8-K

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

July18, 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))

Item 3.02 Unregistered Sales of Equity Securities.

On July 18, 2016, the Company completed the offer and sale of 6,250,000 shares of its common stock comprised of “restricted securities” as defined under Rule 144 of the Securities and Exchange Commission (the “SEC”) for $500,000, to “accredited investors,” two of whom were directors or executive officers of the Company. The purchase price was $0.08 per share. Prior to the completion of this private offering, there were 82,480,682 shares of the Company’s common stock outstanding, and when these 6,250,000 shares are issued of record, there will be 88,730,682 outstanding shares. The 6,250,000 shares offered and sold will represent approximately seven percent of the outstanding securities of the Company.

The issuance of these shares was exempt from registration under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

Item 7.01 Regulation FD Disclosure.

See Item 9.01, Exhibit 99, regarding a Press Release disseminated on July 21, 2016, referencing the private sale of the 6,250,000 shares outlined in Item 3.02.

The information contained in this Item 7.01 and 9.01 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 9.01 in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(b) Exhibits.

Exhibit No.	Exhibit Description
99	Press Release dated July 21, 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:	July 21, 2016	By:	/s/ Robert O. Grover
			Robert O. Grover
			Executive Vice President

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EX-99

FOR IMMEDIATE RELEASE

July 21, 2016

PCS EDVENTURES! ANNOUNCES $500,000 PRIVATE PLACEMENT

PCS Edventures!.com Completes Private Placement for Thrust-UAV Product Launch.

Boise, Idaho, July 21st, — PCS (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 the successful completion of a $500,000 private placement.

The $500,000 investment was from a group of private investors that included Todd Hackett, CEO, and Mike Bledsoe, Treasurer and Vice President of PCS. The 6,250,000 “restricted” common share placement was an equity investment at a discounted rate of 20% to market. There were no warrants or convertible debt elements to the placement.

These funds will be used to fund inventory needs for the Company for STEM product sales and the ramp up expenses and inventory associated with the manufacturing of the Riot 250R Pro, the flagship racing product from Thrust UAV launched in May of this year.

Joe Egusquiza, Thrust-UAV Business Manager, said “This product is incredible in performance and quality and we’re excited to ramp up the manufacturing processes. We have an awesome product design and great suppliers and production partners now in place. Our team is ready to go. Watch for our marketing launch and ESPN ads at US Nationals at Governor’s Island in a few weeks – we can’t wait!”

Todd Hackett, CEO of PCS. said, “Our shareholders can rest assured that we are spending these funds carefully and our people are using every resource at their disposal to keep costs under control while releasing a high quality product on schedule.”

About PCS:

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.

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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.globalhttp://www.edventures.com/investors

http://www.edventures.com/investors

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