United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 17, 2015
Date of Report
(Date of Earliest Event Reported)
PCS EDVENTURES!.COM, INC.
(Exact name of Registrant as specified in its Charter)
IDAHO | 000-49990 | 82-0475383 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
Incorporation) |
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Address of Principal Executive Offices)
(208) 343-3110
(Registrant’s Telephone Number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
REFERENCES
References in this Current Report to PCS Edventures!.com, Inc., refer to the Registrant and its subsidiaries, including the words “PCS”, “PCSV”, “we”, “our”, “us” and words of similar import.
FORWARD-LOOKING STATEMENTS
Except for historical facts, all matters discussed in the Press Release attached to this Current Report, which are forward-looking, involve a high degree of risk and uncertainty. Certain statements in this Press Release set forth management’s intentions, plans, beliefs, expectations, or predictions of the future based on current facts and analyses. When we use the words “believe”, “expect”, “anticipate”, “estimate”, “intend” or similar expressions, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated in such statements, due to a variety of factors, risks and uncertainties. Potential risks and uncertainties include, but are not limited to, competitive pressures from other companies within the Educational Industries, economic conditions in the Company’s primary markets, exchange rate fluctuation, reduced product demand, increased competition, inability to produce required capacity, unavailability of financing, government action, weather conditions and other uncertainties, including those detailed in the Company’s SEC filings. The Company assumes no duty to update forward-looking statements to reflect events or circumstances after the date of such statements.
Item. 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 8.01 below.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 21, 2015, Todd Hackett stepped down as Co-CEO. He will remain an active member on the PCS Edventures!.com, Inc. Board of Directors.
Item 7.01 Regulation FD Disclosure.
See Item 9.01,Exhibit 99.1
The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01 Other Information.
On February 17 andMarch 5, 2015, we agreed to enter into a Promissory Note with Todd Hackett for an aggregate total of $135,000 at an annual rate of 10% interest. The balance was due in full on or before June 30, 2015. This note was amended and extended to September 30, 2015, under the terms and conditions of the original Promissory Note. On September 17, 2015, this note had a second amendment re-collateralizing and extending the due date to December 31, 2015, under the same terms and conditions of the original Promissory Note.
On April 20, 2015, we agreed to enter into another Promissory Note for $135,000 with Mr. Hackett at an annual rate of 10% interest. The balance was due in full on or before June 30, 2015. This note was amended and extended to September 30, 2015, under the terms and conditions of the original Promissory Note. On September 17, 2015, this note had a second amendment re-collateralizing and extending the due date to December 31, 2015, under the same terms and conditions of the original Promissory Note.
Item 9.01 Financial Statements and Exhibits
(d)Exhibit No.Exhibit Description
99.1 | Press Release dated September 21, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
PCS EDVENTURES!.COM, INC.
Dated: | September 21, 2015 | By: | /s/Robert Grover | |
Robert Grover | ||||
CEO |