PCS Edventures!, Inc. 10-Q

Item 1. Legal Proceedings. None. Item 2. Recent Sale of Unregistered Securities. Security issuances occurred during the quarter ended September 30, 2014. Name of Person or Group Shares Consideration **Consultants 350,000 $ 17,500 **Convertible Promissory Note Holders 18,455,666 696,374 * Employees: Bonus — — **Settlement Expense 400,000 22,000 19,205,666 $ 735,874 * Issued as Restricted Securities under the 2009 Equity Incentive Plan; the shares issuable thereunder are registered on Form S-8 of the SEC. ** We issued these securities to persons who were either “accredited investors” or “sophisticated investors” as those terms are respectively defined in Rules 501 and 506 of the SEC; and each person had prior access to all material information about us. We believe that the offer and sale of these securities was exempt from the registration requirements of the Securities Act pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the SEC. Section 18 of the Securities Act preempts state registration requirements for sales to these classes of persons, save for compliance with state notice and fee requirements, as may be applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Mine Safety Disclosures None; not applicable.