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

 

February 16, 2016

 

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 Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

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 1.01 Entry into a Material Definitive Agreement.

 

Effective February 15, 2016 (executed February 17, 2016), the Company entered into an Asset Purchase Agreement with Thrust UAV LLC (“Thrust”). The purchase price for the assets acquired is $109,000, to be paid to Thrust creditors over the next nine months, plus a commitment of “at will” employment for EJ Duarte of Thrust, with a two year Covenant Not to Compete Agreement. The assets acquired include Thrust’s R&D inventory, tools and the full rights to the Thrust UAV name, trademark rights, branding, customer lists, supply chain, and web presence. In addition, PCS acquired the IP of Thrust UAV, which includes engineering designs, firmware, and drone specifications and production files.

 

The Thrust UAV business model focuses on two specific segments of the industry, the design and manufacturing of precision electronic solutions and the design and manufacturing of First Person View racing drones.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

See Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

See Item 1.01.

 

Item 7.01 Regulation FD Disclosure.

 

On February16, 2016, a Shareholder Update was posted on the Internet in our website providing a summary of recent events about the Company. The Shareholder Update can be viewed at the following web address: http://pcsv.global/shareholder-update-fy2016-q3-discussed/.

 

On February18, 2016, the Company also issued a Press Release on the Thrust asset purchase. See Item 9.01, Exhibit 99. The extended version of that Press Release can be viewed at the following web address: http://pcsv.global/initiatives/thrust-uav-and-drones/.

 

The information contained in this Item 7.01 and 9.01 in Exhibit 99, along with all references, 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 Exhibit

 

(b)	Exhibit No.		Exhibit Description
	99		Press Release dated February 18, 2016.

 

 

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: February 18, 2016	By:	/s/ Robert O. Grover
		Robert O. Grover
		Executive Vice President

 

 

 

 

FOR IMMEDIATE RELEASE

February 18, 2016

 

PCS Edventures announces Drone company acquisition

 

PCSV acquires assets and IP of Thrust-UAV. Thrust personnel join PCSV.

 

Boise, Idaho, February 18, 2016 — PCS Edventures!.com, Inc., (PCSV) a leading provider of K-12 Science, Technology, Engineering and Mathematics (STEM) programs, today announced the completion of an asset purchase of Thrust UAV, a company focused on the fast-growing FPV drone racing market.

 

The asset purchase includes R&D inventory, tools and the full rights to the Thrust UAV name, trademark rights, branding, customer lists, supply chain, and web presence. In addition, PCS acquires the IP of Thrust UAV, which includes engineering designs, firmware, and drone specifications and production files.

 

Todd Hackett, PCS CEO, said “We have been evaluating this opportunity for a number of months and are convinced this is a great move for the company and our shareholders. This brings significant technology to PCSV STEM solutions, and we believe we can establish a leading position in the drone racing market that should grow our top line revenues and profitability.”

 

EJ Duarte, owner and founder of Thrust UAV and now Director of Thrust R&D within PCS Edventures, stated “I have worked with PCSV for over a year now as a consultant and supplier designing STEM platform drones for their curricular needs. With the rapid growth in the racing drone market, I am excited to be joining the organization and to gain access to resources that will enable us to scale both sides of the business. “

 

The global UAV drones market is estimated to grow at a CAGR of 32.22% to reach USD 5.59 Billion by 2020*. It is one of two technology segments identified as the biggest technology trends for 2016**. The Thrust UAV business model focuses on two specific segments of the industry, the design and manufacturing of precision electronic solutions and the design and manufacturing of First Person View racing drones.

 

 

Joe Egusquiza, Business Manager for the Thrust UAV business unit within PCS Edventures, said “I believe our Thrust business group has tremendous potential to establish a market leader position in the FPV racing market segment, which we feel is set to become a major market driver for drone sales. The pioneering work that EJ Duarte has done in creating the Riot, a leading edge FPV racing solution, is extraordinary. We are all looking forward to demonstrating that fact as we launch this new business unit.”

 

The Riot is the flagship racing drone designed and produced by Thrust UAV. Now in its third generation design, it has been clocked at over 100MPH and placed in multiple racing events around the United States. The next step for the product is to bring it to mass market availability through high-quality, precision manufacturing, to be done in the United States.

 

“Strategically and operationally there are a number of strong synergies between Thrust UAV and PCS Edventures,” said Robert Grover, PCS Edventures Executive Vice President. STEM education is a natural fit as we discovered when developing advanced robotics curriculum last year. In addition to the rich educational environment it provides, it is also a natural complement to our marketing strategy. Robotics competitions in schools are one of the single largest drivers of educational robotic product sales in the country. We see the thrill of FPV racing coupled with STEM education as a natural way to drive interest in STEM fields and build a STEM pipeline of technically literate students in the United States. Imagine a nationwide league of drone racing teams in our schools, and our students as excited to study electronics, engineering, and flight dynamics as they are to play football. In my opinion, FPV drone racing can bring the juice to STEM education.”

 

More information on the Thrust UAV initiative within PCS Edventures is available on the PCS Edventures Investor Relations site at this address: http://pcsv.global/initiatives/thrust-uav-and-drones/.

 

Sources

 

Market Reports*

 

http://www.marketsandmarkets.com/Market-Reports/commercial-drones-market-195137996.html.

 

CNN Money**

 

http://money.cnn.com/2016/02/15/technology/drone-virtual-reality-tech-trends/.

 

About PCS Edventures!

 

PCS Edventures!.com, Inc. (PCS) designs and delivers educational products and services to the K-16 market that develop 21st century skills. PCS programs emphasize hands-on experiences in Science, Technology, Engineering, Arts, and Math (STEAM) and have been deployed at over 7,000 sites in all 50 United States and 17 foreign countries. Additional information on our STEAM products is available at http://www.edventures.com.

 

PCS Edventures is headquartered in Boise, Idaho, and its common stock is listed on the OTC Markets under the symbol “PCSV.”

 

 

_ _

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Actual results could differ materially from such statements.

 

Contact

 

Investor Contact: Robert Grover 1.800.429.3110, robert@edventures.com

Investor Relations Web Site: pcsv.global

 

# # #