PCSV PCS Edventures Com Inc (PK)

 

 

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 21, 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))

 

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 7.01 Regulation FD Disclosure.

 

See Item 9.01, Exhibit 99.

 

The information contained in this Item 7.01 and in Exhibit 99 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 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 9.01 Financial Statements and Exhibits.

 

(b)     Exhibits.

                                                          

Exhibit No.	Exhibit Description
99	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 O. Grover
				CEO

 

FOR IMMEDIATE RELEASE September 21^st, 2015

 

PCS Edventures! Announces New Investor Relations Partnership and Management Team Changes

 

BOISE, Idaho – September 21, 2015 – PCS Edventures!, Inc. (PCSV) today reaffirmed its commitment to building shareholder awareness and providing regular communications to its investors by hiring GreenHouse IG, LLC (GreenHouse) as the company’s Investor Relations lead. As independent advisors, GreenHouse has already played an integral role in networking PCS Edventures! with 5W Public Relations, as well as retail and institutional investors.

GreenHouse CEO/Co-Owner Peter Canellis stated, “We are extremely excited to be a part of the PCS team. We look forward to continuing our dialogue between PCS Edventures!, 5W, and the investor community to ensure that this amazing company gets the exposure that it deserves.”

Additionally, the company has announced that Mr. Todd Hackett has stepped down as Co-CEO effective immediately. Mr. Hackett will continue to serve PCS Edventures! on the Board of Directors, and remains the company’s largest shareholder. Robert Grover will remain as PCS Edventures! CEO.

Todd Hackett stated, “I am extremely proud of the progress that has been achieved at PCS. When I accepted the Co-CEO position, our goal was for me to develop a solid investor relations strategy for the company, provide operational support, and assist with cash management. I am personally very excited about the progress we have made and our last quarter showed a $130,865 positive net income, which shows we are trending in the right direction. It’s very rewarding knowing that we are on the right track as a company, and I feel comfortable stepping down knowing the company is in safe hands. I will continue to be actively involved in the company as Director, shareholder, and advocate but the demands of my construction company require me to reduce my time commitment to PCS.”

Robert Grover added, “In his eight months as Co-CEO, Todd Hackett has been invaluable to the PCS family. He has fulfilled his goal in supporting operations, developing shareholder awareness, and improving our financial footing. On behalf of the Board of Directors and myself, we want to convey that we are deeply appreciative of Mr. Hackett for his dedication, expertise and support during his tenure.”

Mr. Grover continued, “With the addition of GreenHouse and 5W, the PCSV team continues to grow in strength. We have an extraordinary Board of Directors with deep experience and connections that we are leveraging for expertise in operations, governance, and finance. Additionally, Gordon Smith, former director of Micron and Simplot CFO, continues to act in an advisory role to the company. Although he has no plans to get involved operationally, we consider Mr. Smith a good friend and supporter. The combined strength of our management team and advisors will help drive our next stage of growth. We feel that PCS has a great foundation, and with

the team coming together now, we believe we can revolutionize STEM education. I continue to be impressed by the fantastic work being accomplished by our internal PCS team and the ambitious initiative that is materializing from our friends at 5W Public Relations. I look forward to providing further updates at our annual shareholders meeting.”

PCS Edventures! will hold its annual shareholder meeting, Friday, September 26^th, at 10 a.m., at the corporate headquarters in Boise, Idaho.

About 5WPR

5wpr.com  5W Public Relations, a full-service PR Agency, helps some of the world's most admired brands, corporations, and personalities achieve more.  5W's bold, resourceful and thoroughly modern approach helps some of the most respected names. As a result, we measurably increase the positive results of their communication efforts. Our diverse roster of client experience includes Microsoft, Whole Foods Markets, Anheuser Busch, Welch's, Walgreens, Sparkling ICE, Medifast, UHaul, L'Oreal, T-Fal, DigitalOcean, KRUPS, AEROSOLES, GoHealth, Cold-EEZE, Zeta Interactive, and other publicly traded companies, consumer brands, and academic institutions.

 

About PCS Edventures!

PCS Edventures!. Inc. (OTCQB: PCSV) designs and delivers educational products and services to the K-12 market that develop 21st century skills, programs emphasize hands-on experiences in (STEAM) and have been deployed at over 7,000 sites in all 50 United States and 17 foreign countries. Additional product information is available HERE. For investor information please visit us HERE.

 

This update includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as PCS Edventures, Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statement.

Contact Information:

Public Relations Contact: Juda Engelmayer 

5W Public Relations

jengelmayer@5wpr.com

(212) 999-5585

 

Investor Contact: Peter Canellis

GreenHouse IG

peter@greenhouseig.com

(708) 228-2477

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