What changed in this filing

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Item 1. Financial Statements

2024-02-16 compared with 2017-02-10 · 531 added, 766 removed, 45 unchanged (97% of the section changed)

2 unchanged sentences

below, together with related notes.

In the opinion of management, the Financial Statements fairly present the financial condition

of the Registrant.

EDVENTURES!.COM, INC.

receivable, net of allowance for doubtful accounts of$2,096 and $2,096, respectively

goods inventory

In the opinion of management, the Financial Statements fairly present the financial condition of

the Registrant.

space intentionally left blank.)

EDVENTURES!, INC.

CURRENT ASSETS

Assets, net of accumulated depreciation of $163,556 and $155,307, respectively

Non-Current Assets

accompanying notes are an integral part of these financial statements.

EDVENTURES!.COM, INC.

payable and other current liabilities

payable, related party

liabilities payable

payable convertible, related party net of $0 and $0 discount for December 31, and March 31, 2016, respectively

payable, convertible

payable, related party net of $0 and $0 discount for December 31 and March 31, 2016

payable, related party, default

of credit payable

Accounts receivable, net

of allowance for doubtful accounts of $ 18,469

Accounts receivable, other

Prepaid expenses

Current Assets

Lease Right-of-Use Asset

Property and equipment,

Noncurrent Assets

CURRENT LIABILITIES

payable, long term, convertible

payable, long term, related party

Non-Current Liabilities

STOCKHOLDERS’

stock, no par value, 20,000,000 authorized shares, no shares issued and outstanding

stock, no par value, 150,000,000 authorized shares, 100,308,372 and 76,442,668 shares issued and outstanding, respectively

stock units payable

$ (41,777,523)

$ (40,052,059)

Stockholders’

Accounts payable

Payroll liabilities and

accrued expenses

Deferred revenue

Liability, current portion

Current Liabilities

Liability, net of current portion

Noncurrent Liabilities

STOCKHOLDERS’

EQUITY (DEFICIT)

Preferred stock, no par

value, 20,000,000 authorized shares,

no shares issued and outstanding

Common stock, no par value,

150,000,000 authorized shares, 124,733,494 and 125,732,479 shares issued and outstanding

Additional Paid-in Capital

( 35,098,000 )

( 37,355,830 )

LIABILITIES AND STOCKHOLDERS’

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

EDVENTURES!.COM, INC.

EDVENTURES!, INC.

of Operations

Months Ended December 31,

International

service revenue

Center revenue

and royalty revenue

and amortization expense

the Three Months Ended December 31,

the Nine Months Ended December 31,

COST OF SALES

OPERATING EXPENSES

and administrative expenses

Operating Expenses

$ (1,584,806)

INCOME AND EXPENSES

on Settlement

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME AND (EXPENSES)

income (expense)

loss on lease modification

Other Income (Expense)

FROM OPERATIONS

NET INCOME (LOSS) BEFORE TAXES

for income taxes

INCOME (LOSS)

$ ( 414,138 )

Net income (loss) per common

Weighted Average Common Shares Outstanding

accompanying notes are an integral part of these financial statements.

EDVENTURES!, INC.

of Stockholders’ Deficit

of Common Shares O/S

Paid-in Capital

Stockholders’

Equity (Deficit)

$ ( 40,132,007 )

COMPREHENSIVE LOSS

Shares Issued (exercise of warrants)

Option expense

at 12/31/2022

$ ( 39,140,322 )

LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

common share:

Average Number of Shares Outstanding Basic and Diluted

accompanying notes are an integral part of these financial statements.

EDVENTURES!.COM, INC.

of Stockholders’

Shareholders’

$ ( 37,355,830 )

Shares Redeemed

Option expense

at 12/31/2023

$ ( 35,098,000 )

issued for services

issued for Cash

issued for bonus

of notes payable for common stock

$ ( 39,709,517 )

Shares Issued (exercise of warrants)

Option expense

at 12/31/2022

$ ( 39,140,322 )

$ ( 34,683,862 )

Net Income (Loss)

Shares Redeemed

Option expense

at 12/31/2023

$ ( 35,098,000 )

accompanying notes are an integral part of these financial statements.

EDVENTURES!.COM, INC .

of Cash Flows

EDVENTURES!, INC .

of Cash Flows (Unaudited)

Months Ended December 31,

FLOWS FROM OPERATING ACTIVITIES

$ (1,725,464 )

to reconcile net loss to net cash provided by operating activities:

discount amortization

on settlement

of Brain Mold

payable for service

of fair value of stock options

in operating assets and liabilities:

CASH FLOWS FROM OPERATING

based compensation

and amortization

of right of use asset

Changes in operating assets

and liabilities

decrease in accounts receivable

2 unchanged sentences

decrease in other current assets

decrease in other assets

increase in accounts payable and accrued liabilities

(decrease) in lease liability

(decrease) in unearned revenue

Cash Provided used by Operating Activities

$ (1,242,339 )

Provided by Operating Activities

FLOWS FROM INVESTING ACTIVITIES

paid for purchase of fixed assets

Cash Used by Investing Activities

FLOWS FROM FINANCING ACTIVITIES

from sale of stock

paid for settlement of shares for services

on note payable

payments on debt –

Used by Investing Activities

CASH FLOWS FROM FINANCING

stock repurchased and cancelled

payments on debt

Cash Provided by Financing Activities

Increase (Decrease) in Cash

at Beginning of Period

at End of Period

accompanying notes are an integral part of these financial statements

EDVENTURES!.COM, INC.

of Cash Flows (continued)

Months Ended December 31,

NON-CASH INVESTING

& FINANCING ACTIVITIES

accrued in prior period and issued in current period

payable accrued in prior period and issued in current period

from sale of stock

Used by Financing Activities

(Decrease) in Cash

Cash at Beginning of Period

Cash at End of Period

Cash Paid for

Cash Paid for taxes

Non Cash Investing and Financing

Transactions:

Right of use assets obtained

in exchange for new operating lease liabilities

accompanying notes are an integral part of these financial statements.

EDVENTURES!.COM, INC.

EDVENTURES!, INC.

to the Financial Statements

1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Edventures.com, Inc.

(the Company) develops and markets STEAM (Science, Technology, Engineering, Arts, and Math) education products

comprised of curriculum and materials.

With its acquisition of Thrust-UAV in February, 2016, the Company also develops and markets

a first person view (FPV) racing drone, which it assembles and markets primarily through distributors.

The Company has used this

racing-drone technology to create an education drone (also FPV) for the classroom to be used as a platform to teach STEAM topics.

This initiative is in late stage development and is expected to be released in February, 2017.

The Company sells its education

products into all 50 U.S.

states as well as into international markets.

Most of the Company’s domestic education business

is conducted with schools and entities that cater to after-school programs for students.

Most of the Company’s international

business is conducted with governmental agencies in that local market.

Most of the Company’s revenue from its FPV racing

drone has come from domestic sources, but the Company anticipates meaningful international revenue as it proceeds with its product

release strategy.

The Company expects that the vast majority of its education drone sales will be domestic.

The Company anticipates

recognizing its first meaningful revenues from its FPV racing drone and its first revenues from its education drone during its

fourth fiscal quarter of 2017.

financial statements presented herein are those of the Company.

October 1994, the Company exchanged common stock on a one-for-one basis for common stock of PCS Schools, Inc.

As a result of this

exchange, PCS Schools, Inc.

became a wholly-owned subsidiary of the Company.

In the late 1990s, the Company divested the stand-alone

learning labs to focus on the creation of turn-key lab modules coupled with web-based technology for use in the classroom and

afterschool programs.

March 27, 2000, the Company changed its name from PCS Education Systems, Inc.

to PCS Edventures!.

August 2001, the Company successfully completed an SB-2 registration filing with the Securities and Exchange Commission (the “SEC”)

and began trading publicly on the OTC Bulletin Board.

November 30, 2005, the Company entered into an agreement with 511092 N.B.

LTD., a Canadian corporation (LabMentors), to exchange

the Company’s common stock for common stock of 511092 N.B.

LTD., which exchange was completed in December, 2005, with LabMentors

becoming a wholly-owned subsidiary.

In December 2005, the name of this subsidiary was formally changed to PCS LabMentors, Ltd.

The Company divested LabMentors, the wholly-owned subsidiary, in August of 2013.

January, 2012, the Company committed to a business plan enhancement, which included the opening, operating, and licensing of EdventuresLab

private learning centers and launched a pilot program in the spring of 2012.

An additional LearningLab was opened in Eagle, Idaho,

in June of 2014.

January 31, 2013, the Company formed a subsidiary called Premiere Science, Inc., incorporated and registered in the State of Idaho.

The subsidiary is 100% wholly-owned by the Company and was formed to use as an additional sales and marketing tool to gain other

business opportunities.

September 26, 2014, the shareholders voted for the proposal to grant the Board of Directors the authority to change the name of

the Company in a fashion that would remove the “.com”

from its name, but retain the current brand.

July 23, 2015, the Board of Directors resolved that the name of the Company be changed to PCS Edventures!, Inc.

No amendment to

the Company’s Articles of Incorporation regarding this name change has been filed.

At this time, the Company has not completed

the required filing with the Financial Industry Regulatory Authority (“FINRA”) to make this name change effective

due to the cost relative to the expected benefits of doing so.

February 15, 2016, the Company acquired Thrust UAV, a private company engaged in the development and assembly of FPV racing drones,

for $109,000.

2 - UNAUDITED FINANCIAL STATEMENTS

December 31, 2016 financial statements presented herein are unaudited, and in the opinion of management, include all adjustments

(consisting of only normal recurring accruals) necessary for a fair presentation of financial position, results of operations

and cash flows.

Such financial statements do not include all of the information and footnote disclosures normally included in

financial statements prepared in accordance with accounting principles generally accepted in the United States of America.

Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal

year ended March 31, 2016.

items for March 31, 2016 have been reclassified to conform to presentation in the quarter ended December 31, 2016.

operating results for the nine-month period ended December 31, 2016, are not necessarily indicative of the results that may be

expected for the fiscal year ending March 31, 2017.

3 - GOING CONCERN

Company’s financial statements are prepared using accounting principles generally accepted in the United States of America

applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course

The established sources of revenues are not presently sufficient to cover the Company’s operating costs.

Company has accumulated significant losses, accounts payable and generated negative cash flows.

The combination of these items

raises substantial doubt about its ability to continue as a going concern.

Management’s plans to alleviate this adverse

position are as follows:

Company’s strategy to remove the going concern doubt is to focus attention on increasing STEAM education sales through both

channel partners and its direct sales force, to develop retail channels to sell its STEAM education products into, and to bring

to market its FPV racing drone and STEAM education drone product lines from Thrust-UAV.

January, the Company contracted with two new salespeople who will pursue STEAM education sales in the domestic market.

has implemented a number of initiatives to support its direct sales force and generate promising sales leads for them to pursue.

The Company continues to seek retail partners for its STEAM education products.

In December, the Company released its racing drone,

the Riot 250R Pro.

The Company has secured several distribution partners who have placed the product into their retail systems.

The Company believes that sales will gain traction and become material during the fourth quarter of FY2017.

The Company anticipates

that its education drone product will be completed and available for sale in February, 2017.

Based on preliminary information

and feedback, the Company believes that its education drone sales will be material during the fourth quarter of FY2017.

4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentration of Credit Risk

December 31, 2023

1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

financial statements presented are those of PCS Edventures!, Inc., an Idaho corporation (the “Company,” “PCS,”

“PCSV,” “we,” “our,” “us” or similar words), incorporated in 1994, in the State of Idaho.

PCS specializes in experiential, hands-on, K12 education and drone technology.

PCS has extensive experience and intellectual property

(IP) that includes drone hardware, product designs, and K-12 curriculum content.

PCS continually develops new educational products based

upon market needs that the Company identifies through its sales and customer networks.

products facilitate STEM education by providing engaging activities that demonstrate STEM concepts and inspire further STEM studies,

with the goal of ultimately leading students to pursue STEM career pathways.

Due to our exceptionally detailed curriculum, our products

are easy to teach and do not require a teaching degree or experience to administer.

educational products are developed from both in-house efforts and contracted services.

They are marketed through reseller channels, direct

sales efforts, partner networks, and web-based channels.

has developed and sells a variety of STEM education products into the K12 market which can be categorized as follows:

camps are for the informal learning market and are designed to be highly engaging for students while easily administered by the instructor.

The Company offers approximately thirty (30) different enrichment programs and typically develops at least two (2) new programs each

Some of the more popular programs include Ready, Set, Drone!;

Traveling Artist;

Unleash Your Wild Side, Build a Better World;

Oceanic Exploration;

and Flight and Aerodynamics.

Series Products

products are designed for the makerspace environment and include engaging STEM activities that motivate students to pursue educational

pathways toward STEM careers.

The Discover Series includes Discover Engineering;

Discover Robotics & Physics;

Discover Robotics

& Programming;

and Discover STEM.

products are designed for the grade school market and use the Company’s proprietary bricks (which are Lego compatible) and curriculum

to engage students to explore, imagine and create within a STEM education framework.

The Company offers a variety of grade-specific BrickLAB

Drones, Add-on Drone Packages and Ala Carte Drone Items

products are designed around using drones as a platform for STEM education and career exploration.

These titles include the Discover

Drones series of Products;

Discover Drones Indoor Coding Bundle;

Discover Drones Indoor Racing Add-On;

Discover Drones Outdoor Practice

and all the spare parts and ala carte drone items offered in the Company’s comprehensive drone packages.

STEAMventures

BUILD Activity Book

series of activity books are designed for the K-3 market and ideal for a distance-learning environment.

The series includes twelve (12)

different issues.

Instructor guides and/or family engagement guides are included.

The Company also provides the necessary bricks for

the builds in the activity books as a separate, but related product.

Development Training

Company offers professional development trainings, for a fee, to educators who are implementing the Company’s products in their

Company intends to continue developing STEM education products that address demand from large markets.

Company’s financial statements are prepared using the accrual method of accounting.

The Company has elected a March 31 fiscal year

and Cash Equivalents

and cash equivalents, totaling $ 2,006,618 and $ 442,657 at December 31, 2023, and March 31, 2023, respectively, consist of operating and

savings accounts.

For purposes of the statements of cash flows, the Company considers all highly-liquid financial instruments with original

maturities of three months or less at date of purchase to be cash equivalents.

preparation of these financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management

to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results

could differ from those estimates.

The Company’s significant estimates include reserves related to accounts receivable and inventory,

the valuation allowance related to deferred tax assets, the valuation of equity instruments, and debt discounts.

Concentration

of Credit Risks and Significant Customers

Company extends credit to customers and is therefore subject to credit risk.

The Company performs initial and ongoing credit evaluations

of its customers’

financial condition and does not require collateral.

An allowance for doubtful accounts is recorded to

account for potential bad debts.

Financial instruments that potentially subject the Company

to concentration of credit risk consist primarily of trade receivables.

In the normal course of business, the Company provides credit

terms to its customers.

Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible

losses which when realized have been within the range of management’s expectations.

An allowance for doubtful accounts is recorded

to account for potential bad debts.

Estimates are used in determining the allowance for doubtful accounts and are based upon an assessment

of selected accounts and as a percentage of remaining accounts receivable by aging category.

In determining these percentages,

the Company evaluates historical write-offs, and current trends in customer credit quality, as well as changes in credit policies.

At December 31, 2016, a major international customer and a domestic reseller accounted for 13% and 27% of the Company’

accounts receivable, respectively .

PREPAID EXPENSES

expenses for the periods were as follows:

expenses, other

of selected accounts, historic averages, and as a percentage of remaining accounts receivable by aging category.

In determining these

percentages, the Company evaluates historical write- offs, and current trends in customer credit quality, as well as changes in credit

The Company generally does not require collateral from its customers.

The Company has established an allowance for doubtful

accounts of $ 18,469 at December 31, 2023, and March 31, 2023.

goods inventory is composed of items produced in-house, as well as items from outside suppliers.

These items include, but are not limited

to, Fischertechnik® manipulatives, Brick manipulatives, drone components, digital media equipment, furniture units, curriculum, and

other miscellaneous items used in our various labs.

Our inventory is carried at the lower of cost or market and valued using the average

cost method for each item.

indicators of inventory impairment exist, the Company measures the carrying value of the inventory against its market value, and if the

carrying value exceeds the market value, the inventory value is adjusted accordingly.

The Company has established a provision for excess

and obsolete inventory reserve of $ 6,343 as of December 31, 2023, and March 31, 2023.

Plant and Equipment

on property and equipment is computed using the straight-line method over the estimated useful life of the asset.

The Company had fully

depreciated property and equipment prior to March 31, 2018.

Beginning in fiscal year 2022 through the current reporting period, the Company

purchased various warehouse and office equipment for $ 54,419 and recognized $ 14,653 in depreciation of that equipment for a total property

and equipment of $ 39,766 as of December 31, 2023.

As of March 31, 2023, property and equipment was $ 31,533 , net of $ 6,790 in depreciation.

has been fully depreciated as of December 31, 2023 and March 31, 2023.

of Long-Lived Assets

assets are reviewed for impairment annually, or when events or circumstances arise that indicate the existence of impairment for patents

and other intangibles.

There was no impairment recorded during the three and nine months ended December 31, 2023, and 2022.

taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective

tax bases and operating loss and tax credit carry-forwards.

Deferred tax assets and liabilities are measured using enacted tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.

November 2015, the Financial Accounting Standards Board issued ASU No.

2015-17, “Income Taxes (Topic 740)-Balance Sheet Classification

of Deferred Taxes” (ASU 2015-17), which requires reporting the net amount of deferred tax assets and liabilities as a single noncurrent

item on the classified balance sheet.

Before this change, the net amounts of current and noncurrent deferred tax assets and liabilities

were reported separately.

account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”).

ASC 740 prescribes the use of the asset and

liability method to compute the differences between the tax bases of assets and liabilities and the related financial amounts, using

currently enacted tax laws.

If necessary, a valuation allowance is established, based on the weight of available evidence, to reduce

deferred tax assets to the amount that is more likely than not to be realized.

Realization of the deferred tax assets, net of deferred

tax liabilities, is principally dependent upon achievement of sufficient future taxable income.

We exercise significant judgment in determining

our provisions for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our

ability to utilize any future tax benefit from our deferred tax assets.

accordance with GAAP, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns

for the open tax years in such jurisdictions.

The Company currently believes that all significant filing positions are highly certain

and that all of its significant income tax filing positions and deductions would be sustained upon audit.

Therefore, the Company has

no significant reserves for uncertain tax positions, and no adjustment to such reserves was required by GAAP.

No interest or penalties

have been levied against the Company and none are anticipated, therefore no interest or penalty has been included in the provision for

income taxes in the consolidated statements of operations.

The Internal Revenue Code contains provisions which reduce or limit the availability

and utilization of net operating loss (NOL) carry forwards in the event of a more than 50 % change in ownership.

If such an ownership

change occurs with the Company, the use of these net operating losses could be limited.

The table below details the years that remain

open to tax examinations:

OF INCOME TAX EXAMINATION

Fiscal Year End

Company accounts for revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers , which we adopted on April

Revenue amounts presented in our financial statements are recognized net of sales tax, value-added taxes, and other taxes.

received as prepayment on future products or services are recorded as unearned revenues and recognized as income when the product is

shipped, or service performed.

Company had deferred revenue of $ 51,185 as of December 31, 2023, related to contractual commitments with customers where the performance

obligation will be satisfied within the fiscal year ended March 31, 2024.

The revenue associated with these performance obligations is

recognized as the obligation is satisfied.

The Company had $ 7,085 of deferred revenue as of March 31, 2023.

of our contracts with customers contain transaction prices with fixed consideration;

however, some contracts may contain variable consideration

in the form of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties and other similar

When a contract includes variable consideration, we evaluate the estimate of variable consideration to determine whether the estimate

needs to be constrained;

therefore, we include the variable consideration in the transaction price only to the extent that it is probable

that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable

consideration is subsequently resolved.

We recognize revenue when we satisfy a performance obligation by transferring control over a

product or service to a customer.

This can result in recognition of revenue over time as we perform services or at a point in time when

the deliverable is transferred to the customer, depending on an evaluation of the criteria for over time recognition in FASB ASC 606.

For certain fixed-fee per transaction contracts, such as delivering training courses or conducting workshops, revenue is recognized during

the period in which services are delivered in accordance with the pricing outlined in the contracts.

recognize stock-based compensation expense under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”).

We use the Black-Scholes option pricing model to calculate the fair value of stock options at their respective grant date.

option valuation models requires the input of highly subjective assumptions, including the expected stock price volatility and the expected

term of the option.

The fair value of restricted stock awards is the fair market value on the date of grant.

We recognize these compensation

costs on a straight-line basis over the requisite service period, which is generally the vesting period of the award.

fiscal year 2023, two sets of performance options were exercised.

Bledsoe, President, exercised 1,000,000 options at $ 0.025 per

Michelle Fisher, Director of STEM Curriculum, exercised 250,000 options at $ 0.02 per share.

As of December 31, 2023, and March

31, 2023, the Company had no outstanding warrants or options.

Segments and Related Information

establishes standards for the way public business enterprises are to report information about operating segments in annual financial

statements and requires enterprises to report selected information about operating segments in interim financial reports issued to shareholders.

It also establishes standards for related disclosure about products and services, geographic areas and major customers.

The Company currently

operates in one business segment.

Earnings (Loss) Per Share of Common Stock

Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share (“ASC 260”).

Under ASC 260,

basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares

outstanding during the reporting period.

The weighted average number of shares of common stock outstanding includes vested restricted

stock awards.

Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming exercise

of all dilutive unexercised stock options and warrants.

The dilutive effect of these instruments was determined using the treasury stock

Under the treasury stock method, the proceeds received from the exercise of stock options and restricted stock awards, the amount

of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded as income

tax expense when the stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s

common stock.

stock outstanding reflected in the Company’s balance sheets includes restricted stock awards outstanding.

Securities that may participate

in undistributed net income with common stock are considered participating securities.

The computation of diluted earnings per share

does not assume exercise or conversion of securities that would have an anti-dilutive effect.

The following schedules presents the calculation

of basic and diluted net income per share:

OF BASIC AND DILUTED NET INCOME

For the Three Months ended December 31,

Net Income per common Share:

Weighted average number of common shares outstanding Basic

Weighted average number of common shares outstanding Fully Diluted

income for the three months ended December 31, 2023, and 2022 was $ ( 414,138 ) and $ 569,195 , respectively.

For the Nine Months ended December 31,

Net Income per common Share:

Weighted average number of common shares outstanding Basic

Weighted average number of common shares outstanding Fully Diluted

Income for the nine months ended December 31, 2023, and 2022, was $ 2,257,830 and $ 991,685 , respectively.

Issued Accounting Pronouncements

Company has reviewed recent accounting pronouncements and has determined that they will not significantly impact the Company’s

results of operations or financial position.

2 – BUSINESS CONDITION

of December 31, 2023, the Company had $ 2.0 million in cash, $ 1.8 million in inventory, and $ 0.9 million in prepaid inventory, with

Management strongly believes that the Company can sustain its operations over the course of the next twelve (12)

months with the cash it has on hand, and with the revenue and associated profit generated from the sales expected over the course of

the next twelve (12) months, especially given the Company’s large inventory and prepaid inventory balances.

3 – ACCOUNTS RECEIVABLE

the Company’s normal course of business, the Company provides credit terms to its customers, which generally range from net fifteen

(15) to thirty (30) days.

The Company performs ongoing credit evaluations of its customers.

The Company established an allowance for

doubtful accounts of $ 18,469 at December 31, 2023, and March 31, 2023.

4 – ACCOUNTS RECEIVABLE, OTHER RECEIVABLES

Receivables include receivables due to the Company derived from activities outside of its typical business transactions.

As of December

31, 2023, these other receivables included overpayments to the Internal Revenue Service of payroll taxes in the amount of $ 44,570 and

an $ 800 advance to an employee for a total of $ 45,370 .

As of March 31, 2023, these other receivables included an Employee Retention Tax

Credit of $ 13,312 , which was ultimately deemed uncollectable by the Company as of September 30, 2023.

5 - PREPAID EXPENSES

GOODWILL AND INTANGIBLE ASSETS

and other intangible assets for the period were as follows:

Amortization Intangible Assets

Goodwill and Intangible Assets

asset amortization expense for the nine months ended December 31, 2016, and 2015, was $76,344 and $0, respectively.

and depreciation for the periods were as follows:

Computer/office

asset depreciation expense for the nine months ended December 31, 2016, and 2015, was $8,249 and $10,486, respectively.

ACCOUNTS PAYABLE, RELATED PARTY AND OTHER ACCRUED EXPENSES

payable, related party, for the periods were as follows:

reimbursement

Accounts payable, related party

Accrued expenses for the periods were as follows:

accrued expenses

NOTES PAYABLE

Notes payable

for the periods consisted of the following:

payable convertible, related party net of $0 and $0 discount for December 31, and March 31, 2016, respectively

payable, convertible

payable, related party net of $0 and $0 discount for December 31, and March 31, 2016

payable, related party, default

of credit payable

payable, long term, convertible

payable, long term, related party

expenses for the periods are as follows:

OF PREPAID EXPENSES

December 31, 2023

March 31, 2023

Prepaid insurance

Prepaid tradeshows

Prepaid inventory

Prepaid software

Prepaid other

Total Prepaid Expenses

6 - COMMON AND PREFERRED STOCK TRANSACTIONS

Company has 150,000,000 authorized shares of common stock, no par value.

At December 31, 2023 the total common shares issued and outstanding

was 124,733,494 .

the nine months ended December 31, 2023, the Company had no option expense.

the nine months ended December 31, 2023, the Company did not issue shares of common stock.

the nine months ended December 31, 2023, the Company repurchased 998,985 shares common stock at $ 0.065 per share for total payments of

These shares were then immediately cancelled.

Company has 20,000,000 authorized shares of preferred stock.

As of December 31, 2023, and March 31, 2023, there were no preferred shares

issued or outstanding.

7 - NOTES PAYABLE

October 14, 2016, the Company executed a non-convertible promissory note with no warrants attached with a third party for $50,025

at 20% interest per annum, due November 30, 2016.

The note was secured by accounts receivable.

The note was paid in full on November

21, 2016, with accrued interest of $905.

There was no accrued interest and the principal balance was $0 as of December 31, 2016.

February 12, 2016, the Company entered into a note payable of $84,000.

The note does not bear a stated interest rate, as it has

a set nine payment arrangement of $9,333 per month for the nine months starting on April 1, 2016, with the final payment due on

Company had no notes payable outstanding as of December 31, 2023, and March 31, 2023.

8 - COMMITMENTS AND CONTINGENCIES

Company adopted ASC 842 as of November 9, 2019 using a modified retrospective transition approach for all leases existing at December

31, 2019, the date of the initial application.

Consequently, financial information will not be updated, and disclosures required under

ASC 842 will not be provided for dates and periods before January 1, 2020.

Company determines if a contract is a lease or contains a lease at inception.

Right of use assets related to operating type leases are

reported in other noncurrent assets and the present value of remaining lease obligations is reported in accrued and other liabilities

and other noncurrent liabilities on the Balance Sheets.

The Company does not currently have any financing type leases.

lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement

The Company’s leases do not provide an implicit rate.

The Company determine the incremental borrowing rates applicable to

the economic environment based on the information available at commencement date, in determining the present value of future payments.

The right of use asset for operating leases is measured using the lease liability adjusted for the impact of lease payments made prior

to commencement, lease incentives received, initial direct costs incurred and any asset impairments.

Lease terms may include options

to extend or terminate the lease when it is reasonably certain that the option will be exercised.

Lease expense for minimum lease payments

is recognized on a straight-line basis over the term of the lease.

Company re-measures and reallocates the consideration in a lease when there is a modification of the lease that is not accounted for

as a separate contract.

The lease liability is re-measured when there is a change in the lease term or a change in the assessment of

whether the Company will exercise a lease option.

The Company assesses right of use assets for impairment in accordance with its long-lived

asset impairment policy.

Company accounts for lease agreements with contractually required lease and non-lease components on a combined basis.

Lease payments

made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration

of less than twelve months are recorded directly to lease expense.

and Warehouse

Company leases one building containing its main office and warehouse space under a non-cancelable lease agreement, which commenced on

March 2, 2016, accounted for as an operating lease expiring March 14, 2020.

On March 3, 2020, a third amendment extended the lease for

nineteen and one-half ( 19.5 ) months, expiring October 31, 2021 at $ 0.60 a square foot.

On September 16, 2021, the Company signed a fourth

amendment to the lease with a monthly rental amount starting at $ 6,800 and escalating by $ 200 per month at the end of each lease year,

which is due to expire on October 31, 2024 .

Building lease expense was $ 80,020 and $ 79,093 for the nine months ended December 31, 2023,

and 2022, respectively.

Company leased a production printer for sixty-three ( 63 ) months commencing on November 3, 2023.

The first three payments were deferred,

with the first payment due February 3, 2024.

Equipment lease expense was $ 28,596 for the nine months ended December 31, 2023, and $ 23,922

for the nine months ended December 31, 2022.

of December 31, 2023, accounted for and presented under ASC 842 guidance, the future minimum lease payments on operating leases, were

Total minimum lease obligation over the next 7 years

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

OF LEASE PAYABLE

Balance Sheet Location

December 31, 2023

The note was paid in full according to its terms.

There was no accrued interest and the principal balance was

$0 as of December 31, 2016.

February 12, 2016, the Company entered into a note payable of $24,547.

The note does not bear a stated interest rate, as it has

a set nine payment arrangement of $2,727 per month for the nine months starting on April 1, 2016, with the final payment due on

Right of use assets

Other noncurrent assets

Lease payable

Current liabilities

Lease payable

Long-term liabilities

Total lease payable

Supplemental cash flow information related to operating leases:

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES

December 31, 2023

The note was paid in full according to terms.

There was no accrued interest and the principal balance was $0

as of December 31, 2016.

May 1, 2014, the Company entered into a 36 month note payable of $20,000.

The note bears interest at twelve percent (12%) per

The Company had paid $16,791 in principal, leaving a balance of $3,209 at December 31, 2016.

Total interest accrued as

of December 31, 2016, was $2,290.

April 11, 2014, the Company entered into a 36 month note payable of $60,000.

The note bears interest at twelve percent (12%) per

The Company has paid $51,808 in principal,

leaving a balance of $8,192 at December 31, 2016.

Total interest accrued as of December 31, 2016, was $1,524.

Note Payable –

Related Party

October 21, 2014, the Company entered into at

10% Convertible Promissory Note with a current board member and shareholder, in the amount of $200,000, convertible into shares

of common stock of the Company at the market price of $0.04 per share.

The original note due date of October 22, 2015, was extended

until April 30, 2016.

The debt discount was calculated as $50,000.

O n April 29, 2016,

the note was converted, along with $30,521 in accrued interest, into 5,763,014 shares of common stock.

Due to conversion within

the terms of the note, no gain or loss was recognized.

Payable –

Related Party

November 3, 2016, the Company executed a promissory note with one of its shareholders and board members, for $60,000 at ten percent

(10%) interest per annum.

This promissory note is secured with the Company’s good faith and credit.

The promissory note

was due December 30, 2016.

Total interest accrued as of December 31, 2016, was $970.

This note is in default as of December

June 8, 2016, the Company executed a promissory note with one of its shareholders and board members, for $340,000 at ten percent

(10%) interest per annum that consolidated the following notes:

February 6, 2016, for $100,000;

March 16, 2016, for $100,000;

April 1, 2016, for $100,000;

and April 19, 2016 for $40,000.

This promissory note is secured with the Company’s inventory,

fixed and liquid assets, property, equipment, intangible assets and intellectual property, and the Company’s net loss carry

The promissory note was due December 31, 2016.

Total interest accrued as of December, 31, 2016, for all four referenced

promissory notes totaling $340,000 and combined on June 8, 2016, was $27,452.

This note’s due date was subsequently extended

until July 30, 2017.

This note is in default as of December 31, 2016.

April 18, 2012, the Company entered into a long-term promissory note with one of its employees and board members for $25,000 with

an interest rate of seven and one-half percent (7.5%) per annum.

The balance is due in full on or before April 18, 2017.

payments are required for interest only to the Lender’s financial intuition.

On December 31, 2016, $6,429 over the interest

only payment had been paid resulting in an ending principal amount of $18,571.

No interest is accrued for this note payable.

interest paid during the quarter ending December 31, 2016, was $354.

September 13, 2011, the Company drew down a line of credit at a financial institution in the amount of $39,050.

The line of credit

bears interest at seventeen and one-half (17.5%) per annum.

The Company makes variable monthly payments.

For the period ending

December 31, 2016, the Company paid $1,224 in principal.

Since inception, the Company has paid $24,051 in principal, leaving a

balance of $14,999 payable.

Total interest paid during the period ending December 31, 2016, was $480.

Payable, Related Party, Long Term

January 13, 2012, the Company entered into two separate promissory notes in the amount of $35,000 each for an aggregate amount

The notes bear interest at nine percent (9%) per annum and were previously due and payable on or before January 10,

Minimum monthly payments of one and one-half (1.5%) of the loan balances are required and are submitted to the Lenders’

financial institution.

The notes were amended April 1, 2013, and rewriting with a new principal amount of $32,100 each for an

aggregate amount of $64,200.

The notes bear interest at nine percent (9%) per annum and are due and payable on or before April

The underlying loan requires that the Company pay to the Lenders’’

financial institution monthly payments

of $1,033 on or before the 1st day of each month, beginning May 1, 2013, and continuing each month in like amounts until the final

payment due on April 1, 2020.

The Company had paid $34,372 in principal, leaving a balance of $35,628 at December 31, 2016, on

No interest is accrued for these notes payable.

Total interest paid during the quarter ending December 31, 2016,

October 21, 2014, the Company executed a promissory note with one of its shareholders and board members in the amount of $870,457.

The note, originally due May 31, 2015, was non-convertible, had an interest rate of ten percent (10%) per annum, was secured by

accounts receivable, fixed assets, intellectual property and the Company’s net loss carry forward, and was used to finance

operations and purchase inventory.

This note’s due date was extended to September 30, 2015, and included new cash loaned

to the Company of $175,000.

This note includes $7,957 of accrued interest on the paid off notes listed below:

$50,000 of the February

11, 2014 note;

$250,000 of the Convertible long term related party note;

$145,000 of the note dated May 7, 2014;

$29,500 of the

June 27, 2014, note;

$105,000 of the note dated July 21, 2014;

$210,000 of the note dated July 28, 2014;

$25,000 of the note dated

August 8, 2014;

and $123,000 of the note dated August 20, 2014.

of interest was rolled into principal on January 1, 2015, resulting in a principal balance of $892,679.

On June 8, 2016, this

note was combined with the January 22, 2015, promissory note, at ten percent (10%) per annum, with the principal balance of $400,000,

resulting in a new note with a balance due of $1,292,679, due July 1, 2018.

This promissory note is secured with the Company’s

inventory, fixed and liquid assets, property, equipment, intangible assets and intellectual property and

the Company’s net loss carry forward .

The accrued interest for the $1,292,679 consolidated note was $239,409 as of

Operating cash paid to settle lease liabilities

Right of use asset additions in exchange for lease liabilities

December 31, 2023

This promissory note has payment terms requiring consecutive monthly installments in the sum of $50,000 per

month commencing January 15, 2017.

This note’s principle payment comencement date was subsequently extended until July 15,

January 22, 2015, the Company issued 2,000,000 warrants to a shareholder and board member with a 36 month term to purchase “restricted”

Rule 144 common stock, no par value (the “Shares”), at a purchase price of $0.04 per share of common stock (the “Exercise

Price”) as consideration for the issuance of a promissory note in the amount of $400,000 from the Company.

These warrants

are fully vested and exercisable.

The warrants were evaluated for embedded derivatives in accordance with ASC 815 and were found

to not include any embedded derivatives.

The warrants attached to the note were valued using the Black Scholes Valuation Model.

The assumptions used in the model included the historical volatility of the Company’s stock of 180%, and the risk-free rate

for the periods within the expected life of the warrant based on the U.S.

Treasury yield curve in effect of 0.35%.

The resulting

fair value was $66,717.

This value was recorded as a debt discount and fully amortized as of March 31, 2016.

On June 8, 2016,

this note was combined with the January 22, 2015, promissory note, at 10% per annum, with the principal balance of $400,000, resulting

in a new note with a balance of $1,292,679, due July 1, 2018.

The accrued interest for the $1,292,679 consolidated note was $239,409

as of December 31, 2016

February 17, 2015, and April 20, 2015, the Company executed promissory notes with one of its shareholders and board members for

$135,000 each at ten percent (10%) interest per annum, due June 30, 2015, secured by accounts receivable on completed contracts

to finance operations and purchase inventory.

The principal on the April 20, 2015, note was paid down to $40,000.

The Lender had

provided the Company with extensions of due dates for both notes through June 30, 2016.

The principal on the February 17, 2015,

note of $135,000 was combined with the $40,000 remaining principal on the April 20, 2015, note into a $175,000 note due January

The accrued interest on the $175,000 note was $36,177 on December 31, 2016.

June 8, 2016, the Company executed a promissory note with one of its shareholders and board members for $1,292,679.

note is due July 1, 2018, has an interest rate of ten percent (10%) per annum, and is secured by inventory, fixed assets, intellectual

property and the Company’s net loss carry forward.

This promissory note for $1,292,679, combined and replaced the

October 21, 2014, promissory note for $892,679 and the January 16, 2015, promissory note for $400,000, as detailed in the table

Note Payable –

Non-related party

August 1, 2012, the Company issued amendments to the convertible note agreements (convertible into common stock at a rate of $0.15

per share) in the aggregate amount of $215,000 and extended the due date with repayment in the amount of $40,000 per quarter to

begin April, 2013, with the final payment due in August, 2014, to include any remaining balance due at that time.

In consideration

for extending the due date of the promissory notes, the expiration dates on the warrants issued (fully expensed in the prior period)

on March 31, 2011, which were subsequently extended to June 27, 2014, were amended and extended again for an additional three

years, making the new expiration dates August 1, 2017.

At the Lenders’

sole option, Lenders may elect to receive payment

of their respective notes and all accrued interest in “restricted”

common stock of the Company at the price per share

of said common stock at the same rate as the warrants.

On June 7, 2013, the Company executed an amendment to the loan transaction.

The amended loan transaction involved the extension of the promissory notes from April 30, 2013, to April 30, 2016, with the Lenders

waiving any default under the previous note.

The Company made interest payments to each of the eight note holders for all accrued

interest from August 1, 2012, to April 30, 2013, for consideration of the extension.

On the fourth extension, all accrued interest

was combined with the original principal amount as of July 31, 2012.

On July 13, 2015, three non-related party conversions with

a principal balance of $102,033, combined with the accrued interest to date of $17,894, were converted to 799,514 shares of common

As of December 31, 2016, the ending principal balance was $90,696.

Interest accrued as of December 31, 2016 was $29,544.

NOTE RECEIVABLE

July 31, 2013, the Company signed a Memorandum of Understanding with a Canadian company owned by Joseph Khoury (“JAK”)

proposing a purchase agreement in which JAK shall purchase LabMentors from PCS for USD $150,000.

JAK has agreed to assume 100%

of LabMentors outstanding liabilities and to pay the remainder of the USD $150,000 through a note payable.

The Company note receivable

in the amount of $50,740, carried an annual interest rate of 3% compounded annually and is to be paid over a period of 60 months

in equal monthly payments beginning in month 13 of the 60 month period.

This sale was finalized during the period ending September

On April 14, 2015, JAK informed PCS of the potential closure of LabMentors and

an inability to meet its note obligations.

LabMentors had made three note payments as of the date of the notification totaling

In evaluation of the note’s potential for collectability, a note allowance was accrued to the full amount of the

note receivable balance.

The note receivable principal balance at December 31, 2016 was $49,513.

The note receivable allowance

balance at December 31, 2016, is $49,513, resulting in a net $0 balance for this note receivable.

August 10, 2016, the Company entered into a note receivable with one of its consultants for the amount of $21,198, with an

interest rate of eighteen percent (18%) per annum, and secured by future payables owed to the consultant by the Company

for services rendered.

Interest and principal are due by January 31, 2017.

The note has not been collected as of December 31,

ACCOUNTS RECEIVABLE

Company had accounts receivable of $752,922 net of an allowance for $2,096 for the fiscal year ended March 31, 2016.

This accounts

receivable balance included a major international customer’s final work orders;

a major domestic customer’s annual

and an international customer’s lab royalty fees.

All international outstanding accounts receivable balances

were paid within terms.

The Company had an accounts receivable balance of $177,734, net of allowance of $2,096, as of December

Company had inventory of $192,527 net of an inventory reserve of $3,391 for the fiscal year ended March 31, 2016.

The inventory

reserve is consideration for obsolete and slow moving inventories.

The March 31, 2016, inventory balance reflected the shipment

of the two major customer orders mentioned in Note 11.

The majority of summer camp sales span February through June, 2016.

camp components are generally purchased within the week ordered to keep inventories lean.

The Company had an inventory balance

of $390,500, net of an inventory reserve of $3,391, as of December 31, 2016.

The growth in inventory on-hand is largely due to

receipt of an ocean container of our proprietary BrickLab product.

13 - COMMITMENTS AND CONTINGENCIES

Operating Lease Obligation

Company leases its main office under a non-cancelable lease agreement accounted for as an operating lease.

On December 31, 2013,

the Company signed an amendment to the existing lease to reduce the leased square feet to 5,412 for $6,765 per month for the 12

months ending December 31, 2014.

On February 1, 2015, the Company signed a new lease to reduce the square feet to 3,609 for $4,511

per month for the 12 months ending January 31, 2016.

The Company signed a lease amendment for the main office space on May 11,

2016, for $15.48 per square feet or $4,647 per month for the 12 months expiring May 31, 2017.

Rent expense for the corporate offices

was $14,780 and $13,533 for the three month ended December 31, 2016 and 2015, and $47,456 and $49,467 for the nine months ended

December 31, 2016, and 2015, respectively, under this lease arrangement.

Company leases additional warehouse space in Boise, Idaho.

Originally, this warehouse space consisted of approximately 2,880 square

The lease expired in June 2012.

This lease was extended for 24 months, beginning July 1, 2012.

The lease was extended to

a new term ending October 31, 2015.

The Company signed a sixth amendment on April 15, 2015, to lease additional warehouse space

of approximately 1,400 square feet adjacent to the existing leased space to April 30, 2016.

The Company moved all warehousing

to the new facility, vacating and completing the lease agreement ending April 30, 2016.

March 15, 2016, the Company leased a warehouse, office space and manufacturing facility of approximately 10,000 square feet for

$6,300 per month for 12 months.

On April 28, 2016, the Company moved all inventories, property, plant and equipment to this new

warehouse facility.

Rent expense for the new warehouse location was $12,600 and $6,535 for the three months ended December 31,

2016, and 2015, and $56,065 and $18,500 for the nine months ended December 31, 2016, and 2015, respectively.

Company leased an additional learning lab site in Eagle, Idaho, in the first quarter of FY2015.

The lease has a three-year term

for 1,050 square feet, for an annual base rent of $16,640 or $1,387 per month, with three percent (3%) growth per year.

or about May 18, 2015, the Company was named as a co-defendant in a legal action related to one of its employees, alleged to have

been driving an automobile negligently while on work related services for the Company, and causing damages to the plaintiffs in

The action was brought in the District Court of the Fourth Judicial District of the State of Idaho, in and for the

County of Ada, Civil Action number CV PI 1507419.

The insurance carrier indicated the claim would not be supported if the employee

was not on company business, which the Company asserted was the case.

The Company engaged legal counsel to represent it in this

On October 25, 2016, the case was dismissed with prejudice.

October 13, 2015, the Company filed a Summons and Complaint against a person the Company contracted to provide public relations

to the Company.

The complaint primarily involved defamation and breach of contract.

On October 18, 2016, the Company negotiated

a settlement on Ada County Case No.

CV OC 1517581 originating in the Idaho Fourth Judicial District Court.

The parties to the

suit negotiated an agreement that included a confidentiality clause.

The matter was settled amicably.

Contingencies

February 23, 2016, the Company issued a press release announcing an $825,000 contract with Drones ETC.

in which its Thrust-UAV

business unit would develop and produce a drone-related technology product for Drones ETC.

December 23, 2016, the Company received a Notice of Termination of the contract from legal counsel for Drones ETC.

purported to terminate the contract, alleging breach of contract resulting from the Company’s alleged failure to provide

the product in a timely manner and demanding the return of the $33,000 it had paid to the Company on the execution of the contract.

The Company believes that the Notice of Termination is without merit, and intends to seek enforcement of the contract.

has engaged legal counsel to advise it on this matter.

14 - STOCKHOLDERS’

the nine months ended December 31, 2016, the Company expensed amounts related to stock options and warrants granted in the current

period as well as prior periods valued at $29,244.

the nine months ended December 31, 2016, an employee exercised 70,000 options earned from an Incentive Stock Option (ISO) Agreement

dated January 14, 2014.

The ISO Agreement option price was $0.0362 per exercised share of “restricted”

common stock,

totaling $2,533.

the nine months ended December 31, 2016, the Company issued 200,000 shares of Rule 144 “restricted”

common stock shares

to an employee.

The shares were valued based on the fair market price of $0.08, the closing price of the Company’s common

stock at the date of grant, for a total of $16,000.

the nine months ended December 31, 2016, the Company issued a total of 75,000 Rule 144 “restricted”

common stock shares

in two transactions to a contractor for services.

On April 26, 2016, the Company issued 50,000 shares valued at $0.08, based on

the common stock closing price of the Company on the date of grant.

On May 10, 2016, the Company issued 25,000 Rule 144 “restricted”

common stock shares valued at $0.09, based on the common stock closing price of the Company on the date of grant.

The cumulative

stock compensation for services totaled $6,250.

the nine months ended December 31, 2016, the Company issued a total of 5,763,014 Rule 144 “restricted”

On October 21, 2014, the Company entered into a ten percent (10%) convertible

promissory note with a current board member and shareholder in the amount of $200,000 convertible into shares of common stock

of the Company at the closing market price of $0.04 on such date.

O n April 29, 2016,

the note was converted, along with $30,521 in accrued interest, into 5,763,014 shares of common stock.

Due to conversion within

the terms of the note, no gain or loss was recognized.

the nine months ended December 31, 2016, the Company issued a total of 17,957,690 Rule 144 “restricted”

shares from private equity sale offerings, at a price range of $.05 to $0.08 totaling

These private equity sales included:

6,250,000 Rule 144 “restricted”

common stock shares from

a private equity sale offering on July 18, 2016, at a price of $0.08 totaling $500,000;

5,076,922 Rule 144 “restricted”

common stock shares from a private equity sale offering on September 28, 2016, at

a price of $0.065 totaling $330,000;

769,230 Rule 144 “restricted”

common stock shares from

a private equity sale offering on October 21, 2016, at a price of $0.065 totaling $50,000;

861,538 Rule 144 “restricted”

common stock shares from a private equity sale offering on November 14, 2016, at

a price of $0.065 totaling $56,000;

5,000,000 Rule 144 “restricted”

common stock shares from

a private equity sale offering on December 13, 2016, at a price of $0.05 totaling $250,000.

the nine months ended December 31, 2016, the Company cancelled 200,000 shares of 144 “restricted”

common stock as

a negotiated settlement for $9,000, originally issued on July 30, 2015, at a price of $0.11 for services.

The shares were valued

based on the fair market price on the date of contract for a total of $22,000, resulting in a $13,000 gain on settlement.

the nine months ended December 31, 2016, the Company accrued $265,000 in stock payable due to the September 28, 2016, offer of

5,076,922 shares of its common stock for $330,000 comprised of “restricted securities”

as defined under Rule 144 of

the SEC, solely to “accredited investors.”

The purchase price was $0.065 per share.

The $65,000 variance between the

sale proceeds of $265,000 and $330,000 was due to the sale of 1,000,000 shares at $0.065 finalized on October 1, 2016.

the nine months ended December 31, 2016, $3,240 in accrued Restricted Stock Units payable was reversed.

Stock compensation in

the form of Restricted Stock Units is only authorized for independent directors.

The current Board of Directors does not have

a qualifying independent member.

Preferred Stock

Company has 20,000,000 authorized shares of preferred stock.

As of December 31, 2016, there were no preferred shares issued or

15 - BASIC AND DILUTED NET LOSS PER COMMON SHARE

net losses per common share for the three month periods ended December 31, 2016, and 2015, are based on 95,444,493 and 76,134,102,

respectively, of weighted average common shares outstanding.

Dilutive net loss per common share for the nine month periods ended

December 31, 2016, and 2015, are based on 83,982,390 and 74,356,534 respectively, of weighted average common shares outstanding.

Months Ended December 31,

per common share:

Weighted Average

Number of Shares

Outstanding, Basic and Diluted

Weighted average remaining lease term (in years)

Weighted average discount rate

9 – ACCOUNTS PAYABLE

payable for the periods are as follows:

OF ACCOUNTS PAYABLE

December 31, 2023

March 31, 2023

Accounts payable

Credit cards payable

10 – PAYROLL LIABILITIES & ACCRUED EXPENSES

expenses for the periods are as follows:

OF ACCRUED EXPENSES

December 31, 2023

March 31, 2023

Payroll liabilities

Sales tax payable

State income tax payable

Production printer accrued expenses

11 – INCOME TAXES

the three and nine months ended December 31, 2023, the Company recognized no income tax expense (or benefit) due to the partial reversal

of its valuation allowance.

For the year ended March 31, 2023, the Company partially reversed its valuation allowance recognizing an

income tax benefit of $ 1,011,466 , which represents an effective tax rate of ( 57 %) .

As the Company recently generated positive income,

management expects the effective tax rate to differ from its annual effective tax rate from the most recent year and from its U.S.

statutory rate due to changes in the valuation allowance.

For the three and nine month period ended December 31, 2023, the Company relieved

its valuation allowance equal to the estimated income tax expense based on U.S statutory rate of 21 % and a State statutory rate of 7 %.

The net effect is that no income tax expense was recorded for the three and nine months ended December 31, 2023, and the effective tax

rate is 0.00 %.

For the three and nine months ended December 31, 2023, no benefit from income taxes was recorded due to the Company being

in a full valuation allowance position, resulting in an effective tax rate of 0.0 %.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2023.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the

payment of interest and penalties as of December 31, 2023.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major

taxing authorities since inception.

Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance

with federal, state, and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits

will materially change over the next twelve months.

we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgments that could become subject

to examination by tax authorities in the ordinary course of business.

We periodically assess the likelihood of adverse outcomes resulting

from these examinations to determine the impact on our deferred taxes and income tax liabilities and the adequacy of our provision for

income taxes.

Changes in income tax legislation, statutory income tax rates or future taxable income levels, among other things, could

materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among

financial reporting periods.

Company files income tax returns in the United States, the State of Idaho and the State of California.

The statute of limitations on

a Federal tax return is the due date of the tax return plus three years.

In the case of NOLs, the year in which the NOL was generated

remains open up to the amount of the NOL until the statute of limitations expires on the year it was used.

All required tax returns of

the Company due since inception have been filed.

The Company does not have any unrecognized tax benefits to report in the current period.

12 - DILUTIVE INSTRUMENTS

Options and Warrants

Company is required to recognize expense of options or similar equity instruments issued to employees using the fair-value-based

method of accounting for stock-based payments in compliance with the financial accounting standard pertaining to share-based payments.

This standard covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based

awards, share appreciation rights, and employee share purchase plans.

Application of this standard requires significant judgment

regarding the assumptions used in the selected option pricing model, including stock price volatility and employee exercise behavior.

Most of these inputs are either highly dependent on the current economic environment at the date of grant or forward-looking over

the expected term of the award.

as of March 31, 2016

Stock Options

of December 31, 2016

August 31, 2016, an employee of the Company exercised 70,000 earned and vested options for “restricted”

issued September 8, 2016.

The options vest over a three-year period, are exercisable at $0.0362 per share, and are valued at $2,534

which represented the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

Board of Directors resolved on July 14, 2016, to increase the Company authorized common stock from 100,000,000 shares with no

par value to 150,000,000 shares of common stock with no par value.

The resolution was ratified on September 23, 2016, by the shareholders

at the Annual Meeting.

The Articles of Amendment were filed with the Idaho Secretary of State on October 11, 2016.

November 1, 2016, the Company granted 500,000 stock options to an officer, Michael J.

of December 31, 2023, and March 31, 2023, the Company had no dilutive instruments outstanding.

13 - RELATED PARTY TRANSACTIONS

August 21, 2018, the Company granted 1,000,000 stock options to our President, Michael J.

The expected volatility rate of 254.03 %

230.18% was calculated using the Company’’s stock price over the period beginning July 1, 2014, through date of issue.

A risk free interest rate of 0.08 % was used to value the options.

The options were valued using the Black-Scholes valuation model.

The total value of this option was $37,315.

The options vest over a three-year period and are exercisable at $0.08 per share which

represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of December 31, 2016,

$6,242 of the total value was expensed.

For the nine months ended December 31, 2016, $6,242 was expensed.

January 1, 2014, the Company granted 40,000 incentive options each to three employees per year for three years.

These options

were issued as incentive compensation to the employees.

The options were valued using the Black-Scholes valuation model.

have an expected volatility rate of 259.07% calculated using the Company stock price for a three-year period.

A risk-free interest

rate of 0.26% - 0.76% was used to value the options.

The total value of these options was $17,726.

The options vest over a three-year

period and are exercisable at a range of $.05 to $0.6 per share, which represented the fair market value at the date of grant

in accordance with the 2009 Equity Incentive Plan.

As of December 31, 2016, $17,726 of the total value was expensed.

months ended December 31, 2016, $3,991 was expensed.

February 1, 2014, the Company granted 40,000 incentive options to one employee per year for three years.

These options were issued

as incentive compensation to the employee.

The options were valued using the Black-Scholes valuation model.

The options have an

expected volatility rate of 258.20% calculated using the Company’s stock price for a three-year period.

was calculated using the Company’s stock price over the period beginning August 21, 2018, through date of issue.

A risk-free interest

rate of 0.27 % was used to value the options.

The total value of these options was $4,107.

The options vest over a three-year

period and are exercisable at a range of $0.03 to $0.60 per share, which represents the fair market value at the date of grant

in accordance with the 2009 Equity Incentive Plan.

As of December 31, 2016, $4,107 of the total value was expensed.

months ended December 31, 2016, $1,035 was expensed.

November 18, 2015, the Company granted 200,000 stock options to an officer, Robert O.

The expected volatility rate of

186.52% was calculated using the Company’’s stock price over the two-year period ending November 17, 2015.

interest rate of 0.80% was used to value the options.

The options were valued using the Black-Scholes valuation model.

value of the options was $14,659.

The options vest over a three year period and are exercisable at $0.09 per share, which represents

the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of December 31, 2016, $12,702

of the total value of the options had been expensed.

For the nine months ended December 31, 2016, $7310 was expensed.

May 15, 2012, the Company granted 850,000 incentive stock options to an officer, Robert O.

The expected volatility rate

of 223.62% was calculated using the Company’’s stock price over the period beginning June 1, 2009 through date of

A risk-free interest rate of 0.38% was used to value the options.

The options were valued using the Black-Scholes valuation

The total value of the options was $44,495.

The options vested over a three year period and were exercisable at $0.06 per

share which represented the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

30, 2015, the entire value of the options was expensed.

July 30, 2015, 120,000 common stock warrants were exercised at a price of $.07 per share for a total of $8,400, resulting in the

issuance of 120,000 shares of “restricted”

common stock.

17 - SUBSEQUENT EVENTS

January 10, 2017, the Company filed an 8-K, Current Report regarding Item 2.04 Triggering Events That Accelerate or Increase

a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The triggering events are two promissory

notes with accrued interest and one promissory note payment in default.

February 1, 2017, the Company entered into a loan transaction in the amount of $50,000 with PCS Edventures!.com, Inc.

Vice President

and Board member, Michael J.

The transaction involved the issuance of a short term Promissory Note due April 30, 2017,

secured by accounts receivable, and bearing 20% interest at an annualized rate.

February 3, 2017, the Company entered into a loan transaction in the amount of $100,000 with Gordon Prairie, an unrelated party.

The transaction involved the issuance of a short term Promissory Note due April 30, 2017, secured by accounts receivable, and

bearing 20% interest at an annualized rate.

Management’s Discussions and Analysis of Financial Condition and Results of Operations .

Statements for Purposes of “Safe Harbor Provisions”

of the Private Securities Litigation Reform Act of 1995:

for historical facts, all matters discussed in this Quarterly Report, which are forward-looking, involve a high degree of risk

and uncertainty.

Certain statements in this report 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.

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 Securities

and Exchange Commission filings.

The Company assumes no duty to update forward-looking statements to reflect events or circumstances

after the date of such statements.

following discussion should be read in conjunction with our audited financial statements and Management’s Discussion and

Analysis of Financial Condition and Results of Operations (“MD&A”) contained in our Form 10-K Annual Report for

the fiscal year ended March 31, 2016, filed with the SEC on June 22, 2016.

Company sells into the STEAM education market with (1) an existing STEAM library and deep expertise in creating STEAM solutions

comprised of curriculum and materials;

(2) a unique learning methodology –

an adaptive (customized to individual learners),

experiential (hands-on in nature) learning framework that can be monetized in a number of ways, with what the Company believes

is an approach to educational assessment and incentivizing students for the future, and the Company is an innovative leader in

(3) an innovative K12 robotics and engineering system comprised of hardware and software specifically designed to engage

students in STEAM topics such as hands-on physics, engineering, and coding;

(4) a long history as a prime STEAM provider in the

Middle East, a relationship which the Company believes will continue to provide revenue growth;

and (5) a continual view to the

future of STEAM education developments, exemplified by the Company’s anticipated release of a STEAM drone program to enhance

its other product offerings.

Company is actively marketing the Thrust-UAV brand for its FPV racing drone and is forming distributor relationships.

also sells components and parts for its FPV racing drone on its website and through distributors.

The Company has formed several

partnerships with the FPV community and intends to leverage these relationships to promote its FPV racing drone.

Company’s strategy is profitability driven, seeking to optimize operations while moving our core STEAM, digital learning,

robotics and drone product strategies forward.

Tactically, the Company will focus its attention on sales activities.

will continue to focus on the improvement of its web-based marketing efforts, expand its sales force and channel partners, and

tighten sales processes for domestic STEAM sales.

The Company will also continue to fulfill existing, and anticipates capturing

new, STEAM contracts with a customer in the Middle East.

The Company will actively seek retail distribution methods and channels

for its robotics and drone retail products and expand their usability for other market segments.

of Operations

the nine month period ended December 31, 2016, the Company reported a net loss of ($1,725,464), as compared to a net loss of ($612,316)

for the nine month period ended December 31, 2015.

The ($1,113,148) increase in loss was due to a reduction in revenue predominantly

due to the timing of major customer order fulfilled by our March 31, 2016, fiscal year end.

The same order previous year was fulfilled

in April and May of 2015.

Additional contributors were the reduction in international work orders fulfilled year over year, and

the ramp up of Thrust UAV.

The Basic Loss per Share for the nine month period ended December 31, 2016, was ($0.02), which varies

from the ($0.01) loss per share for the nine month period ended December 31, 2015.

the nine month period ended December 31, 2016, revenues were $1,378,544, as compared to revenue during the nine month period ended

December 31, 2015, of $2,145,719.

The revenue decrease was due to timing of major customer order fulfillments mentioned above

and a decrease in international work orders and Learning Center enrollment.

the three month period ended December 31, 2016, the Company reported a net loss of ($605,113) as compared to a net loss of ($411,634)

for the three months ended December 31, 2015.

This increase in net loss was predominantly due to the investment in research and

development in its Thrust-UAV division.

The Basic Loss per Share for the three month period ended December 31, 2016, was ($0.01),

similar to the ($0.01) loss per share for the three-month period ended December 31, 2015.

for the three-month period ended December 31, 2016, was $412,590 as compared to revenue during the three month period ended December

The options vested immediately

and were exercisable at $ 0.025 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity

Incentive Plan.

The maturity date was August 21, 2021.

The entire value of the options were expensed at time of grant as they vested

On August 21, 2021, the options expired and the Company issued 1,000,000 new options with a one year maturity and a strike

price of $ 0.025 accounted for as a modification.

These options were exercised on August 18, 2022.

April 1, 2013 to March 31, 2017, the Company executed related party promissory notes with the Chairman and CEO of the Company, Todd R.

Hackett, for $ 1,292,679 , $ 175,000 , and $ 340,000 paid down to a principal balance of $ 220,648 , with interest of 10 % per annum.

interest payments have been made in cash starting in January of 2019.

On April 19, 2019, these notes were consolidated to one promissory

note for $ 1,688,327 , with interest of 10 % per annum, and extending the due date to April 20, 2020 .

Total interest accrued and paid in

the fiscal year ended March 31, 2020 totaled $ 142,210 .

Principal payments were made totaling $ 245,000 for an ended principal balance

at March 31, 2020 of $ 1,443,327 .

The note was subsequently amended with a maturity date of May 1, 2021 , with all other terms and conditions

remaining the same.

No principal payments were made on this note in fiscal year 2021, leaving a principal balance as of March 31, 2021

of $ 1,443,327 .

The increase in revenue was due predominantly to $44,173 less in domestic sales and a timing of $142,501

increase in International revenues.

expenses increased by $13,219 (2.5%) and $244,649 (15.4%) in the three and nine months of fiscal 2017, respectively, relative

to prior year periods.

The largest factor behind this increase in operating expenses was the Company’s acquisition of Thrust-UAV,

which increased Company overhead.

Product development expense increased significantly due to investment in research and development

at Thrust-UAV.

expense decreased by $481 and $63,143 in the three and nine months of fiscal 2017, respectively, relative to prior year periods

due to the conversion of debt.

used by operations for the third quarter of fiscal 2017 was $1,242,339 compared to cash used by operations of $92,392 in the same

period last year.

The Company ended the third quarter of fiscal 2017 with $41,073 in cash, total current assets of $691,602, and

total current liabilities of $1,270,197, resulting in a working capital deficit of $578,595 compared to a working

capital deficit of $1,661,514 for the year ended March 31, 2016.

Company had a current ratio at December 31, 2016, and March 31, 2016, of 0.55 and 0.42, respectively.

Significant short term debt

was consolidated with an extended due date reclassifying the promissory notes from short term to long term, related party debt.

There is no guarantee that this Lender will continue to provide extensions for payments, and the Company cannot predict that it

will be successful in obtaining funding or generating cash in order to pay the Lender.

The Company has an accumulated deficit

of ($41,777,523) and shareholders’’

equity (deficit) of ($2,057,727).

Quantitative and Qualitative Disclosures About Market Risk.

Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) and is not required to provide the information required under this item.

This promissory note due date was subsequently amended to a new due date of May 1, 2022 , with all other terms and conditions

remaining the same.

No principal payments were made on this note during fiscal year 2022, leaving a principal balance as of March 31,

2022, of $ 1,443,327 .

During fiscal year 2023, this promissory note was paid in full to Mr.

February 1, 2017, the Company, in the capacity of borrower, executed a non-convertible promissory note payable, with no warrants

attached, with lender Mike J.

Bledsoe, a member of the Executive Management Team and Board of Directors, for $ 50,000 at 20 % interest

per annum, due April 30, 2017 .

The note’s principal balance of $ 50,000 , and accrued interest of $ 23,342 as of May 31,

2019, was amended on June 1, 2019.

The promissory note June 1, 2019, amendment reduced the interest rate to 10 % per annum, but to

accrue interest on both the $ 50,000 principal balance and the $ 23,342 accrued interest and extended the due date to May 31, 2020.

This promissory note due date was subsequently amended to a new due date of May 31, 2021 .

As of March 31, 2021, the principal

balance on this note was $ 50,000 and the accrued interest was $ 36,805 .

This promissory note due date was subsequently amended to a

new due date of May 1, 2022 , with all other terms and conditions remaining the same.

During fiscal year 2023, the Company paid this

promissory note in full to Mr.

14 - SUBSEQUENT EVENTS

the time of the filing of this Quarterly Report, there were no subsequent events to report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements