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Item 5. Market for Registrant’s Common Equity

2015-06-16 compared with 2014-06-30 · 32 added, 30 removed, 48 unchanged (56% of the section changed)

1 unchanged sentence

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.

Our common stock is presently quoted on the OTC Markets Group, Inc.

Pink Sheets under the symbol PCSV as discussed below.

No assurance can be given that the current 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.

Prices are inter-dealer quotations as reported by OTC Markets Group, Inc.

Pink Sheets , and do not necessarily reflect transactions, retail markups, markdowns, or commissions.

Stock Quotations.

13 unchanged sentences

Securities Authorized for Issuance Under Equity Compensation Plans.

On August 27, 2009, the Board of Directors adopted and the shareholders 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).

On August 27, 2009, our Board of Directors adopted and our shareholders subsequently approved the PCS Edventures!.com, Inc.

2009 Equity Incentive Plan ( the 2009 Plan ).

The 2009 Plan was designed to replace the existing 2004 Nonqualified Stock Option Plan ( the 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 Companys employees with those of the shareholders and to motivate, attract, and retain its employees and provide an incentive for outstanding performance.

The 2009 Plan was implemented to align the interests of the Companys employees with those of the shareholders and to motivate, attract, and retain our employees and provide an incentive for outstanding performance.

Number of Securities to be issued upon exercise of outstanding options, warrants

4 unchanged sentences

equity compensation plans

excluding securities reflected in column (a)

Equity compensation

plans approved by

security holders

Equity compensation

plans not approved by

excluding securities reflected in

compensation plans

approved by security

compensation plans

not approved by

security holders

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 Companys 2009 Equity Incentive Plan from 4,000,000 shares to 8,000,000 shares.

On April 4, 2012, our Board of Directors adopted and t our shareholders subsequently approved an Amendment to an increase in the number of shares of our common stock available for grants, incentive or other purposes under the Companys 2009 Equity Incentive Plan from 4,000,000 shares to 8,000,000 shares.

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.

During the last three years, we have sold the follow shares of our common stock, which are comprised of unregistered and restricted securities as defined in SEC Rule 144:

Name of Person or Group

2 unchanged sentences

Legal Consultants

Private Investors

Legal Settlement

Private Investors:

Private Investor:

P rivate Investor:

Note Conversions

*Board of Directors:

* Issued as Restricted Securities under the 2009 Equity Incentive Plan.

* Issued as Restricted Securities under the 2009 Plan.

Shares issued to consultants for services:

Shares issued for legal services:

Shares issued to private investors for cash purchase:

Shares issued for legal settlement :

Shares issued to private investors for the purchase of warrants:

1 unchanged sentence

Shares issued to employees for benefits:

Shares issued to employees for bonuses:

Shares issued to Companys Board of Directors for Restricted Stock Units:

Shares issued to employees for bonus es :

Shares issued to our Board of Directors for Restricted Stock Units :

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;

Unless otherwise exempt from registration under 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 Regulation D 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.

We believe that the offer and sale of these securities was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2), 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.

Shares issued under the 2009 Plan have been registered on Form S-8 of the SEC;

Shares issued under the 2009 Plan have been registered on Form S-8 with 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.

There were no proceeds received by us during the fiscal year ended March 31, 201 5 , from the sale of registered securities.

Purchase of Equity Securities by Us and Affiliated Purchasers

During the year ended March 31, 2015, 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.

however, Todd R.

Hackett, the Companys Co-CEO, shareholder, predominant promissory note holder, and Board of Directors member, has purchased 1,520,972 shares of PCS Edventures!

common stock on the open market between fiscal year end March 31, 2015, and filing of this Annual Report.

Information about these p urchases can be accessed in Mr.

Hacketts Schedule 13D filings with the SEC at www.sec.gov , under the filings of the Company.

Selected Financial Data.

None, not applicable.

Not required for smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity