Statement of Ownership (sc 13g)
May 12 2017 - 3:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
The
Pulse Beverage Corporation
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
745861104
(CUSIP
Number)
Old
Main Capital, LLC
3107 Stirling Road, Suite 102
Fort Lauderdale, FL 33312
1-816-621-3400
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May
8, 2017
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule
13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 745861104
|
13G
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Page
2 of 5 Pages
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1.
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
|
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Old
Main Capital, LLC
EIN
#47-2862742
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America, State of Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
|
|
|
|
25,000,769
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6.
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SHARED VOTING POWER
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|
|
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0
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7.
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SOLE DISPOSITIVE POWER
|
|
|
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25,000,769
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8.
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SHARED DISPOSITIVE POWER
|
|
|
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0
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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25,000,769
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
9.99
1
%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
|
|
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Accredited
Investor
|
1
This percentage is calculated based on approximately 252,533,022 shares of common stock outstanding as of May 8,
2017. As of May 8, 2017, Old Main Capital, LLC (“Old Main”) was deemed to have beneficially owned 9.99% of the common
stock of The Pulse Beverage Corporation (“Company”), as a result of Old Main’s ownership of that certain convertible
promissory note, which gives Old Main the rights to own an aggregate number of shares of the Company’s common stock in an
amount not to exceed 9.99% of shares then outstanding.
CUSIP
No. 745861104
|
13G
|
Page
3 of 5 Pages
|
Item
1.
|
(a)
|
Name
of Issuer
The
Pulse Beverage Corporation
|
|
|
|
|
(b)
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Address
of Issuer’s Principal Executive Offices
11678 N. Huron Street, Northglenn, CO 80234
|
Item
2.
|
(a)
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Name
of Person Filing
Old
Main Capital, LLC
|
|
|
|
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(b)
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Address
of the Principal Office or, if none, residence
3107
Stirling Road, Suite 102, Fort Lauderdale, FL 33312
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(c)
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Citizenship
|
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United
States of America
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(d)
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Title
of Class of Securities
Common
Stock
|
|
|
|
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(e)
|
CUSIP
Number
745861104
|
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
(a)
|
☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
|
☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
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(j)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP
No. 745861104
|
13G
|
Page
4 of 5 Pages
|
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
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Amount beneficially owned: 25,000,769
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(b)
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Percent of class: 9.99%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 25,000,769
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(ii)
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Shared power to vote or to direct the vote 0
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(iii)
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Sole power to dispose or to direct the disposition of
25,000,769
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(iv)
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Shared power to dispose or to direct the disposition
of 0
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Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following
☐
.
Instruction
.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
CUSIP
No. 745861104
|
13G
|
Page
5 of 5 Pages
|
Item
10. Certification.
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(a)
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The following certification shall be included if the
statement is filed pursuant to §240.13d-1(b):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the
statement is filed pursuant to §240.13d-1(c):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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May 12, 2017
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Date
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/s/
Adam Long
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Signature
|
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Adam
Long, President
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Name/Title
|