Summary of Significant Accounting Policies | NOTE 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., initially announcing plans to develop software applications for mobile devices. In anticipation of a change of control transaction, which closed on May 15, 2014, the Company changed its name to Pulse Evolution Corporation effective May 8, 2014. The Company is 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 worlds most globally recognized digital humans, the Company is initially 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, the Company is principally focused on generating revenues from key agreements with the leading celebrity estates of Michael Jackson, Elvis Presley and Marilyn Monroe. The Company believes that digital humans will be ubiquitous in society, culture and industry. 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 interacting in electronic and mobile communication, social media, video games and virtual reality. The Company believes 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 the Companys immediate focus on entertainment, the Company is devoting significant resources to developing the role of digital humans in virtual reality and in artificial intelligence. In the first quarter of our fiscal year 2016, the Company entered into a contract services relationship, developing digital humans and content, for a leading virtual reality industry company. Though there are no plans to pursue a business model of contract services, the project has enabled the Company to further develop its proprietary human animation technologies and efficiently enter into the high-growth virtual reality industry. The Company has also recently consummated its first joint venture with an artificial intelligence company. Pursuant to the terms of this agreement, SpaceBoy, a leading Japan-based artificial intelligence company, made a direct equity investment into Company common stock, while also providing the Company with an opportunity to build thinking digital humans based on SpaceBoys AI Inside technology. It is the Companys goal to be the face of artificial intelligence, to provide a human form to interactive artificially intelligent computer beings. The Company believes the experience and vision of our leadership team, combined with existing and growing business relationships, have positioned the Company to be a leading pioneer in the worlds of virtual reality and artificial intelligence. The Companys media and entertainment business model is focused on participation in intellectual property through the development, production and ownership of entertainment properties featuring globally recognized animated virtual performers and through multiyear revenueshare relationships with living celebrities and late celebrity estates. In late 2013, Pulse Entertainment Corporation (Pulse Entertainment), now a wholly-owned subsidiary of the Company, entered into a 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. In August 2014, the Company entered into a multiyear agreement with ABG EPE IP, LLC (ABG), the principal owner of rights related to the estate of the late celebrity Elvis Presley to produce a photorealistic digital likeness of the late celebrity and to participate in a share of revenues that could be realized through performances of the Virtual Elvis Presley in diverse entertainment and media applications. In October 2014, the Company entered into a multiyear agreement with the estate of the late celebrity Marilyn Monroe 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 Marilyn Monroe in diverse entertainment and media applications. Acquisition of Pulse Entertainment In May 2014, the Company signed a letter of intent to exchange at least a majority of its unissued shares of common stock for 100% of the outstanding common stock of Pulse Entertainment Corporation, a related party. 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. Upon closing of the transaction, Pulse Entertainment will become a subsidiary of the Company and the total shares of common stock outstanding are expected to be 146,280,014. 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 three months 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 Companys shareholders who are also shareholders of Pulse Entertainment canceled 60,910,113 shares of the Companys common stock previously issued 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 a 93.8% interest at December 31, 2014. 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 Companys unregistered common stock. In the event these shares are exchanged, Pulse Entertainment will become a wholly owned subsidiary of the Company. Recapitalization The Companys 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 three and six months ended December 31, 2014 and for the period from October 10, 2013 through December 31, 2013. Because Pulse Entertainment is the acquirer for financial reporting purposes, comparative prior year data is presented for the period from October 10, 2013 through December 31, 2013 due to Pulse Entertainments incorporation occurring on October 10, 2013 in the state of Delaware. Liquidity The Company has been highly dependent on raising capital to fund its startup and growth strategies. To date, the Company has raised capital from the sales of its common stock without restrictive covenants from institutional investors and strategic partners (See Note 8 Capitalization). On September 30, 2014, the Company and Pulse Entertainment completed an initial closing under the terms of a share exchange agreement they entered into whereby Pulse Entertainment became a subsidiary of the Company. As of December 31, 2014, the Company owns 93.8% of Pulse Entertainment. The Companys core business is the acquisition from estates and other rights holders of certain intellectual property rights to create virtual celebrities, and the right to present, and license to others to present, those virtual performers in live, and a variety of livevirtual and commercial formats. In execution of its business plan, the Company has considered various models for executing its business plan. Originally, the Company intended to focus on providing virtual performers for appearances and collecting royalties when the Company has an ownership interest in the intellectual property rights for the virtual performer (the Talent Model). Under the Talent Model, the Company would permit other producers to create performances that make use of virtual performers created by the Company. In addition to being available for performances in entertainment productions, the virtual performers would also be available for diverse other appearances, such as television commercials, print advertising campaigns, short-form content and downloadable apps. Under the Talent Model, the Company is positioned to earn revenues from its virtual performers, and through its revenue share agreements with celebrity estates, in a manner that is consistent with how the actual celebrities would earn revenues through their direct performances and appearances. The Company has also considered a traditional visual effects services model, principally in response to requests by third-parties that would like to build computer generated, digital humans depicting actual historical figures, living celebrities and fictional fantasy characters. To the extent the Company has available human resources, whether between production contracts or otherwise, the Company believes such services projects represent an opportunity to generate additional high-margin revenue, based on our human animation specialization, and also the opportunity to see additional benefits of the services work as funded research and development. Additionally, certain of these projects also have the potential to strengthen the Companys reputation as a leader in the field of human animation. Subsequently, the Company decided to explore and develop opportunities to act as a producer of events (the Producer Model), thereby enabling the company to exert significant creative and technological control over the performance productions, and to capture significantly greater portions of the realizable economic value created by the virtual performance. Under both models, the Company expects to generate revenues and/or positive operating cashflow on all digital construction, animation, and production services that it provides, plus royalties and performance fees 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 asneeded basis for each project or production (Contract Staffing), and to what extent the Company carries a concentration of creative and production resources inhouse (InHouse Staffing). While execution of the Producer Model enables the Company to capture more of the value created by the virtual performers, it also requires the Company to raise significant amounts of production capital, which is similar to project financed equity or nonrecourse debt into production subsidiaries. Executing this model with Inhouse Staffing gives the Company certain strategic advantages and flexibility in the development of new concepts and application of new technologies, yet it also requires a higher employee headcount and the related operating overhead. The Companys ability to fund its operations and meet its obligations on a timely basis is dependent on its ability to match the available financial resources to its operating model (Talent vs. Producer) and its execution strategy (Contract Staffing vs. InHouse Staffing). The decisions the Company makes with regard to operating model and execution strategy drive the capital and liquidity requirements. The Company is currently operating under the Producer Model with significant InHouse Staffing resources. Consequently, the Company is heavily reliant upon raising equity capital to finance our operations, meet our working capital requirements and finance productions. To the extent that full development of the Companys growth opportunities also requires forming strategic alliances, the Company is prepared to do so. If, however, the Company is unable to successfully raise sufficient additional capital and generate cash flow from operations, the Company would likely have to curtail its activities as a production company, reduce its dependence on InHouse Staffing resources and downsize the scale of its operations in a manner consistent with the Talent Model. Basis of Presentation and Consolidation These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the financial statements included in Form 8-K filed with the SEC on October 10, 2014. The accompanying condensed consolidated financial statements include the accounts of Pulse Evolution Corporation, its majorityowned subsidiary Pulse Entertainment Corporation and its whollyowned subsidiary The Kopp Initiative, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company retroactively applied its recapitalization per the Share Exchange Agreement for all periods presented in the accompanying unaudited condensed consolidated financial statements. Reclassifications The accompanying condensed consolidated financial statements include certain reclassifications of amounts in the June 30, 2014 financial statements in order to conform to the December 31, 2014 presentation. 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 Intangibles 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 Company reclassified $500,000 of the launch fee to prepaid expenses as of December 31, 2014. Revenue Recognition The Company has entered into a production services agreement with the estate of a deceased celebrity that provide revenues based on certain production services. Revenue is recognized on a straightline basis over each contract period, as defined in each agreement. As the production services are rendered, revenue is recognized. Stockbased Compensation Accounting Standard Codification (ASC) 718, CompensationStock Compensation requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The Company measures the cost of employee services received in exchange for an award based on the grantdate fair value of the award. The Company accounts for nonemployee sharebased awards based upon ASC 50550, EquityBased Payments to NonEmployees. ASC 50550 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, the Companys awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, the Company estimates the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, the Company adjusts the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete. Income Taxes The Company 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. Earnings per Share Basic earnings per share are computed based upon the weightedaverage number of shares outstanding, including nominal issuances of common share equivalents, for each period presented. Fullydiluted, earnings per share is computed based upon the weightedaverage number of shares and dilutive share equivalents outstanding for each period presented. Due to the Companys net losses for the three and six months ended December 31, 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 three and six months ended December 31, 2014. These common stock equivalents include warrants for shares of the Companys common stock and rights to exchange shares of Pulse Entertainment Corporation common stock for shares of the Companys common stock. The potential dilutive securities outstanding that were excluded from the computation of diluted net loss per share for the three and six months ended December 31, 2014, because their inclusion would have had an antidilutive effect, are summarized as follows: Three Months Ended Six Months Ended December 31, 2014 December 31, 2014 Share exchange right of subsidiary shareholders 7,399,426 22,535,399 Unvested restricted stock 1,152,000 1,152,000 Warrants 2,800,000 2,800,000 Total 11,351,426 26,487,399 Recent Accounting Pronouncements On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 201409 (ASU 201409), Revenue from Contracts with Customers. ASU 201409 will eliminate transaction and industryspecific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 201409 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 201409 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulativeeffect adjustment as of the date of adoption. Management is currently evaluating the impact, if any, on adopting ASU 201409 on our results of operations or financial condition. In August 2014, the FABS issued ASU No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 will explicitly require management to assess an entitys ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15. |