PCS Edventures!, Inc. 10-K/A

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities. Market Information. Our common stock is presently quoted on the OTC Bulletin Board of the NASD under the symbol “PCSV” as discussed below. No assurance can be given that the market for our common stock will continue in the future or will be maintained. The possible sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC held by members of management or others could have a substantial adverse impact on this market. The range of high and low bid quotations for our common stock during each quarter of our past two fiscal years is shown below. Prices are inter-dealer quotations as reported by the NQB, LLC, and do not necessarily reflect transactions, retail markups, markdowns, or commissions. Stock Quotations. Quarter Ended High Low June 30, 2012 $ 0.11 $ 0.03 September 30, 2012 $ 0.180 $ 0.05 December 31, 2012 $ 0.05 $ 0.04 March 31, 2013 $ 0.04 $ 0.04 June 30, 2013 $ 0.06 $ 0.06 September 30, 2013 $ 0.08 $ 0.06 December 31, 2013 $ 0.07 $ 0.03 March 31, 2014 $ 0.06 $ 0.05 Holders. As of March 31, 2014, we had approximately 250 stockholders of record through our transfer agent. This figure does not include an indeterminate number of stockholders who may hold their shares in a street name. Dividends. We have not paid any cash dividends since our inception and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intent of management to utilize all available funds for the development of our business. Securities Authorized for Issuance Under Equity Compensation Plans. On August 27, 2009, the Board of Directors adopted and the shareholder’s approved the PCS Edventures!.com, Inc. 2009 Equity Incentive Plan (“2009 Plan”). The 2009 Plan was designed to replace the existing 2004 Nonqualified Stock Option Plan (“2004 Plan”). The 2009 Plan provides for the grant of various types of equity instruments, including grants of restricted and unrestricted PCS common stock as well as options and other types of awards. The 2009 Plan was implemented to align the interests of the Company’s employees with those of the shareholders and to motivate, attract, and retain its employees and provide an incentive for outstanding performance. Number of Securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders 2,917,287 $ 0.33 2,917,287 Equity compensation plans not approved by security holders - $ - - Total 2,917,287 $ 0.33 2,917,287 On April 4, 2012, the Board adopted and the shareholders approved an Amendment to an increase in the number of shares of common stock available for grants, incentive or other purposes under the Company’s 2009 Equity Incentive Plan from 4,000,000 shares to 8,000,000 shares. 18 Recent Sales of Unregistered Securities During the last three years, we sold the securities listed below in unregistered transactions. Each of the sales was sold in reliance on the exemption provided for in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). No underwriting fee or other compensation was paid in connection with the issuance of shares. Number of Name of Person or Group Shares Consideration Note * Consultants 588,242 $ 71,509 1 Legal Consultants 956,690 71,355 2 Private Investors 80,000 8,000 3 Private Investors: Warrants 260,000 39,000 4 Private Investor: Note Conversions 5,673,631 197,296 5 *Employees: Benefits 1,011,905 99,205 6 *Employees: Bonus 781,005 57,890 7 *Board of Directors: RSU’s 919,329 190,000 8 10,270,802 $ 734,255 * Issued as Restricted Securities under the 2009 Equity Incentive Plan. Shares issued to consultants for services: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 56,339 50,400 - $ 16,134 $ 2,520 $ - Q2 111,550 66,350 - 21,800 3,980 - Q3 218,253 - - 22,575 - - Q4 85,350 - - 4,500 - - Shares issued for legal services: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 10,361 230,627 - $ 3,906 $ 11,531 $ - Q2 53,627 233,067 - 10,396 10,681 - Q3 131,322 - - 10,827 - - Q4 101,061 196,625 - 5,932 18,082 - Shares issued to private investors for cash purchase: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 80,000 - - $ 8,000 $ - $ - Q2 - - - - - - Q3 - - - - - - Q4 - - - - - - 19 4. Shares issued to private investors for the purchase of warrants: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 - - - $ - $ - $ - Q2 - - - - - - Q3 260,000 - - 39,000 - - Q4 - - - - - - 5. Shares issued to private investors for the conversion of promissory note: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 - - - $ - $ - $ - Q2 - 1,330,210 - - 63,496 - Q3 - 1,204,791 - - 33,800 - Q4 - - 3,138,630 - - 100,000 6. Shares issued to employees for benefits: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 66,843 48,522 - $ 18514 $ 2,426 $ - Q2 167,524 85,574 - 32,449 4,726 - Q3 419,833 - - 29,703 - - Q4 223609 - - 11,387 - - 7. Shares issued to employees for bonuses: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 - 200,000 - $ - $ 22,000 $ - Q2 - 398,343 30,000 - 21,401 1,500 Q3 - - - - - - Q4 27,662 60,000 65,000 5,809 3,600 3,580 20 8. Shares issued to Company’s Board of Directors for Restricted Stock Units: Shares Value Fiscal Year Fiscal Year 2012 2013 2014 2012 2013 2014 Q1 - - - $ - $ - $ - Q2 176,472 - 442,857 90,000 - 40,000 Q3 - 300,000 - - 60,000 - Q4 - - - - - - Securities Act of 1933, as amended (the “Securities Act”) Registration Exemption Relied Upon Unless otherwise exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), 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 Securities Exchange Commission. 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. Shares issued under the 2009 Plan have been registered on Form S-8 of the SEC; however, in many instances, shares issued or granted under the 2009 Plan were issued as “restricted securities” under Board of Director resolutions as indicated above. Use of Proceeds of Registered Securities There were no proceeds received during the fiscal year ended March 31, 2014, from the sale of registered securities. Purchase of Equity Securities by Us and Affiliated Purchasers During the year ended March 31, 2014, the Company made no purchases of its outstanding equity securities. Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers. None, not applicable. Item 6. Selected Financial Data. None, not applicable.