Legal Proceedings.
−Removed: Anthony Maher brought suit against PCS in January
−Removed: of 2014, claiming breach of an employment contract, interference with economic expectancy, and fraud.
−Removed: A settlement was agreed
−Removed: in exchange for dismissal of the suit, and release of PCS from any liability to Mr.
−Removed: Maher for any and all claims related to Mr.
−Removed: Maher’s employment contract with PCS, PCS issued Mr.
−Removed: Maher 400,000 shares of the common stock of PCS, and paid him $50,000.
−Removed: PCS does not admit the allegations or any other wrongdoing, but would rather settle the matter for a modest amount costing the
−Removed: Company $10,000 after insurance settlement and $2,650 in mediation fees, to avoid the expense of defending it in court.
−Removed: settlement agreement was executed on July 9, 2014.
−Removed: On or about May 18, 2015, the Company was named
−Removed: as a co-defendant in a legal action related to one of its employees, alleged to have been driving an automobile negligently while
−Removed: on work related services for the Company, and causing damages to the plaintiffs in the action.
−Removed: The Company has engaged legal
−Removed: counsel to represent it in this matter, and it is not presently in a position to determine what, if any, liability it may have
−Removed: for the actions of its employee, or even whether such employee was negligence in any manner.
−Removed: The Company also believes that
−Removed: it has adequate insurance coverage for its legal representation and any potential liability.
+Added: 13, 2015, PCS filed a Summons and Complaint against Ty Jacobsen (Ada County Case No.
+Added: CV OC 1517581) in the Idaho Fourth Judicial
+Added: District Court.
+Added: parties to the suit are PCS Edventures!,com Inc .,
+Added: plaintiff, v.
+Added: Ty Jacobsen d/b/a Jacobsen Enterprises, defendant.
+Added: Our claims primarily involve defamation, breach of contract and
+Added: injunctive relief.
+Added: Through the Complaint, PCS
+Added: alleges Jacobsen
+Added: violated the terms of his Consulting Agreement, which included a non-disparagement agreement, by publishing false and defamatory
+Added: material in a Facebook forum and on his Tweeter feed, along with making defamatory statements to other PCS investors or potential
+Added: Complaint, PCS seeks both injunctive relief enjoining Jacobsen from further defamation, and damages for previous defamatory statements
+Added: and violation of the Consulting Agreement .
+Added: Unregistered Sale of Equity Securities and Use of Proceeds.
+Added: Security issuances occurred during the quarter ended September
+Added: Name of Person or
+Added: Consideration
+Added: **Consultants
+Added: **Convertible Promissory Note Holders
+Added: * Former Employee:
+Added: ISO Stock Options
+Added: * Issued as “restricted”
+Added: under the 2009 Equity Incentive Plan;
+Added: however, the shares issuable thereunder are registered on Form S-8 of the SEC.
+Added: ** We issued these securities to persons who were either “accredited
+Added: investors”
+Added: or “sophisticated investors”
+Added: as those terms are respectively defined in Rules 501 and 506 of the
+Added: and each person had prior access to all material information about us.
+Added: We believe that the offer and sale of these securities
+Added: was exempt from the registration requirements of the Securities Act pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of
+Added: Regulation D of the SEC.
+Added: Section 18 of the Securities Act preempts state registration requirements for sales to these classes
+Added: of persons, save for compliance with state notice and fee requirements, as may be applicable.
+Added: Defaults Upon Senior Securities.
+Added: not applicable.
+Added: Mine Safety Disclosures
+Added: not applicable.
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.