PCS Edventures!, Inc. 10-K

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 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 OTC Markets Group, Inc. Pink Sheets , and do not necessarily reflect transactions, retail markups, markdowns, or commissions. Stock Quotations. Quarter Ended High Low 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 June 30, 2014 $ 0.06 $ 0.06 September 30, 2014 $ 0.06 $ 0.06 December 31, 2014 $ 0.04 $ 0.04 March 31, 2015 $ 0.03 $ 0.03 H olders. As of March 31, 201 5 , 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. 14 14 Table of Contents 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, 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 Company’s 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 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 1,397,335 $ 0.30 799,995 Equity compensation plans not approved by security holders - $ - - Total 1,397,335 $ 0.33 799,995 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 Company’s 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 have sold the follow shares of our common stock, which are comprised of unregistered and “restricted securities” as defined in SEC Rule 144: 15 15 Table of Contents Number of Name of Person or Group Shares Consideration Note * Consultants 1,816,750 $ 104,000 1 Legal Consultants 660,319 40,294 2 Legal Settlement 400,000 22,000 3 Private Investors: Warrants - - 4 P rivate Investor: Note Conversions 24,129,297 895,945 5 * Employees: Benefits 134,096 7,152 6 * Employees: Bonus 923,343 60,241 7 *Board of Directors: RSU’s 1,232,143 126,911 8 29,295,948 $ 1,256,543 * Issued as Restricted Securities under the 2009 Plan. Shares issued to consultants for services: Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 800x600 Normal 0 false false false EN-US X-NONE X-NONE 50,400 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 400,000 $ 800x600 Normal 0 false false false EN-US X-NONE X-NONE 2,520 $ - $ 800x600 Normal 0 false false false EN-US X-NONE X-NONE 20,000 Q2 800x600 Normal 0 false false false EN-US X-NONE X-NONE 66,350 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 300,000 800x600 Normal 0 false false false EN-US X-NONE X-NONE 3,980 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 17,500 Q3 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 1,000,000 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 60,000 Q4 - - - - - - Shares issued for legal services: Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 800x600 Normal 0 false false false EN-US X-NONE X-NONE 230,627 - - $ 800x600 Normal 0 false false false EN-US X-NONE X-NONE 11,531 $ - $ - Q2 800x600 Normal 0 false false false EN-US X-NONE X-NONE 233,067 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 10,681 - - Q3 - - - - - - Q4 800x600 Normal 0 false false false EN-US X-NONE X-NONE 196,625 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 18,082 - - Shares issued for legal settlement : Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 - - - $ - $ - $ - Q2 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 400,000 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 22,000 Q3 - - - - - - Q4 - - - - - - 4. Shares issued to private investors for the purchase of warrants: Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 - - - $ - $ - $ - Q2 - - - - - - Q3 - - - - - - Q4 - - - - - - 16 16 Table of Contents 5. Shares issued to private investors for the conversion of promissory note : Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 - - - $ - $ - $ - Q2 800x600 Normal 0 false false false EN-US X-NONE X-NONE 1,330,210 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 18,455,666 800x600 Normal 0 false false false EN-US X-NONE X-NONE 63,496 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 696,374 Q3 800x600 Normal 0 false false false EN-US X-NONE X-NONE 1,204,791 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 33,800 - - Q4 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 3,138,630 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 102,275 - 6. Shares issued to employees for benefits: Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 800x600 Normal 0 false false false EN-US X-NONE X-NONE 48,522 - - $ 800x600 Normal 0 false false false EN-US X-NONE X-NONE 2,426 $ - $ - Q2 800x600 Normal 0 false false false EN-US X-NONE X-NONE 85,574 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 4,726 - - Q3 - - - - - - Q4 - - - - - - 7. Shares issued to employees for bonus es : Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 800x600 Normal 0 false false false EN-US X-NONE X-NONE 200,000 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 22,000 - - Q2 800x600 Normal 0 false false false EN-US X-NONE X-NONE 398,343 800x600 Normal 0 false false false EN-US X-NONE X-NONE 30,000 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 21,401 800x600 Normal 0 false false false EN-US X-NONE X-NONE 1,500 - Q3 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 170,000 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 8,160 Q4 800x600 Normal 0 false false false EN-US X-NONE X-NONE 60,000 800x600 Normal 0 false false false EN-US X-NONE X-NONE 65,000 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 3,600 800x600 Normal 0 false false false EN-US X-NONE X-NONE 3,580 - 8 . Shares issued to our Board of Directors for Restricted Stock Units : Shares Value Fiscal Year Fiscal Year 2013 2014 2015 2013 2014 2015 Q1 - - - $ - $ - $ - Q2 800x600 Normal 0 false false false EN-US X-NONE X-NONE 442,857 - - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 40,000 - Q3 800x600 Normal 0 false false false EN-US X-NONE X-NONE 300,000 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 489,286 800x600 Normal 0 false false false EN-US X-NONE X-NONE 60,000 - 800x600 Normal 0 false false false EN-US X-NONE X-NONE 26,911 Q4 - - - - - - 17 17 Table of Contents Securities Act of 1933, as amended (the “ Securities Act ” ) Registration Exemption Relied Upon 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 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 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 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; however, Todd R. Hackett, the Company’s 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. Hackett’s Schedule 13D filings with the SEC at www.sec.gov , under the filings of the Company. Item 6. Selected Financial Data. Not required for smaller reporting companies.