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

 

March 8, 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   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   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 7.01 Regulation FD Disclosure.

 

See Item 9.01, Exhibit 99, regarding a Press Release disseminated on March 8, 2016, regarding a Memorandum of Understanding (the “MOU”) with Unmanned Aerial Systems Ltd. of London, England (“UAS”).

 

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 8.01 Other Events.

 

Effective February 29, 2016, the Company entered into a Memorandum of Understanding (the “MOU”) with Unmanned Aerial Systems Ltd. of London, England (“UAS”). The MOU establishes a framework and relationship between the two companies to promote the PCS Thrust-UAV racing drone, the Riot, at the Dubai Grand Prix First Person View (FPV) drone race the weekend of March 9-11, 2016. In addition to the Dubai Grand Prix collaboration, the parties are in exploratory discussions regarding a distribution agreement in which UAS would distribute our Thrust products in the UK and Qatar.

 

Item 9.01 Financial Statements and Exhibit

 

(b) Exhibit No.   Exhibit Description
       
  99   Press Release dated March 8, 2016.

 

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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: March 8, 2016   By: /s/ Robert O. Grover
        Robert O. Grover
        Executive Vice President

 

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FOR IMMEDIATE RELEASE

March 8, 2016

 

PCSV Thrust announces drone racing MOU with uk company Unmanned aerial systems

 

MOU addresses World Drone Prix sponsorship and overseas drone distribution

 

Boise, Idaho, March 8th— PCS Edventures!.com, Inc., (PCSV) a leading provider of K-12 Science and Engineering (STEM) programs and leader in the design and manufacturing of precision technology for drone racing and robotics today announced a Memo of Understanding (MOU) with Unmanned Aerial Systems Ltd. (UAS) from the UK.

 

The MOU establishes a framework between the two companies to promote the PCS Thrust-UAV racing drone, the Riot, at the World Drone Prix FPV race March 9-11, 2016 in Dubai. Prizes total $1MM and teams from around the world will be competing. Thrust-UAV expert Riot pilot, Jose Valez, successfully passed first round qualifying heats Monday and more rounds commence Tuesday. Both companies are committing funds for equipment and operational expenses; the anticipated outcome is significant promotional value for the launch of the Thrust UAV Riot to the mass-market.

 

In addition to the World Drone Prix collaboration, Thrust and UAS are in exploratory discussions regarding a distribution agreement in which UAS would distribute Thrust products in the UK, EU, and Qatar. FPV drone racing, dubbed “the sport of the future,” is a fast-growing, global market capturing the attention of racing enthusiasts around the world.

 

Michael Smith, Managing Director of Unmanned Aerial Systems said, “The FPV racing market is moving quickly in the UK, and throughout Europe and the Middle East. The intense focus on performance enhancements we see on a regular basis from Thrust UAV convinced us that the Riot is worth backing, as is the Thrust team.”

 

EJ Duarte, Thrust UAV Director of R&D, stated “I have had the great pleasure of working closely with UAS for months now and I’m excited to see the Riot performing in a major race venue this month thanks to their confidence and support. Jose Valez is a seasoned pilot that can really push the Riot’s performance envelope and with his support in Dubai I think team Falcon has a great chance to win this event!”

 

 
 

 

“We’re excited about the European and Middle Eastern markets for FVP racing,” said Joe Egusquiza, Thrust-UAV Business Manager. “I think this is just the beginning of a great relationship with UAS and we are all looking forward to the Riot’s performance in this week’s World Drone Prix in Dubai!”

 

About Unmanned Aerial Systems

 

Unmanned Aerial Systems Ltd (UAS) was incorporated in 2013 and focuses on research, market analysis, and the commercial deployment of sophisticated unmanned aerial systems for a range of consumer, professional, and defense based applications. UAS corporate offices are located in London, Hong Kong, and Johannesburg (http://www.unmannedaerialsystems.co.uk).

 

About PCS Edventures!

 

PCS Edventures!.com, Inc. (OTCQB: PCSV) is a Boise, Idaho company that designs and delivers technology-rich products and services for the K-12 market that develop 21st century skills. PCS programs emphasize experiential learning 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.

 _ _

 

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

 

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