PCS Edventures!, Inc. 10-Q

Item 1. Legal Proceedings. On October 13, 2015, PCS filed a Summons and Complaint against Ty Jacobsen (Ada County Case No. CV OC 1517581) in the Idaho Fourth Judicial District Court. The parties to the suit are PCS Edventures!,com Inc ., plaintiff, v. Ty Jacobsen d/b/a Jacobsen Enterprises, defendant. Our claims primarily involve defamation, breach of contract and injunctive relief. Through the Complaint, PCS 20 alleges Jacobsen violated the terms of his Consulting Agreement, which included a non-disparagement agreement, by publishing false and defamatory material in a Facebook forum and on his Tweeter feed, along with making defamatory statements to other PCS investors or potential investors. Through the Complaint, PCS seeks both injunctive relief enjoining Jacobsen from further defamation, and damages for previous defamatory statements and violation of the Consulting Agreement . Item 2. Unregistered Sale of Equity Securities and Use of Proceeds. Security issuances occurred during the quarter ended September 30, 2015. Name of Person or Group Shares Consideration **Consultants 200,000 $ 22,000 **Convertible Promissory Note Holders 1,066,006 159,901 * Former Employee: Warrants 120,000 8,400 * Employees: ISO Stock Options 19,000 1,140 1,405,006 $ 191,801 * Issued as “restricted” securities under the 2009 Equity Incentive Plan; however, 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 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.