Pulse Beverage Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-27: Form 8-K; Period of report 2017-12-26; Description 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.02.
- 2017-05-19: Form 8-K; Period of report 2017-05-19; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2017-05-12: Form 8-K; Period of report 2017-05-12; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2017-05-02: Form 8-K; Period of report 2017-05-02; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-27 | 8-K | 2017-12-26 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 On December 26, 2017, Registrant sold five (5) ‘restricted’ shares of its newly created Series B Preferred Stock to Robert E. Yates, its Chief Executive Officer and one of its two Directors, at a price of $20.00 per share, for a total purchase price of $100.00. 3.03 As a result of the creation of the Series B Preferred Stock, as described in Item 5.03 below, and the sale of all five Series B Preferred Shares thereby created to Robert E. Yates, as described in Item 3.02 above, Mr. Yates has now secured a controlling interest in the Corporation, and the other existing shareholders, even were they to vote their shares unanimously, represent a minority block of shareholders in the Corporation, and do not have to power to overrule decisions made by Mr. Yates with respect to the Corporation. 5.01 As a result of the issuance and sale to Robert E. Yates, the Company’s Chief Executive Officer, of five shares of the Company’s Series B Preferred Stock on December 26, 2017 (see Item 3.02 above), Mr. Yates became the controlling shareholder of the Company. 5.03 The Articles of Incorporation of the Corporation give its Board of Directors the power to issue up to 1,000,000 shares of Preferred Stock, and to fix the rights, preferences and privileges of each class of preferred stock so created. | form8-k.htm |
| 2017-05-19 | 8-K | 2017-05-19 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 16, 2017 the Company’s Board of Directors engaged with L&L CPAs PA of Cornelius, NC as the Company’s independent registered public accounting firm for the year ending December 31, 2017. | plsb20170518_8k.htm |
| 2017-05-12 | 8-K | 2017-05-12 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 9, 2017 RBSM, LLP resigned as The Pulse Beverage Corporation’s (the “ Company”) Registered Public Accounting Firm, and the Company’s Board of Directors has accepted this resignation. | plsb20170512_8k.htm |
| 2017-05-02 | 8-K | 2017-05-02 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 8.01 On May 02, 2017 the Company released its Company Profile to be used to familiarize shareholders, prospective shareholders, vendors, customers and other interested parties in the Company and its prospects. | plsb20170502_8k.htm |
| 2017-04-24 | 8-K | 2017-04-21 | 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant | 3.02 On April 21, 2017, Registrant sold 200,000 ‘restricted’ shares of its Series A Preferred Stock to Robert E. Yates, its Chief Executive Officer and one of its two Directors, for a total purchase price of $800. 5.01 As a result of the issuance and sale to Robert E. Yates, the Company’s Chief Executive Officer, of 200,000 shares of the Company’s Series A Preferred Stock on April 21, 2017 (see Item 3.02 above), Mr. Yates became the controlling shareholder of the Company. | plsb20170422_8k.htm |
| 2017-04-06 | 8-K | 2017-04-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 Registrant entered into a financing arrangement on April 3, 2017, with Old Main Capital, LLC, (“Lender”), and delivered its installment Convertible Promissory Note (the “Note”) to Lender. 3.02 On April 3, 2017, Registrant executed a Convertible Promissory Note in favor of Old Main Capital, LLC, (see Item 2.03 above), whose provisions provide in part for the conversion of the principle and accrued interest on the Note into shares of the common stock of Registrant at a conversion price per share equal to 65% of the average of the two lowest traded prices for the Company’s stock in the 30 days preceding conversion. | plsb20170405_8k.htm |
| 2017-01-24 | 8-K | 2017-01-23 | 5.07 Submission of Matters to a Vote of Security Holders | form8kspecmeet1-17.txt | |
| 2017-01-10 | 8-K | 2016-12-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | form8k101canadarts1-17.txt | |
| 2016-05-09 | 8-K | 2016-04-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 30, 2016 Brian D. Corday resigned as an officer and director of the Company. | form8k.htm |
| 2016-03-29 | 8-K | 2016-03-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 6, 2015, The Pulse Beverage Corporation (the “Company”), and its wholly-owned subsidiary, Natural Cabana SA de CV as Guarantor, and TCA Global Credit Master Fund, LP (the “Lender”) entered into a Senior Secured Revolving Credit Facility Agreement and Senior Revolving Convertible Promissory Note effective November 6, 2015 (the “Credit Facility”). | form8k.htm |
| 2016-01-06 | 8-K | 2015-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | form8kitem502jan-16.txt | |
| 2015-12-02 | 8-K | 2015-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective on December 1, 2015 the Board of Directors of The Pulse Beverage Corporation accepted the Consent to Act as a Director from Brian D. Corday and appointed Mr. Corday to serve as Executive Vice President of Business Development. | form8k.htm |
| 2015-11-10 | 8-K | 2015-11-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 6, 2015, The Pulse Beverage Corporation (the “Company”), and its wholly-owned subsidiary, Natural Cabana SA de CV as Guarantor, and TCA Global Credit Master Fund, LP (the “Lender”) entered into that certain Credit Agreement (the “Credit Agreement), dated as of July 31, 2015 and effective November 6, 2015 (the “Effective Date”). 2.03 See discussion in Item 1.01. 3.02 See discussion in Item 1.01. | form8k.htm |
| 2015-03-27 | 8-K | 2015-03-27 | 3.02 Unregistered Sales of Equity Securities | 3.02 On March 27, 2015 the Company sold 10,050,000 Units to private investors at a price of $0.10 per unit. | form8k.htm |
| 2015-02-25 | 8-K | 2015-02-24 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 24, 2015, The Pulse Beverage Corporation (the “Registrant” or the “Company”) was notified by L.L. Bradford & Company, LLC (“Bradford”) that, due to transitioning out of public company audits, the firm was required to resigned as the Registrant’s independent registered public accounting firm. | form8k.htm |
| 2013-05-02 | 8-K | 2013-05-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 10, 2013, Francis Chiew tendered his resignation as a director of the Company. | form8k.htm |
| 2013-02-04 | 8-K | 2013-02-04 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On January 31, 2013, the Board of Directors of The Pulse Beverage Corporation (the “Company”) dismissed by mutual agreement, Weaver, Martin & Samyn , LLC, as its principal independent accountant. | form8k.htm |
| 2012-09-25 | 8-K | 2012-09-24 | 8.01 Other Events | 8.01 The Company has recently been made aware that a Notice of Civil Claim as against the Company and two former directors of the Company was filed in the Supreme Court of British Columbia. | form8k.htm |
| 2012-08-01 | 8-K | 2011-12-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 sold 1,000,000 units at a price of $0.50 per unit, for a total amount of $500,000. | form8k.htm |
| 2011-08-17 | 8-K | 2011-08-11 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On August 11, 2011, the Pulse Beverage Corporation (the “Company”) received confirmation of the acceptance by the Nevada Secretary of State of the Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”). | form8k.htm |
| 2011-08-04 | 8-K | 2011-07-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 29, 2011, The Pulse Beverage Corporation, a Nevada corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to approve: (i) a proposed amendment to the Company’s Articles of Incorporation to authorize the issuance of up to 1,000,000 shares of preferred stock, par value $0.001 per share (“Proposal 1”); and (ii) the Company’s 2011 Equity Incentive Plan (“Proposal 2”). | form8k.htm |
| 2011-02-24 | 8-K | 2011-02-24 | 8.01 Other Events | 8.01 As previously reported in a Current Report on Form 8-K filed February 22, 2011, effective February 17, 2011, The Pulse Beverage Corporation (f/k/a Darlington Mines Ltd.) (the “Company”) completed a merger with its wholly owned subsidiary, The Pulse Beverage Corporation, and assumed the subsidiary’s name by filing Articles of Merger with the Nevada Secretary of State (the “Name Change”). | form8k.htm |
| 2011-02-22 | 8-K | 2011-02-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 On February 15, 2011 (the “Closing Date”), Darlington Mines Ltd., a Nevada corporation (the “Registrant”) closed a voluntary share exchange transaction with The Pulse Beverage Corporation (“Pulse”) pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Registrant, Pulse and the stockholders of Pulse (the “Pulse Stockholders”). 3.02 As more fully described in Item 2.01 above, in connection with the Share Exchange Transaction, on the Closing Date we issued a total of 13,280,000 shares of our common stock in exchange for 100% of the issued and outstanding common stock of Pulse. 5.02 The information contained in Item 2.01 above is incorporated by reference herein. 5.03 As disclosed in Item 2.01 of this Form 8-K, on February 15, 2011 we entered into the Exchange Agreement to effectuate the Closing of the Share Exchange Transaction. 5.06 Following the consummation of the Exchange Agreement in Item 2.01 of this Current Report on Form 8-K, which is incorporated by reference herein, we believe that we are not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. | form8k.htm |
| 2011-02-03 | 8-K | 2011-01-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure under Item 1.01, above, is incorporated by reference in its entirety into this Item 3.02. | form8k.htm |
| 2011-01-28 | 8-K | 2011-01-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2009-12-31 | 8-K | 2009-10-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective on October 14, 2009, the Board of Directors of Darlington Mines Ltd. (the "Company") accepted the resignation of Michelle Masich as President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director of the Company and the resignation of W. David Radbourne as Secretary and a director of the Company.. | f8k.htm |