UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PCS EDVENTURES!.COM, INC.
(Exact name of Registrant as specified in its Charter)
| Idaho |
| 82-0475383 |
| (State or Other Jurisdiction of |
| (I.R.S. Employer Identification No.) |
| Incorporation) |
|
|
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Address of Principal Executive Offices)
PCS 2009 Equity Incentive Plan
(Full title of the plan)
Robert O. Grover, CEO
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Name and address of agent for service)
208-343-3110
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer |
| Accelerated filer |
| Non-accelerated filer | (Do not check if a smaller reporting company) | Smaller reporting company [X] |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee* |
| No Par Value Common Stock | 4,000,000 | $0.05 | $200,000 | $22.92 |
| * Calculated according to Rule 457(h) and (c) of the Securities and Exchange Commission, based upon the average of the bid and asked prices of our common stock on the OTC Bulletin Board on April 26, 2012, to be issued under the 2009 Plan. | ||||
This Registration Statement on Form S-8 adds an additional 4,000,000 shares to the 2009 Equity Compensation Plan (the “Plan”) of PCS Edventures!.com, Inc. (the “Company”) and incorporates by
reference all of the information contained in the Company’s S-8 Registration Statement filed with the Securities and Exchange Commission on November 19, 2009 (SEC File No. 333-163232), related to the registration of the initial 4,000,000 shares authorized by the Company’s Board of Directors and stockholders for grants, awards and stock issuances under the Plan. This Registration Statement registers an additional 4,000,000 shares of common stock for grants, awards and stock issuances under the Plan that was duly approved by the Board of Directors and stockholders, respectively, on November 16, 2011, and April 4, 2012.
Item 8. Exhibits.
Exhibit Number
5.1
Opinion of Leonard W. Burningham, Esq. regarding Legality
23.1
Consent of Leonard W. Burningham, Esq.
23.2
Consent of M&K CPAS, PLLC, our Auditors
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on April 27, 2012.
REGISTRANT:
Date: April 27, 2012
By: /s/ Robert O. Grover
Robert O. Grover
CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Date: April 27, 2012 By:/s/ Leann Gilberg
Leann Gilberg
CFO
Date: April 27, 2012 By: /s/Donald J. Farley
Donald J. Farley
Director
Date: April 27, 2012 By: /s/ Dehryl A. Dennis
Dehryl A. Dennis
Director
Date: April 27, 2012 By: /s/ Michael K. McMurray
Michael K. McMurray
Director