~industry also represents an attractive opportunity~~ to ~~maximize~~become the ~~value~~world’s ofmost ~~North~~widely ~~American leadership~~watched intelevision ~~virtual~~franchise. ~~effects~~He ~~creativity and technology through business models that extend beyond legacy short-term thin-margin~~also ~~services models~~manages, ~~aligning~~or ~~instead~~has ~~with~~managed, ~~long-term~~such ~~intellectual~~iconic ~~property~~acts ~~participation~~as ~~utilizing~~the ~~this~~Spice ~~new~~Girls, ~~medium.~~the ~~While~~late ~~there~~Amy ~~have been~~Winehouse, aAnnie ~~number~~Lennox, ofCarrie ~~low visibility virtual performance productions~~Underwood, ~~members~~Steven ~~of our team have been responsible for two globally watched~~Tyler, ~~virtual~~Kelly ~~performances~~Clarkson, ~~that~~Lisa ~~have~~Marie ~~defined~~Presley, anVictoria ~~emerging~~Beckham ~~form~~and ofDavid ~~entertainment we call the Virtual Performance Industry~~Beckham.

We intend to further develop this emerging, globally relevant virtual performance industry in part because of our founders’ leadership in ground-breaking performances of photo-realistic digital humans in films, such as Tron: Legacy and The Curious Case of Benjamin Button, and in Live Music concerts, such as the 2012 Coachella Valley Music Festival, which featured the digital resurrection and holographic performance of late rapper Tupac Shakur and Pulse Entertainment’s digital resurrection and holographic performance of the late pop performer Michael ~~Jackson at the 2014 Billboard Music Awards ceremony~~ ~~in May 2014.~~Jackson

~~The~~In ~~Business~~late 2013, Pulse Entertainment Corporation (“Pulse Entertainment”), now a wholly-owned subsidiary of the Company, entered into an exclusive multiyear agreement with the estate of Michael Jackson to produce a photorealistic 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.

WeMarilyn plan to leverage the expertise of our management and their relationships to develop, produce and exploit entertainment media in three distinct and complementary marketing groups: Pulse Productions, The Head Shop, and On-Point. Each group discussed below will focus on distinct opportunities that represent entertainment industry market areas that we believe offer the greatest opportunity for growth:Monroe

~~PULSE~~In ~~PRODUCTIONS~~October –2014, IPwe ~~Investments~~entered –into ~~will~~a ~~become~~multiyear ~~the~~agreement ~~investment~~with ~~and services marketing group that focuses on~~ the ~~production~~ estate of ~~high quality photo-realistic, digital likeness performances. We will seek to represent~~ the ~~world’s Top Tier celebrities and~~ late ~~celebrities~~celebrity inMarilyn ~~live~~Monroe ~~holographic performances in venues around the world, and then seek~~ to ~~exploit~~produce ~~the~~a ~~resulting production~~photorealistic indigital ~~all~~likeness ~~media~~of ~~and markets worldwide. We expect to derive revenues within this group from two key activities: 1)~~ the ~~production of~~late ~~computer-generated~~ celebrity ~~productions (we refer to this as “CG Celebrity Builds,”)~~ and 2) the presentation of virtual celebrities on the variety of screens and stages such as live concerts, Broadway-style theatrical productions, television commercials, political events and advertising, short-form content and interactive internet and mobile applications (we refer to ~~the~~ ~~expected~~participate ~~revenues~~in ~~from~~a ~~this~~share ~~aspect~~ of ~~our business as “Usage Fees and Ticket Sales”). Sources of~~ revenues ~~are expected~~that tocould be ~~generated~~realized bythrough 1)performances ~~the creative and technical production~~ of ~~digital humans, 2) a share of box office receipts associated~~ ~~with~~ the ~~performances,~~“Virtual ~~and~~Marilyn 3)Monroe” ~~royalties and production revenues from the exploitation of digital likeness assets~~ in adiverse ~~broad~~entertainment ~~range of~~and media, ~~including television, internet and mobile entertainment~~ applications. While we intend to fund a portion of our production costs from internal sources, we anticipate that a large portion of these costs will be funded by third parties, including affiliated production companies, associated celebrity estates, corporate sponsors and other entertainment finance vehicles. We do not, however, currently have any such funding or financing arrangements in place.

In aJanuary ~~limited~~2016, ~~number~~the ofAgreement ~~situations~~was amended, ~~relating~~extending to the ~~most~~rights ~~globally~~of ~~recognized~~exclusivity ~~and~~through ~~demanded~~the ~~Top~~full ~~Tier~~term ~~celebrities,~~of wethe ~~will~~Agreement ~~seek~~ to ~~partner~~December ~~with~~31, ~~the~~2021 ~~associated estates~~and, ~~invest~~at in the ~~development~~election of ~~the~~Pulse, ~~digital~~a ~~likeness~~renewal ~~assets~~option ~~and~~to ~~secure~~December ~~either~~31, ~~digital asset ownership or long-term revenue sharing agreements~~2024.

Interactive, Virtual Reality, Augmented Reality and Mobile Experiences

On February 26 2016, we entered into an agreement to purchase 100% of the share capital of Float Hybrid Entertainment, Inc., a developer of interactive experiences for brands such as Pepsi, Microsoft, GE, AKQA, Ericsson, XBOX and Anheuser-Busch. Float was also a founding developer on the Kinect depth sensor platform and an experienced developer responsible for a number of yet-to-be-released Virtual and Augmented Reality Platforms.

We believe that Float’s practical experience with creating real-time interactive experiences on a wide range of emerging platforms combined with Pulse’s market leading digital human technology has positioned us to be a leading pioneer in the delivery of digital human experiences to a wide range of brands and customers, especially in the virtual and augmented reality arena.

WeArtificial have completed our first production in this group with the highly acclaimed digital resurrection and holographic performance of the late pop performer Michael Jackson at the 2014 Billboard Music Awards ceremony in May 2014 and have entered into multi-year agreements with the owner of the likeness, appearance, and publicity rights of Elvis Presley and Marilyn Monroe to develop entertainment projects that utilize a realistic computer-generated image of these celebrities. We plan to use the computer-generated likeness to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials.Intelligence

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~~ON-POINT~~Work ~~– Branded Entertainment – a marketing group that intends to resell or license virtual performance productions that we acquire the rights to~~ and ~~digital~~Accolades ~~human~~of ~~production~~our ~~capabilities~~Management ~~to top corporations~~ and advertising agencies, enabling brands to exploit photo-realistic, digital likeness celebrities. Prospective customers are expected to include major studios and mini-studios, television networks, wireless providers, and media agencies representing national and international brands, high-profile celebrities and the managers of their estates.Team

~~Revenue~~Our ~~from~~management ~~this~~team ~~group~~includes ispioneers ~~expected~~in ~~from~~the ~~sponsorship~~creation ~~fees~~and presentation of advanced computer generated imagery, ~~digital~~photo-realistic ~~likeness~~human animation, ~~usage~~and ~~fees~~holographic virtual performances. They are also accomplished filmmakers and ~~co-production~~storytellers, ~~contributions~~who ~~from~~have ~~corporate~~produced and ~~clients~~exploited entertainment media consumed by audiences around the world for more than 20 years. Their works have been recognized with numerous film industry awards and ~~advertising~~nominations, ~~agencies~~including ~~that~~Academy ~~stand~~Awards® tofor ~~benefit~~Best ~~from~~Visual ~~the~~Effects ~~use~~issued by the Academy of ~~our~~Motion ~~prospective~~Picture ~~digital~~Arts ~~celebrities~~and inSciences ~~television~~and ~~commercials~~similar awards issued by the Visual Effects Society. Our executives, ~~live~~ ~~concerts~~visual effects supervisors and ~~other~~digital ~~forms~~artists have contributed materially to the visual imagery of ~~entertainment~~more ~~media~~than ~~that~~50 ~~would~~major bemotion apictures ~~part~~and film properties, including such notable films as Lord of anthe ~~advertisers~~Rings, ~~overall~~Transformers, ~~branding~~Pirates ~~strategy~~of the Caribbean, Tron: Legacy, and The Curious Case of Benjamin Button.

~~Applications~~Our core development team represents a combination of ~~‘Virtual~~artists ~~Performers’~~and executives who have come together to form a unique company that specializes in character creation and human animation. Many of our employees have worked, often in leadership roles, with talented artists, at accomplished companies, delivering visually stunning characters and visual effects sequences.

~~After~~Our ~~the~~creative ~~appearance~~leadership ofteam ~~the~~is ~~virtual~~anchored ~~Tupac~~by ~~Shakur~~individuals atwho ~~the~~are ~~Coachella~~recognized ~~Valley~~within ~~Music~~the ~~Festival~~entertainment inindustry ~~2012, our founders saw the opportunities~~ for ~~similar live ‘holographic’ concert performances of recognizable late celebrities that cater to~~ their ~~enduring~~leadership ~~fan base. The overwhelming audience reception and reviews~~ of ~~this~~largescale ~~performance~~feature ~~lead~~films ~~us to produce the late Michael Jackson performance at the 2014 Billboard Music Awards. Celebrity estates~~ and ~~creative~~for ~~producers who engage us to produce holographic celebrity performances are now able to visualize~~ the ~~opportunity~~development ~~to create a new revenue stream from the digital re-creation~~ of ~~their intellectual property. Furthermore~~memorable, ~~we are able to digitally re~~award-~~create~~winning ~~all~~animated ~~new~~characters, ~~performances~~resulting in ~~any~~numerous ~~entertainment or telecommunications medium. On stage,~~industry inawards ~~film~~for ~~or in digital media, the~~ creative discussion of virtual performance has now expanded to create revenue opportunities across a broad range of applications. In addition to Pulse Entertainment’s continuing relationship with the estate of Michael Jackson, in August 2014 and ~~October~~technical ~~2014~~excellence, respectively, we entered into partner agreements with ABG EPE IP, LLC (“ABG”) and the Monroe Estate to develop projects to utilize a realistic computer-generated image of Elvis Presley and Marilyn Monroe as discussed below. Also, we are in discussions with leading celebrity estates and interested customers to use computer generated human characters in applications such as live music concerts, Broadway-style theatrical productions, celebrity-focused tourist experiences, mobile device entertainment and commercial advertising.including:

~~Michael Jackson~~● One Academy Award® nomination for Best Visual ~~Rights~~Effects ~~Partner~~in ~~Agreement~~a feature film, The Chronicles of Narnia: The Lion, the Witch and the Wardrobe (2005);

In late 2013, Pulse Entertainment entered into a multi-year agreement with Optimum Products and 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. Under the terms of the partner agreement we entered into with Optimum Products, we agreed to develop for the Michael Jackson Estate entertainment projects to utilize a realistic computer-generated image of Michael Jackson. The likeness will be used to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials. We have agreed to create and make presentations to third parties regarding the commercial and live use of the virtual Michael Jackson including entering into development agreements for the production and financing of the Michael Jackson entertainment projects.

Elvis Presley Visual Rights Partner Agreement with ABG EPE IP, LLC

Under the terms of the partner agreement (the “Elvis Partner Agreement”) we entered into with ABG effective as of August 1, 2014, we agreed to develop for ABG entertainment projects (the “Elvis Project” or “Elvis Projects”) to utilize a realistic computer-generated image of Elvis Presley (“Virtual Elvis”). The likeness will be used to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials. ABG holds the likeness, appearance, and publicity rights of Elvis Presley (“Elvis IP Rights”). Under the terms of the Elvis Partner Agreement, ABG has granted us exclusive rights to develop Elvis Projects for a limited period of time. We have agreed to create and make presentations to third parties (the “Target” or “Targets”) regarding the commercial and live use of the Elvis Projects including rights to license the Elvis IP Rights from ABG in connection with such use and enter into development agreements with us for the production and financing of the Elvis Projects.

Under the terms of the Elvis Partner Agreement, ABG has granted us a limited and nonexclusive worldwide license to the Elvis IP Rights, to use, copy, modify, and create the Elvis Projects (the “Company Elvis License Rights”). We will retain ownership over the technology, materials, and media used in the performance of the Elvis Projects, which is separable from the Elvis IP Rights (“Company Elvis Materials”). ABG may use the Company Elvis Materials on a perpetual, irrevocable, assignable, sub-licensable worldwide basis if ABG pays us certain royalties. ABG has the right to approve all elements of the Virtual Elvis Projects we develop including any advertising elements which we are required to submit to them for approval.

We agreed to pay an upfront royalty to ABG and certain minimum annual royalties for each year during the term of the Elvis Partner Agreement based on revenues derived from live and non-live events from Virtual Elvis Projects. We are entitled to an Elvis IP Royalty from ABG based on revenues generated from live and non-live events produced under the agreements with Targets. In addition, we agreed to pay ABG a royalty for any transactions with a Target based on revenues.

The Elvis Partner Agreement will be automatically terminated if we breach the same provision of the Elvis Partner Agreement twice, however, ABG will still be entitled to certain royalties. After the first breach by us, ABG must give us written notice of the breach. Further, ABG has the right to suspend its performance under and/or terminate the Elvis Partner Agreement if we (i) fail to make a required payment to ABG (subject to a 5 business day cure period), (ii) breach the Elvis Partner Agreement (subject to a 15 business day cure period), (iii) commit an act of gross negligence or wanton misconduct (subject to a 10 business day cure period), (iv) file a bankruptcy petition or such petition is filed against us, (v) fail to generate the minimum net revenue in any Contract Year. We have the right to suspend our performance under and/or terminate the Partner Agreement if ABG breaches the Elvis Partner Agreement, subject to a cure period of 30 business days after ABG receives written notice from us.

ABG has the right to exchange certain amounts we paid them for warrants to purchase our common stock exercisable at a fixed price subject to certain anti-dilution rights in the event our total equity is diluted below the warrant exercise price. The Elvis Partner Agreement contains general provisions dealing with confidentiality, insurance, indemnity, quality standards of the Projects, and dispute resolution.

Marilyn Monroe Visual Rights Partner Agreement

Under the terms of the partner agreement (the “Monroe Partner Agreement”) we entered into with the Monroe Estate effective as of October 6, 2014, we agreed to develop for the Monroe Estate entertainment projects (the “Monroe Project” or “Monroe Projects”) to utilize a realistic computer-generated image of Marilyn Monroe (“Virtual Marilyn”). 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 (“Monroe IP Rights”). Under the terms of the Monroe Partner Agreement, the Monroe Estate has granted us exclusive rights to develop Monroe Projects for a limited period of time. We have agreed to create and make presentations to third parties (the “Target” or “Targets”) regarding the commercial and live use of the Monroe Projects including rights to license the Monroe IP Rights from the Monroe Estate in connection with such use and enter into development agreements with us for the production and financing of the Projects.

Under the terms of the Monroe Partner Agreement, the Monroe Estate has granted us a limited and nonexclusive worldwide license to the Monroe IP Rights, to use, copy, modify, and create the Monroe Projects (the “Company Monroe License Rights”). We will retain ownership over the technology, materials, and media used in the performance of the Monroe Projects, which is separable from the Monroe IP Rights (“Company Monroe Materials”). The Monroe Estate may use the Company Monroe Materials on a perpetual, irrevocable, assignable, sub-licensable worldwide basis if the Monroe Estate pays us certain royalties. The Monroe Estate has the right to approve all elements of the Virtual Marilyn Monroe Projects we develop including any advertising elements which we are required to submit to them for approval.

We agreed to pay an upfront launch fee to the Monroe Estate (the “Upfront Launch Fee”) which is subject to certain guarantees and other rights and the Monroe Estate agreed to pay us a portion of revenues derived from Virtual Marilyn Monroe Projects we secure. We also agreed to pay the Monroe Estate a royalty based on certain services we may provide to third parties which utilize the Monroe IP Rights.

The Monroe Partner Agreement will be automatically terminated if we breach the same provision of the Monroe Partner Agreement twice, however, the Monroe Estate will still be entitled to certain royalties. After the first breach by us, the Monroe Estate must give us written notice of the breach. Further, the Monroe Estate has the right to suspend its performance under and/or terminate the Monroe Partner Agreement if we (i) fail to make a required payment to the Monroe Estate (subject to a 5 business day cure period), (ii) breach the Monroe Partner Agreement (subject to a 15 business day cure period), (iii) commit an act of gross negligence or wanton misconduct (subject to a 10 business day cure period), (iv) file a bankruptcy petition or such petition is filed against us, (v) fail to generate the minimum net revenue in any Contract Year. We have the right to suspend our performance under and/or terminate the Monroe Partner Agreement if the Monroe Estate breaches the Monroe Partner Agreement, subject to a cure period of 30 business days after the Monroe Estate receives written notice from us.

The Monroe Partner Agreement contains general provisions dealing with confidentiality, insurance, indemnity, quality standards of the Monroe Projects, and dispute resolution.

Other Prospective Customers

Prospective customers of computer-generated virtual performers span the entirety of the coveted “four-quadrant movie” audience – that is, they are male and female, over and under 25 years of age. While younger audiences are proven early adopters of emerging entertainment and technology, virtual performers also provide opportunities for older audiences to address their pent-up demand for entertainers who are now deceased. For this reason, our initial focus will be to create compelling content for audiences around the globe, regardless of their age or the entertainment medium.

Now, more than ever, the creative producer can use an ever expanding set of technology tools to create entertaining shows and performances that, in a world of digital distribution, has the potential to reach any corner in the world with the push of a button.

Our management team is forming relationships with prospective customers, and will continue to leverage its experience and network in the entertainment industry to build a clientele that includes content companies like Warner Brothers Studio, live performance companies like Caesars Entertainment, talent agencies like the Creative Arts Agency, and media agencies like Media Vest USA.

Financing and Co-Production Arrangements

We expect to undertake the initial stages of the human animation and holographic-like production process ourselves. At some point prior to or during the initial portions of the actual production stage of a digital likeness performance production, we plan to enter into a co-production arrangement with third-party producer partners for the remaining portions of the production, which we expect will provide for shared responsibility for financing of production costs, co-ownership and co-branding of the digital likeness performances produced, and an allocation of the profits of each production and any related merchandise and other ancillary products. Other than our agreement with the estate of Michael Jackson, we have not yet entered into any co-production arrangements with respect to any of our prospective digital likeness performance projects. In addition, we will look to take advantage of opportunities to limit our financial exposure to any individual project by utilizing third party sources of capital to finance a substantial portion of the costs of such productions. Such financing sources may include, among others, motion picture studios, private domestic and foreign capital partners, institutional lenders, production subsidies, incentives and credits and other industry-specific sources of capital.

Work and Accolades of our Team

Our team represents a combination of artists and executives who have come together to form a unique company that specializes in character creation and human animation. Many of our employees have worked, often in leadership roles, with talented artists, at accomplished companies, delivering visually stunning characters and visual effects sequences. Our creative leadership team is anchored by individuals who are recognized within the entertainment industry for their leadership of large-scale feature films and for the development of memorable, award-winning animated characters, resulting in numerous industry awards for creative and technical excellence, including:

● One Academy Award® nomination for Best Visual Effects in a feature film, The Chronicles of Narnia: The Lion, the Witch and the Wardrobe (2005);

Our Executive Chairman, John Textor, has significant experience in the delivery of high-end visual effects and character animation, having served as both Chairman and Chief Executive Officer of a leading visual effects company which, during his tenure, produced visual effects and character animation for 25 major feature films and numerous creative projects, resulting in the multiple industry awards, recognizing the company and, principally, its artists, including:

● Academy Award® for Best Visual Effects in a feature film, The Curious Case of Benjamin Button (2009);; ● BAFTA Award (British Academy Awards) for Best Visual Effects in a feature film, The Curious Case of Benjamin Button (2009);; ● Titanium Lion Award from the Cannes Lions International Festival of Creativity for “Virtual 2Pac” (2012), the virtual performance of a virtual Tupac Shakur at the Coachella Valley Music Festival;; ● Two Academy Award® nominations for Best Visual Effects in a feature film, Real Steel (2012) and Transformers: Dark of the Moon (2012)

Collectively, our executives, visual effects supervisors and digital artists have contributed materially to numerous ~~large-scale~~largescale feature films, including 2012, 47 Ronin, The A-Team, Back to the Future Part II, Batman Forever, Blades of Glory, The Chronicles of Narnia: The Lion, the Witch and the Wardrobe, The Curious Case of Benjamin Button, Ender’s Game, Final Fantasy: The Spirits Within, Flags of Our Fathers, Forrest Gump, G.I. Joe: The Rise of the Cobra, Girl with the Dragon Tattoo, The Golden Compass, Green Lantern, Harry Potter and the Sorcerer’s Stone, The Hitcher, Hulk, I am Legend, I Robot, Jack the Giant Killer, Jurassic Park, Letters from Iwo Jima, The Lord of the Rings: Two Towers, The Matrix Reloaded, Meet the Robinsons, Men in Black II, The Mummy: Tomb of the Dragon, My Super Ex-Girlfriend, The Nativity Story, Pearl Harbor, Percy Jackson & the Olympians: The Lightning Thief, Pirates of the Caribbean: At World’s End, Pirates of the Caribbean: Dean Man’s Chest, The Polar Express, Rango, Real Steel, Rock of Ages, The Seeker: The Dark is Rising, The Smurfs, Speed Racer, Star Trek, Star Wars: Episode III - Revenge of the Sith, Terminator 2: Judgment Day, The Texas Chainsaw Massacre: The Beginning, Thor, Transformers, Transformers: Dark of the Moon, Transformers: Revenge of the Fallen, TRON: Legacy, War of the Worlds, The Watch, We Own the Night, ~~X-Men~~XMen 2, ~~X-Men~~XMen: First Class, and Zodiac.

Live Virtual Performances of Animated Human Characters

	●	A selection of significant live virtual performances members of our team have taken part in include: Virtual 2Pac - a digital resurrection and holograph-like performance of the late rapper Tupac Shakur in front of a live audience at the Coachella Valley Music Festival in 2012. The event was seen by more than 100 million viewers over YouTube in the weeks to follow, inspiring a dramatic rise in Tupac music downloads, the re-appearance of Tupac in Billboard’s Top Album charts and demand across the worldwide press for the digital return of many other late celebrities;
	●	The Michael Jackson Experience at the Billboard Music Awards - a digital resurrection of Michael Jackson, performing a new posthumously released song, ‘Slave to the Rhythm’, along with roughly two dozen virtual projection dancers, live dancers and live band members, in a large-scale holographic-like performance in front of a live audience at the globally broadcast 2014 Billboard Music Awards show. The event was seen by more than 11 million television viewers, 40 million viewers over YouTube and Vevo, resulting in 2,400 news articles and roughly 98 billion internet impressions.

A selection of significant live virtual performances members of our team have taken part in include:

Keys to Success – Pulse Production Segment

	●	Virtual 2Pac - a digital resurrection and holograph-like performance of the late rapper Tupac Shakur in front of a live audience at the Coachella Valley Music Festival in 2012. The event was seen by more than 100 million viewers over YouTube in the weeks to follow, inspiring a dramatic rise in Tupac music downloads, the reappearance of Tupac in Billboard’s Top Album charts and demand across the worldwide press for the digital return of many other late celebrities;

	●	The Michael Jackson Experience at the Billboard Music Awards - a digital resurrection of Michael Jackson, performing a new posthumously released song, ‘Slave to the Rhythm’, along with roughly two dozen virtual projection dancers, live dancers and live band members, in a largescale holographic-like performance in front of a live audience at the globally broadcast 2014 Billboard Music Awards show. The event was seen by more than 11 million television viewers, 40 million viewers over YouTube and Vevo, resulting in 2,400 news articles and roughly 98 billion internet impressions.

We have positioned our company to deliver the most visually stunning, globally recognized human animation and holographic performances in the entertainment industry, in essence, benefitting from the revolution in virtual performance business space that its founders helped start. The following are some of the key reasons:

● Global Interest in a New Form of Entertainment: Inspired by the ground-breaking performances of photo-realistic digital humans in films, such as Tron: Legacy and The Curious Case of Benjamin Button, and in Live Music concerts, such as the 2012 Coachella Valley Music Festival which featured the return of late rapper Tupac Shakur as a ‘holographic’ performer and the 2014 Billboard Music Awards ceremony which featured the return of the late pop star Michael Jackson, audiences and venue operators (even politicians) around the globe have made clear their interest in the digital resurrection of late celebrities and people of historical significance; ● Expected Demand is Far in Excess of Industry Capacity: The demand for our human animation and holographic projection platform is expected to be strong in every major country around the world. Managers of celebrity estates have shown interest in reviving properties, boosting licensing fees and developing all-new sources of revenue. The emergence of digital resurrection and photo-realistic human animation are expected to lead to demand within the world of politics, theme parks, professional sports, religion and education. There are only a limited number of people and companies in the world who have a proven ability to produce a photo-realistic, believable digital human. We believe that there is not enough production capability and capacity to meet demand for the foreseeable future; ● Globally Recognized Leaders and Innovators: Our founders are recognized for their leadership of ground-breaking human animation and holographic performance projects, making Pulse Entertainment a top choice of prospective customers and partners who will want a company whose proven production capabilities in human animation are of the highest quality in the world; ● Strategic Focus on Rights Acquisition: Our key management’s reputation for leadership in human animation is expected position us to be a solution of choice for the world’s leading celebrity properties in the early stages of this new industry. It will be our focus to leverage our early leadership position effectively to secure long-term partnerships, production joint ventures and ‘digital likeness’ rights with our celebrity property owners as a strategy to establish our company as a long-term leader in the industry as technologies evolve and competition matures.

Keys to Success – Human Animation Group

We believe that we are uniquely qualified to compete successfully in the human animation and head-replacement segment, the large number of opportunities that do not require live ‘holographic’ projection, due to the following reasons:

● One of a Kind Company: Our principals believe we are the only company in the entertainment visual effects or simulation industries exclusively focused on photo-realistic human animation, and ‘head replacement’, thereby positioning ourselves as an obvious choice for a large market of customers and partners that are accustomed to awarding multi-million dollar contracts for human animation projects. Specialization in this industry is expected to provide early adopter leadership positioning, and with it expected high margins and meaningful research and development benefits, for the foreseeable future; ● ‘New Real Estate’ in the exploitation of likeness rights: While the value of likeness rights is well-established, the concept of ‘digital likeness’ or ‘virtual likeness’ has only recently been discovered by a large market of celebrity properties that can use our innovative methodology to transform those rights for future exploitation. Simply stated, every living celebrity, and every celebrity estate, should be as concerned with their likeness in polygons and computer generated imagery as they are in photographic stills and in film. We intend to develop a business model as the developer and clearinghouse, with royalty participation, for the largest possible inventory of celebrity digital likeness assets; ● Opportunity for Multiple Streams of Revenue as re-usable digital humans can be licensed to applications in concerts, theatre, film and television, advertising, video games, education and simulation (military and surgical).

Producer Participation and Residuals

Through the Pulse Productions group, we are actively engaged in discussions with venue operators, concert promoters, Broadway theatrical producers, celebrity performers and celebrity estates. In addition, we are in the early stages of show development, to establish our company as a producer and owner of diverse entertainment properties. While this has long been a difficult challenge for pure services companies in the visual effects arena, we will seek to leverage important core competencies to achieve producer or ownership participation.

Roles have been Reversed: Producers in the matured film industry have a clear idea of what they want and they often look to visual effects companies for little more than a straightforward execution of their producer/director vision. In the emerging world of virtual performances, producers are just learning what is possible and they are looking to us, not just for execution, but for creative vision. There is always a moment when a ‘show is born’ and, historically, this did not happen in the offices of the post-production vendors. Now, because this emerging landscape of virtual performances has been conceived, developed and implemented first within the visual effects environment (under the leadership of our principals), the visual effects ‘vendor’ has now become the ‘producer’.

Technology drives the Performance: The ‘producer’ role of our company is expected to become even more established as a production moves from creative development to execution, principally because what once was a human acting performance, directed by a filmmaker or theatrical director, has now become human animation that is the product of a proprietary technology pipeline, visual effects supervision and a team of digital artists.

‘What they Don’t Know’ – Realistic human animation is truly among the most difficult technical challenges in all of entertainment. While filmmakers and theatrical producers may have developed an understanding of visual effects for feature films, only a limited number of people who possess the necessary skills to execute this kind of work and, importantly, there are even fewer that understand the processes and the costs involved. Quite a departure from the overall visual effects industry, this gives us the opportunity to establish pricing and structure in a vacuum, while demand far exceeds industry capacity. Ownership and producer participation are, therefore, achievable even in connection with the most high-profile celebrity properties.

Based on these factors, we believe we are better positioned to become a producer and retain an ownership participation interest in the virtual performance productions we create for our clients.

Intellectual Property

We ~~also~~ rely on a combination of copyright and trade secret laws in the United States and other jurisdictions, as well as confidentiality ~~procedures~~ and other contractual provisions to protect our trade secrets, proprietary methodologies and our brand. We ~~also~~ enter into ~~confidentiality~~ confidentiality and invention assignment agreements with our employees and consultants ~~and confidentiality agreements with other third parties~~, and we rigorously control access to our work and methods.

Despite our efforts, the steps we have taken to protect our proprietary rights may not be adequate to preclude misappropriation of our proprietary information or infringement of our intellectual property rights, and our ability to police such misappropriation or infringement is uncertain, particularly in countries outside of the United States.

10Marketing Strategy to Support Productions and Secure New Digital Rights

Marketing Strategy to Secure Revenues and Co-Productions

We intend to achieve sales growth with lower marketing expense by way of two distinct advantages, the uniqueness of our offerings as pioneers of a significant emerging industry and the close relationships, forged over many years, with the small number of large studios, important venues and globally recognized late celebrities that have dominated the entertainment industry.

~~Services.~~ Marketing for our ~~services~~productions will include:

● ~~Direct~~Align ~~telephone~~with ~~outreach~~the most important producers, venue owners and operators in the leading performance markets around the globe, to aassure ~~targeted~~potential ~~group~~production ofpartners ~~large~~and ~~studios~~celebrities that ~~have~~we aoffer ~~high~~unmatched ~~level~~access to the largest audiences ● Actively promote Pulse Entertainment’s ability to attract the leading talent in facial animation, head replacement and overall human effects, as necessary to convince celebrities and celebrity estates of ~~comfort~~superior ~~with~~quality ~~our~~in ~~principals;~~digital likeness ● Communicate all of the above through consistent, high-volume public relations efforts to fully establish and maintain Pulse Entertainment’s reputation as pioneer and market leader in the global press ● ~~Direct~~Immediate, ~~telephone~~and ongoing, outreach to athe ~~targeted~~agents ~~group~~and managers of leading ~~producers~~celebrity ~~and~~estates, ~~directors~~asserting the above, to assert that ~~have~~the company is the obvious (if not the only) choice as a ~~high~~partner ~~level~~in the exploitation of ~~comfort~~the ~~with~~new ~~our~~industry ~~principals~~of virtual performance and digital resurrection ● Leverage the success from early celebrity appearances to catalyze tremendous demand from venues seeking this new form of entertainment.

~~Productions. Marketing for our production will include:~~7

● Align with the most important venue owners and operators in the leading performance markets around the globe, to assure potential production partners and celebrities that we offer unmatched access to the largest audiences ● Actively promote Pulse Entertainment’s ability to attract the leading talent in facial animation, head replacement and overall human effects, as necessary to convince celebrities and celebrity estates of superior quality in digital likeness ● Communicate all of the above through consistent, high-volume public relations efforts to fully establish and maintain Pulse Entertainment’s reputation as pioneer and market leader in the global press ● Immediate, and on-going, outreach to the agents and managers of leading celebrity estates, asserting the above, to assert that the company is the obvious (if not the only) choice as a partner in the exploitation of the new industry of virtual performance and digital resurrection ● Leverage the success from early celebrity appearances to catalyze tremendous demand from venues seeking this new form of entertainment.

Intellectual Property

We also plan to promote our company as the ideal partner for celebrity estates and owners of likeness rights by focusing on the following strategies to achieve ownership of intellectual property or long-term license rights related to music and digital likeness:

● Advancement of Legal Standards: We plan to continue working with entertainment counsel to establish the standards, legal definitions and preferred language relating to ‘Digital Likeness Rights’, a concept that our principals have introduced into an industry wide discussion as a result of their pioneering leadership in virtual performances. The advancement of this topic not only positions the company as a market leader in a new form of entertainment, but the creation of new ‘rights real estate’ which we believe will enable the company to secure multiple long-term digital likeness licenses (with leading celebrity estates) well before future competitors have even focused on the existence of such rights. ● Actionable Production Proposals: Communication with managers and agents regarding specific virtual performance ideas (concerts, shows, etc.) as a way to accelerate the discussion of rights and the successful licensing of such rights to the company. In short, celebrity estates want royalty revenues from these ~~break-through~~breakthrough new performances and the company is one of the only options they have to move forward. We believe that this position can be leveraged to secure long-term digital likeness rights of the major celebrity properties before competitors enter the field. ● Offer to Invest: As it is clear that most celebrity estates are interested in royalty inflows, we will offer to invest in the construction of 3D models and the assets supportive of digital likeness as a means to achieve long-term license rights. We believe there are multiple sources of capital, possibly a company affiliated side fund that will help to develop these assets.

Our intellectual property strategies will be to obtain digital likeness rights for the leading celebrity estates prior to its competitors who are not prepared to enter the market. Most managers, agents and attorneys for celebrity estates have not thought deeply and specifically about this new category of rights exploitation. We are generating the interest celebrity managers, agents and attorneys who are not aware of this new category of rights exploitation that have the potential for new revenue streams. We believe that securing these intellectual property rights early on will give it a competitive advantage in the market.

Competition

We have positioned ourselves as a producer of high- impact applications of computer-generated human likeness, ~~for~~or ~~utilization~~functional ~~in entertainment,~~hyper-realistic ~~life~~digital ~~sciences, education and telecommunication~~humans. Our competition in the general visual effects services market includes Industrial Light and Magic (purchased by Disney), Sony Pictures Imageworks Inc., Weta Digital Ltd., Rhythm & Hues Inc. and Framestore CFC, as well as many smaller firms that specialize in visual effects for film and TV productions. Many of these producers are larger than we are and have ~~greater~~ greater financial resources than we do., Wealthough ~~believe~~they wegenerally ~~can~~operate ~~compete effectively with our competitors focusing~~ on ~~highly specialized and complex human animation that continues to be performed by only~~ a ~~few~~work-for-hire ~~competitors~~basis and isare ~~rewarded~~not bydirectly ~~healthy~~involved ~~profit~~in ~~margins.~~the ~~There~~production ~~is no assurance, however, that our ability to market our productions~~ and ~~services~~financing ~~successfully~~of ~~will~~their ~~not be impacted by competition that now exists or may later develop~~projects.

11We believe we can compete effectively with generalist visual effects industry competitors through specialization, developing the highest quality and consistency of digital human likeness, and by being a proven executive producer of large scale live shows and events. We also believe that our long-term exclusive relationships with unique, globally recognized celebrity properties help to further mitigate the risk of competition from other technology companies that may seek to enter the emerging industries of human likeness and virtual performance.

Employees

As of ~~October~~March 731, ~~2014~~2016, we employed 4035 full ~~and part~~-time employees. We believe that our employee and labor relations are good. We are currently not a party to any collective bargaining agreement.

Government Regulation

We are not currently subject to direct federal, state or local regulations, other than regulations applicable to businesses generally.

Our Corporate History

Pulse Evolution Corporation was incorporated on May 31, 2013 under the laws of the State of Nevada under the name QurApps, Inc. We changed our name to Pulse Evolution Corporation effective May 8, 2014 to better reflect our plans to produce specialized, high- impact applications of computer-generated human likeness ~~for utilization in entertainment~~, ~~life~~or ~~sciences,~~functional ~~education~~hyper-realistic ~~and~~digital ~~telecommunication~~humans.

On May 31, 2013 (inception) the Company issued 6,000,000 shares of common stock to Alon Nigri our former Chief Executive Officer and former sole director for cash of $18,000.

During the month of February 2014, we sold 1,380,004 shares of our common stock at $0.03 per share to various investors for cash of $42,600 pursuant to our Registration Statement on Form S-1 declared effective by the SEC on October 7, 2013.

On May 15, 2014, ~~Alon Nigri,~~ our controlling stockholder at the time, former Chief Executive Officer and former sole director (the “Seller”), entered into and closed on a Share Purchase Agreement (the “Agreement”) with, Tradition Studios IP Acquisition LLC, (Alternative)2 Holding AG, and Scenic Loop Holding, LLC (each a “Purchaser” and collectively, the “Purchasers”) whereby the Purchasers purchased from the Seller a total of 53,612,600 shares of our common stock for an aggregate of $107,225, representing approximately 80.68% of our issued and outstanding shares of common stock. The Purchasers own or control as a group, Pulse Entertainment.

On May 16, 2014, we signed a letter of intent to exchange at least a majority of our unissued shares of common stock for 100% of the outstanding common stock of Pulse Entertainment, a related party.

Effective on June 23, 2014, the ~~Company~~Pulse Entertainment amended and restated its articles of incorporation filed with the Secretary of State of the State of Nevada in order to effectuate an increase in the number of authorized shares of common stock, par value $0.001 per share, from 75,000,000 to 300,000,000, increase the authorized blank check preferred stock to 100,000,000 shares and effectuate a 1 for 10 forward stock split of our issued and outstanding common stock (the “Forward Stock Split”). As a result of the Forward Stock Split, every 1 share of our pre-Forward Split common stock was increased and reclassified into 10 shares of our common stock. All references to shares of our common stock in this report on Form 10-K refers to the number of shares of common stock after giving effect to the Forward Stock Split (unless otherwise indicated).

Beginning on July 15, 2014, and continuing through September 23, 2014, we entered into a securities purchase agreements (the “Securities Purchase Agreements”) with six investors who are unrelated parties to us whereby they agreed to purchase an aggregate of 4,855,000 shares of our Common Stock at prices ranging from $0.40 per share to $1.00 per share, for a total purchase price of $2,225,000. The Securities Purchase Agreements provide piggyback registration rights for the Common Stock acquired by the investors in the event that we register any of our Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) for sale to the public for cash in an underwritten offering, if the applicable registration form being used by us will permit such registration. We are not required to register the Common Stock if registration is effected by us on behalf of another shareholder that is exercising registration rights that prohibit registration of other securities or the Common Stock has already been registered.

On September 26, 2014, we entered into a share exchange agreement (the “Share Exchange Agreement”) with Pulse Entertainment shareholders, some of whom are officers and directors of our company, pursuant to which we agreed to issue up to 58,~~362~~716,~~708~~870 shares of our unregistered common stock, net of certain share cancellations, to the shareholders of Pulse Entertainment holding 21,535,252 shares of its issued and outstanding common stock, such shares representing 100% of the issued and outstanding common stock of Pulse Entertainment. The closing date must occur on or before October 31, 2014 and is conditioned upon certain, limited customary representations and warranties, the approval of the holders of not less than 51% of the Pulse Entertainment common stock and Pulse Entertainment’s completion of an audit of its June 30, 2014 financial statements.

12On September 30, 2014, Pulse Evolution completed the initial closing under the Share Exchange Agreement pursuant to which we agreed to issue shares of our unregistered common stock to the shareholders of Pulse Entertainment in exchange for shares of its common stock. As part of the Share Exchange, certain of our shareholders who are also shareholders of Pulse Entertainment agreed to cancel 60,910,113 shares of our common stock issuable to them in connection with the Share Exchange. As of July 31 2015, all shares of Pulse Entertainment have been exchanged and Pulse Entertainment is now a wholly owned subsidiary of Pulse Evolution.

On September 30, 2014, we completed the initial closing under the Share Exchange Agreement pursuant to which we agreed to issue 35,827,309 shares of our 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 our shareholders who are also shareholders of Pulse Entertainment agreed to cancel 60,910,113 shares of our common stock issuable to them in connection with 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 October 31, 2014. Upon completion of this part of the acquisition, Pulse Entertainment will become our wholly owned subsidiary.9

ITEM 1A. RISK FACTORS

AnNot ~~investment~~required infor ~~our~~smaller ~~common~~reporting ~~stock involves a high degree of risk~~companies. You should carefully consider the risks described below and the other information in this report before making a decision to invest in our common stock. If any of the following risks and uncertainties develop into actual events, our business, results of operations and financial condition could be adversely affected. In those cases, the trading price of our common stock could decline and you may lose all or part of your investment.

~~Risks~~ITEM ~~Related~~1B. toUNRESOLVED ~~Our~~STAFF ~~Business~~COMMENTS

~~Because~~Not ~~we have a limited operating history, we may not be able to successfully manage our business or achieve profitability~~applicable.

We have completed only one production featuring a digital version of Michael Jackson in May 2014 and as a result have limited operating history upon which a potential investor can evaluate our prospects and the potential value of our common stock. The likelihood of our success must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of a new business and the competitive environment in which we will operate. As of June 30, 2014, we have incurred operating losses. No additional relevant operating history exists upon which an evaluation of our performance can be made. Our performance must be considered in light of the risks, expenses and difficulties frequently encountered in establishing new products and markets in the evolving, highly competitive human animation industry. If we cannot successfully manage our business, we may not be able to generate future profits and may not be able to support our operations.

The human animation industry is highly competitive and if we are unable to compete successfully, our business will be harmed.

The human animation industry, although in its infancy, is expected to be an intensely competitive sector of the entertainment industry. Multiple entities, including human animation companies, digital content production companies and animation studios are expected to enter this segment of the entertainment industry to provide human animation services for the same clients or cross platform advertising projects, and certain of these entities have greater financial, creative and managerial resources than we do. In addition, large major digital likeness performance studios may develop or acquire the capability to provide such services in house. Moreover, we believe foreign competitors and competitors with operations or subcontractors in countries such as South Korea, China and India may become an increasing source of competition, due largely to their access to low-cost, high-skilled labor. If we are unable to compete successfully against current or future competitors in the human animation industry, our expected revenues, margins and market share could be adversely affected, any of which could significantly harm our business.

Our success depends on certain key personnel.

Our performance to date has been and will continue to be largely dependent on the talents, efforts and performance of our senior management and key technical personnel, particularly John C. Textor and Frank Patterson, who generally have significant experience with our company and substantial relationships and reputations within the entertainment industry. Certain of our executive officers and top production executives will enter into employment and noncompetition agreements. However, while it is customary in the entertainment industry to use employment agreements as a method of retaining the services of key executive personnel, these agreements do not guarantee us the continued services of such employees. In addition, we do not currently have an employment agreement with Messrs. Textor or Patterson, or with most of our key creative, technical and engineering personnel. The loss of our executive officers or our other key personnel, particularly with little or no notice, could cause delays on projects and could have an adverse impact on our client and industry relationships, our business, operating results or financial condition.

We rely on highly skilled and qualified personnel, and if we are unable to continue to attract and retain such qualified personnel it will adversely affect our businesses.

Our success depends to a significant extent on our ability to identify, attract, hire, train and retain qualified creative, technical and managerial personnel. We expect competition for personnel with the specialized creative and technical skills needed to create our products and provide our services will continue to intensify as our competitors build or expand in-house digital likeness and animation capabilities. We plan to hire individuals on a project-by-project basis, and individuals who work on one or more projects for us may not be available to work on future projects. If we have difficulty identifying, attracting, hiring, training and retaining such qualified personnel, or incur significant costs in order to do so, our business and financial results could be negatively impacted.

We intend to co-produce or invest in digital likeness performances, which involve substantial financial risk.

As part of our growth strategy, we may co-produce or invest in digital likeness performances that require a substantial capital investment. We cannot predict the financial success of any such performance because the revenue derived from a performance depends primarily upon its acceptance by the public, which cannot be accurately predicted. The financial success of a digital likeness performance also depends upon the public’s acceptance of competing live performances, the availability of alternative forms of entertainment and leisure time activities, piracy and unauthorized copying and distribution of celebrities featured in our performances, general economic conditions, and other tangible and intangible factors, none of which can be predicted with certainty.

We expect to co-produce or invest in a limited number of such performances per year as part of our growth strategy. However, we have only produced the Michael Jackson performance and do not have any agreements to produce others except for the agreement we have entered into with ABG EPE IP, LLC (“ABG”) to develop entertainment projects utilizing computer-generated images of Elvis Presley. In addition, the commercial failure of just one performance could have a material adverse effect on our results of operations.

We may not be able to implement our strategies of entering into the digital likeness performance production business effectively or at all.

A key feature of our growth strategy is to establish our company as a creator, producer and marketer of live concerts, Broadway-style theatrical productions, television commercials, political events and advertising, short-form content and interactive internet and mobile applications digital likeness performances and advertising. This strategy requires us to leverage the talents of our key artistic personnel, their experience with digital likeness and animation production and our proprietary rights. As a company, however, we have only completed one digital likeness performance. Entry into the digital likeness performance business presents significant challenges and subjects our business to significant risks, including those risks set forth below. The inability to successfully manage these challenges could adversely affect our potential success in the digital likeness production business. Such failure would significantly limit our ability to grow our business and could deplete our working capital and limit our ability to pursue our other planned businesses.

Our successful entry into the digital likeness performance business faces various risks and challenges, including:

● the success of our digital likeness performance business will be primarily dependent on audience acceptance of our performances, which is extremely difficult to predict; ● only a relatively few “hit” performances are expected to account for a significant portion of total revenue and any failure by us to produce “hit” digital performances could cause revenue generated from our proposed digital likeness production business to fall below expectations; ● the production and marketing of digital likeness performance is capital-intensive and our capacity to generate cash from our performances may be insufficient to meet our anticipated capital requirements; ● delays and increased expenditures due to creative problems, technical difficulties, talent availability, accidents, natural disasters or other events beyond the control of the production companies; ● the entrance of additional digital likeness producers, which may result in increased competition for digital likeness audiences and for talented computer graphics animators and technical staff; ● the costs of producing and marketing digital likeness performances may increase in the future, which may make it more difficult for a performance to generate a profit or compete against live performances; ● a strike by one or more of the labor unions or similar groups that provide personnel essential to the production of digital likeness performances could delay or halt our proposed digital likeness performance production activities; ● we have limited experience producing digital likeness performances and the strain on our personnel from the effort required to produce such digital likeness performances and the time required for creative development of future digital likeness performances may hinder our ability to consistently release digital likeness performances; and ● the profitability of a digital likeness performance depends in large part on the availability of one or more capable producers who are able to arrange for appropriate advertising and promotion, proper performance dates and bookings in venues and any decision by those producers not to show or promote one of the digital likeness performances which we may produce or to promote competitors’ digital likeness performances to a greater extent than they promote ours, or our inability to enter into profitable distribution arrangements with such producers, could have an adverse effect on our proposed digital likeness production business.

A substantial part of our business relies upon the success and popularity of digital likeness performances. If other forms of entertainment prove to be more attractive to consumers than digital likeness performances, our growth and operating results could be harmed.

A substantial part of our business will rely on the popularity of digital likeness performances of top tier and late celebrities. If other forms of digital likeness performances, or other entertainment with which digital likeness performances compete for consumers’ leisure time and disposable income, such as live performances, television, concerts, amusement parks and sporting events, become more popular than digital likeness performances, our business and operating results could be harmed.

Acquisitions we pursue in our industry and related industries could result in operating difficulties, dilution to our shareholders and other consequences harmful to our business.

As part of our growth strategy, we may selectively pursue strategic acquisitions in our industry and related industries. We may not be able to consummate such acquisitions, which could adversely impact our growth. If we do consummate acquisitions, integrating an acquired company, business or technology may result in unforeseen operating difficulties and expenditures, including:

● increased expenses due to transaction and integration costs; ● potential liabilities of the acquired businesses; ● potential adverse tax and accounting effects of the acquisitions; ● diversion of capital and other resources from our existing businesses; ● diversion of our management’s attention during the acquisition process and any transition periods; ● loss of key employees of the acquired businesses following the acquisition; and ● inaccurate budgets and projected financial statements due to inaccurate valuation assessments of the acquired businesses.

Foreign acquisitions also involve unique risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Our evaluations of potential acquisitions may not accurately assess the value or prospects of acquisition candidates and the anticipated benefits from our future acquisitions may not materialize. In addition, future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, including our common stock, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition.

Interruption or failure of our information technology systems could impair our ability to effectively and timely provide our services and products, which could damage our reputation and have an adverse impact on our operating results.

Our future success is significantly dependent on our ability to provide digital likeness production services that consistently meet our client’s product development schedules. We rely on our contractors and their software applications, hardware and other information technology and communications systems for the development and provision of our digital likeness services and will depend on such technologies for production of our prospective digital likeness performances. Our systems are vulnerable to damage or interruption from earthquakes, hurricanes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses or other attempts to harm our systems, and similar events. Our facilities are located in areas with a high risk of hurricanes and are also subject to break-ins, sabotage and intentional acts of vandalism. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster or other unanticipated problems at our Port St. Lucie, Florida facilities could result in lengthy interruptions in our projects and our ability to deliver services. An error or defect in the software, a failure in the hardware, and a failure of our backup facilities could delay our delivery of products and services and could result in significantly increased production costs, hinder our ability to retain and attract clients and damage our brand if clients believe we are unreliable. Given our reliance on our industry relationships, it could also result in a decrease in our prospective revenues and otherwise adversely affect our business and operating results.

We cannot predict the effect that rapid technological change may have on our business or industry.

The entertainment industry in general and the digital likeness segments thereof in particular, are rapidly evolving, primarily due to technological developments. The rapid growth of technology and shifting consumer tastes prevent us from being able to accurately predict the overall effect that technological growth may have on our potential revenue and profitability. Furthermore, because we are required to provide advanced digital imagery products to continue to win business we must ensure that our production environment integrates the latest tools and techniques developed in the industry. This requires us to either develop these capabilities by acquiring or developing our own proprietary software and other intellectual property rights, which can result in substantial research and development costs and substantial capital expenditures for new equipment, or to purchase third-party licenses, which can result in significant expenditures. In the event we seek to obtain third-party licenses, we cannot guarantee that they will be available or, once obtained, will continue to be available on commercially reasonable terms, or at all. If we are unable to develop and effectively market new technologies that adequately or competitively address the needs of changes in our industry, it could have an adverse effect on our business and growth prospects.

Our revenue may be adversely affected if we fail to protect our proprietary rights or fail to enhance or develop new technology.

We depend on our proprietary rights to develop and produce certain of our products and provide certain of our services. We rely on a combination of copyright and trade secret protection and non-disclosure agreements to establish and protect our proprietary rights. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete.

We generally enter into non-disclosure or license agreements with our employees, consultants and vendors, and generally control access to and distribution of our technology and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our proprietary information, without authorization, or to develop similar or superior proprietary rights independently. The steps we take may not prevent misappropriation of our proprietary rights, and our non-disclosure and license agreements may not be enforceable.

In addition, we may be required to litigate in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and diversion of resources and could have an adverse effect on our business and/or our operating results.

Third-party technology licenses may not continue to be available to us in the future.

We also rely on certain technology that we license from third parties, including software. These third-party technology licenses may not in the future be available to us on commercially reasonable terms, or at all. The loss of any of these technology licenses could result in delays in performance of work until we identify, license and integrate equivalent technology, and we may not be able to identify, or license any such equivalent technology in a timely manner or at all. Any resulting delays in a performance could damage our reputation and result in a decrease in our revenues during the period of delay, either of which could materially adversely affect our business, operating results and/or financial condition.

Others may assert intellectual property infringement claims against us.

Companies in the digital likeness segment of the entertainment industry are subject to the possibility of claims that their products, services or techniques misappropriate or infringe the intellectual property rights of third parties. Infringement or misappropriation claims (or claims for indemnification resulting from such claims) against us may be asserted or prosecuted, regardless of their merit, and any such assertions or prosecutions may adversely affect our business and/or our operating results. We are currently a defendant in a lawsuit claiming that we misappropriated the Musion Eyeliner technology and related patents licensed by Hologram USA, Inc. by using their projection illusion system to project our creation of a digital likeness of Michael Jackson that was performed at the Billboard Music Awards on May 18, 2014. See “Legal Proceedings” included in this report. While this lawsuit does not allege that the creation and production of visual effects or human animation imagery infringed on the plaintiffs’ proprietary rights and irrespective of the validity or the successful assertion of such claims, we would incur significant costs and diversion of resources relating to the defense of such claims, which could have an adverse effect on our business and/or our operating results. If any claims or actions are asserted against us, we may seek to obtain a license of a third-party’s intellectual property rights; however, under such circumstances such a license may not be available on reasonable terms or at all.

We could be adversely affected by strikes or other union job actions.

Our digital likeness projects generally utilize performers, directors, and choreographers who are members of the Screen Actors Guild-American Federation of Television and Radio Artists, Directors Guild of America, and Stage Directors and Choreographers Society, respectively, pursuant to industry-wide collective bargaining agreements. Many projects also employ members of a number of other unions, including, among others, the International Alliance of Theatrical and Stage Employees. A strike by one or more of the unions or guilds that provide personnel essential to the production of our projects could delay or halt our prospective production activities, which could materially adversely affect our business, operating results and/or financial condition.

Our agreement to manage the creation of a digital likeness of Michael Jackson and participate in certain future revenues allows the counter party discretion in approving future uses of the work we created.

We are a party to an agreement with Optimum Productions, an entity owned by the estate of Michael Jackson, which gives us the right to manage the creation of a digital likeness of Michael Jackson and participate in certain future revenues for a period of five years. While this agreement contains an agreement that defines the parties rights to participate in future revenues derived from the digital likenesses of Michael Jackson we created, Optimum Productions retains the right to approve all future uses of the Michael Jackson likeness. The failure of Optimum Productions to allow us the right to use these intellectual property rights in the future could have a material adverse effect on our business, financial condition and results of operations.

We need additional financing to fund acquisitions and our operations which we may not be able to obtain on acceptable terms. Additional capital raising efforts in future periods may be dilutive to our then current shareholders or result in increased interest expense in future periods.

We will need to raise additional working capital to fund our plans to invest in development and acquisition of the digital likeness assets. Our future capital requirements depend on a number of factors, including the number of performances we undertake and our ability to manage the growth of our business and our ability to control our expenses. Also, if we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. As we will generally not be required to obtain the consent of our shareholders before entering into acquisition transactions, shareholders are dependent upon the judgment of our management in determining the number of, and characteristics of, stock issued as consideration in an acquisition. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all. If we do not raise capital as needed, we will be unable to operate our business or fully implement our digital likeness development and acquisition expansion strategy.

The inability to successfully manage the growth of our business may have an adverse effect on our operating results.

We expect to experience growth in the number of employees and the scope of our operations. Such growth will result in increased responsibilities for our management. If our management is unable to successfully manage expenses in a manner that allows us to both improve operations and at the same time pursue potential market opportunities, the growth of our business could be adversely impacted, which may, in turn, negatively affect our operating results or financial condition. In addition, we believe that a critical contributor to our success has been our creative culture. As we attempt to grow and alter our business to focus increasingly on the creation, production and marketing of visual imagery, and as we experience change in response to the requirements of being a public company, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our future success.

Changes in U.S., regional or global economic conditions could adversely affect our profitability.

A decline in economic conditions in the United States or in other regions of the world could lead to a decrease in discretionary consumer spending, which in turn could adversely affect demand for digital likeness performances and box office revenue. In addition, an increase in price levels generally, or in price levels in a particular sector such as the energy sector, could result in a shift in consumer demand away from entertainment products such as digital likeness performances. Such events could cause a decrease in the demand for the digital likeness services we offer as well as for the digital likeness performances we propose to produce, either of which would have an adverse effect on our profitability and operating results.

Risks Related to Our Common Stock

There currently is only a minimal public market for our common stock. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.

There currently is only a minimal public market for shares of our common stock and an active market may never develop. Our common stock is quoted on the OTC Pink tier operated by the OTC Market’s Group, Inc. under the symbol “PLFX”. We may not ever be able to satisfy the listing requirements for our common stock to be listed on any stock exchange, including the trading platforms of the NASDAQ Stock Market which are often more widely-traded and liquid markets. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by, any of the several exchanges and markets to have our common stock listed.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your conversion price, which may result in substantial losses to you.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common stock are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

● that a broker or dealer approve a person’s account for transactions in penny stocks, and ● the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

● obtain financial information and investment experience objectives of the person, and ● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

● sets forth the basis on which the broker or dealer made the suitability determination, and ● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

The application of Rule 144 creates some investment risk to potential investors; for example, existing shareholders may be able to rely on Rule 144 to sell some of their holdings, driving down the price of the shares you purchased.

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

	●	1% of the total number of securities of the same class then outstanding (80,306 shares of common stock as of the date of this Report); or
	●	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

A limited number of our shareholders own a large percentage of our stock, which will allow them to exercise significant influence over matters subject to shareholder approval.

Our executive officers, directors and their affiliated entities will beneficially own or control approximately 55.8% of the outstanding shares of our common stock. Accordingly, these executive officers, directors and their affiliated entities, acting as a group, will have substantial influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. These shareholders may also delay or prevent a change of control or otherwise discourage a potential acquirer from attempting to obtain control of us, even if such a change of control would benefit our other shareholders. This significant concentration of stock ownership may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.

We do not pay dividends on our common stock.

We have not paid any dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business.

ITEM 2. PROPERTIES

~~Our~~Until ~~corporate~~March ~~headquarters~~31, ~~are~~2015, ~~located~~the atCompany ~~10521~~leased SWoffice ~~Village~~space ~~Center~~for ~~Drive,~~its ~~Suite~~company ~~201,~~headquarters in Port ~~St.~~Saint Lucie, Florida ~~where~~pursuant weto ~~occupy~~a ~~approximately~~lease ~~7,200~~for ~~square~~approximately ~~feet~~$12,000 ~~pursuant~~per tomonth. aThe lease ~~that~~expired ~~expires~~on inMarch ~~February~~31, 2015. WeBeginning ~~have~~on anApril ~~option~~1, to2015, ~~extend~~the ~~this~~Company ~~lease~~leases ~~for~~the office space on a ~~one~~month-to-month ~~year~~basis ~~period~~for $6,000 per month.

The Company also leases office space for its production operations in San Rafael, California. The monthly lease expense during the year ended June 30, 2015 was approximately $7,000 per month. Following the year end, the company entered into a one year lease at a monthly cost of approximately $15,000.

We believe our current facilities are adequate to meet current and near-term operating requirements.

ITEM 3. LEGAL PROCEEDINGS

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~~14cv00772GMNNJK). The complaint ~~alleges~~alleged that Plaintiffs own, or control, certain patents related to the projection illusion technique, historically known as “Pepper’s Ghost.” The Plaintiffs further ~~allege~~alleged 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~~ 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~~ 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~~did not ~~alleged~~allege that ~~our~~the Company’s core business, the production of visual effects or human animation imagery infringes their intellectual property rights. ~~The~~In ~~complaint~~March ~~sought~~2016, anthe ~~order~~parties ~~of the~~reached ~~Court~~an ~~temporarily~~amicable ~~and~~settlement ~~permanently~~agreement ~~enjoining~~of ~~the~~all ~~Defendants~~claims ~~from~~and ~~carrying~~counterclaims. ~~out~~As ~~the~~part ~~Michael~~of ~~Jackson~~the ~~performance~~settlement, aour ~~judgment~~Executive ~~for~~Chairman ~~infringement,~~also agreed ~~damages,~~to ~~attorneys’~~dismiss ~~fees~~ and ~~costs.~~release ~~The~~all ~~Plaintiffs’~~claims ~~Emergency~~against ~~Motion~~the ~~for~~principal ~~Temporary~~shareholder ~~Restraining~~of ~~Order~~Hologram ~~filed~~USA inthat ~~connection with~~remained ~~its~~pending ~~May~~through ~~15,~~separate ~~2014~~actions brought ~~complaint~~in ~~was~~the ~~denied~~state onof ~~May~~Florida. ~~16,~~All ~~2014~~costs asassociated ~~the~~with ~~Court found that~~ the ~~Plaintiffs’~~settlement ~~failed~~and tolitigation ~~establish~~have ~~that they~~been ~~are~~accrued ~~likely~~in ~~to succeed on~~ the ~~merits~~period ~~of their patent infringement claims and that they are likely~~ to ~~suffer~~June 30, ~~irreparable harm~~2015.

WeThe ~~believe~~Company ~~that~~is ~~our~~involved ~~claims~~from ~~and~~time ~~defenses~~to time in ~~this~~routine ~~case~~litigation ~~are~~arising ~~substantial~~in ~~because~~ the ~~visual~~ordinary ~~imagery~~course ~~we develop and conceive is distinct from the Plaintiffs’ projection system allowing us to use a variety~~ of ~~projection~~conducting ~~systems~~its ~~in our productions~~business. ~~Litigation~~Except ~~is,~~as ~~however,~~set ~~inherently~~forth ~~unpredictable. The outcome of this lawsuit is subject to significant uncertainties and~~above, ~~therefore,~~in ~~determining~~ the ~~likelihood~~opinion of ~~a loss and/or~~ the ~~measurement~~Company’s ~~of any loss is complex. Consequently~~management, weno ~~are~~pending ~~unable~~routine tolitigation ~~estimate~~will ~~the~~have ~~range~~a ofmaterial ~~reasonably~~adverse ~~possible~~effect ~~loss. Our assessments are based~~ on ~~estimates~~the ~~and~~Company’s ~~assumptions~~financial ~~that have been deemed reasonable by management~~condition, ~~but~~results ~~the assessment~~of ~~process~~operations ~~relies heavily on estimates and assumptions that may prove to be incomplete~~ or ~~inaccurate,~~cash ~~and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions~~flows.

We are involved from time to time in routine litigation arising in the ordinary course of conducting our business. In the opinion of management, no pending routine litigation will have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

19PART II

Part II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted onby the OTC ~~Pink Tier of the OTC~~ Markets Group ~~and has been thinly traded~~ under the symbol, “PLFX”. On ~~October~~March 725, ~~2014~~2016, the closing sale price for our common stock was $2.~~00 on the OTC Pink~~94. Our stock ~~has~~is ~~been~~ thinly traded ~~since approval~~and ofthere ~~our quotation on the OTC Markets Group by the Financial Industry Regulatory Authority (“FINRA”). There~~ can be no assurance that a liquid market for our common stock will ever develop.

As of ~~October~~March 727, ~~2014~~2016, there were approximately 58150 record holders, an unknown number of additional holders whose stock is held in “street name” and ~~120~~149,~~458~~913,~~716~~343 shares of common stock issued and outstanding.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.10

~~Recent~~We ~~Sales~~have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds provided by operations and any future earnings for use in the operation and expansion of ~~Unregistered~~our ~~Securities~~business and do not anticipate paying any cash dividends in the foreseeable future.

~~None~~On January 7, 2016, our Board of Directors authorized the Company to repurchase up to $5 million of shares of its outstanding common stock. Shares are expected to be repurchased from time to time through open market transactions, in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The manner, price, number and timing of share repurchases will be subject to a variety of factors, including market conditions and applicable U.S. Securities and Exchange Commission rules. The share repurchase program has an expiration date of June 30, 2016, and may be limited, terminated or revised at any time without notice. The program does not obligate the Company to purchase any shares.

It is the intent of the company to focus on business fundamentals as its primary strategy to enhance shareholder value. The Company also believes that its publicly traded common stock represents a currency that contributes to its fundamental strategy in a variety of ways. The Company intends to pursue the share repurchase program that its Board of Directors believes represents a sound investment of its available cash and is supportive of its fundamental business strategy. The Company is currently engaged in a number of discussions with strategic parties and financial investors, a process which has been ongoing since inception and is critical to addressing the Company’s working capital needs. Since inception, this strategy has resulted in equity and debt financings which have been used to maintain a consistent level of operations as previously described in the Company’s public filings, such operations continuing without material changes through and including recent unreported periods. The Company has recently received written offers from credible strategic and financial parties that, if consummated, would enhance the value of the Company’s common stock. Such offers, and letters-of-intent, are non-binding in nature and are not assured to result in successfully consummated transactions.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATION~~OPERATIONS

~~Overview~~Corporate Background

Pulse Evolution Corporation (“we”, “us”, “our”, the “Company”) was incorporated on May 31, 2013 under the laws of the State of Nevada under the name QurApps, Inc. ~~During~~On ~~fiscal 2014 we were planning on developing a mobile software food recipe app until our controlling shareholder sold his interest in our Company on~~ May 158, 2014~~. In anticipation of this change of control~~, we changed our name to Pulse Evolution Corporation ~~effective May 8, 2014~~ to better reflect our plans to produce specialized, high- impact applications of computer-generated human likeness ~~for utilization in entertainment~~, or ~~life~~functional ~~sciences, education~~hyper-realistic ~~and~~digital ~~telecommunication~~humans.

On September 30, 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 officers and directors of our company, pursuant to which we agreed to issue ~~35,827,309~~ 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”). See “~~Item 1~~ Business – —Our Corporate History”.” ~~Upon~~As ~~completion~~ of ~~the~~July ~~initial closing~~2015, Pulse Entertainment became a ~~subsidiary~~wholly ofowned ~~our~~subsidiary ~~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 October 31, 2014~~Company. ~~Upon completion of this part of the acquisition, Pulse Entertainment will become our wholly owned subsidiary.~~

~~Pulse~~Business Entertainment produced a computer-generated and animated human likeness of the late popular entertainer Michael Jackson that appeared in a live performance at the Billboard Music Awards on May 18, 2014. The virtual performance of Michael contributed to the 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 production reached approximately 11 million television viewers during the initial ABC network broadcast, followed by more than 51 million online views through YouTube and Vevo and generated more than 2,400 news articles and an estimated 98 billion internet impressions for the Michael Jackson hologram and more than 300 million internet impressions estimated for Pulse Entertainment and members of its management. In addition, August and October, 2014 respectively, we entered into multi-year agreements with the owner of the likeness, appearance, and publicity rights of Elvis Presley and Marilyn Monroe to develop entertainment projects that utilize a realistic computer-generated image of these celebrities. These celebrities are among the world’s most famous talent. We plan to use the computer-generated likeness to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials which we believe will provide us with a foundation for significant future growth in our core business.Overview

20We are a market leader in the emerging virtual human likeness space, and the foremost developer of hyper-realistic digital humans – computer generated assets that appear to be human and can perform in live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile, interactive and artificial intelligence applications.

~~During the past 12 months,~~We webelieve ~~have~~that ~~entered into unique~~ digital ~~likeness~~humans ~~rights~~will ~~agreements~~be ~~with~~ubiquitous ~~the~~in ~~estates of Michael Jackson~~society, ~~Elvis~~culture ~~Presley~~ and ~~Marilyn Monroe~~industry. ~~Revenues~~In ~~from~~ the ~~estates~~last ofdecade, ~~these~~hyper-realistic ~~late~~digital ~~celebrities~~humans have ~~rank~~performed ~~them~~in ~~among~~movies ~~the~~such ~~top~~as ~~earning~~The ~~celebrity~~Curious ~~estates~~Case inof ~~the~~Benjamin ~~world,~~Button ~~with estimated~~or ~~aggregate~~on ~~earnings~~stage insuch ~~2013~~as inthe ~~excess~~virtual performance of ~~$200,000,000~~a asdigital Tupac ~~stated~~Shakur byat ~~Forbes.com~~the inCoachella anValley ~~October~~Music ~~23, 2014 web article~~Festival. ~~The~~We ~~revenues~~expect ofthat, ~~these~~in ~~estates~~years ~~have~~to ~~been~~come, ~~derived~~digital ~~primarily~~humans ~~from~~will ~~licensing~~not ~~the~~only ~~still~~perform ~~and~~for audiences ~~motion~~on ~~picture~~stage ~~images~~ and ~~recordings~~in ~~captured~~film, ~~when~~but ~~the~~they ~~respective~~will ~~celebrities~~also ~~were~~represent ~~alive.~~individual ~~Further,~~consumers ~~they~~as ~~are~~digital ~~based~~likeness ~~on clippings~~avatars, ~~outtakes~~in ~~and~~realistic ~~performances~~and ~~from~~fantasy ~~the~~form, ~~lives~~appearing and ~~careers~~interacting ofon the ~~historical~~consumer’s ~~celebrities.~~behalf Wein ~~believe~~electronic ~~that~~and ~~our~~mobile ~~first~~communication, ~~live~~social ~~presentation~~media, ofvideo game, ~~the~~virtual ~~Virtual~~reality, ~~Michael~~and ~~Jackson performance~~augmented ~~demonstrated~~reality. ~~that~~The weCompany’s ~~are~~long-term ~~able~~goal is to ~~re-launch~~be the ~~careers~~‘face’ of ~~deceased~~artificial intelligence, ~~celebrities.~~to ~~More~~provide ~~than~~a ~~staging~~human anform ~~encore~~ to ~~their historical~~interactive ~~careers~~artificially ofintelligent ~~Michael~~computer ~~Jackson,~~beings ~~Elvis~~that ~~Presley and Marilyn Monroe, the virtual performances~~ will be ~~judiciously~~common ~~and~~in ~~compellingly~~society, ~~contemporized~~providing ~~and~~useful ~~made~~information ~~relevant to whole new audiences through new performance forms~~ and ~~media.~~services ~~We are poised~~ to ~~create~~people ~~virtual celebrities~~in ~~that~~diverse ~~can~~industries, dosuch ~~things~~as ~~and~~education, gohealth ~~places their historical originals never could~~care, ~~while remaining true to their original values~~telecommunications, ~~identities~~defense, ~~personalities~~transportation and ~~preferences~~entertainment.

~~We believe that our plans for virtual performances of Michael Jackson, Elvis Presley and Marilyn Monroe provide us with the foundation for significant growth in our core business.~~11

Pulse Entertainment produced a computer-generated and animated human likeness of the late popular entertainer Michael Jackson that appeared in a live performance at the Billboard Music Awards on May 18, 2014. The virtual performance of Michael contributed to the award show’s highest television viewership in 13 years and an 11-year high in advertising in the demographic of viewers aged 18 to 49. This production reached approximately 11 million television viewers during the initial ABC network broadcast, followed by more than 51 million online views through YouTube and Vevo and generated more than 2,400 news articles and an estimated 98 billion internet impressions for the Michael Jackson hologram and more than 300 million internet impressions estimated for Pulse Entertainment and members of its management. In addition, August and October, 2014 respectively, we entered into multi-year agreements with the owner of the likeness, appearance, and publicity rights of Elvis Presley and Marilyn Monroe to develop entertainment projects that utilize a realistic computer-generated image of these celebrities. These celebrities are among the world’s most famous talent. We plan to use the computer-generated likeness to create entertainment and branding revenue opportunities for us, generated from holographic performances in live shows and commercials which we believe will provide us with a foundation for significant future growth in our core business.

Current Business Focus on Digital Celebrities in Media and Entertainment

Today, we are a recognized pioneer and leading developer of hyper-realistic digital humans for holographic live performances, virtual reality, augmented reality and artificial intelligence. Founded by the producers of the world’s most globally recognized digital humans, we are focused on the development of computer-generated digital humans for entertainment and media applications, such as live and holographic concerts, virtual reality, advertising, feature films and branded content. In this regard, we are principally focused on generating revenues from key agreements with the celebrity estates of Michael Jackson, Elvis Presley and Marilyn Monroe.

Our leadership team is currently focused on applications of digital humans and celebrities in media and entertainment. We believe the entertainment industry provides us with attractive near-term opportunities to put digital humans to work in proven performance-oriented business models, while also allowing us to use the visibility of our globally recognized celebrities to showcase our digital human technologies and their applications across other industries. Accordingly, our current business plan is to generate revenues from our digital human representations of three of the world’s best-known late celebrities – Michael Jackson, Elvis Presley and Marilyn Monroe – in full length entertainment experiences, brand marketing events and digital products.

We have entered into unique, exclusive digital likeness rights agreements with the estates of Michael Jackson, Elvis Presley and Marilyn Monroe, to produce hyper-realistic digital likenesses of these late celebrities and to participate in a share of revenues that could be realized through the performances of such digital humans in diverse entertainment and media applications. Revenues from the estates of these late celebrities rank them among the top earning celebrity estates in the world, with estimated aggregate earnings in 2014 in excess of $200,000,000 as stated by Forbes.com. The revenues of these estates have been derived primarily from licensing the still and motion picture images and recordings captured when the respective celebrities were alive. Further, they are based on clippings, outtakes and performances from the lives and careers of the historical celebrities. We believe that our first live presentation of the Virtual Michael Jackson performance demonstrated that we are able to re-launch the careers of deceased celebrities. More than staging an encore to their historical careers of Michael Jackson, Elvis Presley and Marilyn Monroe, the virtual performances will be judiciously and compellingly contemporized and made relevant to whole new audiences through new performance forms and media. We are poised to create virtual celebrities that can do things and go places their historical originals never could, while remaining true to their original values, identities, personalities and preferences.

We believe that our plans for virtual performances of Michael Jackson, Elvis Presley and Marilyn Monroe provide us with the foundation for significant growth in our core business, which is initially focused on media and entertainment.

Long term opportunities for Digital Humans in Virtual Reality, Augmented Reality and Artificial Intelligence

We believe that digital humans have applications far beyond entertainment. We expect they will not only perform on stage or in film, as has already been witnessed, but they will also represent us individually as digital likeness avatars, in realistic and fantasy form, appearing on our behalf, and interact in electronic and mobile communication, social media, video games and virtual reality. We believe digital humans will ultimately provide a relatable human interface for artificial intelligence applications, “thinking” machine systems that, through the technology, will appear as realistic communicating humans through mobile devices, digital signage, classrooms and through lightweight wearable augmented reality glasses and virtual reality headsets.

Beyond our immediate focus on entertainment, we are devoting resources to developing the role of digital humans in virtual reality and in artificial intelligence. In the first quarter of our fiscal year ending June 30, 2016, we entered into a development relationship, creating digital humans and content, for a leading virtual reality industry company. The initiative has enabled us to further develop our proprietary human animation technologies and position for entry into the high-growth virtual reality industry. We intend to position ourselves as a leading content contributor to the industries of virtual reality and augmented reality. The formation of strategic partnerships with leading companies in the emerging and well-capitalized industries of virtual reality and augmented reality will continue to be a focus of our development efforts and shareholder value objectives.

As we believe that market demand for digital humans, is considerably greater than our current capacity to meet such demand, we will remain focused on the production of technology and content to support performances and concert tours related to our leading celebrity properties. During this period of development and launch of our live entertainment business, our plans to develop digital humans for other applications, such as artificial intelligence and virtual reality, will be developed through the establishment of joint ventures with third parties, some of which may be affiliated with related parties, that can be separately funded and staffed appropriately to support such opportunities. In 2015, we created one such joint venture, Pulse Biologic, to focus on digital human animation in the surgical simulation and life sciences industries. In 2016, we plan to create a joint venture with a related party to explore the use of digital humans in artificial intelligence.

On February 26, 2016, we entered into an agreement to purchase 100% of the share capital of Float Hybrid Entertainment, Inc., a developer of interactive experiences for brands such as Pepsi, Microsoft, GE, AKQA, Ericsson, XBOX and Anheuser-Busch. Float was also a founding developer of the Kinect depth sensor platform and has deep experience of development for a number of yet-to-be-released Virtual and Augmented Reality Platforms. We believe that Float’s practical experience with creating real-time interactive experiences on a wide range of emerging platforms combined with Pulse’s market leading digital human technology has positioned us to be a leading pioneer in the delivery of digital human experiences to a wide range of brands and customers, especially in the virtual and augmented reality arena.

Plan of Operations and Liquidity

AsWe ~~of the date of this report, we~~ have raised approximately $916.9 million ~~since~~from ~~our~~ inception through June 30, 2015, and are highly dependent on raising capital to fund our ~~start-up~~startup and growth strategies. Our core business is initially focused on the media and entertainment business, principally 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, we have chosen to pursue a model whereby we provide virtual performers for appearances and collect royalties when we have an ownership interest in the intellectual property rights for the virtual performer (the “Talent Model”). Under the Talent Model, we may permit other producers to create performances that make use of virtual performers created by Pulse Entertainment.

AsWe ofintend ~~the~~to ~~date~~fund ofan ~~this~~initial ~~report,~~portion weof ~~have~~show ~~raised~~specific ~~approximately~~production ~~$9.9~~costs ~~million~~from ~~since~~internal ~~our inception~~sources. WeOnce ~~believe~~a ~~that~~live ~~our~~show ~~current~~is ~~capital~~“green lit”, ~~resources~~we ~~are~~will ~~adequate~~set ~~for~~up ~~pursuing~~a ~~our~~production ~~core~~entity ~~business~~for in the ~~coming~~purposes ~~year.~~of ~~However,~~producing toand operating the ~~extent~~show. We anticipate that ~~full~~a ~~development~~large ofportion ~~the~~of ~~Company’s~~these ~~growth~~show ~~opportunities~~specific ~~requires~~costs ~~forming~~will ~~strategic~~be ~~alliances~~funded by third parties, ~~raising~~including ~~additional~~affiliated ~~equity~~production ~~capital~~companies, orassociated ~~raising~~celebrity ~~production~~estates, ~~capital~~corporate insponsors ~~the~~and ~~form~~other ofentertainment ~~equity~~finance orvehicles. ~~non-recourse~~We ~~debt~~do not, orhowever, ~~other~~currently ~~forms~~have ofany ~~financing,~~such wefunding ~~are~~or ~~prepared~~financing arrangements tocurrently doin soplace.

We are also exploring and developing 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.

We may in the future execute our business plan using a blend of the Talent and Producer Models. Under both models, we expect to earn services revenues on all digital construction, animation, and production services that we provide, plus royalties when the work involves intellectual property rights we hold. 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 Talent”), and to what extent we carry a concentration of creative and production resources in-house (“In-House Talent”).

While execution of the Producer Model enables us to capture more of the value created by the virtual performers, it also requires us 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 Talent gives us 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.

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. Furthermore, since the Share Exchange occurred after our June 30, 2014 fiscal year end, the following discussion and analysis does not include the financial results or operations of Pulse Entertainment. The unaudited pro forma balance sheet as of June 30, 2014 and unaudited pro forma statements of operations for the period October 10, 2013 (inception) to June 30, 2014 of Pulse Entertainment and our company are included in “— Results of Operations” presented below and in our Form 8-K filed with the SEC on October 7, 2014.

2113

Results of Operations

The following ~~comparative~~ 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 ~~year~~fiscal ~~ended June 30, 2014 and the period from May 31, 2013 (inception) through June 30, 2013. For comparative purposes, we are comparing the~~ year ended June 30, ~~2014~~2015 toand ~~the~~ period from ~~May~~October 3110, 2013 ~~(inception)~~ through June 30, ~~2013~~2014.

~~Pulse Evolution had no operating revenues since inception on May 31, 2013, through June 30, 2014. The activities have been financed from the sales of common stock for aggregate proceeds of $60,600.~~Revenues

~~For~~Revenues during the ~~years~~year ended June 30, ~~2014~~2015 and ~~2013~~period from October 10, we2013 ~~incurred~~through ~~operating~~June ~~expenses~~30, of2014 were $6188,~~981~~151 and $71,~~930~~451,534, respectively. ~~For the year ended~~ ~~June~~Revenues ~~30,~~in 2014, ~~expenses~~included ~~consist~~amounts ofreceived ~~$20,800~~by ofthe ~~research~~Company ~~and~~for ~~development~~work ~~costs,~~on ~~$8,435~~the ofMichael ~~general~~Jackson ~~administrative~~Billboard ~~expenses~~Awards ~~and $32~~presentation,~~746~~ whereas ofin ~~professional~~2015 ~~fees.~~the ~~Our~~Company ~~May~~focused ~~31,~~on ~~2013~~core ~~(inception)~~technology ~~through~~development ~~June~~in ~~30,~~preparation ~~2013~~for ~~expenses~~large ~~consist~~scale oftheatrical ~~$7,930 of professional fees~~productions.

~~For~~Costs ~~the years ended June 30, 2014~~ and ~~May 31, 2013 (inception) through June 30, 2013, we incurred net losses of $61,981 and $7,930, respectively.~~Expenses

~~General~~For the years ended June 30, 2015 and ~~administrative~~period ~~expenses~~from ~~consist~~October ~~primarily~~10, of2013 ~~professional~~through ~~fees.~~June ~~General~~30, ~~and~~2014, ~~administrative~~we incurred operating expenses ~~were~~of $4113,~~181~~115,411 and $9,774,946, respectively. The principal components of operating expenses for the year ended June 30, ~~2014~~2015, ~~compared~~are topayroll and contract services of $7,~~930~~425,602 ~~for~~(2014: ~~the~~$2,976,558), ~~period~~professional ~~from~~fees ~~inception~~of on$1,871,017 ~~May~~(2014: 31$747,431), ~~2013~~public ~~through~~company ~~June~~costs 30of $1,083,565 ~~2013.~~(2014: ~~The~~not ~~increase~~separately ~~was~~recorded) ~~due to~~and ~~increased~~general ~~professional~~& ~~fees~~administrative ~~which~~expenses ~~consisted~~ of ~~legal~~$2,735,227 ~~and~~(2014: ~~accounting fees~~$6,050,956, ~~and~~which ~~transfer~~included physical ~~agent~~production ~~fees~~costs). ~~Professional~~In ~~fees were $32~~2014,~~746 for~~ ~~the~~a ~~year~~significant ~~ended~~portion ~~June~~of ~~30,~~our ~~2014~~operating ~~compared~~cost related to ~~$7,930~~the ~~for~~development and physical production of the ~~period~~Michael ~~from~~Jackson ~~inception~~Billboard onAwards ~~May~~show. 31In 2015, ~~2013~~the ~~through~~majority ~~June~~of ~~30,~~our ~~2013,~~operating anexpenses ~~increase~~are devoted to the development of ~~$24,816,~~digital orlikeness ~~413%.~~assets ~~Transfer~~and ~~agent~~entertainment ~~fees~~properties ~~were~~related ~~$5,000~~to ~~for~~our revenue share agreements with the ~~year~~estates ~~ended~~of ~~June~~Michael 30Jackson, Elvis ~~2014~~Presley ~~compared~~and toMarilyn $0Monroe. ~~for~~The ~~the~~increase ~~period~~in operating expenses from ~~inception on~~2014 ~~May~~to ~~31,~~2015 ~~2013~~is ~~through~~a ~~June~~result ~~30,~~of ~~2013~~a longer fiscal period, additional anprofessional ~~increase~~fees ofand ~~$5,000,~~public orcompany ~~100%.~~costs ~~The~~and ~~increase~~the ~~results~~focus ~~from~~on ~~our~~development ~~transition~~multiple todigital ~~using~~likenesses aand ~~transfer~~the underlying ~~agent~~technology and tools, offset by the lack of a major event during the year.

~~Research~~Though ~~and~~it ~~development~~would ~~expenses~~be ~~consist~~customary ofin ~~software~~the ~~development~~entertainment ~~charges.~~industry ~~These~~to ~~charges~~capitalize ~~were~~such ~~$20,800~~expenses as assets available for future use, thus far have expensed the ~~year~~material ~~ended~~portions ~~June~~of ~~30,~~the ~~2014~~costs of building our principal character assets and developing our shows. We anticipate ~~compared~~continuing tothis $0practice until such time as there is either a proven business model for the ~~period~~continuing ~~from~~performance ~~inception~~and onappearance of ~~May~~our 31digital celebrities, ~~2013~~or ~~through~~upon ~~June~~our ~~30,~~entering ~~2013.~~into ~~The~~an ~~increase~~agreement ~~was~~to ~~due~~commence toa ~~software~~specific ~~beginning~~theatrical production featuring one ~~the~~of ~~development~~our ~~phase~~digital celebrities.

~~Pro~~Net ~~forma financial data~~Loss

WeNet ~~believe~~loss ~~that~~during the ~~following~~years ~~unaudited~~ended ~~pro forma balance sheet as of~~ June 30, ~~2014~~2015 and ~~unaudited pro forma statements of operations for the~~ period from October 10, 2013 ~~(inception)~~through to June 30, 2014 ~~for~~was ~~our company and Pulse Entertainment are meaningful to investors. They are based on~~$13,027,260 and ~~should be read in conjunction with:~~$8,323,412, respectively.

	●	Pulse Entertainment Corporation’s (“Pulse Entertainment”) audited financial statements for the fiscal year ended June 30, 2014;
	●	Pulse Evolution Corporation’s (“Pulse Evolution”) audited financial statements for the fiscal year ended June 30, 2014 which appear elsewhere in this report.

The pro forma financial statements give effect to the share exchange pursuant to the September 26, 2014 Share Exchange Agreement entered into among Pulse Entertainment, its shareholders and Pulse Evolution as if the transaction had taken place on the date or at the beginning of the period presented. Under the terms of the Share Exchange Agreement, Pulse Evolution exchanged 35,827,309 shares of its common stock for 17,466,383 shares of Pulse Entertainment common stock representing 81.11% of the issued and outstanding common stock of Pulse Entertainment.

The unaudited pro forma financial statements are for informational purposes only, are not indications of future performance, and should not be considered indicative of actual results that would have been achieved had the recapitalization transactions actually been consummated on the dates or at the beginning of the periods presented.

	Pulse Evolution Corporation			Pulse Entertainment Corporation						Pro Forma
Pro Forma Balance Sheet Data:	June 30, 2014			June 30, 2014			Adjustments			June 30, 2014
Current assets:
Cash and cash equivalents	$	-		$	1,539,719		$	-		$	1,539,719
Prepaid legal fees		-			134,675			-			134,675
Other prepaid expenses, other current assets and fixed assets		-			92,909			-			92,909
Investment in Pulse Entertainment Corporation		-			-			-			-
Total assets		-		$	1,767,303		$	-		$	1,767,303
Liabilities and Shareholders’ Equity (Deficit)
Accounts payable and accrued liabilities		9,311		$	1,017,575		$	-		$	1,026,886
Shareholders’ equity (deficit):
Common stock		73,800			2,153			(64,990	)(1)		10,963
Additional paid in capital		(13,200	)		9,224,263			64,990	(1)		9,247,253
								(28,800	)(1)
Subscription receivable		-			(153,276	)		-			(153,276	)
Accumulated deficit		(69,911	)		(8,323,412	)		69,911	(1)		(6,750,287	)
								1,573,125	(1)
Total shareholders’ equity (deficit) before non-controlling interest		(9,311	)		749,728			1,614,236			2,354,653
Non-controlling interest		-			-			(1,614,236	(1)		(1,614,236	)
Total shareholders’ equity (deficit)		(9,311	)		749,728			-			740,417
Total liabilities and shareholders’ equity (deficit)	$	-		$	1,767,303		$	-		$	1,767,303

(1) To record equity transactions as if the acquisition of Pulse Entertainment Corporation had occurred on June 30, 2014.

The table below sets forth the results of operations for the period ending June 30, 2014 as if Pulse Evolution Corporation had acquired its majority ownership stake in Pulse Entertainment Corporation as of the beginning of the fiscal year:

										Pro Forma
Pro Forma Statement of Operations Data:	Pulse Evolution Corporation			Pulse Entertainment Corporation			Adjustments			For the Year Ended June 30, 2014
Revenues	$	-		$	1,451,534		$	-		$	1,451,534
Operating costs and expenses:
Digital build, animation and production services		-			5,591,110			-			5,591,110
Selling, general and administrative		41,181			4,183,836			-			4,225,017
Research and development		20,800			-			-			20,800
Total operating expenses		61,981			9,774,946			-			9,836,927
Loss from operations		(61,981	)		(8,323,412	)		-			(8,385,393	)
Loss before income taxes		(61,981	)		(8,323,412	)		-			(8,385,393	)
Provision for income taxes		-			-			-			-
Net loss before non-controlling interest		(61,981	)		(8,323,412	)		-			(8,385,393	)
Net loss attributable to non-controlling interests		-			-			1,573,125	(2)		1,573,125
Net loss attributable to Pulse Evolution Corporation shareholders	$	(61,981	)	$	(8,323,412	)	$	1,573,125		$	(6,812,268	)
Weighted average number of shares outstanding:
Basic and fully diluted		105,428,307	(1)								105,428,307	(1)
Net income per share attributable to Pulse Evolution Corporation shareholders:
Basic and diluted loss per share	$	(0.0006	)							$	(0.0646	)

(1) Basic and fully diluted weighted average number of shares has been adjusted to reflect the shares outstanding as if the share exchange had been effectuated at the beginning of year.

(2) Amounts charged to non-controlling interest for Pulse Entertainment Corporation pro forma results of operations prior to the acquisition date as if the acquisition of Pulse Entertainment Corporation had occurred on June 30, 2014.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At June 30, ~~2014~~2015 and ~~2013~~June 30, 2014, we had a cash balance of $0899,174 and $151,~~070~~539,719, respectively~~. At June 30~~, ~~2014~~ and ~~2013, we had~~ working capital (deficit) of $(9$2,~~311~~096,088) and $10726,~~070~~842, respectively.

Net cash used in operating activities was $579,~~670~~723,313 and $6,162,016 for the year ended June 30, ~~2014,~~2015 ~~compared~~and ~~to $2,930 for the~~ period from ~~inception (May~~October 3110, 2013) through to June 30, ~~2013~~2014, respectively. The increase in cash used in operating activities ~~of $54,740~~ was primarily a result of ~~increases~~the net loss infrom ~~research~~operations ~~and~~before ~~development~~non-controlling ~~fees~~interests of ~~approximately~~$13,027,260 for the year ended June 30, 2015, compared to $218,~~000~~323,412 ~~incurred~~for inthe period from October 10, 2013 through June 30, 2014 and the ~~development~~purchase of ~~the~~$1,000,000 ~~prior~~of ~~business~~licensing ~~and~~rights ~~increases~~during inthe ~~professional~~year ended June ~~fees~~30, of2015, ~~approximately~~offset by accounts payable of $331,~~000~~349,638 mainly due to shares to be issued for services and payroll accruals, as well as the changes in various other balances.

Net cash used in investing activities was $027,174 and $9,805 for the fiscal year ended June 30, ~~2014~~2015 and ~~for the~~ period from ~~May~~October 3110, 2013 ~~(inception) to~~ through June 30, ~~2013~~2014, respectively. The increase was primarily a result of the purchase of property and equipment.

Net cash provided by financing activities during the year ended June 30, 2014, was $42,600 compared to $18,000 for the period from May 31, 2013 (inception) to June 30, 2013. Cash provided by financing activities was a result of additional sales of our common stock.14

~~Beginning~~Net oncash ~~July~~provided ~~15,~~by ~~2014,~~financing ~~and~~activities ~~continuing~~was ~~through~~$9,109,942 ~~the~~and ~~date hereof~~$7,711,540 wefor ~~have~~the ~~sold~~fiscal anyear ~~aggregate~~ended ofJune 430,~~855,000~~ ~~shares~~2015 ofand ~~our~~period ~~common~~from ~~stock for~~October a10, ~~total~~2013 ~~sales~~through ~~price~~June of30, $22014,~~225,000~~ respectively. WeThe ~~intend~~increase towas ~~use~~primarily ~~the~~a ~~proceeds~~result ~~for~~of ~~working~~additional ~~capital~~sales ~~purposes.~~of Onour acommon ~~consolidated~~and ~~basis~~preferred stock, ~~our~~net ~~Company and~~of ~~Pulse~~stock ~~Entertainment~~issuance ~~have raised approximately $9~~costs.~~935 million since their inceptions.~~

Issuances of our Common Stock

As is more fully described in Note 7 to our consolidated financial statements contained elsewhere in this annual report on Form 10-K, we have raised approximately $16.9 million from inception through June 30, 2015 through the issuances of our common stock.

Common Stock and Preferred Stock Issued in Private Placements

From July 2014 until June 30, 2015, we sold (i) an aggregate of 9,691,185 shares of our common stock at an average price of $0.53 per share, for total proceeds of $5,059,308, which are net of fees of $116,060, and (ii) an aggregate of 6,000,000 shares of our preferred shares at an average price of $0.62, for total proceeds of $3,718,613.

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 owned an 81.1% interest at that time. In October 2014, under the terms of the Share Exchange Agreement, 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% from 81.1%. In April 2015, under the terms of the Share Exchange Agreement, the Company issued 6,801,268 shares of its unregistered common stock to shareholders of Pulse Entertainment in exchange for 1,228,000 shares of its common stock raising its ownership percentage in Pulse Entertainment to 99.5% from 93.8%. In June 2015, the Company issued 398,772 shares of its unregistered common stock to shareholders of Pulse Entertainment in exchange for 72,000 shares of its common stock, raising its ownership percentage in Pulse Entertainment to 99.9%. On July 30, 2015, the remaining 36,000 shares of Pulse Entertainment common stock were exchanged by the Pulse Entertainment shareholder pursuant to the Share Exchange Agreement for 199,386 shares of the Company’s unregistered common stock, which is when Pulse Entertainment became a wholly owned subsidiary of the Company.

Common Stock Issued in Payment of Subsidiary Payable

Pulse Entertainment entered into an Investor Introduction Agreement (the “Introduction Agreement”) with an international advisory services group (the “Advisor”) in March 2014. Pursuant to the terms of the Introduction Agreement, the Advisor agreed 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. Pulse Entertainment agreed to pay the Advisor a success fee in cash equal to 6% of all investments resulting from introductions by the Advisor. In addition, the Advisor is entitled to Pulse Entertainment shares equal to 3% 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. As of March 31, 2015, the Company recorded the par value of the stock at $1,492 and additional paid in capital of $455,191.

Common Stock and Stock Options 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.

Pulse Entertainment entered 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:

	●	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.

The Business Development Agreement was terminated in September 2014. As of June 2015, 125,000 stock options to the Consultant in Pulse Entertainment were vested but not yet issued.

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 nonrefundable 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 December 31, 2014. This agreement has been terminated as of December 31, 2014.

During the year ended June 30, 2015, the Company issued 1,598,906 shares of its common stock to the Advisor in payment of the services provided under the Agreement. As of June 30, 2015, the Company recorded the par value of the stock at $1,599 and additional paid in capital of $521,369.

During the year ended June 30, 2015, the Company issued 124,268 shares of its common stock to a consultant in payment of the services to the Company’s fundraising efforts. As of June 30, 2015, the Company recorded the par value of the stock at $124 and additional paid in capital of $76,922.

On June 30, 2015, the Company issued warrants to a shareholder for their services provided during the capital raise of the preferred stock purchased during the period of January through June 2015. The shareholder was issued a warrant to purchase 324,000 shares of common stock at a price per share equal to $0.01. The warrants have a term of 5 years.

During the year ended June 30, 2015, the Company issued 635,107 shares of its common stock to various vendors in payment of the services provided under their individual agreements, where the Company recorded the par value of the stock at $635 and additional paid in capital of $393,324.

Common Stock Isssued in Private Placement

In July 2015, the Company entered into a stock purchase agreement with Mr. Taku Toguichi, Chairman and CEO of SpaceBoy, a Japan-based artificial intelligence company with which the Company intends to be engaged in the development of digital humans for artificial intelligence. Pursuant to the terms of this agreement, Mr. Toguichi funded $806,000 in exchange for 1,300,000 shares of unregistered common stock.

Cash Requirements

~~Our~~The Company broadly consists of a Core operations, management and administration team and In-House Production Talent. Upon commencement of production of a specific concert or theatrical show, the In-House Production Talent team would be required to provide animation services related to the performance of the primary celebrity character, such services to be funded by a show-specific production entity that would likely be managed by the Company and funded materially by third-party entertainment production investors. While we intend to fund an initial portion of production costs of a show from internal sources, we expect a large portion of these costs to be funded by such third parties, including affiliated production companies, associated celebrity estates, corporate sponsors and other entertainment finance vehicles. We do not, however, currently have any such funding or financing arrangements currently in place. Our ability to fund our ~~operations~~In-House Production Talent and meet our obligations on a timely basis isrelies ~~dependent~~ on our ability to ~~match~~raise ~~our~~funds ~~available~~for ~~financial resources~~the productions. If we are unable to ~~our~~successfully ~~operating~~raise ~~model~~sufficient ~~(Talent~~production ~~vs.~~capital ~~Producer)~~through future debt and equity ~~our~~financings ~~execution~~or ~~strategy~~strategic ~~(Contract~~and ~~Talent~~collaborative ~~vs.~~ventures ~~In-House~~with ~~Talent).~~potential ~~The~~partners, ~~decisions~~ we ~~make~~would ~~with~~likely ~~regard~~have to ~~operating~~reduce ~~model~~our ~~and~~dependence on ~~execution~~In-house ~~strategy~~Production ~~drive~~Talent ~~the~~and ~~level~~limit ofmany, ~~capital~~if ~~required~~not ~~and~~all, ~~the~~of ~~level~~our ofactivities ~~its~~as ~~financial obligations~~a producer.

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.16

25We have raised approximately $16.9 million of core development capital from inception through June 30, 2015. Our plan to develop, produce and operate full scale productions will require significant direct funding, similar to that of a mid-sized theatrical show. Until we secure production capital and generate revenues, the company will continue to rely on raising capital to support the development of technology and digital likenesses of its portfolio of celebrities. We believe that full scale shows will require in excess of $25m of development and operating financing and we plan to fund each of our productions within a production entity, similar to the structure used by movie studios.

~~Off~~Subsequent ~~Balance~~to ~~Sheet~~the ~~Arrangements~~year end, the Company sourced several short term bridge loans and equity investments, as detailed in note 12 (Subsequent Events). Notably, in January 2016, we secured a $10m equity investment from Original Force and U9. We have analyzed its liquidity requirements and have determined that we have sufficient liquidity to execute our business plan Model for the 12 months from the balance sheet date and beyond that will be raising production funds to support the launch of our shows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect liquidity, capital resources, market risk support and credit risk support or other benefits.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Critical accounting policies are those we believe are both most important to the portrayal of our financial condition and results, and require 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.

~~Revenue~~Intangible ~~Recognition~~Assets

WeDefinite-lived ~~have~~intangibles, ~~entered~~which ~~into~~are ~~production~~made ~~services~~up ~~agreements with the estates~~ of ~~deceased~~license ~~celebrities~~agreements ~~that~~as ~~provide~~described ~~revenues~~in ~~based~~Note on3 ~~certain production~~Intangible ~~services.~~and ~~Revenue~~Other isAssets, ~~recognized~~are amortized on a straight-line basis over ~~each~~their ~~contract~~useful ~~period,~~lives. asWe ~~defined~~review our intangible assets for impairment whenever events or changes in ~~each~~circumstances ~~agreement~~indicate that the carrying amount of the assets may not be recoverable. As ~~the~~ ~~production~~of ~~services~~June ~~are~~30, ~~rendered~~2015, ~~revenue~~we have determined that there is ~~recognized~~no impairment of the intangible assets.

~~Production~~Stock ~~Costs~~based Compensation

~~Production~~ASC ~~costs~~718, ~~consist~~“Compensation ~~primarily~~Stock Compensation” requires recognition in the financial statements of ~~amounts~~the ~~due~~cost toof ~~third-party~~employee ~~providers~~services received ~~that~~in exchange for an award of equity instruments over the ~~Company~~period ~~uses~~the toemployee ~~help~~is ~~create~~required ~~and~~to ~~deliver~~perform the ~~Company’s~~services in exchange ~~digital~~for ~~and~~the ~~live~~award ~~performance~~(presumptively ~~productions~~the vesting period). ~~Under~~We measure the ~~percentage-~~cost of~~-completion~~ ~~contract~~employee ~~accounting~~services ~~method,~~received ~~Financial~~in ~~Accounting~~exchange for an award based ~~Standards~~on ~~Board~~the ~~(“FASB”)~~grant ~~Accounting~~date ~~Standards~~fair ~~Codification~~value (“of the award. We account for nonemployee share based awards based upon ASC 505-50, “Equity Based Payments to Non Employees.”) ~~Subtopic~~ASC ~~605~~505-~~35,~~50 ~~when~~requires the ~~current~~costs ~~estimates~~of goods and services received in exchange for an award of equity instruments to be recognized using the ~~percentage~~fair value of ~~completion~~the ~~method~~goods ~~for~~and ~~determining~~services ~~total~~or ~~contract~~the ~~revenues~~fair ~~costs~~value ~~indicate~~of athe ~~loss~~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 ~~provision~~performance ~~for~~commitment is reached or the ~~entire~~date that performance is complete. Generally, our awards do not entail ~~loss~~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 ~~contract~~value ~~should~~on bethat 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.

~~Cash~~ 17

Our cash consists of funds deposited in bank accounts.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing our net income available to common stockholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has not issued any options or warrants or similar securities since inception.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The financial statements and schedules referred to in the index contained on page F-1 of this annual report are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

~~Our~~We ~~management~~maintain ~~conducted~~disclosure ancontrols ~~evaluation,~~and ~~with~~procedures ~~the~~designed ~~participation~~to ofensure ~~our~~that ~~Chief~~information ~~Executive~~required ~~Officer~~to ~~who~~be isdisclosed ~~our~~in ~~principal~~the ~~executive~~reports ~~officer~~that we ~~and~~file ~~our~~or ~~Chief~~submit ~~Financial~~under ~~Officer~~the ~~who~~Exchange Act is ~~our~~recorded, ~~principal~~processed, ~~financial~~summarized and ~~accounting~~reported ~~officer,~~within ofthe time periods specified in the rules ~~effectiveness~~and forms of the SEC, and that such information is accumulated and communicated to management, including our ~~disclosure~~Chief Executive ~~controls~~Officer and ~~procedures~~Chief (Financial Officer, as ~~defined~~appropriate into ~~Rules~~allow ~~13a-15(e)~~timely ~~and~~decisions ~~15d-15(e)~~regarding ~~under~~required ~~the~~disclosure. ~~Securities~~Our ~~Exchange~~management, ~~Act~~with the participation of ~~1934~~our (Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the ~~“Exchange~~effectiveness of ~~Act”))~~our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, ~~2014~~2015.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our consolidated financial statements and related information. Management uses its best judgment to ensure that the consolidated financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the ~~Securities~~ Exchange Act ~~of 1934~~. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions;; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization;; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission published in 1992 and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal controls over financial reporting were not effective as of June 30, 2014. We have identified the following material weaknesses as of June 30, 2014:18

	●	The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with the Company’s financial and disclosure reporting requirements.
	●	The Company did not timely file all required reports on Form 8-K.

Under the supervision of management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2015. We have identified the following material weaknesses as of June 30, 2015:

	●	The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with the Company’s financial and disclosure reporting requirements.

	●	The Company did not timely file all required reports.

Remediation of Material Weakness in Internal Control

We believe the following actions we have taken since June 30, ~~2014~~2015 and are taking will be sufficient to remediate the material weaknesses described above:

● We hired a contract Chief Financial Officer, ~~a controller~~ and ana ~~accounting~~Controller ~~manager~~ with the requisite expertise in U.S. generally accepted accounting principles and public company reporting, and ● Management has begun the implementation of policies and procedures that will be monitored and reviewed on a periodic basis to identify and record transactions on a timely basis as they occur to make sure they are recorded accurately and to allow timely decisions regarding required disclosure.

Management believes the actions described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. As we work towards improvement of our internal control over financial reporting and implement the remediation measures, we ~~may~~will supplement or modify these remediation measures as appropriate.

Our management, including our Chief Executive Officer ~~and our Chief Financial Officer~~, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

27This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s Report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only Management’s Report in this annual report.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, ~~2014~~2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

~~Part III~~19

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the names and ages of our directors and executive officers and their principal occupations at present and for at least the past five years.

Name	Age	Positions and Offices to be Held
John Textor	4950	Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer
Rene Eichenberger	5455	Vice- Chairman of the Board of Directors
Frank Patterson	5354	Chief ~~Executive~~Creative Officer and Director. Formerly Chief Executive Officer
Jim Berney	4849	President and Head of Studio Production
William Krueger	55	Executive Vice President and Chief Financial Officer

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of ~~Directors~~directors. ~~Our Board of Directors appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors.~~

John Textor has been Chairman of our Board of Directors since May 2014 and the Chairman of the Board of Directors of Pulse Entertainment since founding this company in October, of 2013. ~~Mr.~~He ~~Textor~~has isbeen anacting ~~active,~~Chief ~~full-time~~Financial ~~resource~~Officer tosince ~~the~~January 2015 and acting Chief Executive Officer ~~and~~since May 2015 when, according to the ~~President~~by-~~Head~~laws of ~~Studio~~the Company, he filled vacancies left by predecessors. Mr. HeTextor ~~will~~is bewidely ~~principally~~credited as a pioneer of the new industry of Virtual Performance, also known as Holographic Entertainment. He is responsible for ~~special~~the ~~projects,~~2012 ~~strategic~~appearance ~~partnerships,~~of ~~rights~~Virtual Tupac Shakur at the Coachella Valley Music Festival in 2012 and the 2014 ~~acquisition~~performance of Virtual Michael Jackson at the 2014 Billboard Music Awards, ~~venue~~the ~~partnerships~~latter generating more than 35 million YouTube views and ~~relationships~~98 ~~with~~billion ~~major~~Internet ~~media~~impressions ~~companies~~worldwide. Mr. Textor is currently active in the development of entertainment properties across a broad spectrum of venues and technology platforms. In addition to his leadership in the extended uses of photo-realistic, digital humans, he is also currently a Producer of Art Story, an original animated feature film currently being developed by Disney veteran filmmaker Aaron Blaise. He was also Producer and Executive Producer of Ender’s ~~Game~~ Game, a science fiction fantasy film released in November 2013. Mr. Textor was previously Chairman and CEO of Digital Domain Productions and Chairman and CEO of its parent company, Digital Domain Media Group, having led its acquisition and restructuring from ~~May~~2005 ~~2006~~ to ~~August~~ 2012. Together the Digital Domain companies were responsible for the visual effects of more than 80 large scale feature films, 25 of which were completed during Mr. Textor’s leadership, including such films as Transformers , Flags of our Fathers , Tron: Legacy , Real Steel and Pirates of the Caribbean at World’s End. During Mr. Textor’s leadership, Digital Domain was ~~re-established~~reestablished as a market leader in visual effects, winning multiple Academy Awards®, Clio advertising awards and, importantly, being recognized as the first visual effects company to deliver a believable digital human actor in The Curious Case of Benjamin Button. This achievement, ~~known as the ‘Holy Grail of Animation’,~~ earned the company a 2009 Academy Award® for Achievement in Visual Effects. ~~The hour long performance of the company’s digital~~ ~~actor was so convincing to audiences and the Academy voters that the film also received an Academy Award for Best Make-up, though the character performance was entirely digitally created.~~ Other highlights during Mr. Textor’s tenure included the ~~break-through introduction~~Virtual ~~of a digital~~ Tupac Shakur ~~at the Coachella Valley Music festival in 2012~~, the consummation of a joint venture for ~~the~~ the digital resurrection of Elvis Presley, the creation of a first of its kind, dual-enrollment Bachelor’s program with ~~Florida~~ Florida State University, the completion of a $100 million joint venture agreement with the sovereign media authority of Abu Dhabi ~~and~~ and the transformation of Digital Domain into a film production and intellectual property company with the co-production of Ender’s Game.

AsMr. ~~the~~Textor ~~Chairman~~is ofalso the ~~Board~~Founder of ~~Directors~~Wyndcrest ofHoldings, ~~our~~LLC, a Florida-based private holding company focused on technology-related opportunities in entertainment, Mrtelecommunications and the Internet, and has served as its (and its predecessor’s) President since 1997. Wyndcrest ~~Textor~~was ~~brings~~best ~~our~~known ~~board~~for ~~his~~its ~~considerable~~role ~~experience~~as an early lead investor in Art Technology Group (then NASDAQ “ARTG”), a principal pioneer of internet personalization technology that achieved a liquid $10.5 billion valuation as one of the ~~strategic~~most successful IPOs ~~planning~~of 1999. He also served as the Chairman and ~~growth~~CEO of ~~entertainment~~BabyUniverse, ~~properties~~Inc., ~~and~~a ~~companies~~leading ~~and~~e-tailer ~~qualifies~~of ~~him~~baby-related toproducts, ~~continue~~which Mr. Textor saved from insolvency with only a $300,000 investment in 2001, increasing revenues from $1 million to ~~serve~~$40 asmillion, and selling in October of 2007 for roughly $90 million. Mr. Textor was also a founding director orand ~~our~~the largest shareholder of Virtual Bank, a Florida-based Internet banking startup that ultimately became a multi-billion dollar diversified financial services company. He was also a director of Multicast Media Technologies, Inc., a global provider of Internet-based broadcast media, which was sold successfully to KIT Digital of Czechoslovakia. He was previously Chairman of the Board and principal owner of Sims Snowboards, the world’s 2nd leading snowboard brand, with which Mr. Textor also invented the World Snowboarding Championship. Mr. Textor is a graduate of Wesleyan University in Middletown, CT.

2820

~~René P~~Mr. Textor ~~Eichenberger~~brings ~~has served as the Vice Chairman of~~ our ~~Board~~board ofhis ~~Directors~~considerable ofexperience our company since May 2014 and has been the Executive Vice Chairman of Pulse Entertainment Corp. since October 2013. He is also the Chairman of (Alternative)2 Holding AG, a private equity company based in ~~Zurich, Switzerland since 2005 and~~ the ~~Vice Chairman at Acron AG, an international real estate investment firm headquartered in Zurich, since 2013. From 2011 to 2013, Mr. Eichenberger served as a member of the~~ strategic ~~advisory council~~planning ~~of the ClearSky Power~~ and ~~Technology~~growth ~~Fund, a venture fund sponsored by Nextera/FPL, a leading clean energy company in North America, and he served on the advisory board~~ of ~~Sterling~~entertainment ~~Partners,~~properties ~~a $6 billion private equity firm with offices in Baltimore, Chicago~~ and ~~Miami. Starting his career as an attorney in Switzerland~~companies, ~~Dr. Eichenberger served as General Counsel of Jet Aviation~~ ~~from 1991 to 1998,~~ which ~~under~~qualifies ~~his~~him ~~tenure relocated its worldwide headquarters from Zurich~~ to ~~West~~continue ~~Palm Beach, Florida and was subsequently, positioned as the global leader in general aviation and successfully sold~~ to aserve private equity fund. In 1998, Mr. Eichenberger founded Crossbow Ventures, a venture capital firm located in West Palm Beach. In 2004, he sold Crossbow to Horizon21 in Switzerland and subsequently served as CEO of Horizon21 Private Equity, which grew to over $3 billion in assets under management. Mr. Eichenberger is the former Chairman of the Swiss-American Chamber of Commerce in Florida and served on the board of directors of a ~~number~~director of privately-held companies in North America and Europe. Mr. Eichenberger holds a Ph.D. in law from the University of Zurich and is a graduate of the Venture Capital Institute and of the Executive Program at Stanford University, Graduate School of Business. Mr. Eichenberger’s experience in corporate governance, corporate finance, mergers and acquisitions and business development, as well as his leadership role and board performance, has led our ~~board to conclude that he should continue to serve as a director~~company.

AsRené P. Eichenberger has served as the Vice Chairman of our Board of Directors of our company since May 2014 and has been the Executive Vice Chairman of Pulse Entertainment since October 2013. He has also been the Chairman of (Alternative)2 Holding AG, a private equity company based in Zurich, Switzerland since 2005 and the Vice Chairman at Acron AG, an international real estate investment firm headquartered in Zurich, since 2013. From 2011 to 2013, Mr. Eichenberger ~~brings~~served ~~our~~as a member of the strategic advisory council of the ClearSky Power and Technology Fund, a venture fund sponsored by Nextera/FPL, a leading clean energy company in North America, and he served on the advisory board of Sterling Partners, a $6 billion private equity firm with offices in Baltimore, Chicago and Miami. Starting his ~~considerable~~career ~~experience~~as an attorney in ~~the~~Switzerland, ~~strategic~~Dr. ~~planning~~Eichenberger served as General Counsel of Jet Aviation from 1991 to 1998, which under his tenure relocated its worldwide headquarters from Zurich to West Palm Beach, Florida and was ~~growth~~subsequently ofpositioned ~~companies~~as the global leader in general aviation and ~~qualifies~~successfully ~~him~~sold to ~~continue~~a private equity fund. In 1998, Mr. Eichenberger founded Crossbow Ventures, a venture capital firm located in West Palm Beach. In 2004, he sold Crossbow to ~~serve~~Horizon21 in Switzerland and subsequently served as CEO of Horizon21 Private Equity, which grew to over $3 billion in assets under management. Mr. Eichenberger is the former Chairman of the SwissAmerican Chamber of Commerce in Florida and served on the board of directors of a ~~director~~number orof ~~our~~privately ~~company~~held companies in North America and Europe. Mr. Eichenberger holds a Ph.D. in law from the University of Zurich and is a graduate of the Venture Capital Institute and of the Executive Program at Stanford University, Graduate School of Business.

~~Frank Patterson.~~ Mr. ~~Patterson has served as Pulse Entertainment’s Chief Executive Officer since December, 2013 and as~~ ~~Pulse Evolution~~Eichenberger’s ~~Chief~~experience ~~Executive~~in ~~Officer~~strategic ~~since May 2014. He has served on the faculty of three top-ranked U.S. film schools including the position of dean of the Florida State University College of Motion Picture Arts~~planning, acorporate ~~position he currently holds and has held since July 2003. Previously~~growth, hecorporate ~~was on the faculty of Chapman University from January 2001 through June 2003~~governance, ~~the~~corporate ~~University of Texas from July 1999 through December 2000~~finance, ~~and~~mergers ~~Florida State University from January 1990 through December 1999. Mr. Patterson~~and isacquisitions ~~a 25-year veteran of the entertainment industry who has produced, written~~ and ~~directed~~business ~~feature films~~development, ~~commercials,~~as ~~and~~well aas ~~variety of~~his ~~media~~leadership ~~content~~role ~~for some of the leading agencies in the nation. He most recently produced the Virtual Michael Jackson show on the 2014 Billboard Music Awards, which aired on the ABC Network~~ and ~~widely~~board ~~viewed on YouTube. Throughout his career~~performance, ~~Mr. Patterson~~ has ~~founded~~led ~~several~~our ~~media~~board ~~production~~to ~~companies~~conclude that ~~produced film library assets and profited from the marketing and sale of motion~~ ~~picture~~he ~~intellectual~~should ~~property~~continue in domestic and international markets, including The Houston Cinema Group, Inc. (1988-92), Envisage Media Group, Inc. (1993-99), and Red Hills Motion Picture Releasing Company, LLC (7/2010-2/2011). Mr. Patterson is a highly regarded educator, who was named by “The Hollywood Reporter” one of the nation’s top mentors to aserve ~~generation~~as ~~of Hollywood filmmakers. Mr. Patterson earned~~ a ~~Bachelor of Arts from the Film & Media Division at Baylor University in 1985 and a Master of Arts from the Film & Media Division at Baylor University in 1987~~director.

AsFrank ~~the~~Patterson. Mr. Patterson has served as Pulse Evolution’s Chief Creative Officer since May 2015, and previously served as Pulse Entertainment’s Chief Executive Officer since December 2013 until May 2015 and as Pulse Evolution’s Chief Executive Officer since May 2014 until May 2015. He has served on the faculty of ~~our~~three ~~company~~top-ranked U.S. film schools, Mrincluding the position of dean of the Florida State University College of Motion Picture Arts, a position he currently holds and has held since 2003. ~~Patterson~~Previously, ~~brings~~he ~~our~~was ~~board~~on ~~his~~the ~~considerable~~faculty ~~experience~~of inChapman University from 2001 through 2003, the University of Texas from 1999 through 2000, and Florida State University from 1990 through 1999. Mr. Patterson is a 25-year veteran of the entertainment industry who has produced, written and ~~growth~~directed feature films, commercials, and a variety of media content for some of the leading agencies in the nation. He most recently produced the Virtual Michael Jackson show on the 2014 Billboard Music Awards. Throughout his career, Mr. Patterson has founded several media production companies that produced film library assets and ~~qualifies~~profited ~~him~~from tothe ~~continue~~marketing and sale of motion picture intellectual property in domestic and international markets, including The Houston Cinema Group, Inc. (198892), Envisage Media Group, Inc. (199399), and Red Hills Motion Picture Releasing Company, LLC (201011). Mr. Patterson is a highly regarded educator, who was named by “The Hollywood Reporter” one of the nation’s top mentors to ~~serve~~a asgeneration of Hollywood filmmakers. Mr. Patterson earned a ~~director~~Bachelor orof ~~our~~Arts ~~company~~from the Film & Media Division at Baylor University in 1985 and a Master of Arts from the Film & Media Division at Baylor University in 1987.

~~Jim~~As ~~Berney.~~the ~~Prior~~Chief toCreative ~~joining~~Officer ~~our~~of ~~company in May 2014 as~~ our ~~President and Head of Studio Production~~company, Mr. ~~Berney~~Patterson ~~has~~brings ~~been~~our ~~Head of~~board ~~Studio~~his ~~production~~considerable atexperience ~~Pulse Entertainment since October 2013 and was Head of Studio at Digital Domain~~ in august 2012. He was previously an Academy Award ® -nominated visual effects supervisor at Sony Pictures Imageworks from August 2008 until June 2012, ultimately becoming responsible for creative supervision and direction for all artists at Sony’s Albuquerque visual effects studio. In addition to his regular supervisory responsibilities on projects, he served as General Manager for the ~~first two~~entertainment ~~years of the facility’s infancy. As visual effects supervisor, Mr. Berney worked on numerous notable films including~~industry ~~Green Lantern, I Am Legend,~~ and ~~The~~growth ~~Chronicles~~ of ~~Narnia~~ companies, ~~for~~ which hequalifies ~~was~~him ~~nominated~~to ~~for~~continue anto ~~Academy~~serve Award for Outstanding Visual Effects. Previously, Mr. Berney was the visual effects supervisor for Sony Imageworks from October 1995 until August 2008 and had worked on films including The Matrix Reloaded , The Matrix Revolutions , The Lord of the Rings: The Two Towers , and Harry Potter and the Sorcerer’s Stone. Jim also served as CG supervisor for Hollow Man (2000 Academy Award ® nominee, Best Visual Effects). He received his Master’s degree in Computer Science from California Polytechnic, San Luis Obispo, specializing in the research and development of a ~~new~~director ~~global~~or ~~illumination~~our ~~paradigm~~company. He holds two undergraduate degrees in Computer Science and Economics from the University of California, Irvine, focusing in A.I. research. Berney also studied computer architectures at the Royal Institute of Technology, Stockholm, Sweden.

~~William~~Jim ~~Krueger~~Berney. ~~Mr. Krueger was appointed as our Chief Financial Officer on October 1, 2014.~~ Prior to joining our company, ~~Mr. Krueger~~in ~~was~~May ~~the~~2014 ~~Executive~~as ~~Vice~~our President and ~~Chief~~Head ~~Financial Officer~~ of ~~Pulse~~Studio ~~Entertainment since May 2014. Prior to joining Pulse Entertainment~~Production, Mr. ~~Krueger~~Berney ~~was~~has ~~the~~been ~~Managing~~Head of ~~Director,~~Studio ~~International,~~production ~~with~~at ~~Pritchett~~Pulse LPEntertainment ~~from~~since ~~September~~October 2013 toand ~~April~~was ~~2014.~~Head ~~Pritchett LP~~of isStudio aat ~~leading~~Digital ~~publisher,~~Domain ~~consulting and training firm~~ in ~~the~~2012. ~~areas~~He ofwas ~~merger integration, organizational change, culture and~~previously ~~business~~an ~~process~~Academy ~~optimization.~~Award®nominated ~~From~~visual ~~December~~effects ~~2009~~supervisor ~~through~~at ~~August~~Sony ~~2014,~~Pictures ~~Mr.~~Imageworks ~~Krueger~~from ~~worked~~2008 inuntil ~~Asia~~2012, ~~Europe~~ultimately ~~and~~becoming responsible ~~the~~for ~~U.S.~~creative assupervision ~~a senior advisor~~ and ~~interim~~direction ~~executive~~ for ~~international~~all ~~companies~~artists ~~facing~~at ~~strategic~~Sony’s ~~business~~Albuquerque ~~development~~visual ~~and~~effects ~~financing challenges~~studio. ~~From~~In addition ~~March~~to ~~2002~~his ~~until~~regular ~~December~~supervisory ~~2009,~~responsibilities ~~Mr.~~on ~~Krueger~~projects, ~~was~~he ~~based~~served inas ~~Beijing~~General ~~and~~Manager ~~Hong~~for ~~Kong~~the asfirst ~~Chairman~~two ~~and~~years ~~CEO~~ of ~~Xin~~the ~~De Capital Group, a~~facility’s ~~financial~~infancy. ~~advisory~~As ~~and~~visual ~~principal~~effects ~~investment group active in real estate~~supervisor, ~~water,~~Mr. ~~power,~~Berney ~~telecoms,~~worked ~~media, professional services and~~ on~~-line~~ ~~services~~numerous innotable ~~the~~films ~~Greater~~including ~~China~~Green ~~market. Prior to forming Xin De Capital Group~~Lantern, ~~Mr.~~I ~~Krueger~~Am ~~was the CFO~~Legend, and ~~later CEO~~ ~~and~~The ~~Member~~Chronicles of ~~its Board of Directors~~Narnia, offor ~~Xin~~which Dehe ~~Telecom~~was ~~International~~nominated ~~Ventures~~for ~~Co,~~an ~~Ltd.~~Academy ~~from~~Award ~~April~~for ~~1996~~Outstanding toVisual ~~April 2002~~Effects. ~~Xin~~Previously, DeMr. ~~Telecom~~Berney was athe ~~Siemens~~visual ~~joint~~effects ~~venture~~supervisor ~~with~~for ~~T-Mobil~~Sony ~~and~~Imageworks ~~China~~from ~~International~~1995 ~~Trust~~until 2008 and ~~Investment~~had ~~Corporation.~~worked ~~During~~on ~~this~~films ~~period, Mr.~~including ~~Krueger~~The ~~was~~Matrix Reloaded, ~~responsible~~The ~~for~~Matrix ~~raising~~Revolutions, ~~and~~The ~~managing~~Lord ~~$200~~of ~~million invested in~~ the ~~start-up~~Rings: ofThe ~~China~~Two ~~Unicom’s GSM mobile telecom networks~~Towers, and ~~providing~~Harry ~~network~~Potter ~~operation~~and ~~support~~the ~~services~~Sorcerer’s Stone. InJim ~~addition,~~also ~~Mr.~~served ~~Krueger~~as ~~was~~CG ~~responsible~~supervisor for ~~negotiating~~Hollow ~~agreements between~~Man ~~China~~(2000 ~~Unicom~~Academy ~~and~~Award® ~~its~~nominee, ~~joint~~Best ~~venture~~Visual ~~partners~~Effects). ~~that~~He ~~was~~received his ~~an integral step in China Unicom~~Master’s ~~initial~~degree ~~public offering~~ in ~~2000.~~Computer ~~From~~Science ~~1986~~from toCalifornia ~~1996~~Polytechnic, ~~Mr.~~San ~~Krueger~~Luis ~~was~~Obispo, ~~engaged~~specializing in ~~financial~~the research and ~~operations~~development of ~~management~~a ~~and~~new ~~investment~~global ~~banking~~illumination inparadigm. ~~Munich~~He ~~Germany and~~holds ~~New~~two ~~York.~~undergraduate ~~Mr.~~degrees ~~Krueger~~in ~~studied~~Computer ~~music~~Science and ~~theater~~Economics atfrom ~~Northwestern~~the University of ~~where~~California, heIrvine, ~~received~~focusing ain ~~Bachelor~~artificial ofintelligence ~~Science degree in 1981~~research. Mr. ~~Krueger~~Berney ~~earned~~also astudied ~~Master’s~~computer inarchitectures ~~Business~~at ~~Administration~~the ~~with~~Royal Institute ~~a major in Finance from Kellogg School~~ of ~~Management at~~Technology, ~~Northwestern~~Stockholm, ~~University in 1986~~Sweden.

2921

Committees of our Board of Directors

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

We ~~have~~had not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by Board of Directors as a whole. Because we ~~have~~had only three directors, none of whom are independent, we believe that the establishment of these committees would be more form over substance. As we have recently expanded our Board to five, we plan to create a number of committees in the coming months.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

None of our directors is an “audit committee financial expert” within the meaning of Item 401(e) of Regulation ~~S-K~~SK. ~~In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:~~

● understands generally U.S. GAAP and financial statements, ● is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, ● has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, ● understands internal controls over financial reporting, and ● understands audit committee functions.

Director Compensation

~~John~~For ~~Textor.~~the Infiscal ~~addition~~year toended ~~Mr.~~June ~~Textor’s~~30, ~~compensation as Chairman discussed in Item 11 of this report~~2015, we ~~have~~ paid Mr. Textor an additional $50,000 to serve in his role on the Board of Directors of the Company as Chairman of the Board. ~~for~~We ~~the~~also ~~fiscal~~paid ~~year~~each ~~ending June~~of 30Messrs. Eichenberger and Patterson $25,000 ~~2015~~to serve as directors.

Rene Eichenberger. In addition to Mr. Eichenberger’s compensation as Vice Chairman discussed in Item 11 of this report, we have paid Mr. Eichenberger $25,000 to serve in his role on the Board of Directors of the Company as Vice Chairman of the Board for the fiscal year ending June 30, 2015.

Frank Patterson. In addition to Mr. Patterson’s compensation as Chief Executive Officer discussed in Item 11 of this report, we have paid Mr. Patterson $25,000 to serve in his role on the Board of Directors of the Company as Executive Chairman of the Board for the fiscal year ending June 30, 2015.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Since none of our securities have been registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, our officers and directors and persons who own more than 10% of our common stock are not required to file Section 16(a) beneficial ownership reports.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a similar capacity during the fiscal ~~2014;~~year ended June 30, 2015; (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at June 30, ~~2014~~2015 whose compensation exceed $100,000; ; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at June 30, ~~2014~~2015. Compensation information is shown for the fiscal years ended June 30, ~~2014~~ 2015 and ~~2013~~2014:

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) *		Option Awards ($) *		All Other Compensation ($)		Total ($)
	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Total
Alon Nigri(1)		2014		-0-		-0-		-0-		-0-		-0-		-0-
John Textor –		2015		271,968		-		-		-		271,968
		2013		-0-		-0-		-0-		-0-		-0-		-0-
Executive Chairman, CEO and CFO (1)		2014		165,154		-		-		-		165,154
Frank Patterson(2)		2014		-0-		-0-		-0-		-0-		-0-		-0-
Rene Eichenberger –		2015		271,968		-		-		-		271,968
Executive Vice Chairman		2014		165,154		-		-		-		165,154
Frank Patterson –		2015		295,267		-		-		-		295,267
Chief Creative Officer, formerly CEO (2)		2014		165,154		-		-		-		165,154
Jim Berney –		2015		271,968		-		-		-		271,968
President and Head of Studio		2014		94,692		-		-		-		94,692
William Kruger –		2015		138,346		-		-		-		138,346
Former CFO (3)		2014		40,616		-		-		-		40,616

(1) Mr. Nigri resigned as our Chief Executive Officer on May 15, 2014.

(1)	Mr. Textor assumed the roles of Chief Financial Officer in January 2015 and Chief Executive Officer in May 2015 to fill vacancies as required by our by-laws.

(2)	Mr. Patterson was appointed as our Chief Executive Officer on May 15, 2014 and resigned in May 2015.

(3)	Mr Kruger joined the company in May 2014 and his employment was terminated on January 30, 2015. The Company had entered into a one year contract with the former Chief Financial Officer through April 30, 2015. His employment was terminated on January 30, 2015. Although the Company believes that no amounts are owed in connection with this contract, the Company accrued approximately $87,500 at the time of his termination, representing its estimate of the Company’s maximum total cash exposure, should the former employee elect to exercise his contractual right to dispute such amount through arbitration. As of the date of this filing, the Company has received no notice of a filing for arbitration.

~~(2)~~We have Mrnot entered into employment agreements with any of our executive officers. Each of Messrs. Textor, Eichenberger, Patterson and ~~was~~Berney ~~appointed~~is employed on an at will basis. Each received an annual base salary of $350,000, plus a performance based cash bonus as ~~our~~determined ~~Chief~~by ~~Executive~~the ~~Officer~~Company’s onBoard ~~May~~of 15Directors from time to time. In addition, ~~2014~~each of Messrs. Textor, Eichenberger, Patterson and Berney receives health and welfare benefits as are in effect at the Company’s discretion from time to time and reimbursement of out of pocket expenses for travel and business expenses in connection with his duties.

~~Employment~~During the year, Messrs ~~Agreements~~Textor, ~~with~~Eichenberger, ~~Executive~~Patterson ~~Officers~~and Berney deferred a portion of their salary. As of June 30, 2015, a total of $288,830 was accrued.

John Textor. We have agreed to employ Mr. Textor as our Chairman on an at-will basis. Mr. Textor will be paid an annual base salary of $350,000 plus a performance-based cash bonus as determined by the Company’s Board of Directors from time to time. In addition, Mr. Textor is also entitled to health and welfare benefits as may be in effect at the Company’s discretion from time to time and reimbursement of out of pocket expenses for travel and business expenses in connection with his duties.23

Rene Eichenberger. We have has agreed to employ Mr. Eichenberger as our Vice Chairman on an at-will basis. Mr. Eichenberger will be paid an annual base salary of $350,000 plus a performance-based cash bonus as determined by the Company’s Board of Directors from time to time. In addition, Mr. Eichenberger is also entitled to health and welfare benefits as may be in effect at the Company’s discretion from time to time and reimbursement of out of pocket expenses for travel and business expenses in connection with his duties.

Frank Patterson. We have has agreed to employ Mr. Patterson as its Chief Executive Officer on an at-will basis. Mr. Patterson will be paid an annual base salary of $350,000 plus a performance-based cash bonus as determined by the Company’s Board of Directors from time to time. In addition, Mr. Patterson is also entitled to health and welfare benefits as may be in effect at the Company’s discretion from time to time and reimbursement of out of pocket expenses for travel and business expenses in connection with his duties.

James Berney. We have has agreed to employ Mr. Berney as its President and Head of Studio on an at-will basis. Mr. Berney will be paid an annual base salary of $350,000 plus a performance-based cash bonus as determined by the Company’s Board of Directors from time to time. In addition, Mr. Berney is also entitled to health and welfare benefits as may be in effect at the Company’s discretion from time to time and reimbursement of out of pocket expenses for travel and business expenses in connection with his duties.

William Krueger. We have has agreed to employ Mr. Krueger as its Chief Financial Officer on an at-will basis. Mr. Krueger will be paid an annual base salary of $240,000 plus a performance-based cash bonus as determined by the Company’s Board of Directors from time to time. In addition, Mr. Krueger is also entitled to health and welfare benefits as may be in effect at the Company’s discretion from time to time and reimbursement of out of pocket expenses for travel and business expenses in connection with his duties. In addition, Pulse Evolution entered into a Consulting Services Agreement with Mr. Krueger effective as of July 1, 2014 to provide financial, organizational and commercial matters consulting services to our company. The term of the agreement is for a period of 10 months. We agreed to pay Mr. Krueger $90,000 in cash and issue 2,769,246 shares of unregistered Common Stock subject to certain events of forfeiture if Mr. Krueger terminates his employment during the term of the agreement without good reason as provided for in the agreement.

Outstanding Equity Awards at Fiscal Year-End

~~The~~At ~~following~~June ~~tables~~30, ~~set forth~~2015, ~~for~~none ~~each~~of ~~person~~the persons listed in the Summary Compensation Table set forth above, asheld ofany ~~June~~Restricted 30Stock, ~~2014:~~stock options or stock appreciation rights awards.

With respect to each option award -

● the number of shares of our common stock issuable upon exercise of outstanding options that have been earned, separately identified by those exercisable and unexercisable; ● the number of shares of our common stock issuable upon exercise of outstanding options that have not been earned; ● the exercise price of such option; and ● the expiration date of such option; and ● with respect to each stock award - ● the number of shares of our common stock that have been earned but have not vested; ● the market value of the shares of our common stock that have been earned but have not vested; ● the total number of shares of our common stock awarded under any equity incentive plan that have not vested and have not been earned; and ● the aggregate market or pay-out value of our common stock awarded under any equity incentive plan that have not vested and have not been earned.

Option Awards and Warrant Awards

Number of

Equity Incentive

Securities

Plan Awards:

Underlying

Number of

Weighted

Unexercised

Securities Underlying

Average

Options

Unexercised

Exercise

Expiration

Name

Exercisable

Unexercisable

Unearned Options

Price

Date

Alon Nigri

Frank Patterson

Stock Awards

Equity Incentive

Plan Awards:

Number

Market or

Number of

Market Value

of Unearned

Pay-Out Value of

Shares That

of Shares That

Shares That

Unearned Shares

Name

Have Not Vested

Alon Nigri

Frank Patterson

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

At ~~October~~April 729, ~~2014~~2016, we had ~~120~~149,~~458~~913,~~716~~343 shares of common stock issued and outstanding. The following table sets forth ~~information~~ information known to us as of ~~October~~Mar 73, ~~2014~~2016 relating to the beneficial ownership of shares of our voting securities by:

● each person who is known by us to be the beneficial owner of more than 5% of our outstanding voting stock;; ● each director;; ● each named executive officer;; and ● all named executive officers and directors as a group.

32Unless otherwise indicated, the business address of each person listed is in care of Pulse Evolution Corporation, 10521 SW Village Center Drive, Suite 201 Port St. Lucie, FL 34987.

Unless otherwise indicated, the business address of each person listed is in care of Pulse Evolution Corporation, 10521 SW Village Center Drive, Suite 201 Port St. Lucie, FL 34987. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

	Amount and Nature of Beneficial Ownership		Percentage of Class

John Textor (2)		33,806,955		22.6	%
Rene Eichenberger (3)		12,461,607		8.3	%
Frank Patterson (4)		12,461,607		8.3	%
Jim Berney		5,538,492		3.7	%

All officers and directors as a group (5 persons)		64,268,661		42.9	%

5% shareholders
Michael Mortell (5)		9,980,930		6.7	%

Effective on June 23, 2014, the Company amended and restated its articles of incorporation filed with the Secretary of State of the State of Nevada in order to effectuate an increase in the number of authorized shares of common stock, par value $0.001 per share, from 75,000,000 to 300,000,000, increase the authorized blank check preferred stock to 100,000,000 shares and effectuate a 1 for 10 forward stock split of our issued and outstanding common stock (the “Forward Stock Split”). As a result of the Forward Stock Split, every 1 share of our pre-Forward Split common stock was increased and reclassified into 10 shares of our common stock. All references to shares of our common stock in the following table and elsewhere in this report on Form 10-K refers to the number of shares of common stock after giving effect to the Forward Stock Split (unless otherwise indicated).

	(1)	Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of our common stock held by them. Applicable percentage ownership is based on 149,913,343 shares of our common stock outstanding as of April 29, 2016.

	(2)	Consists of 33,806,955 shares of our common stock owned by Tradition Studios IP Acquisition LLC (“Tradition Studios”). The managing member of Tradition Studios is Mr. Textor who holds voting and investment power over the shares of our common stock owned by Tradition Studios.

	(3)	Consists of 12,461,607 shares of our common stock owned by (Alternative)2 Holding AG (“(Alternative)2”). The Chairman of (Alternative)2 is Mr. Eichenberger who holds voting and investment power over the securities owned by this entity.

	(4)	Consists of 12,461,607 shares of our common stock owned by Scenic Loop Holdings, Inc., an entity owned and controlled by Mr. Patterson who holds voting and investment power over the shares of our common stock owned by this entity.

	(5)	Mr. Michael Mortell is the managing member of Yellow Brick Holdings LLC and managing director to each of the Pulse Filipe Holdings I, LTD through Pulse Filipe Holdings XXIII, LTD entities with the exception of Pulse Filipe XXIV, LTD and Pulse Filipe XVII, LTD which are managed by others. The shares attributed to Mr. Mortell in the table consist of (i) 2,192,243 shares of our Common Stock beneficially owned by Yellow Brick Holdings LLC, (ii) 5,782,187 shares of our common stock beneficially owned by Presidio Investment Holdings, Ltd., and (iii) 2,006,500 shares of our common stock beneficially owned by the various Pulse Filipe Holdings entities. Mr. Mortell holds voting and investment power with respect to all shares of our common stock beneficially owned by the abovenamed entities and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Mr. Mortell’s address is 73 SW Flagler Avenue Stuart, FL 34994.

	Amount and Nature of Beneficial Ownership (1)		Percentage of Class
Executive Officers and Directors
John Textor(2)		33,806,955		28.1	%
Rene Eichenberger(3)		12,461,607		10.4	%
Frank Patterson(4)		12,461,607		10.4	%
William Krueger(5)		2,769,246		2.3	%
Jim Berney(6)		5,538,492		4.6	%
All officers and directors a group (5 group)		67,037,907		55.8	%
5% Shareholders
Michael Mortell(7)		9,980,930		8.3	%
Enrique Steiger(8)		6,461,570		5.4	%
Greg Centineo(9)		6,467,109		5.4	%

	(1)	Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of our common stock held by them. Applicable percentage ownership is based on 120,458,716 shares of our common stock outstanding as of October 7, 2014.
	(2)	Consists of 33,806,955 shares of our common stock owned by Tradition Studios Acquisition IP LLC (“Tradition Studios”). The managing member of Tradition Studios Acquisition IP LLC is Mr. Textor who holds voting and investment power over the shares of our common stock owned by Tradition Studios.
	(3)	Consists of 12,461,607 shares of our common stock owned by (Alternative)2 Holdings AG (“(Alternative)2”). The Chairman of (Alternative)2 is Mr. Eichenberger who holds voting and investment power over the securities owned by this entity.
	(4)	Consists of 12,461,607 shares of our common stock owned by Scenic Loop Holdings, Inc. an entity owned and controlled by Mr. Patterson who holds voting and investment power over the shares of our common stock owned by this entity.
	(5)	Consists of 2,769,246 shares of our common stock owned directly by Mr. Krueger.
	(6)	Consists of 5,538,492 shares of our common stock owned directly by Mr. Berney.
	(7)	Mr. Michael Mortell is the managing member of Yellow Brick Holdings LLC and managing director to each of the Pulse Filipe Holdings I, LTD through Pulse Filipe Holdings XXIII, LTD entities with the exception of Pulse Filipe XXIV, LTD and Pulse Filipe XVII, LTD which are managed by others. The shares attributed to Mr. Mortell in the table consist of (i) 2,192,243 shares of our Common Stock beneficially owned by Yellow Brick Holdings LLC, (ii) 5,782,187 shares of our common stock beneficially owned by The Presidio Group, and (iii) 2,006,500 shares of our common stock beneficially owned by the various Pulse Filipe Holdings entities. Mr. Mortell holds voting and investment power with respect to all shares of our common stock beneficially owned by the above-named entities and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Mr. Mortell’s address is 73 SW Flagler Avenue Stuart, FL 34994.
	(8)	Consists of 6,461,570 shares of our common stock owned directly by Mr. Steiger.
	(9)	Consists of 6,467,109 shares of our common stock owned directly by Mr. Centineo.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

We have specified the following transactions involving related parties that occurred in fiscal ~~2014~~2015 and ~~2013~~2014:

On May 3115, ~~2013~~2014, ~~the~~Alon ~~Company~~Nigri, ~~offered~~former Chief Executive Officer and ~~sold~~former 6sole director (the “Seller”),~~000,000~~ ~~shares~~entered ofinto ~~common~~and closed ~~stock~~on toa ~~Alon~~Share ~~Nigri,~~Purchase Agreement (the ~~President~~“Agreement”) with, ~~Secretary~~Tradition ~~and~~Studios aIP ~~Director~~Acquisition LLC, (Alternative)2 atHolding ~~May~~AG, 31and Scenic Loop Holding, ~~2013~~LLC (each a “Purchaser” and collectively, atthe “Purchasers”) whereby the Purchasers purchased from the Seller a ~~purchase~~total ~~price~~of 53,612,600 shares of ~~$0.003~~our ~~per~~common ~~share,~~stock for an aggregate ~~proceeds~~ of $18107,~~000~~225, representing approximately 80.68% of our issued and outstanding shares of common stock at the time of purchase. The Purchasers own or control as a group, Pulse Entertainment.

On May 15, 2014, Alon Nigri, our controlling stockholder at the time, former Chief Executive Officer and former sole director (the “Seller”), entered into and closed on a Share Purchase Agreement (the “Agreement”) with, Tradition Studios IP Acquisition LLC, (Alternative)2 Holding AG, and Scenic Loop Holding, LLC (each a “Purchaser” and collectively, the “Purchasers”) whereby the Purchasers purchased from the Seller a total of 53,612,600 shares of our common stock for an aggregate of $107,225, representing approximately 80.68% of our issued and outstanding shares of common stock. The Purchasers own or control as a group, Pulse Entertainment.

Pursuant to the terms of the Share Exchange Agreement pursuant to which we agreed to issue 96,737,422 shares of our unregistered common stock to the shareholders of Pulse Entertainment, a related party in exchange for 17,466,383 shares of common stock of Pulse Entertainment, certain of our shareholders who are also shareholders of Pulse Entertainment and are executive officers or directors have agreed to cancel 60,910,113 shares of our common stock issuable to them in connection with the exchange resulting in net shares issued in connection with such exchange of 35,827,309.

~~ITEM~~On 14December 10, 2014, the Company entered into a secured promissory note with a related party. ~~PRINCIPAL~~The ~~ACCOUNTING~~Company ~~FEES~~received ~~AND~~cash ~~SERVICES~~of $250,000 which bears interest at a rate of 8% a year. The note is collateralized by certain property owned by the Company. All remaining unpaid principal and accrued interest is due on January 31, 2015. The Company must also pay an additional $50,000 if paid after December 31, 2014. The Company did not pay the note at December 31, 2014. As of June 30, 2015, the Company had unpaid principal and interest of $230,000 and $6,166. The loan was repaid by February 2016.

~~The~~ITEM board of directors of the Company selected Friedman, LLP, (“Freidman”) an independent registered public accounting firm, to audit the financial statements for the year ended June 30, 2014 and Goldman Accounting Services CPA, PLLC, (or “Goldman”) an independent registered public accounting firm, to audit the financial statements for the period from inception on May 31, 2013 through June 30, 201314. ~~The~~PRINCIPAL ~~board~~ACCOUNTANT ofFEES ~~directors~~AND approves in advance all audit and non-audit services to be provided by our independent registered public accounting firm. All services reported in the audit, audit-related, tax and all other fees categories below with respect to this Annual Report on Form 10-K for the year ended June 30, 2014 were approved by the board of directors.SERVICES

The ~~following~~board ~~table~~of ~~summarizes~~directors of the ~~aggregate~~Company ~~auditor~~selected ~~fees~~Friedman, ~~that~~LLP, ~~were~~(“Freidman”) ~~allocated~~an independent registered public accounting firm, to usaudit the financial statements for ~~independent~~the ~~auditing~~years ended June 30, ~~tax~~2015 and ~~related~~2014. ~~services for~~The ~~each~~board of directors approves in advance all audit and non-audit services to be provided by our independent registered public accounting firm. All services reported in the ~~last~~audit, ~~two~~audit ~~fiscal~~related, tax and all other fees categories below with respect to this Annual Report on Form 10-K for the years ended ~~(in~~June ~~thousands):~~30, 2015 and 2014 were approved by the board of directors.

	2014		2013
Audit fees (1)	$	15,000	$	5,000
Audit-related fees (2)		—		—
Tax fees (3)		—		—
All other fees (4)		—		—
Total	$	15,000	$	5,000

The following table summarizes the aggregate auditor fees that were allocated to us for independent auditing, tax and related services for each of the last two fiscal years:

(1)	Audit fees represent amounts billed for each of the years presented for professional services rendered in connection with those services normally provided in connection with statutory and regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. In 2014 Friedman performed our audit. In 2013, Goldman provided services related to our S-1 registration statement. In 2013, all of the fees reported related to our initial public offering.
		2015		2014
(2)	Audit-related fees represent amounts billed in each of the years presented for assurance and related services that are reasonably related to the performance of the annual audit or quarterly reviews. No such services were rendered by Friedman or Goldman during the year ended June 30, 2014 and from inception on May 31, 2013 through June 30, 2013.
Audit fees (1)		$	112,000	$	15,000
(3)	Tax fees represent amounts billed in each of the years presented for professional services rendered in connection with tax compliance, tax advice and tax planning. No such services were rendered by Friedman or Goldman during the year ended June 30, 2014 and from inception on May 31, 2013 through June 30, 2013.
Audit-related fees (2)			—		—
(4)	All other fees represent amounts billed in each of the years presented for services not classifiable under the other categories listed in the table above. No such services were rendered by Friedman or Goldman during the year ended June 30, 2014 and from inception on May 31, 2013 through June 30, 2013.
Tax fees (3)			—		—
All other fees (4)			—		—
Total		$	112,000	$	15,000

3425

Part IV

(1)	Audit fees represent amounts billed for each of the years presented for professional services rendered in connection with those services normally provided in connection with statutory and regulatory filings or engagements including comfort letters, consents and other services related to SEC matters. In 2015 and 2014, Friedman performed our audit.

(2)	Audit-related fees represent amounts billed in each of the years presented for assurance and related services that are reasonably related to the performance of the annual audit or quarterly reviews. No such services were rendered by Friedman during the years ended June 30, 2015 and 2014.

(3)	Tax fees represent amounts billed in each of the years presented for professional services rendered in connection with tax compliance, tax advice and tax planning. No such services were rendered by Friedman during the years ended June 30, 2015 and 2014.

(4)	All other fees represent amounts billed in each of the years presented for services not classifiable under the other categories listed in the table above. No such services were rendered by Friedman during the years ended June 30, 2015 and 2014.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	1.	Financial Statements
		The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to the Financial Statements” on page F - 1 and included on pages F - 2 through F - 13.
		The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to the Financial Statements” on page F 1 and included on pages F 2 through F 13.
	2.	Financial Statement Schedules
		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
	3.	Exhibits (including those incorporated by reference).

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

3.1

Articles of Incorporation of Registrant

S-1

333-190431

3.1

8/7/13

3.2

Amendment to Articles of Incorporation filed on May 8, 2014 with the Nevada Secretary of State.

8-K

333-190431

3.1

5/16/14

3.3

Form of Amended and Restated Articles of Incorporation of Pulse Evolution Corporation as filed on May 22, 2014 with the Nevada Secretary of State.

8-K

333-190431

3.1

6/30/14

3.4

Bylaws of the Registrant

S-1

333-190431

3.2

8/7/13

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+

Consulting Services Agreement between Pulse Evolution Corporation and William P. Krueger dated as of July 1, 2014.

8-K

333-190431

10.4

10/7/14

10.7

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)

10-K

31.2

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

10-K

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

10-K

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

	2.	Financial Statement Schedules

		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

Exhibits (including those incorporated by reference).

Incorporated by Reference

Exhibit Number

Description

Form

File Number

Exhibit

Filing Date

Filed or Furnished

Herewith

2.1

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

8-K

333190431

2.1

9/26/2014

3.1

Articles of Incorporation of Registrant

S-1

333190431

3.1

8/7/13

3.2

Amendment to Articles of Incorporation filed on May 8, 2014 with the Nevada Secretary of State.

8-K

333190431

3.1

5/16/14

3.3

Form of Amended and Restated Articles of Incorporation of Pulse Evolution Corporation as filed on May 22, 2014 with the Nevada Secretary of State.

8-K

333190431

3.1

6/30/14

3.4

Bylaws of the Registrant

S-1

333190431

3.2

8/7/13

10.1

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

8-K

333190431

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

333190431

10.2

10/7/14

10.3

Form of Share Purchase Agreement

between Alon Nigri and certain purchasers.

8-K

333190431

10.2

5/16/14

10.4

Form of Securities Purchase Agreement.

8-K

333190431

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

333190431

10.2

9/26/14

10.6+

Consulting Services Agreement between Pulse Evolution Corporation and William P. Krueger dated as of July 1, 2014.

8-K

333190431

10.4

10/7/14

10.7

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

8-K

333190431

10.1

10/10/14

31.1

Certification of the Principal Executive and Principal Financial Officer pursuant to Rule 13a14(a)/15d 14(a)

10-K

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 SarbanesOxley Act of 2002.

10-K

101.INS

XBRL INSTANCE DOCUMENT

101.SCH

XBRL TAXONOMY EXTENSION SCHEMA

101.CAL

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE

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 Annual Report on Form 10-K 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.27

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

	PULSE EVOLUTION CORPORATION
Dated: October 10, 2014	By:	/s/ Frank Patterson
Dated: May 20, 2016	By:	/s/ John Textor
		Frank Patterson, Chief Executive Officer
		John Textor, Chairman, CEO and CFO

~~Pursuant~~POWER toOF the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date indicated.ATTORNEY

Signature	Title	Date
/s/ Frank Patterson	Chief Executive Officer and Director (principal executive officer)	October 10, 2014
Frank Patterson
/s/ William P. Krueger	Chief Financial Officer (principal financial and accounting officer)	October 10, 2014
William Krueger
/s/ John Textor	Chairman of the Board of Directors	October 10, 2014
John Textor
/s/ Rene Eichenberger	Vice Chairman of the Board of Directors	October 10, 2014
Rene Eichenberger

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Patterson as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

36Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ John Textor	Chairman of the Board of Directors	May 20, 2016
John Textor	(principal executive officer and principal accounting officer)

/s/ Rene Eichenberger	Executive Vice Chairman of the Board of Directors	May 20, 2016
Rene Eichenberger

PULSE EVOLUTION CORPORATION

Index to the Consolidated Financial Statements

		Page
Report of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm		F-3
Consolidated Balance Sheets as of June 30, 2015 and 2014		F-3
Balance Sheets as of June 30, 2014 and 2013		F-4
Consolidated Statements of Operations for the Year Ended June 30, 2015 and period from October 10, 2013 (inception) through June 30, 2014		F-4
Statements of Operations for the Year Ended June 30, 2014 and for the Period from Inception on May 31, 2013 through June 30, 2013		F-5
Consolidated Statements of Stockholders’ Equity (Deficit) for the Year Ended June 30, 2015 and period from October 10, 2013 (inception) through June 30, 2014		F-5
Statements of Stockholders’ Equity (Deficit) for the Year Ended June 30, 2014 and for the Period from Inception May 31, 2013 through June 30, 2013		F-6
Consolidated Statements of Cash Flows for the Year Ended June 30, 2015 and period from October 10, 2013 (inception) through June 30, 2014		F-6
Statements of Cash Flows for the Year Ended June 30, 2014 and for the Period from Inception May 31, 2013 through June 30, 2013		F-7
Notes to the Consolidated Financial Statements		F-7
Notes to the Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders Pulse Evolution Corporation

We have audited the accompanying balance sheet of Pulse Evolution Corporation (“Company”) as of June 30, 2015 and 2014 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended June 30, 2015 and period from October 10, 2013 (inception) through June 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheet~~with the standards of ~~Pulse~~the ~~Evolution~~Public ~~Corporation~~Company Accounting Oversight Board (~~“Company”~~United States) as. ofThose standards ~~June~~require ~~30,~~that ~~2014~~we plan and perform the ~~related~~audits to obtain reasonable assurance about whether the financial statements are free of ~~operations~~material misstatement. The Company is not required to have, ~~stockholders’~~nor ~~equity~~were ~~(deficit)~~we engaged to perform, ~~and~~an ~~cash~~audit ~~flows~~of ~~for~~its ~~the~~internal ~~year~~control over ~~then ended~~financial reporting. ~~These~~ Our audits included consideration of internal control over financial ~~statements~~reporting as a basis for designing audit procedures that are appropriate in the ~~responsibility~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s ~~management.~~internal ~~Our~~control ~~responsibility~~over isfinancial toreporting. Accordingly, we express anno such opinion. onAn audit also includes ~~these~~examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing onthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audit~~opinion, ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the~~ financial statements ~~are~~referred ~~free~~to ofabove ~~material misstatement.~~present ~~The Company is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit of its internal control over~~ financial ~~reporting.~~ ~~Our~~position ~~audit included consideration~~ of ~~internal control over financial reporting as a basis for designing audit procedures~~Pulse ~~that~~Evolution ~~are~~Corporation ~~appropriate~~at inJune ~~the circumstances~~30, ~~but~~2015 ~~not~~and ~~for~~2014, and the ~~purpose~~results of ~~expressing~~its anoperations ~~opinion~~and onits ~~the~~cash ~~effectiveness~~flows offor the ~~Company’s internal~~year ~~control~~ended ~~over financial reporting. Accordingly~~June 30, we2015 ~~express~~and noperiod ~~such~~from ~~opinion.~~October An10, ~~audit~~2013 ~~also~~(inception) ~~includes~~through ~~examining~~June 30, ~~on a test basis~~2014, ~~evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used and~~generally ~~significant~~accepted ~~estimates~~in ~~made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~In our~~/s/ ~~opinion,~~Friedman the financial statements referred to above present fairly, in all material respects, the financial position of Pulse Evolution Corporation at June 30, 2014, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.LLP

~~/s/ Friedman LLP Marlton~~East Hanover, New Jersey ~~October 10, 2014~~

May 20, 2016

F-2

~~REPORT~~PULSE OFEVOLUTION ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~CORPORATION

~~To the Board~~Consolidated ofBalance ~~Directors and Stockholders of~~Sheets

Pulse Evolution Corporation (Formerly QurApps, Inc.)

	June 30, 2015			June 30, 2014

Assets
Current assets:
Cash	$	899,174		$	1,539,719
Prepaid legal fees		54,526			134,675
Prepaid deposits and other assets		86,673			70,023
Total current assets		1,040,373			1,744,417
Property and equipment, net		43,169			22,886
Intangible assets and other assets, net		1,946,817			-
Total assets	$	3,030,359		$	1,767,303
Liabilities and shareholders’ equity (deficit)
Current liabilities:
Accounts payable	$	1,243,351		$	341,055
Accrued expenses		1,663,110			676,520
Related party note payable		230,000			-
Total liabilities		3,136,461			1,017,575

Commitments and Contingencies

Redeemable common stock, $0.001 par value, 3,800,000 and 0 issued and outstanding at June 30, 2015 and 2014, respectively	$	1,350,000		$	-

Shareholders’ equity (deficit):
Series A Convertible Preferred stock, 100,000,000 shares authorized at par value of $0.001 per share, 18,848,184 and 0 issued and outstanding at June 30, 2015 and 2014, respectively		18,848			-
Common stock, 300,000,000 shares authorized at par value of $0.001 per share, 131,758,682 and 109,627,349 issued and outstanding at June 30, 2015 and 2014, respectively		131,758			109,627
Subscription receivable		(1,253	)		(153,276	)
Additional paid in capital		19,745,217			9,116,789
Accumulated deficit		(21,336,956	)		(8,465,066	)
Total Pulse Evolution Corporation equity (deficit)		(1,442,386	)		608,074
Noncontrolling interests		(13,716	)		141,654
Total shareholders’ equity (deficit)		(1,456,102	)		749,728
Total liabilities and shareholders’ equity (deficit)	$	3,030,359		$	1,767,303

WeSee ~~have audited the~~ accompanying ~~balance~~notes ~~sheet~~to ~~of Pulse Evolution Corporation (Formerly QurApps, Inc.~~ the ~~“Company”) as~~consolidated ~~of June 30, 2013, and the related statements of operations, stockholders’ equity and cash flows for the period from May 31, 2013 (inception) through June 30, 2013. These~~ financial statements ~~are the responsibility of the Company’s management~~. ~~Our responsibility is to express an opinion on these financial statements based on our audits.~~

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pulse Evolution Corporation as of June 30, 2013, and the results of its operations and its cash flows for the period from May 31, 2013 (inception) through June 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The Company plans to engage in developing and then marketing a mobile software application to consumers. There is substantial doubt about the Company’s ability to continue as a going concern because of the Company’s uncertainty to raise capital and the uncertainty of management’s ability to execute on its business plan. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Goldman Accounting Services CPA, PLLC Goldman Accounting Services CPA, PLLC Suffern, NY August 2, 2013

F-3

PULSE EVOLUTION CORPORATION

~~Balance~~Consolidated ~~Sheets~~Statements of Operations

	June 30, 2014			June 30, 2013
	Year Ended			Period from October 10, 2013 (inception) through
Assets
	June 30, 2015			June 30, 2014
Current assets:
Statement of Operations
Cash	$	-		$	15,070
Revenues		88,151			1,451,534
Total current assets		-			15,070
Costs and expenses		13,115,411			9,774,946
Total assets	$	-		$	15,070
Net operating loss		(13,027,260	)		(8,323,412	)
Liabilities and Stockholders’ Equity (Deficit)
Loss before income taxes		(13,027,260	)		(8,323,412	)
Current liabilities:
Income tax expense		-			-
Accounts payable and accrued liabilities	$	9,311		$	5,000
Net loss		(13,027,260	)		(8,323,412	)
Total current liabilities		9,311			5,000
Net (loss) income attributable to non-controlling interests		(795,762	)		-
Stockholders’ equity (deficit):
Net loss attributable to common shareholders		(12,231,498	)		(8,323,412	)
Preferred stock, 100,000,000 shares authorized at par value of $0.001 per share, 0 issued and outstanding at June 30, 2014 and 2013		-			-
Basic and Diluted loss per share attributable to Pulse
Common stock, 300,000,000 shares authorized at par value of $0.001 per share, 73,800,040 and 60,000,000 issued and outstanding at June 30, 2014 and 2013, respectively (as restated for change in par value and 1 to 10 forward stock split)		73,800			60,000
Evolution Corporation common shareholders	$	(0.10	)	$	(0.08	)
Additional paid-in capital (Discount on capital stock)		(13,200	)		(42,000	)
Weighted average number of common shares outstanding:
Accumulated deficit		(69,911	)		(7,930	)
Basic and Diluted		127,879,760			100,135,655
Total stockholders’ deficit		(9,311	)		10,070
Total liabilities and stockholders’ deficit	$	-		$	15,070

~~The~~See accompanying notes ~~are~~to anthe ~~integral~~consolidated ~~part of these~~ financial statements.

F-4

PULSE EVOLUTION CORPORATION

~~Statements~~Consolidated Statements of ~~Operations~~Stockholders’ Equity (Deficit)

	For the Year Ended June 30, 2014			From Inception on May 31, 2013 through June 30, 2013
Revenues	$	-		$	-
Cost of sales		-			-
Gross margin		-			-
Operating expenses
General and administrative		41,181			7,930
Research and development		20,800			-
Total operating expenses		61,981			7,930
Net operating loss	$	(61,981	)	$	(7,930	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding - Basic and Diluted (as restated for the 1 for 10 forward stock split)		64,192,895			60,000,000

For the period from October 10, 2013 (inception) through June 30, 2015

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

	Series A Convertible Preferred Stock				Common Stock																		Total
	$0.0001 Par Value				$0.0001 Par Value						Additional												Stockholders’
	Number of shares		Par Value		Number of shares			Par Value			Paid-In Capital			Subscription Receivable			Noncontrolling Interest			Accumulated Deficit			Equity (Deficit)
Balance, October 10, 2013 (inception)		-	$	-		-		$	-		$	-		$	-		$	-		$	-		$	-
Issuance of Common Stock at inception		-		-		12,520,000			1,252			-			(1,252	)		-			-			-
Conversion of convertible securities		-		-		1,734,104			173			2,794,762			-			-			-			2,794,935
Common Stock issued for cash		-		-		4,127,696			413			5,068,201			(152,024	)		-			-			4,916,590
Common Stock issued for services		-		-		3,153,452			315			1,428,339			-			-			-			1,428,654
Acquisition of Tradition Studios IP		-		-		-			-			(67,039	)		-			-			-			(67,039	)
Add original Evolution Shares		-		-		73,800,040			73,800			(73,800	)		-			-			-			-
Adjust for reverse merger (shares)		-		-		14,292,057			(46,618	)		46,618			-			-			-			-
Adjust for reverse merger (non-controlling)		-		-		-			-			-			-			141,654			(141,654	)		-
Adjustment for common stock		-		-		-			80,292			(80,292	)		-			-			-			-
Net loss		-		-		-			-			-			-			-			(8,323,412	)		(8,323,412	)
Balance, June 30, 2014		-	$	-		109,627,349		$	109,627		$	9,116,789		$	(153,276	)	$	141,654		$	(8,465,066	)	$	749,728

Common shares issued for cash		-	$	-		9,691,185		$	9,691		$	5,049,617		$	-		$	-		$	-		$	5,059,308
Common shares issued for services and repayment of accounts payable		-		-		2,952,320			2,952			1,359,323			-			-			-			1,362,275
Subscription receivable payout		-		-		-			-			-			152,023			-			-			152,023
Acquisition of Pulse Evolution		-		-		-			-			(9,311	)		-			-			-			(9,311	)
Warrants issued for licensing rights		-		-		-			-			476,000			-			-			-			476,000
Preferred shares issued for cash		6,000,000		6,000		-			-			3,712,613			-			-			-			3,718,613
Common shares exchanged for preferred		12,848,184		12,848		(12,848,184	)		(12,848	)		-			-			-			-			-
Stock compensation expense		-		-		-			-			62,522			-			-			-			62,522
Adjustment for Share Exchange		-		-		22,336,012			22,336			(22,336	)		-			640,392			(640,392	)		-
Net loss		-		-		-			-			-			-			(795,762	)		(12,231,498	)		(13,027,260	)
		18,848,184	$	18,848		131,758,682		$	131,758		$	19,745,217		$	(1,253	)	$	(13,716	)	$	(21,336,956	)	$	(1,456,102	)

See accompanying notes to the consolidated financial statements.

F-5

PULSE EVOLUTION CORPORATION

~~Statements~~Consolidated Statements of ~~Stockholders’~~Cash ~~Equity (Deficit)~~Flows

For the period from Inception (May 31, 2013) through June 30, 2014

	Year Ended June 30, 2015			Period from October 10, 2013 (inception) through June 30, 2014

Cash flows from operating activities
Net loss	$	(13,027,260	)	$	(8,323,412	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		388,324			980
Share-based compensation expense		905,625			1,428,639
Amortization of stock options		62,521			-
Non cash interest expense in notes payable		50,000			-
Changes in operating assets and liabilities:
Prepaid legal fees		80,149			-
Prepaid deposits and other assets		481,100			(204,698	)
Purchase of licensing rights		(1,000,000	)		-
Accounts payable		1,349,638			341,055
Accrued expenses		986,590			595,420
Net cash used in operating activities		(9,723,313	)		(6,162,016	)

Cash flows from investing activities:
Purchase of property and equipment		(27,174	)		(9,805	)
Net cash used in investing activities:		(27,174	)		(9,805	)

Cash flows from financing activities:
Net proceeds from sales of common stock		5,211,331			4,916,590
Net proceeds from sales of preferred stock		3,718,611			-
Net proceeds from the sale of convertible securities		-			2,794,950
Proceeds of related party note payable		250,000			-
Repayments of related party note payable		(70,000	)		-
Net cash provided by financing activities:		9,109,942			7,711,540

Net increase/(decrease) in cash and cash equivalents		(640,545	)		1,539,719
Cash and cash equivalents, beginning of period		1,539,719			-
Cash and cash equivalents, end of period	$	899,174		$	1,539,719
Supplement cash flow information:
Payment of payable in common stock	$	456,653		$	-
Warrants issued to acquire licensing rights	$	476,000		$	-
Issuance of redeemable common stock for licensing rights	$	1,350,000		$	-
Subscription receivable	$	-		$	153,276
Contribution of fixed assets from related party	$	-		$	14,060
Assumption of liabilities from related party	$	-		$	81,100

	Common Stock				Additional
	Shares (as restated for 1:10 forward stock split)		Par Value (as restated for $0.001 par)		Paid-In Capital (Discount on Capital Stock)			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance at May 31, 2013		-	$	-	$	-		$	-		$	-
Common shares issued for cash at $0.001 per share		60,000,000		60,000		(42,000	)		-			18,000
Net loss from inception on May 31, 2013 through June 30, 2013		-		-		-			(7,930	)		(7,930	)
Balance at June 30, 2013		60,000,000		60,000		(42,000	)		(7,930	)		10,070
Common shares issued for cash at $0.001 per share		13,800,040		13,800		28,800			-			42,600
Net loss		-		-		-			(61,981	)		(61,981	)
Balance at June 30, 2014		73,800,040	$	73,800	$	(13,200	)	$	(69,911	)	$	(9,311	)

See accompanying notes to the consolidated financial statements.

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

F-6

PULSE EVOLUTION CORPORATION

~~Statements~~Notes ofto ~~Cash~~the ~~Flows~~Consolidated Financial Statements

	For the Year Ended June 30, 2014			From Inception on May 31, 2013 through June 30, 2013
Operating activities
Net loss	$	(61,981	)	$	(7,930	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses		4,311			5,000
Net cash used in operating activities		(57,670	)		(2,930	)
Investing activities		-			-
Financing activities
Proceeds from issuance of common stock		42,600			18,000
Net cash provided by financing activities		42,600			18,000
Net (decrease) increase in cash		(15,070	)		15,070
Cash at beginning of period		15,070			-
Cash at end of period	$	-		$	15,070

NOTE 1. BASIS OF PRESENTATION AND BUSINESS DESCRIPTION

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

F-7

PULSE EVOLUTION CORPORATION

Notes to the Financial Statements

June 30, 2014

1. Summary of Significant Accounting Policies

Nature of Business

Pulse Evolution Corporation was incorporated on May 31, 2013, under the laws of the State of Nevada under the name QurApps, Inc., ~~During~~initially ~~fiscal~~announcing ~~2014,~~plans ~~the~~to ~~Company~~develop ~~was~~software ~~planning~~applications onfor ~~developing a~~ mobile ~~software~~devices. ~~food~~In ~~recipe~~anticipation ~~app~~of ~~until~~a ~~the~~change ~~Company’s~~of ~~controlling~~control ~~shareholder~~transaction, which ~~sold~~closed ~~his interest in the Company~~ on May 15, 2014~~. In anticipation of this change of control~~, the Company changed its name to Pulse Evolution Corporation effective May 8, 2014.

~~The~~We ~~Company~~are ~~is in the early stages of becoming~~ a ~~creatively~~market ~~driven,~~leader ~~digital~~in ~~production~~the ~~and~~emerging ~~intellectual~~virtual ~~property company that expects to produce specialized, high-impact applications of computer-generated~~ human likeness ~~for utilization in entertainment~~space, ~~life sciences, education~~ and ~~telecommunication.~~the ~~Founded~~foremost bydeveloper ~~leading producers~~ of ~~photorealistic~~hyper-realistic digital humans~~, the Company plans to develop “virtual~~ ~~humans”~~– ~~for~~computer ~~live~~generated ~~and~~assets ~~holographic~~that ~~concerts,~~appear ~~advertising,~~to ~~feature~~be ~~films,~~human ~~branded content, medical applications~~ and ~~training. The~~can ~~Company’s~~perform ~~business model is focused on participation~~ in ~~intellectual~~live ~~property through the development~~shows, ~~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~~reality, ~~the~~augmented ~~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~~reality, a ~~related party (“Pulse Entertainment”). Pulse Entertainment is engaged in the business the Company plans to pursue. In late 2013~~holographic, ~~Pulse Entertainment entered into a multi-year agreement with the estate of Michael Jackson to produce a photo-realistic~~ ~~digital~~3D 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 2014stereoscopic, ~~the Company entered into a multi-year agreement with Authentic Brands Group~~web, 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 2014mobile, ~~the~~interactive Company entered into a multi-year agreement with Authentic Brands Group, the principal owner of rights related to the estate of the late celebrity Marilyn Monroe to produce a photo-realistic digital likeness of the late celebrity and ~~to participate~~artificial inintelligence ~~a share of revenues that could be realized through performances of the ‘Virtual Marilyn Monroe’ in diverse entertainment and media~~ applications.

~~Effective~~We onbelieve ~~June~~that ~~23,~~digital ~~2014,~~humans ~~the~~will ~~Company~~be ~~amended~~ubiquitous ~~and~~in ~~restated~~society, ~~its~~culture ~~articles~~and ofindustry. ~~incorporation~~In ~~filed with~~ the ~~Secretary~~last ofdecade, ~~State~~hyper-realistic ofdigital ~~the State~~humans ofhave ~~Nevada~~performed in ~~order~~movies tosuch ~~effectuate~~as anThe ~~increase~~Curious inCase ~~the~~of ~~number~~Benjamin ofButton ~~authorized~~or ~~shares~~on ofstage ~~common~~such ~~stock,~~as ~~from~~the ~~75,000,000~~virtual toperformance ~~300,000,000,~~of a digital ~~change~~Tupac inShakur ~~par~~at ~~value~~the ~~from~~Coachella ~~$0.003~~Valley toMusic $0Festival.~~001~~ ~~per~~We ~~share~~expect that, ~~increase~~in ~~the~~years ~~authorized~~to ~~blank~~come, ~~check~~digital ~~preferred~~humans ~~stock~~will tonot ~~100,000,000~~only ~~shares~~perform for ~~and~~audiences ~~effectuate~~on astage 1and ~~for~~in 10film, ~~forward~~but ~~stock~~they ~~split~~will ofalso ~~our~~represent ~~issued~~individual ~~and~~consumers ~~outstanding~~as ~~common~~digital ~~stock~~likeness ~~(the~~avatars, ~~“Forward~~in ~~Stock~~realistic ~~Split”).~~and Asfantasy aform, ~~result~~appearing ofand ~~the~~interacting ~~Forward~~on ~~Stock~~the ~~Split,~~consumer’s ~~every~~behalf 1in ~~share~~electronic ofand ~~our~~mobile ~~pre-Forward~~communication, ~~Split~~social ~~common~~media, ~~stock~~video game, ~~was~~virtual ~~increased~~reality, and ~~reclassified~~augmented ~~into 10~~reality. ~~shares~~The ofCompany’s ~~our~~long-term ~~common~~goal ~~stock.~~is ~~All~~to ~~references~~be tothe ~~shares~~‘face’ of ~~our~~artificial intelligence, ~~common~~to ~~stock~~provide ina ~~these~~human ~~notes~~form to ~~financial~~interactive ~~statements~~artificially ~~refer~~intelligent tocomputer ~~the number~~beings ofthat ~~shares~~will ofbe common ~~stock~~in ~~after~~society, providing ~~giving~~useful ~~effect~~information and services to ~~the~~people ~~Forward~~in ~~Stock~~diverse ~~Split~~industries, ~~(unless~~such ~~otherwise~~as ~~indicated)~~education, health care, telecommunications, defense, transportation and entertainment.

~~Basis~~Our leadership team is currently focused on applications of ~~Presentation~~digital humans in entertainment. We believe the entertainment industry provides us with attractive near-term opportunities to put digital humans to work in proven performance-oriented business models, while also allowing us to use the visibility of our globally recognized celebrities to showcase our digital human technologies and their applications across other industries. Accordingly, our current business plan is to generate revenues from our digital human representations of three of the world’s best-known late celebrities – Michael Jackson, Elvis Presley and Marilyn Monroe – in full length entertainment experiences, brand marketing events and digital products.

~~These~~Acquisition ~~financial~~of ~~statements~~Pulse ~~and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.~~Entertainment

~~Use~~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% ~~Estimates~~of the outstanding common stock of Pulse Entertainment Corporation, a related party. The Company entered into a share exchange agreement on September 26, 2014 (the “Share Exchange Agreement”) with Pulse Entertainment in which the Company agreed to issue up to 58,362,708 shares of its unregistered common stock, $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 “Share Exchange”), such shares representing 100% of the issued and outstanding common stock of Pulse Entertainment. 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. During the quarter ended December 31, 2014, the Company exchanged additional shares under the Share Exchange Agreement pursuant to which it agreed to issue 15,135,973 shares of its unregistered Common Stock, net of cancellations, to the shareholders of Pulse Entertainment in exchange for 2,732,869 shares of its common stock. As part of the Share Exchange, certain of 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 connection with the Share Exchange. The remaining 1,336,000 shares of Pulse Entertainment common stock were exchanged in June 2015 and July 2015 by the Pulse Entertainment Shareholders pursuant to the Share Exchange Agreement for 7,399,426 shares of the Company’s unregistered common stock. In July 2015, Pulse Entertainment became a wholly owned subsidiary of the Company.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.F-7

Recapitalization

The 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 for the year ended June 30, 2015 and for the period from October 10, 2013 (inception) through June 30, 2014.

Because Pulse Entertainment is the acquirer for financial reporting purposes, comparative prior year data is presented for the period from October 10, 2013 through June 30, 2014 due to Pulse Entertainment’s incorporation occurring on October 10, 2013 in the state of Delaware.

Liquidity

~~The~~During ~~Company~~the ~~has,~~year ~~since~~and ~~its~~subsequent ~~inception~~to inthe ~~May~~year ~~of 2013~~end, ~~been~~the ~~highly~~company ~~dependent~~raised onsignificant ~~raising~~core capital toin ~~fund~~order ~~its~~to ~~start-up~~support ~~and~~the ~~growth~~ongoing ~~strategies.~~development Toof ~~date,~~ the ~~Company~~core ~~has~~digital ~~raised~~human ~~capital~~technology ~~from the sales of its common stock without restrictive covenants from institutional investors~~ and ~~strategic~~also ~~partners~~to ~~(See~~create ~~Note~~the 7digital -likeness ~~Capitalization).~~of OnMichael ~~September 30~~Jackson, ~~2014,~~Elvis ~~the~~Presley ~~Company~~ and ~~Pulse~~Marilyn ~~Entertainment Corporation (“Pulse~~Monroe ~~Entertainment”),~~in aanticipation ~~related~~of ~~party,~~starting ~~completed~~full anproduction ~~initial closing under the terms~~ of atheatrical ~~share~~shows, ~~exchange~~music ~~agreement~~concerts ~~they~~and ~~entered into~~other ~~whereby the Pulse Entertainment became a subsidiary of the Company~~events.

The Company’s ~~core~~broadly ~~business~~consists isof ~~the~~a ~~acquisition~~Core ~~from~~operations, ~~estates~~management and ~~other~~administration ~~rights~~team ~~holders~~and In-House Production Talent. Upon commencement of ~~certain~~production ~~intellectual~~of ~~property~~a ~~rights~~specific concert or theatrical show, the In-House Production Talent team would be required to provide animation services related to ~~create~~the ~~virtual~~performance ~~celebrities~~of the primary celebrity character, ~~and~~such services to be funded by a show-specific production entity that would likely be managed by the ~~right~~Company and funded materially by third-party entertainment production investors. While we intend to ~~present~~fund an initial portion of production costs of a show from internal sources, ~~and~~we ~~license~~expect toa ~~others~~large portion of these costs to ~~present~~be funded by such third parties, ~~those~~including ~~virtual~~affiliated ~~performers~~production incompanies, ~~live~~associated celebrity estates, corporate sponsors and other entertainment finance vehicles. We do not, however, currently have any such funding or financing arrangements currently in place. Our ability to fund our In-House Production Talent and meet our obligations on a ~~variety~~timely ofbasis ~~live~~relies on our ability to raise funds for the productions. If we are unable to successfully raise sufficient production 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-~~virtual~~house Production Talent and ~~commercial~~limit ~~formats~~many, if not all, of our activities as a producer.

We have raised approximately $16.9 million of core development capital from inception through June 30, 2015. Our plan to develop, produce and operate full scale productions will require significant direct funding, similar to that of a mid-sized theatrical show. Until we secure production capital and generate revenues, the company will continue to rely on raising capital to support the development of technology and digital likenesses of its portfolio of celebrities. We believe that full scale shows will require in excess of $25m of development and operating financing and we plan to fund each of our productions within a production entity, similar to the structure used by movie studios.

Subsequent to the year end, the Company sourced several short term bridge loans and equity investments, as detailed in note 12 (Subsequent Events). Notably, in January 2016, we secured a $10m equity investment from Original Force and U9. We have analyzed its liquidity requirements and have determined that we have sufficient liquidity to execute our business plan Model for the 12 months from the balance sheet date, and beyond that the Company will need to raise production funds to support the launch of our shows and for corporate operations.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of Pulse Evolution Corporation, its majority owned subsidiary Pulse Entertainment Corporation. The company has created various wholly owned subsidiaries, including The Kopp Initiative, LLC, Pulse Digital Human Labs, Pulse Japan and Pulse Biologic, all of which had no activity during the year. All significant intercompany accounts and transactions have been eliminated in consolidation.

F-8

InThe ~~execution~~Company ofretroactively applied its ~~business~~recapitalization ~~plan,~~per the ~~Company~~Share ~~has~~Exchange ~~chosen~~Agreement ~~to pursue a model whereby it provides virtual performers~~ for ~~appearances and~~all ~~collects~~periods ~~royalties~~presented ~~when the Company has an ownership interest~~ in the ~~intellectual property rights for the virtual performer~~accompanying ~~(the~~consolidated ~~“Talent~~financial ~~Model”)~~statements. ~~Under the Talent Model, the Company may permit other producers to create performances that make use of virtual performers created by the Company.~~

~~The~~NOTE ~~Company~~2. isSUMMARY ~~also~~OF ~~exploring~~SIGNIFICANT ~~and~~ACCOUNTING developing 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.POLICIES

The Company may in the future execute its business plan using a blend of the Talent and Producer Models. Under both models, the Company expects to earn services revenues 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 Talent”), and to what extent the Company carries a concentration of creative and production resources in-house (“In-House Talent”).Reclassifications

~~While~~The ~~execution~~accompanying ofconsolidated ~~the~~financial ~~Producer~~statements ~~Model~~include ~~enables~~certain ~~the~~reclassifications ~~Company to capture more~~ of ~~the~~amounts ~~value~~in ~~created by~~ the ~~virtual~~June ~~performers~~30, it2014 ~~also~~financial ~~requires~~statements ~~the~~in ~~Company~~order to ~~raise~~conform ~~significant~~to ~~amounts~~the ofJune ~~production capital~~30, ~~which~~2015 ~~is similar to project financed equity or non-recourse debt into production subsidiaries~~presentation. ~~Executing~~There ~~this~~were ~~model~~no ~~with~~changes ~~In-house~~to ~~Talent~~total ~~gives the Company certain strategic advantages and flexibility in the development of new concepts and application of new technologies~~assets, ~~yet~~total itliabilities ~~also~~or ~~requires~~total ~~a higher employee headcount and the~~stockholders’ ~~related operating overhead~~equity.

~~Our~~Use Company’s 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 the Company makes with regard to operating model and execution strategy drive the level of ~~capital required and the level of its financial obligations.~~Estimates

IfThe Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the ~~Company~~United isStates. ~~unable~~The topreparation ~~generate~~of ~~cash~~these ~~flow~~financial ~~from~~statements ~~operations~~requires ~~and~~the ~~successfully~~Company ~~raise~~to ~~sufficient~~make ~~additional~~estimates ~~capital~~and ~~through~~judgments ~~future~~that ~~debt~~affect ~~and~~the ~~equity~~reported ~~financings~~amounts orof ~~strategic~~assets, liabilities, revenues and ~~collaborative~~expenses, ~~ventures~~and ~~with~~related ~~potential~~disclosure ~~partners~~of contingent assets and liabilities. On an ongoing basis, the Company ~~would~~evaluates ~~likely~~its ~~have~~estimates tobased ~~reduce its~~on ~~dependence~~experience and on ~~In-House~~various ~~Talent~~other ~~and~~assumptions ~~limit~~that ~~many,~~are ifbelieved to ~~not~~be ~~all~~reasonable under the circumstances, the results of ~~its~~which ~~activities~~form asthe abasis ~~producer~~for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~The~~Cash ~~Company has analyzed its liquidity requirements~~ and ~~has~~Cash ~~determined that it has sufficient liquidity to execute its business plan under the Talent Model for the next 12 months.~~Equivalents

2.The ~~Summary~~Company considers all highly liquid investments with an original maturity of ~~Significant~~three ~~Accounting~~months ~~Policies~~or less at the time of purchase to be cash equivalents. At June 30, 2015 and 2014, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation.

Allowance for Doubtful Accounts

The Company maintains a policy to record allowances for doubtful accounts for estimated losses resulting from the inability of its customers, lenders or investors to make required payments. If the financial conditions of these customers were to deteriorate and impair their ability to make payments, additional allowances may be required. No allowance for doubtful accounts was necessary at June 30, 2015 and 2014.

Prepaid and Other Assets

The Company had paid a launch fee of $1,000,000 for the multiyear agreement with ABG, as described in Note 4 Intangible and Other Assets. In April 2015 this agreement was amended to reduce the launch fee to $500,000 and use the remaining payment made by the Company to fund the $500,000 service contract when expenses are incurred. The entire balance was expensed as of June 30, 2015.

Intangible Assets

Definite-lived intangibles, which are made up of license agreements as described in Note 4 Intangible and Other Assets, are amortized on a straight-line basis over their useful lives. The Company reviews the intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. As of June 30, 2015, the Company has determined that there is no impairment of the intangible assets.

Revenue Recognition

WeFor ~~have~~Production ~~entered~~Services, ~~into~~revenue ~~a production services agreement with the estate of a deceased celebrity that provide revenues based on certain production services. Revenue~~ is recognized ~~on a straight-line basis~~ over each contract period, asbased ~~defined~~on inpercentage ~~each~~of ~~agreement~~work completed. As the production services are rendered, revenue is recognized.

Cash

The Company’s cash consists of funds deposited in bank accounts.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

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.

F-9

Production Costs

Production costs consist primarily of amounts due to third-party providers that the Company uses to help create and deliver the Company’s digital and live performance productions.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided on a straightline basis over the estimated useful life of the related asset. Computers are depreciated over five years. Furniture and fixtures are depreciated over seven years.

Segment Reporting

The Company currently operates in only one segment.

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three level fair value hierarchy that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:

Level 1: Observable inputs such as quoted prices in active markets;;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;; and

Level 3: Unobservable inputs in which there is little or no market data and require the reporting entity to develop its own assumptions.

The carrying amount of ~~receivables~~prepaid ~~and~~expenses, subscriptions receivable, accounts payable, and accrued expenses approximates fair value due to the short-term nature of these instruments.

~~Earnings~~Income ~~per Share~~Taxes

The ~~basic~~Company ~~earnings~~utilizes ~~(loss)~~the ~~per~~asset ~~share~~and isliability ~~calculated~~method byof ~~dividing~~accounting ~~the~~for ~~Company’s~~deferred ~~net~~ income ~~available~~taxes. toUnder ~~common~~this ~~stockholders~~method, bydeferred ~~the~~tax liabilities ~~weighted~~and ~~average~~assets ~~number~~are recognized for the expected future tax consequences of ~~common~~temporary ~~shares~~differences ~~during~~between the ~~year.~~carrying ~~The~~amounts ~~diluted~~and ~~earnings~~the tax ~~(loss)~~basis ~~per~~of ~~share~~assets and liabilities. A valuation allowance is ~~calculated~~established byagainst ~~dividing~~deferred ~~the Company’s~~tax ~~net~~assets ~~income~~because, ~~(loss)~~based on the weight of available toevidence, ~~common~~it ~~stockholders~~is bymore ~~the~~likely ~~diluted~~than ~~weighted~~not ~~average~~that ~~number~~some ofor ~~shares~~all ~~outstanding during~~of the ~~year.~~deferred ~~The~~tax ~~diluted~~assets ~~weighted~~will ~~average~~not ~~number~~be ofrealized. ~~shares~~The ~~outstanding~~Company’s policy is ~~the~~to ~~basic~~record ~~weighted~~interest ~~number~~and ofpenalties ~~shares~~on ~~adjusted~~uncertain tax positions as of ~~the~~income ~~first~~tax expense. As of June 30, 2015 and 2014, the Company ~~year~~does ~~for~~not believe any ~~potentially~~material ~~dilutive~~uncertain ~~debt~~tax orpositions ~~equity~~are present. ~~The~~Accordingly, ~~Company~~interest ~~has~~and penalties have not ~~issued~~been ~~any~~accrued due ~~options~~to oran ~~warrants~~uncertain ortax ~~similar securities~~position and the fact the Company has reported tax losses since inception.

~~Recent~~Stock ~~Accounting~~based ~~Pronouncements~~Compensation

OnAccounting ~~May~~Standard ~~28,~~Codification ~~2014~~(“ASC”) 718, “Compensation: Stock Compensation” requires recognition in the ~~Financial~~financial statements ~~Accounting~~of ~~Standards~~the ~~Board~~cost ~~(FASB)~~of ~~issued~~employee ~~Accounting~~services ~~Standards~~received ~~Update~~in ~~No.~~exchange ~~2014-09~~for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (~~ASU~~presumptively ~~2014-09~~the vesting period),. ~~Revenue~~The Company measures the cost ~~from~~of ~~Contracts~~employee ~~with~~services ~~Customers.~~received ~~ASU~~in ~~2014-09~~exchange ~~will~~for ~~eliminate~~an ~~transaction-~~award ~~and~~based ~~industry-specific~~on ~~revenue~~the ~~recognition~~grant ~~guidance~~date ~~under current~~fair Uvalue of the award.S. ~~GAAP~~The ~~and~~Company ~~replace~~accounts itfor nonemployee ~~with~~share abased ~~principle~~awards based ~~approach~~upon ~~for~~ASC ~~determining~~505-50, ~~revenue~~“Equity ~~recognition~~Based Payments to Non Employees.” ~~ASU~~ASC ~~2014~~505-0950 ~~will require~~requires ~~that~~the ~~companies~~costs ~~recognize~~of ~~revenue~~goods ~~based~~and onservices received in exchange for an award of equity instruments to be recognized using the ~~value~~fair value of ~~transferred~~the goods orand services asor ~~they~~the ~~occur~~fair invalue of the ~~contract~~equity award, whichever is more reliably measurable. The ~~ASU~~fair ~~also~~value of the ~~will~~equity ~~require~~award ~~additional~~is ~~disclosure~~determined ~~about~~on the ~~nature,~~measurement ~~amount~~date, ~~timing~~which ~~and~~is ~~uncertainty~~the earlier of ~~revenue~~the ~~and~~date ~~cash~~that ~~flows~~a ~~arising~~performance ~~from~~commitment ~~customer~~is reached ~~contracts,~~or ~~including~~the ~~significant~~date ~~judgments~~that ~~and~~performance ~~changes~~is incomplete. ~~judgments~~Generally, ~~and~~the ~~assets~~Company’s ~~recognized~~awards ~~from~~do ~~costs~~not ~~incurred~~entail toperformance ~~obtain~~commitments. orWhen ~~fulfill~~an aaward ~~contract.~~vests ~~ASU~~over ~~2014-09~~time issuch ~~effective~~that ~~for~~performance ~~reporting~~occurs ~~periods~~over ~~beginning~~multiple ~~after~~reporting ~~December 15~~periods, ~~2016,~~the ~~and~~Company ~~early~~estimates ~~adoption~~the isfair ~~not~~value ~~permitted.~~of the ~~Entities~~award ~~can~~as ~~transition~~of to the ~~standard~~end ~~either~~of ~~retrospectively~~each orreporting asperiod aand ~~cumulative-effect~~recognize ~~adjustment~~an asappropriate portion of the ~~date~~cost ofbased ~~adoption. Management~~on isthe ~~currently~~fair ~~evaluating~~value on that date. When the ~~impact~~award vests, ifthe ~~any,~~Company onadjusts ~~adopting~~the ~~ASU~~cost ~~2014-09~~previously recognized so that the cost ultimately recognized is equivalent to the fair value on ~~our~~the ~~results~~vesting ofdate, ~~operations~~which oris ~~financial~~presumed ~~condition~~to be the date performance is complete.

3. Income Taxes

The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets because, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2014, the Company does not believe any material uncertain tax positions are present. Accordingly, interest and penalties have not been accrued due to an uncertain tax position and the fact the Company has reported tax losses since inception.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows:

	June 30, 2014			From inception on May 31, 2013 through June 30, 2013
U.S. federal statutory income tax rate		34.0	%		34.0	%
State taxes, net of federal benefit		3.6	%		-
Change in valuation allowance		(37.6	)%		(34.0	)%
Effective tax rate		0.0	%		0.0	%

F-10

~~The~~Recent ~~components~~Accounting ~~of the net deferred tax asset/ (liability) as of June 30, 2013 and June 30, 2014 is as follows:~~Pronouncements

	June 30, 2014			From inception on May 31, 2013 through June 30, 2013
Net federal operating loss carry forward	$	23,770		$	2,696
Net state operating loss carry forward		2,250			-
Net deferred tax assets before valuation allowance		26,020			2,696
Valuation allowance		(26,020	)		(2,696	)
Net deferred tax assets after valuation allowance	$	-		$	-

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09.

~~The~~In ~~Company~~July ~~has~~2015, ~~determined~~the FASB issued ASU 2015-14, ~~based~~which ~~upon~~delayed the ~~weight~~effective date of ~~available~~ASU ~~evidence~~2014-09. As a result, this guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that itreporting period. Earlier application is ~~more~~permitted ~~likely~~only ~~than~~as ~~not~~of ~~that~~annual ~~the~~reporting ~~net~~periods ~~deferred~~beginning ~~tax~~after December 15, 2016, including interim reporting periods ~~asset~~within ~~will~~that ~~not~~reporting beperiod. ~~realized~~The ~~and,~~Company ~~accordingly~~is currently evaluating the new guidance, and has ~~provided~~not adetermined ~~full~~the ~~valuation~~impact ~~allowance~~this ~~against~~standard may ithave on the financial statements, nor decided upon the method of adoption.

AsIn ofAugust ~~June 30,~~ 2014, the ~~Company~~FASB ~~has~~issued ~~federal~~ASU ~~net~~No. ~~operating~~2014-15, ~~loss~~Disclosure ~~carry~~of ~~forward~~Uncertainties ofabout ~~approximately~~an ~~$69,911~~Entity’s ~~and~~Ability ~~has~~to ~~state~~Continue ~~net~~as ~~operating~~a Going ~~loss~~Concern ~~carry~~(“ASU ~~forward~~2014-15”). ofASU ~~$61,981.~~2014-15 ~~The~~will ~~federal~~explicitly ~~and~~require ~~state~~management ~~net~~to ~~operating~~assess ~~loss~~an ~~carry~~entity’s ~~forwards~~ability ~~will~~to ~~expire,~~continue as ifa ~~not~~going ~~utilized~~concern, byand ~~2033. Utilization~~to ofprovide ~~the~~related ~~net~~footnote ~~operating~~disclosure ~~loss~~in ~~carry~~certain ~~forward~~circumstances. ~~may~~The benew ~~subject~~standard towill anbe ~~annual~~effective ~~limitation~~for all ~~due~~entities toin the ~~ownership~~first ~~change~~annual ~~limitations provided~~period byending ~~Section~~after ~~382~~December of15, ~~the~~2016. ~~Internal~~Earlier ~~Revenue~~adoption ~~Code~~is ofpermitted. ~~1986,~~The asCompany ~~amended~~is ~~and~~currently evaluating ~~similar~~the ~~state~~impact ~~provisions~~of the adoption of ASU 2014-15.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) (“ASU 2016-02”). The new standard establishes a right-of-use ~~Company~~(ROU) ismodel ~~not~~that ~~currently~~requires ~~under~~a ~~examination~~lessee atto ~~the~~record ~~Federal~~a ROU asset and ~~state~~a ~~levels~~lease liability on the balance sheet for all leases with terms longer than 12 months. ~~Currently~~Leases ~~only~~will be classified as either finance or operating, with classification affecting the ~~period~~pattern ~~from~~of expense ~~May~~recognition 31in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, ~~2013~~2018, ~~(inception)~~and toannual ~~June~~and 30interim periods thereafter, ~~2014~~with early adoption permitted. A modified retrospective transition approach is ~~subject~~required for tolessees ~~examination.~~for Atcapital and operating leases existing at, or entered into after, the ~~date~~beginning of the earliest comparative period presented in the financial statements, ~~there~~with ~~were~~certain nopractical ~~known~~expedients ~~assessments~~available. The Company is currently evaluating the impact this standard will have on its financial statements.

4.NOTE ~~Litigation~~3. PROPERTY & EQUIPMENT

OnProperty ~~May 29, 2014, Hologram USA, Inc., Musion Das Hologram Limited~~ and ~~Uwe~~equipment 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~~June ~~Estate of Michael J. Jackson~~30, ~~MJJ~~2015 ~~Productions, Inc. Musion Events, Ltd. Musion 3D, Ltd., William James Rock~~ and ~~Ian~~June ~~Christopher O’Connell (collectively~~30, 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~~consist ~~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.following:

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.

	June 30, 2015			June 30, 2014			Useful Life
Computers and other equipment	$	3,900		$	5,207		5 years
Furniture and fixtures		47,355			18,659		7 years
Total property and equipment, cost		51,255			23,866
Less accumulated depreciation		(8,086	)		(980	)
Total property and equipment, net	$	43,169		$	22,886

The ~~Company~~range isof ~~involved~~estimated ~~from~~useful ~~time~~lives tofor ~~time~~property inand ~~routine~~equipment ~~litigation~~at ~~arising~~June in30, ~~the ordinary course of conducting its business. In the opinion of the Company’s management~~2015, noand ~~pending~~June ~~routine litigation will have a material adverse effect on the Company’s financial condition~~30, ~~results~~2014 ofwas ~~operations~~five orto ~~cash~~seven ~~flows~~years.

5. Related-Party Transactions

The Company’s officers and directors are involved in other business activities and in the future, 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.

On May 31, 2013, the Company offered and sold 60,000,000 shares of common stock, restated for the 1 for 10 forward stock split, to Alon Nigri, the President, Secretary and a Director at May 31, 2013, at a purchase price of $0.003 per share, for aggregate proceeds of $18,000.

F-11

6.Depreciation ~~Earnings~~expense on property and equipment totaled $7,106 and $980 for the year ended June 30, 2015 and the period from October 10, 2013 (~~Loss~~inception) ~~Per~~through ~~Share~~June 30, 2014, respectively.

~~Earnings~~NOTE ~~(loss) per share is calculated in accordance with ASC 260~~4. ~~Basic~~ ~~earnings~~INTANGIBLE ~~(loss)~~AND ~~per~~OTHER share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares plus the dilutive effect of outstanding stock options under the Company’s equity incentive plans and warrants. For the year ended June 30, 2014 and the period from inception of May 31, 2013 through June 30, 2013, diluted net loss per common share is the same as basic net loss per share, since there are no dilutive securities outstanding.ASSETS

In August 2014, the Company entered into a multiyear 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 ~~net~~for ~~loss~~the Company, generated from holographic performances in live shows and ~~weighted~~commercials. ~~average~~There ~~common~~was ~~stock~~a ~~outstanding~~launch fee valued at $500,000 paid for ~~purposes~~in ofcash ~~calculating~~and ~~net~~an ~~loss~~additional ~~per~~warrant ~~common~~issued. ~~share~~The ~~were~~warrant ~~computed~~was asvalued based on the fair value at the time of issuance using ~~follows:~~the Black Scholes option pricing model.

	For the year ended June 30, 2014			From inception on May 31, 2013 through June 30, 2013 (as restated for 10:1 forward stock split)
Net loss	$	61,981		$	7,930
Weighted average number of common shares outstanding used in computing basic and diluted earnings per share		64,192,895			60,000,000
Basic and diluted earnings (loss) per share	$	(0.00	)	$	(0.00	)

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 the fair value of its financial instrument as of the following:

7. Capitalization

	August 2014
Number of shares		2,800,000
Fair value of warrant	$	476,000
Term in years		1.61
Risk free interest rate		3.4	%
Volatility		76.63	%
Dividend rate		0.00	%

~~On June 23, 2014, the Company changed its~~The ~~par~~initial value ofhas ~~$0.003~~been tocapitalized ~~$0.001~~and ~~per~~is ~~share~~being ~~and~~amortized ~~effected~~over athe 1length ~~for~~of 10the ~~forward~~agreement. ~~stock~~At ~~split~~June of30, ~~its~~2015, ~~issued~~forty-nine ~~shares~~months remain ofunamortized ~~common~~on ~~stock,~~the ~~all common~~agreement. ~~shares~~The ~~and~~net ~~par~~value ~~values~~of ~~outstanding~~the ~~were~~intangible ~~retroactively~~asset ~~restated~~is ~~for~~$797,067 ~~all~~at ~~periods~~June ~~presented~~30, 2015.

OnIn ~~May~~October ~~15,~~ 2014, ~~Alon~~the ~~Nigri,~~Company ~~our~~entered ~~controlling~~into ~~stockholder~~a atmultiyear ~~the~~agreement ~~time,~~with ~~former~~the ~~Chief~~Estate ~~Executive~~of ~~Officer~~Marilyn ~~and~~Monroe, ~~former~~LLC ~~sole director~~ (~~the~~ “~~Seller~~the Monroe Estate”), to ~~entered~~develop ~~into~~for ~~and~~the ~~closed~~Monroe onEstate entertainment projects to utilize a ~~Share~~realistic ~~Purchase~~computer ~~Agreement~~generated ~~(the~~image ~~“Agreement”)~~of ~~with,~~Marilyn ~~Tradition~~Monroe. ~~Studios~~The IPlikeness ~~Acquisition~~will ~~LLC,~~be ~~(Alternative)2~~used ~~Holding~~to ~~AG,~~create entertainment and ~~Scenic~~branding ~~Loop~~revenue ~~Holding~~opportunities for the Company, ~~LLC~~generated ~~(each~~from aholographic ~~“Purchaser”~~performances in live shows and ~~collectively, the~~commercials. ~~“Purchasers”)~~The ~~whereby~~Monroe Estate holds the ~~Purchasers~~likeness, ~~purchased~~appearance, ~~from~~and ~~the~~publicity ~~Seller~~rights aof ~~total~~Marilyn Monroe. Under the terms of 53the agreement,~~612~~ the Company issued 2,~~600~~800,000 shares of ~~our~~ common stock to the Monroe Estate. On March 31, 2015, the Company ~~for~~issued an ~~aggregate~~additional ~~of $107~~1,~~225~~000,000 ~~representing~~shares ~~approximately~~to ~~80.68%~~the Monroe Estate for a total of ~~our~~3,800,000 shares issued. The initial value has been capitalized and ~~outstanding~~is ~~shares~~being amortized over the length of ~~common~~the ~~stock~~agreement. ~~The~~At ~~Purchasers~~June 30, 2015, fifty-one months remain unamortized on ~~own~~the oragreement. ~~control~~The asnet avalue ~~group~~of the intangible asset is $1,147,500 ~~Pulse~~at ~~Entertainment~~June 30, 2015.

OnAdditionally, ~~May~~the Company’s amended agreement, effective March 31, ~~2013~~2015, ~~(inception)~~with the Monroe Estate included a provision where the Company was ~~issued~~to 60cause the 3,~~000~~800,000 shares ofissued ~~common~~to ~~stock~~be toregistered ~~its~~by ~~former~~a ~~President~~specified ~~for~~date. ~~cash~~If ofthis did not occur, the Company would be liable to the Monroe Estate for $181,350,000 in order to pay them back for the shares issued. ~~On March~~The 5,balance ~~2014,~~sheet reflects the redemption value that the Company ~~issued~~may ~~13,800,040~~be ~~shares~~required ofto ~~common~~pay ~~stock~~should the Monroe Estate choose to ~~various~~exercise ~~third~~its ~~party~~redemption ~~shareholders~~rights. ~~for~~Since these ~~cash~~shares are redeemable at the option of ~~$42~~the holder,~~600~~ they have been classified outside of permanent equity.

8.NOTE ~~Subsequent~~5. ~~Events~~ACCRUED LIABILITIES

InAccrued ~~July~~liabilities ~~2014,~~as ~~the Company entered into a consulting services agreement with its Chief Financial Officer (“CFO”) to provide certain financial management services effective for a period~~ of ~~ten~~June ~~months. Under the terms of the consulting agreement~~30, ~~the~~2015 ~~Company is~~and ~~obligated~~June ~~to pay the CFO $90~~30,~~000.~~ ~~The~~2014 ~~Company~~consist ~~granted 2,769,246 shares~~ of ~~common stock to~~ the ~~CFO in lieu of the cash payment.~~following:

In July, the Company entered into an Investor Introduction Agreement (“the II Agreement”) with an international advisory services group (“the Advisor”). The Advisor is to support the Company in its fund raising process through introductions of potential investors and to assist the Company in developing a coherent investor relations strategy. The II Agreement calls for the Advisor to be paid a success fee in cash equal to up to eleven percent of all investments introduced by the Advisor through September 30, 2014, subsequent to that date the fee for any such transactions is permanently reduced to five percent. In addition the Advisor shall be entitled to shares equal to three percent of the underlying shares issued in any such transactions.

	June 30, 2015		June 30, 2014
Payroll and payroll related liabilities	$	678,791	$	132,732
Due to advisor		75,000		456,653
Shares to be issued for services		456,101		-
Legal settlement accrual		450,000		-
Other accrued expenses		3,218		87,135
Total accrued expenses	$	1,663,110	$	676,520

In August 2014, the Company’s board of directors approved payments of director fees for fiscal year 2015. All director fees totaling $100,000 were paid as of October 7, 2014 the date at which the financial statements were available.

In August 2014, the Company entered into a multi-year agreement with ABG EPE IP, LLC (“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. ABG holds the likeness, appearance, and publicity rights of Elvis Presley.

F-12

InNOTE ~~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~~6. ~~Under the terms of the agreement, the Company is to pay the consultant three non~~NON-~~refundable monthly~~CONTROLLING 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.INTERESTS

~~The~~Changes ~~Company entered into a share exchange agreement on September 26, 2014 (the “Share Exchange Agreement”) with Pulse Entertainment Corporation (“Pulse Entertainment”)~~ in ~~which~~ the ~~Company~~non-controlling ~~agreed~~interest toamounts ~~issue up to 58,362,708 shares~~ of ~~its~~ ~~unregistered~~our ~~common~~subsidiaries ~~stock,~~for ~~$0.001 par value (~~the ~~“Common~~year ~~Stock”)~~ended toJune ~~the shareholders of Pulse Entertainment holding 21~~30,~~535,252~~ ~~shares~~2015 ofwere ~~its~~as issued and outstanding common stock (the “Share Exchange”), such shares representing 100% of the issued and outstanding common stock of Pulse Entertainment. Upon closing of the transaction, Pulse Entertainment will become a subsidiary of our company and the total shares of common stock outstanding are expected to be 137,017,748.follows:

Balance at June 30, 2014	$	141,654
Adjust for Share Exchange		640,392
Net loss attributable to non-controlling interests		(795,762	)
Balance at June 30, 2015	$	(13,716	)

InDuring ~~October~~the ~~2014~~year ended June 30, 2015, the Company’s ~~entered~~subsidiary ~~into~~Pulse Entertainment realized a ~~multi-year~~net ~~agreement~~loss ~~with~~of $8,957,976. Pursuant to the ~~Monroe~~requirements ~~Estate~~under toFASB ~~develop~~ASC ~~for~~Topic 810, Consolidation, the ~~Monroe~~Company ~~Estate~~allocates ~~entertainment projects~~Pulse Entertainment’s earnings to ~~utilize~~non-controlling interests abased ~~realistic~~on ~~computer-generated~~the ~~image~~percentage of ~~Marilyn~~common ~~Monroe~~stock of Pulse Entertainment not owned by the Company. ~~The~~Intercompany ~~likeness~~transactions ~~will~~are eliminated bein ~~used~~consolidation but impact the net earnings of each of the respective entities and as such affect amounts allocated to ~~create~~non-controlling ~~entertainment~~interests. During the year ended June 30, 2015, the Company completed additional closings under the Share Exchange ~~and~~Agreement ~~branding~~pursuant ~~revenue~~to ~~opportunities~~which ~~for~~it usagreed to issue 58,163,322 ~~generated~~shares ~~from~~of ~~holographic~~its ~~performances~~unregistered Common Stock, net of cancellations, to the shareholders of Pulse Entertainment in ~~live~~exchange ~~shows~~for ~~and~~21,499,252 ~~commercials~~shares of its common stock. The ~~Monroe~~Pulse ~~Estate~~Entertainment’s net ~~holds~~loss allocated to non- controlling interests were $795,762 for the ~~likeness~~year ended June 30, ~~appearance~~2015. Subsequent to June 30, 2015, the remaining non-controlling shares in Pulse Entertainment were exchanged for Pulse Evolution shares and ~~publicity~~Pulse ~~rights~~Entertainment became a wholly owned subsidiary of ~~Marilyn~~Pulse ~~Monroe~~Evolution.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases office space in Florida under a non-cancellable operating lease with an expiration date of March 31, 2015. The Company negotiated a month to month lease commencing on March 1, 2015. The monthly lease expense through March 1, 2015 was approximately $12,000. Beginning on March 1, 2015, the negotiated rate is $6,000 each month.

The Company also leases office space on a month to month basis for its production operations. Monthly lease expense is approximately $7,300. On January 1, 2015, the Company signed an operating sub-lease with an expiration date of December 31, 2015. The monthly lease expense beginning on January 1, 2015 is approximately $14,000 and increased to $15,252 on January 1, 2016.

Total rent expense for the year ended June 30, 2015 was approximately $208,254 and was $76,802 for the period ending June 30, 2014.

Advisory Agreements

The Company’s majority owned subsidiary, 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.

F-13

	●	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.

The Business Development Agreement was terminated in September 2014. As of June 2015, 125,000 stock options to the Consultant in Pulse Entertainment were vested but not yet issued.

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. As of June 30, 2015 there were 144,000 shares issued related to this contract. There was $89,245 expensed during the year ended June 30, 2015.

Contractual Commitments

The Company has entered into a production related contract with ABG. 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 June 30, 2015, the future minimum payments due for future profit sharing under the contract are $4,000,000.

The Company has entered into a production related contract with the Estate of Marilyn Monroe. 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 June 30, 2015, the future minimum payments due for future profit sharing under the contract are $2,100,000.

The Company had entered into a one year contract with the former Chief Financial Officer through April 30, 2015. His employment was terminated on January 30, 2015. Although the Company believes that no amounts are owed in connection with this contract, the Company accrued approximately $87,500 at the time of his termination, representing its estimate of the Company’s maximum total cash exposure, should the former employee elect to exercise his contractual right to dispute such amount through arbitration. As of the date of this filing, the Company has received no notice of a filing for arbitration.

In March 2015, the Company entered into a three month contract with an advisor to support the Company with strategic relationships, business development, revenue opportunities, and sponsorship and investor introduction with a strong initial focus on the Elvis show. During the term, the Company shall pay to the advisor a retainer in the amount of $10,000 per month, payable monthly in advance. In addition, the advisor shall be entitled to receive a share grant equal to $50,000 per month at a valuation equal to $0.62/share (241,935 shares for the term). As of June 30, 2015, there have not been shares issued to the advisor. There was $150,000 expensed during the year ended June 30, 2015 included in accrued expenses as of June 30, 2015.

Effective April 1, 2015, the Company entered into an employment agreement with the Managing Director of the Company where the employee will be paid $12,000 a month. The employee was previously an advisor of the Company who had a stock grant of 1,152,000 of shares, and the Company granted another stock grant for an additional 1,152,000 shares for a total of 2,304,000 shares, both grants to vest over a period of 24 months. Subsequent to the year end, the employee and the Company agreed to terminate the employment agreement while retaining his vesting shares. As of June 30, 2015, 144,000 shares had been issued and his balance of unissued and unvested shares was 2,160,000.

F-14

In June 2015, the Company entered into an agreement with an Executive Production Company to explore the creation and financing of a theatrical stage production for one of its celebrity estates. The agreement provides for a fee of 1.5% of amounts raised, with a minimum advance of $150,000 payable by April 1, 2016. In addition, the Executive Production Company is entitled to a fixed share of net profits of the production.

Litigation

On May 27, 2015, William Krueger (“Mr. Krueger”) filed a petition against Pulse Evolution Corporation (“Pulse”) in the 14th Judicial District Court of Dallas County, Texas, for violation of Texas’s Deceptive Trade Practices Act and a temporary injunction. Mr. Krueger’s claims relate to Pulse’s failure to remove references to Mr. Krueger as Pulse’s Chief Financial Officer on the company’s Web site, in a timely fashion, subsequent to the termination of his employment. Mr. Krueger has stipulated that he is seeking less than $74,500 in damages. The Company believes that Mr. Krueger is inappropriately pursuing this lawsuit as an alternative to filing claims for severance benefits, which claims, if any, would be required by his employment contract to be made through arbitration in Florida. The Company believes Mr. Krueger’s claims relate to an unintentional act, that the damages potentially caused by such act are negligible, and that the lawsuit represents no material risk to the Company.

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

Convertible Securities

On December 9, 2013, the Company entered into a Convertible Securities Purchase Agreement (the “Convertible Securities Agreement”) with a single investor wherein the Company sold 1,734,104 shares of the convertible securities at a price of $1.73 per share for total net proceeds of approximately $2.8 million (the “Investment Amount”). If a Qualified Equity Financing as defined in the Convertible Securities Agreement occurred prior to February 15, 2014, then the Investment Amount shall have automatically converted into fully paid and nonassessable shares of the Company’s Preferred Stock issued in such Qualified Equity Financing at a price per share equal to sixty percent (60%) of the price per share paid by the other purchasers of Preferred Stock. The Company did not complete a Qualified Equity Financing before February 15, 2014 and in May 2014, the holders of the Convertible Securities agreed to convert all outstanding convertible securities outstanding into 1,734,104 shares of common stock at a price per share of $1.73.

Common Stock Issued in Private Placements

For the year ended June 30, 2015, the Company sold 9,691,185 shares of its common stock at an average price of $0.53 per share for proceeds of $5,059,308 which are net of fees of $116,060. For the period ended June 30, 2014, the Company sold 4,127,696 shares of its common stock at an average price of $1.19 per share for proceeds of $4,916,590.

F-15

The Company entered into a stock purchase agreement with Mr. Taku Toguichi, Chairman and CEO of SpaceBoy, a Japan-based artificial intelligence company with which the Company intends to be engaged in the development of digital humans for artificial intelligence. Pursuant to the terms of this agreement, Mr. Toguichi funded $806,000 in exchange for 1,300,000 shares of unregistered common stock. These shares are included in the total 9,691,185 shares of common stock issued in private placements during the year ended June 30, 2015.

Common Stock Issued in Share Exchange

In July 2015, under the terms of the Share Exchange Agreement as more fully disclosed in Note 6 – Non-controlling Interests, the Company issued 199,386 shares of its unregistered common stock to shareholders of Pulse Entertainment in exchange for 36,000 shares of its common stock raising its ownership percentage in Pulse Entertainment to 100%, or wholly owned.

Common Stock Issued in Payment of Subsidiary Payable

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. As of June 30, 2015, the Company recorded the par value of the stock at $1,492 and additional paid in capital of $455,191.

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. 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. This agreement has been terminated as of December 31, 2014.

F-16

During the year ended June 30, 2015, the Company issued 1,598,906 shares of its common stock to the Advisor in payment of the services provided under the Agreement, which includes 1,461,946 shares in payment of the liability of Pulse Entertainment as described above. As of June 30, 2015, the Company recorded the par value of the stock at $1,599 and additional paid in capital of $521,369.

In November 2014, the Company issued 124,268 shares of its common stock to a consultant in payment of the services to the Company’s fundraising efforts. As of June 30, 2015, the Company recorded the par value of the stock at $124 and additional paid in capital of $76,922.

During the year ended June 30, 2015, the Company issued 635,107 shares of its common stock to various other vendors in payment of the services provided under their individual agreements, where the Company recorded the par value of the stock at $635 and additional paid in capital of $393,324.

Preferred Stock Issued

In February, 2015 the Company authorized 18,848,184 shares of the preferred stock, par value $0.001 per share, of the Corporation as Series A Preferred Stock, The Series A Preferred Stock shall be subdivided into two classes: (i) class “A-1” of Series A Preferred Stock and (ii) class “A-2” of Series A Preferred Stock. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock shall be treated identically for all intents and purposes hereof, but for the different original issuance price of each class. The Series A-1 Preferred Stock and Series A-2 have issuance prices of $0.31 and $0.62 per share, respectively. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation. Upon any liquidation (voluntary or otherwise), dissolution, or winding up of the Corporation or a Deemed Liquidation Event, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received per share, an amount equal to one (1) times the original stated value, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment. Each share of Series A Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder. Holders of preferred shares, who are also entitled to convert the preferred shares into an equal amount of common shares, are entitled to vote with the common class of shareholders, on any company matters requiring a vote of the shareholders, on an “as if converted” basis. The conversion rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series A Preferred Stock.

All outstanding shares of Series A Preferred Stock are subject to a mandatory conversion requirement and shall automatically be converted into shares of Common Stock, upon either (a) the closing of the sale of shares of Common Stock to the public at a price of at least $5.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), or (b) the completion of an underwritten public offering pursuant to an effective registration statement under the Securities Act, resulting in at least $25,000,000 of proceeds, net of the underwriting discount and commissions, to the Company or (c) the vote or written consent of the preferred. Regardless of the manner of conversion, any conversion of the preferred shares shall occur on a one-to-one basis into an equal amount of common shares.

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In March 2015, the Company entered into a revenue participation rights and stock purchase agreement with a third party, Holotrack AG of Switzerland, a special purpose company organized principally by a film and entertainment distribution company in Europe. Among the principal terms of the agreement is the right of Holotrack AG to participate in the revenue generated from the Company’s planned live theatrical show featuring the digital likeness of Elvis Presley, effectively as a distributor, in an amount equal to 10% of the Company’s participation as a producer of the Elvis show. The agreement also required Holotrack AG to fund development and operating expenses of the Company of $3,720,000, in six equal monthly installments of $620,000, from January to June of 2015, in exchange for 6,000,000 newly issued preferred shares and the right to exchange 12,848,184 of its affiliates’ common shares for preferred shares. As of June 2015, all such installments have been received and Holotrack and its affiliates now hold a total of 18,848,184 preferred shares, the principal rights and benefits of which include a priority return of capital in the event of a liquidation or sale event, weighted average anti-dilution rights and the right to appoint one individual to the Company’s board of directors.

During the year ended June 30, 2015, five holders of Common Stock exercised their conversion rights to exchange their Common Shares in the Company for Preferred Shares in the Company. The total Preferred Shares issued were 12,848,184 in exchange for 12,848,184 of Common Shares.

NOTE 9. STOCK BASED COMPENSATION

During the year ended June 30, 2015, the Company awarded options to purchase 1,152,006 of the Company’s common stock, of which would vest over two years beginning three months after the effective date. The fair value of the grant was estimated on the date of grant using the following assumptions:

Risk-free interest rate	1.42	%
Dividend yield	0	%
Expected stock price volatility	53.25	%
Expected term (in years)	5
Expected forfeiture rate	0	%

The risk-free interest rate is based on the zero coupon U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date. The dividend yield is based on the Company’s historical and expected dividend yield. The expected term is based on the expected time to exercise. The Company uses historical volatility of similar public companies to estimate expected volatility.

The weighted average exercise price is $0.25 per share and 144,001 shares have vested as of June 30, 2015. The grant date fair value of the stock options was $0.43. The Company recognized stock-based compensation expense of $62,522 for the year ended June 30, 2015. Unrecognized stock compensation expense was $437,651 at June 30, 2015, which the Company expects to recognize over a period of 1.75 years.

Warrants

	Number of warrants		Weighted average exercise price
Outstanding warrants as of June 30, 2014		-		-
Warrants granted		3,124,000	$	0.31
Warrants terminated		-		-
Warrants exercised		-		-
Outstanding warrants as of June 30, 2015		3,124,000	$	0.31

In August 2014, the Company entered into a multiyear agreement with ABG to develop for ABG, entertainment projects to utilize a realistic computer generated image of Elvis Presley. There was a cash fee and 2,800,000 warrants issued with an exercise price of $0.35 per share. The warrants will expire 10 days after the delivery of an audited financial statement of activities by the Company for the period ended December 31, 2015.

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NOTE 10. INCOME TAXES

The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets because, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2015, the Company does not believe any material uncertain tax positions are present. Accordingly, interest and penalties have not been accrued due to an uncertain tax position and the fact the Company has reported tax losses since inception.

A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows:

				Period from October 10, 2013
	Year Ended			(inception) through
	June 30, 2015			June 30, 2014
U.S. federal statutory income tax rate		34.0	%		34.0
State taxes, net of federal benefit		3.0			3.6
Permanent items		(0.1	)		(0.1	)
Change in valuation allowance		(36.9	)		(37.5	)
Effective tax rate		0.0	%		0.0

The components of the net deferred tax asset/ (liability) as of June 30, 2015 and June 30, 2014 is as follows:

	June 30, 2015			June 30, 2014
Net federal operating loss carry forward	$	6,945,606		$	2,825,765
Net state operating loss carry forward		660,004			301,692
Accrued Expenses		169,335
Stock Options		23,527			-
Depreciation & Intangibles		127,672			(392	)
Net deferred tax assets before valuation allowance		7,926,143			3,127,065

Valuation allowance		(7,926,143	)		(3,127,065	)
Net deferred tax assets after valuation allowance	$	-		$	-

The Company has determined, based upon the weight of available evidence, that it is more likely than not that the net deferred tax asset will not be realized and, accordingly, has provided a full valuation allowance against it.

As of June 30, 2015 and 2014, the Company has federal net operating loss carry forward of approximately $20,428,253 and $8,311,072, respectively, and has state net operating loss carry forward of $19,262,096 and $8,311,072, respectively. The federal and state net operating loss carry forwards will expire, if not utilized, by 2034. Utilization of the net operating loss carry forward may be subject to an annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions.

The Company is not currently under examination at the Federal and state levels. Currently the period from October 10, 2013 (inception) to June 30, 2014 and year ended June 30, 2015 are subject to examination. At the date of the financial statements there were no known assessments.

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NOTE 11. EARNINGS (LOSS) PER SHARE

Basic earnings per share are computed based upon the weighted average number of shares outstanding, including nominal issuances of common share equivalents, for each period presented. Fully diluted, earnings per share is computed based upon the weighted average number of shares and dilutive share equivalents outstanding for each period presented. Due to the Company’s net losses for the year ended June 30, 2015 and for the period from October 10, 2013 (inception) through June 30, 2014 the inclusion of dilutive common share equivalents in the calculation of diluted earnings per share would be antidilutive. Thus, the common share equivalents have been excluded from the computation of diluted earnings per share for the year ended June 30, 2015 and for the period from October 10, 2013 (inception) through June 30, 2014. These common stock equivalents include warrants for shares of the Company’s common stock and rights to exchange shares of Pulse Entertainment Corporation common stock for shares of the Company’s common stock.

The potential dilutive securities outstanding that were excluded from the computation of diluted net loss per share for the year ended June 30, 2015 and for the period from October 10, 2013 (inception) through June 30, 2014, because their inclusion would have had an antidilutive effect, are summarized as follows:

	As of June 30, 2015		As of June 30, 2014

Share exchange right of subsidiary shareholders		199,380		22,535,399
Unvested restricted stock		2,160,000		-
Unvested stock options		1,152,006
Series A Preferred Stock		18,848,184
Warrants		3,124,000		-
Total		25,483,570		22,535,399

The net loss and weighted average common stock outstanding for purposes of calculating net loss per common share were computed as follows for the years ended:

	As of June 30, 2015			As of June 30, 2014

Net loss attributable to common shareholders	$	(12,231,498	)	$	(8,323,412	)
Weighted average number of common shares outstanding in computing basic and diluted earnings per share		127,879,760			100,135,655
Total	$	(0.10	)	$	(0.08	)

NOTE 12. 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 60535, 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.

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 transaction.

F-20

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 June 30, 2015.

On December 10, 2014, the Company entered into a secured promissory note with a related party. The Company received cash of $250,000 which bears interest at a rate of 8% a year. The note is collateralized by certain property owned by the Company. As of June 30, 2015, the Company had unpaid principal and interest of $230,000 and $3,218. The note was fully repaid subsequent to the year end. All remaining unpaid principal and accrued interest is due on January 31, 2015. The Company must also pay an additional $25,000 if paid before December 31, 2014 or an additional $50,000 if paid after December 31, 2014. The Company did not pay the note at December 31, 2014 and therefore an additional $50,000 was payable at that time.

NOTE 13. SUBSEQUENT EVENTS

Subsequent to June 30, 2015 through July 31, 2015, the Company has issued 199,386 shares issued from the Share Exchange.

In July 2015, the Company granted 200,000 vesting stock options to a 3^rd party services provider for consulting services relating to one of our celebrity estates. The stock options have an exercise price of $0.62 per share and vesting over a two year term.

In July 2015, the Company entered into an agreement with a service provider to assist the Company and provide expertise as it relates to producing a live stage musical featuring digital performances. The service provider shall receive 3% of all money received by the Company for producing and presenting the performances. Additionally, the service provider shall receive 3,000,000 shares of the Company’s common stock on a pro-rata basis as funds are received by the Company for the performances.

In August 2015, one holder of Common Stock cancelled their Common Shares in the Company and instead was issued Preferred Shares in the Company. The total of 280,726 of Common Shares were cancelled and 280,726 of Preferred Shares were issued.

In August 2015, the Company entered into an agreement for a $620,000 bridge loan which bears interest at 7% each year. Interest will be payable at the end of each calendar year and calculated on a pro rata basis. All unpaid principal plus accrued interest is due at the earliest of the Company’s receipt of a certain type of proceeds or on the first anniversary of the note.

In September 2015, the Company entered into an agreement for a $620,000 bridge loan with a party which bears interest at 15% each year along with equity coverage of 248,000 shares of Common Stock. Subsequent to signing, only $356,000 of the note was financed. In January 2016, due to non-completion of the loan, the agreement was terminated and the loan plus interest was returned to the lender. Because the loan was not completely funded and subsequently terminated, no equity was issued.

In October 2015, the Company entered into an agreement for a $1,000,000 bridge loan with Holotrack AG, which bears interest at 7% each year. Interest will be payable at the end of each calendar year and calculated on a pro rata basis. All unpaid principal plus accrued interest is due at the earliest of the Company’s receipt of a certain type of proceeds or on the first anniversary of the note.

In November 2015, the Company entered into an Associate Producer agreement with Holotrack AG to provide financing and production support for “The King”. In conjunction with this agreement, the company will issue 12,000,000 shares of Series A Preferred Stock. The Board has approved a change to the Company’s charter to accordingly increase the authorized capital Series A Preferred Stock.

As of August 13, 2015, the Company had 100,000,000 shares of capital stock authorized, of which 18,848,184 were designated as Series A convertible preferred stock. As of August 13, 2015, 18,848,184 shares of Series A convertible preferred stock issued and outstanding, representing 100% of the authorized Series A convertible preferred stock. On August 13, 2015 and November 1, 2015, the Company agreed to issue 280,726 and 12,000,000, respectively, shares of Series A convertible preferred stock. Such amounts represented an over issue of an aggregate of 12,280,726 shares of Series A convertible preferred stock. In order to correct the error, the Company is in the process of filing an amended certificate of designation with the Nevada Secretary of State, which will have the effect of increasing the number of authorized Series A preferred shares from 18,848,184 shares to 31,128,910 shares. Following the effectiveness of the amendment, we will cancel the previously over issued shares and issue new shares in the same number to the same share recipients.

In December 2015, the Company entered into an agreement for a $1,000,000 bridge loan with Mr Bernhard Burgener which bears interest at 7% each year. Interest will be payable at the end of each calendar year and calculated on a pro rata basis. All unpaid principal plus accrued interest is due at the earliest of the completion of the Elvis Presley theatrical concert production (“The King”) or 18 months.

F-21

In December 2015, the Company entered into an agreement for a $500,000 bridge loan with a Third Party which bears interest at 10% each year along with equity coverage of 1,000,000 shares of the Company’s Common Stock. The loan plus accrued interest was repaid in February 2016.

In December 2015, the Company entered into an Executive Producer agreement with Mr Bernhard Burgener for “The King” and committed to issue Mr Burgener 12,000,000 common shares.

In November 2015, the Board of Directors approved a limited share repurchase program for the Company to repurchase up to $5,000,000 of Common Stock of the Company from the public float. During the second and third fiscal quarter of 2016, the Company has purchased 257,072 of it shares at a total cost of $309,622, which the company will return to treasury stock.

In January 2016, the Company entered into amendments with Authentic Brands Group to extend the rights of exclusivity for Marilyn Monroe and Elvis Presley through the end of the agreements (December 2021).

In January 2016, the Company entered into a Stock Purchase Agreement with Original Force and U9. The parties purchased a total of 14,760,000 Common Shares for $10,000,000 and received an initial 50% share in the production vehicle for Elvis Presley theatrical concert. In addition, the parties entered into a 3 year technology license agreement for certain rights to use the Company’s Digital Human Animation technology.

On January 28, 2016, the Company entered into an agreement with XIX Entertainment and Simon Fuller to be the Executive Producer of The King. The agreement includes a cash payment over the course of the production and a share of the “off the top” profits of the show. In addition, XIX Entertainment was issued a warrant to purchase approximately 36,678,000 shares of Common Stock in the Company at $1 a share, with cashless exercise rights and certain anti-dilution protections.

On February 26, 2016, the Company entered into an agreement to purchase 100% of the share capital of Float Hybrid Entertainment, Inc. (“Float”), a developer of interactive experiences for brands such as Pepsi, Microsoft, GE, AKQA, Ericsson, XBOX and Anheuser-Busch. Float was also a founding developer of the Kinect depth sensor platform and has deep experience of development for a number of yet-to-be-released Virtual and Augmented Reality Platforms. The Company will issue to the shareholders of Float, 7,250,000 common shares and will pay up to $1,000,000 in a cash-based earn out over a period of 36 months. The Company anticipates the closing to occur in the fourth quarter of the year ended June 30, 2016.

On February 27, 2016, the Company entered into merger agreement with After August, Inc., a California based animation technology company, primarily to acquire ownership of certain technologies and software tools that we believe will support the Company’s continuing strategy to be the world’s leading developer of hyper-realistic digital humans. As consideration, the Company paid $300,000 in cash at closing, issued a 3-year, $2,700,000 promissory note, secured specifically by the acquired technology assets, and is committed to issue 4.8 million shares of the Company’s common stock. The transaction was closed on April 20, 2016.

In March 2016, the Company entered into an amicable settlement agreement with Hologram USA, Inc., MDH Hologram Ltd., and Pulse Evolution Corporation reached an amicable resolution of the litigation related to the 2014 Billboard Music Awards. Costs associated with the litigation have been accrued during the period ended June 30, 2015. The Company also committed to issue 1,000,000 shares of Common Stock to a professional services firm in connection with this settlement.

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Filing Compare · Pulse Evolution Corp