Quarterly Report (10-q)
Date : 05/22/2017 @ 9:27AM
Source : Edgar (US Regulatory)
Stock : The Pulse Beverage Corp. (QB) (PLSB)
Just so people remember! Still BROKE
Going concern
The accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities, and commitments in the normal course of business. We have generated significant revenues but have sustained substantial losses since inception and have never paid any dividends and are unlikely to pay dividends in the immediate or foreseeable future. Our continuation as a going concern is dependent upon our ability to obtain necessary debt and/or equity financing to fund our growth strategy, pay debt when due, to continue operations, and to attain profitability. As at March 31, 2017 we had a working capital deficit of $1,711,648 and a stockholders’ deficit of $18,025,693. All of these factors combined raises substantial doubt regarding our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Since our inception through March 31, 2017, we have obtained funds primarily from the issuance of common stock and debt. Management believes this funding will continue, and is continually seeking new investors. Management believes the existing shareholders and lenders and prospective new investors will provide the additional cash needed to meet our obligations as they become due, and will allow the development of our core business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Securities Issued in Unregistered Transactions during the three months ended March 31, 2017
a)
On January 25, 2017, in connection with the Settlement Agreement described in Note 7 we issued 625,000 common shares having a fair market value of $6,425 for a registered broker dealer to act on our behalf;
b)
Between February 15, 2017 and March 31, 2017, a total of $144,089 of the Old Main debt was converted into 46,153,843 common shares at an aggregate average price of $0.003 per share;
c)
Between January 27, 2017 and March 31, 2017, a total of $250,738 of the Rockwell Capital Inc. Settlement Agreement Claim Amount was settled and converted into 78,459,168 common shares at an aggregate average price of $0.003 per share;
d)
On March 13, 2017, we issued 200,000 common shares to settle $2,000 of creditor debt. These shares were valued at $0.01 per common shares; Is the company BROKE? Poor slobs loose money for payment. :( Require cash payment next time I bet
e)
On March 13, 2017, we issued 500,000 common shares at a fair value of $0.01 per share to a service provider pursuant to a Consultant Agreement. The fair market value of these shares, being $5,000 was charged to operations. Is the company BROKE? Poor slobs loose money for payment. :( Require cash payment next time I bet
Subsequent Sales of Unregistered Securities
Subsequent to March 31, 2017, we issued the following securities in unregistered transactions:
a)
On April 19, 2017 GHS Investments, LLC (“GHS”), pursuant to an Assignment Agreement between us, the lender (See Note 8 (a)), and GHS, satisfied our obligations to the lender in the amount of $118,231 which included principal of $80,750 and accrued regular and default interest of $37,481. GHS has the right to convert this amount into our common shares at a 40% discount of the average of the three lowest traded prices in the prior 20 days. To date a total of $47,216 was converted into 20,800,000 common shares at an average aggregate price of $0.002. We have reserved 40,000,000 common shares for future issuances pursuant to a Reservation Letter dated April 17, 2017 of which a balance of 19,200,000 remains unused.
b)
On April 25, 2017 Old Main paid TCA $50,000 to paydown interest and principal owing to TCA. We also incurred $10,000 of costs relating to associated regulatory matters. Old Main subsequently converted $81,889 into 34,765,031 common shares at an aggregate price of $0.002 per share.
Subsequent to March 31, 2017 we issued a further 200,000 Series “A” Preferred Shares to our Chief Executive Officer for $800.
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