PCS Edventures!, Inc. 10-Q/A

Item 1. Legal Proceedings. Anthony Maher brought suit against PCS, claiming breach of an employment contract, interference with economic expectancy, and fraud. Settlement was agreed in principle during mediation on July 9, 2014 as follows: in exchange for dismissal of the suit, and release of PCS from any liability to Mr. Maher for any and all claims related to Mr. Maher’s employment contract with PCS, PCS will issue Mr. Maher 400,000 shares of the common stock of PCS, and pay him $50,000.00. PCS does not admit the allegations or any other wrongdoing, but rather settled the matter for a modest amount to avoid the expense of defending it court. The settlement agreement has not been signed but we anticipate execution of the settlement agreement and dismissal of the suit by August 15, 2014. There are no other lawsuits pending involving PCS. Item 2. Recent Sale of Unregistered Securities. Security issuances occurred during the quarter ended June 30, 2014. Name of Person or Group Shares Consideration **Consultants 400,000 20,000 **Legal Consultants — — * Employees: Bonus — — * Employees: Benefits — — 400,000 20,000 * 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 27 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.