PCS Edventures!, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to________ Commission File No. 000-49990 PCS EDVENTURES!, INC. (Exact name of Registrant as specified in its charter) Idaho 82-0475383 (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 941 South Industry Way Meridian , Idaho 83642 (Address of Principal Executive Offices) (208) 343-3110 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: November 14, 2024: 124,131,410 shares of Common Stock Forward-Looking Statements This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should carefully read this Quarterly Report completely, and it should be read and considered with all other reports filed by us with the United States Securities and Exchange Commission (the “SEC”) that are contained in the SEC Edgar Archives, including issues related to “Cybersecurity” enumerated in “Part I, Item 1C. Cybersecurity,” which commence on page nine (9) of our 10-K Annual Report for the fiscal year ended March 31, 2024, filed with the SEC on June 28, 2024 (the “Annual Report”), a copy of which is attached hereto by Hyperlink in Part II-Other Information, in Item 6, Exhibits, hereof, and is incorporated herein by reference. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future. Documents Incorporated by Reference See Part II, Other Information, Item 6, Exhibits. PCS EDVENTURES!, Inc. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 INDEX Page PART I – FINANCIAL INFORMATION 3 ITEM 1. Condensed Financial Statements (unaudited) 3 Condensed Balance Sheets as of September 30, 2024 (unaudited), and March 31, 2024 4 Condensed Statements of Operations for the Three and Six Months ended September 30, 2024, and 2023 (unaudited) 5 Condensed Statement of Stockholders’ Equity for the Three and Six Months ended September 30, 2024, and 2023 (unaudited) 6 Condensed Statements of Cash Flows for the Six Months ended September 30, 2024, and 2023 (unaudited) 7 Notes to the Condensed Financial Statements (unaudited) 8 ITEM 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 12 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 18 ITEM 4. Controls and Procedures 18 PART II - OTHER INFORMATION 18 ITEM 1. Legal Proceedings 18 ITEM 1A. Risk Factors 18 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 ITEM 3. Defaults Upon Senior Securities 18 ITEM 4. Mine Safety Disclosures 19 ITEM 5. Other Information 19 ITEM 6. EXHIBIT INDEX 19 SIGNATURES 20 2 PART I –FINANCIAL INFORMATION PART I – FINANCIAL INFORMATION Item 1. Condensed Financial Statements The Condensed Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Condensed Financial Statements fairly present the financial condition of the Registrant. (This space intentionally left blank.) 3 PCS EDVENTURES!, INC. Condensed Balance Sheets Unaudited Audited September 30, 2024 March 31, 2024 CURRENT ASSETS Cash $ 4,005,145 $ 1,329,708 Accounts receivable, net of allowance for doubtful accounts of $ 34,204 735,689 1,675,859 Prepaid expenses 261,051 394,091 Inventory, net 1,990,951 2,025,483 Total Current Assets 6,992,836 5,425,141 NONCURRENT ASSETS Lease Right-of-Use Asset 216,465 273,905 Deposits 21,960 6,300 Property and equipment, net 66,920 43,739 Deferred tax asset 2,174,420 2,541,259 Total Noncurrent Assets 2,479,765 2,865,203 TOTAL ASSETS $ 9,472,601 $ 8,290,344 CURRENT LIABILITIES Accounts payable $ 62,809 $ 100,853 Payroll liabilities and accrued expenses 272,796 229,970 Deferred revenue 107,336 14,549 Lease Liability, current portion 43,819 70,782 Total Current Liabilities 486,760 416,154 NONCURRENT LIABILITIES Lease liabilities, net of current portion 185,333 218,373 Total Noncurrent Liabilities 185,333 218,373 TOTAL LIABILITIES 672,093 634,527 STOCKHOLDERS’ EQUITY 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, 124,131,410 shares and 124,733,494 shares issued and outstanding, respectively - - Additional Paid-in Capital 40,426,646 40,570,459 Accumulated deficit ( 31,626,138 ) ( 32,914,642 ) TOTAL STOCKHOLDERS’ EQUITY 8,800,508 7,655,817 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,472,601 $ 8,290,344 The accompanying notes are an integral part of these condensed financial statements. 4 PCS EDVENTURES!, INC. Condensed Statements of Operations (Unaudited) 2024 2023 2024 2023 For the Three Months Ended September 30, For the Six Months Ended September 30, 2024 2023 2024 2023 REVENUE $ 2,267,338 $ 3,767,326 $ 5,427,262 $ 6,372,607 COST OF SALES 912,651 1,188,826 2,111,087 2,192,896 GROSS PROFIT 1,354,687 2,578,500 3,316,175 4,179,711 OPERATING EXPENSES Salaries and wages 485,734 513,676 1,004,031 959,952 General and administrative expenses 356,154 294,807 715,924 589,641 Total Operating Expenses 841,888 808,483 1,719,955 1,549,593 INCOME FROM OPERATIONS 512,799 1,770,017 1,596,220 2,630,118 OTHER INCOME Net interest income 37,613 10,315 59,123 10,592 Other Income - 31,258 - 31,258 Total Other Income 37,613 41,573 59,123 41,850 NET INCOME BEFORE TAXES 550,412 1,811,590 $ 1,655,343 $ 2,671,968 Income tax provision 119,183 - 366,839 - NET INCOME $ 431,229 $ 1,811,590 $ 1,288,504 $ 2,671,968 Net income (loss) per common share: Basic $ 0.00 $ 0.01 $ 0.01 $ 0.02 Diluted $ 0.00 $ 0.01 $ 0.01 $ 0.02 Weighted Average Common Shares Outstanding Basic 124,493,141 125,091,826 124,612,661 125,410,402 Diluted 124,493,141 125,091,826 124,612,661 125,410,402 The accompanying notes are an integral part of these condensed financial statements. 5 PCS EDVENTURES!, INC. Condensed Statement of Stockholders’ Equity (Unaudited) # of Common Common Additional Paid-in Accumulated Stockholders’ Shares O/S Stock Capital Deficit Equity Balance at 6/30/2023 125,732,479 - $ 40,635,392 $ ( 36,495,452 ) $ 4,139,940 Net Income - - - 1,811,590 1,811,590 Shares repurchased and cancelled ( 998,985 ) - ( 64,933 ) - ( 64,933 ) Balance at 9/30/2023 124,733,494 - $ 40,570,459 $ ( 34,683,862 ) $ 5,886,597 Balance at 3/31/2023 125,732,479 - $ 40,635,392 $ ( 37,355,830 ) $ 3,279,562 Net Income - - - 2,671,968 2,671,968 Shares repurchased and cancelled ( 998,985 ) - ( 64,933 ) - ( 64,933 ) Balance at 9/30/2023 124,733,494 - $ 40,570,459 $ ( 34,683,862 ) $ 5,886,597 Balance at 6/30/2024 124,733,494 - $ 40,570,459 $ ( 32,057,367 ) $ 8,513,092 Net Income - - - 431,229 431,229 Shares repurchased and cancelled ( 602,084 ) - ( 143,813 ) - ( 143,813 ) Balance at 9/30/2024 124,131,410 - $ 40,426,646 $ ( 31,626,138 ) $ 8,800,508 Balance at 3/31/2024 124,733,494 - $ 40,570,459 $ ( 32,914,642 ) $ 7,655,817 Balance 124,733,494 - $ 40,570,459 $ ( 32,914,642 ) $ 7,655,817 Net Income - - - 1,288,504 1,288,504 Shares repurchased and cancelled ( 602,084 ) - ( 143,813 ) - ( 143,813 ) Balance at 9/30/2024 124,131,410 - $ 40,426,646 $ ( 31,626,138 ) $ 8,800,508 Balance 124,131,410 - $ 40,426,646 $ ( 31,626,138 ) $ 8,800,508 The accompanying notes are an integral part of these condensed financial statements. 6 PCS EDVENTURES!, INC. Condensed Statements of Cash Flows (Unaudited) 2024 2023 For the Six Months ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME $ 1,288,504 $ 2,671,968 Provision for income tax 366,839 Depreciation and amortization 9,801 4,895 Right of use asset amortization 57,441 50,227 Changes in operating assets and liabilities (Increase) decrease in accounts receivable 940,170 ( 1,219,554 ) (Increase) decrease in prepaid expenses 133,040 127,304 (Increase) decrease in inventories 34,532 65,859 (Decrease) increase in accounts payable and accrued liabilities 4,781 101,175 (Increase) decrease in lease liability ( 60,003 ) ( 50,227 ) (Decrease) increase in unearned revenue 92,787 ( 2,501 ) (Increase) decrease in deposits ( 15,660 ) - Net Cash Provided by Operating Activities 2,852,232 1,749,146 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for purchase of fixed assets ( 32,982 ) ( 8,656 ) Net Cash Used by Investing Activities ( 32,982 ) ( 8,656 ) CASH FLOWS FROM FINANCING ACTIVITIES Common stock repurchased (Treasury shares) and cancelled ( 143,813 ) ( 64,933 ) Net Cash Used by Financing Activities ( 143,813 ) ( 64,933 ) Net Increase in Cash 2,675,437 1,675,557 Cash at Beginning of Fiscal Year 1,329,708 442,657 Cash at End of Quarter $ 4,005,145 $ 2,118,214 The accompanying notes are an integral part of these condensed financial statements. 7 PCS EDVENTURES!, INC. Notes to the Condensed Financial Statements (unaudited) September 30, 2024 and 2023 NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business The condensed 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. Our products facilitate STEM (“Science, Technology, Engineering, and Math”) 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. Our 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. PCS has developed and sells a variety of STEM education products into the K12 market, which can be categorized as follows: 1. Enrichment Programs These 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 year. Some of the more popular programs include Rockin’ Robots; Build a Better World; Summer Camp Classics; Pirate Camp; Flight and Aerodynamics; Science of the Human Body; and Claymation. 2. Discover Series Products These 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. 3. BrickLAB Products These 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 products. 4. Discover Drones, Add-on Drone Packages and Ala Carte Drone Items These 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 Add-on ; and all the spare parts and ala carte drone items offered in the Company’s comprehensive drone packages. 8 5. STEAMventures BUILD Activity Book These 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. 6. Professional Development Training The Company offers professional development trainings, for a fee, to educators who are implementing the Company’s products in their classroom. The Company intends to continue developing STEM education products that address demand from large markets. Interim Financial Information The accompanying unaudited condensed financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending March 31, 2025, or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June, 28, 2024 (the “Annual Report”). Use of Estimates The preparation of these condensed financial statements in conformity with 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 condensed 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. Revenue Recognition The Company accounts for revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers,” which we adopted on April 1, 2018. Revenue amounts presented in our condensed financial statements are recognized net of sales tax, value-added taxes, and other taxes. Amounts 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. The Company had deferred revenue of $ 107,336 as of September 30, 2024, related to contractual commitments with customers where the performance obligation will be satisfied within the fiscal year ended March 31, 2025. The revenue associated with these performance obligations is recognized as the obligation is satisfied. The Company had $ 14,549 of deferred revenue as of March 31, 2024. Most 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 items. 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. 9 Net Earnings Per Share of Common Stock The Company calculates net income per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Under ASC 260, basic net income per common share is calculated by dividing net income 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 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 method. 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. Common 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 present the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME 2024 2023 For the Three Months ended September 30, 2024 2023 Net Income per common Share: Basic $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 Weighted average number of common shares outstanding Basic 124,493,141 125,091,826 Weighted average number of common shares outstanding Fully Diluted 124,493,141 125,091,826 Net income for the three (3) months ended September 30, 2024, and 2023, was $ 431,229 and $ 1,811,590 , respectively. 2024 2023 For the Six Months ended September 30, 2024 2023 Net Income per common Share: Basic $ 0.01 $ 0.02 Diluted $ 0.01 $ 0.02 Weighted average number of common shares outstanding Basic 124,612,661 125,410,402 Weighted average number of common shares outstanding Fully Diluted 124,612,661 125,410,402 Net income for the six (6) months ended September 30, 2024, and 2023, was $ 1,288,504 and $ 2,671,968 , respectively. Recently Issued Accounting Pronouncements The Company has reviewed recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. 10 NOTE 2 – BUSINESS CONDITION As of September 30, 2024, the Company had $ 4.0 million in cash; $ 2.0 million in inventory; $ 0.2 million in prepaid inventory; and $ 0.7 million in accounts receivable, with no debt. 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 relatively large cash and inventory balances. NOTE 3 – ACCOUNTS RECEIVABLE In 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 $ 34,204 at September 30, 2024, and March 31, 2024. NOTE 4 - PREPAID EXPENSES Prepaid expenses for the periods are as follows: SCHEDULE OF PREPAID EXPENSES September 30, 2024 March 31, 2024 Prepaid insurance $ 26,313 $ 10,915 Prepaid tradeshows 7,944 25,046 Prepaid inventory 173,464 319,977 Prepaid software 22,279 17,254 Prepaid other 31,051 20,899 Total Prepaid Expenses $ 261,051 $ 394,091 NOTE 5 - COMMON AND PREFERRED STOCK TRANSACTIONS a. Common Stock The Company has 150,000,000 authorized shares of common stock, no par value. At September 30, 2024, total common shares issued and outstanding was 124,131,410 . At March 31, 2024, the total common shares issued and outstanding was 124,733,494 . During the three (3) months ended September 30, 2024, the Company had no option expense. During the three (3) months ended September 30, 2024, the Company did no t issue any shares of common stock. During the three (3) months ended September 30, 2024, the Company completed two (2) private transactions to purchase and retire shares of its common stock. One transaction was for 250,000 shares of common stock at $ 0.195 per share for total consideration of $ 48,750 ; and the other transaction was for 352,084 shares of common stock at $ 0.27 per share for total consideration of 95,063 . Both transactions were with current employees who solicited the Company for an offer to purchase their respective shares. During the six (6) months ended September 30, 2024, the Company had no option expense. During the six (6) months ended September 30, 2024, the Company did no t issue any shares of common stock. During the six (6) months ended September 30, 2024, the Company completed two (2) private transactions to purchase and retire shares of its common stock. One transaction was for 250,000 shares of common stock at $ 0.195 per share for total consideration of $ 48,750 ; and the other transaction was for 352,084 shares of common stock at $ 0.27 per share for total consideration of 95,063 . Both transactions were with current employees who solicited the Company for an offer to purchase their respective shares. b. Preferred Stock The Company has 20,000,000 authorized shares of preferred stock. As of September 30, 2024, and March 31, 2024, there were no preferred shares issued or outstanding. 11 NOTE 6 – PAYROLL LIABILITIES & ACCRUED EXPENSES Accrued expenses for the periods are as follows: SCHEDULE OF ACCRUED EXPENSES September 30, 2024 March 31, 2024 Payroll liabilities $ 160,682 $ 165,087 Sales tax payable 33,332 9,969 State income tax payable 63,797 39,929 Production printer accrued expenses 14,985 14,985 Total $ 272,796 $ 229,970 NOTE 7 - RELATED PARTY TRANSACTIONS The Company had no related party transactions during the fiscal year ended March 31, 2024, nor during the quarter ended September 30, 2024. NOTE 8 - SUBSEQUENT EVENTS The Company entered into two (2) leases, one for a 20,880 square foot warehouse facility, signed on September 19, 2024, and one for a 5,016 square foot office facility, signed on October 8, 2024. Subsequent to September 30, 2024, the Company took possession of both facilities and has fully moved its operations into them. The lease for the Company’s old warehouse/office facility expired on October 31, 2024, and the Company has no further obligations for that lease. The new corporate mailing address is: 941 South Industry Way Meridian, ID 83642 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Statements for Purposes of “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995: Except for historical facts, all matters discussed in this Annual Report, which are forward-looking, involve a high degree of risk and uncertainty. Certain statements in this Annual 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. You should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated in such statements, due to a variety of factors, risks, and uncertainties. Potential risks and uncertainties include, but are not limited to, competitive pressures from other companies within the Educational Industries, economic conditions in the Company’s primary markets, exchange rate fluctuation, reduced product demand, increased competition, inability to produce required capacity, unavailability of financing, government action, weather conditions and other uncertainties, including those detailed in our SEC filings. We assume no duty to update forward-looking statements to reflect events or circumstances after the date of such statements. The following discussion should be read in conjunction with Item 1, Condensed Financial Statements , in Part I of this Quarterly Report. Overview of Current and Planned Operations PCS Edventures!, Inc. sells STEM / STEAM products to educational and recreational entities serving youth. Currently, we do not attempt to align our products to fit in the classroom setting although we are aware that some of our customers use our products to fill enrichment time blocks in the classroom during formal school time. Classroom curriculum must align with specific state standards to be considered for use. Each state has their own unique set of standards, making classroom curriculum development a state by-state endeavor. 12 On the other hand, out of school programs are not subject to state governmental standards alignment, although these programs often require that educational programs align with various sets of state or national educational standards. This difference makes it easier to penetrate out-of-school programs, as more freedom exists for curriculum development. We focus our efforts on these out-of-school programs, which include summer school, summer camps, YMCA programs, Boys and Girls club programs, and various other programs offered outside of the classroom, at all times of the year, that are too numerous to list. Oftentimes, these programs are sponsored, administered, and/or supported by local school districts, and we employ considerable efforts to build relationships with these types of school districts to provide desired programing for their out-of-school programs. The majority of the time, the out-of-school programs offered are funded with grants; however, some programs are run on a for-profit basis. The Company sells to all of these types of entities. We offer professional development training for instructors using our products; and typically charge a fee for this service, with the fee primarily covering our expenses. Management does not view this service as a profit center, but rather as a customer service component of our products that adds to its uniqueness and value in the marketplace, and as a market development endeavor to build out the Company’s addressable market. The nature of our target market produces considerable seasonality for the Company’s revenue. The quarter ended June 30 tends to be the peak of this seasonality, while the quarter ended December 31 tends to be the low point of our seasonality. The Table below reflects this seasonality. Quarterly Revenue $ Quarter Ended 2021 2022 2023 2024 March 31 648,743 1,445,594 2,521,470 2,262,772 June 30 1,062,127 1,391,785 2,605,281 3,159,923 September 30 993,458 1,243,662 3,767,326 2,267,338 December 31 566,473 1,847,659 459,087 The Company, through winning a competitive “Request For Proposal,” added the Air Force Junior Reserve Officers’ Training Corp (“AFJROTC”) as a customer in the second half of calendar year 2022. The Company experienced elevated sales due to the fulfillment of the AFJROTC orders for the quarters ended December 31, 2022, March 31, 2023, and September 30, 2023. One of the AFJROTC revenue quarters was December 31, 2022, which corresponds with the lowest seasonal revenue quarter, so the effects of seasonality in 2022 were not as readily apparent as in other calendar years. The table below removes the AFJROTC revenue to highlight the seasonality that the Company experiences. Quarterly Revenue Less Air Force JROTC Revenue Quarter Ended 2021 2022 2023 2024 March 31 648,743 1,445,594 1,247,835 2,262,772 June 30 1,062,127 1,391,785 2,605,281 3,159,923 September 30 993,458 1,243,662 2,501,410 1,822,225 December 31 566,473 458,239 459,087 During the quarter ended December 31, the Company focuses on product development, restocking inventory, and general planning for the next year. Sales and marketing activities remain fairly constant throughout the year. Results of Operations Revenue For the quarter ended September 30, 2024, our revenue was $2,267,338, which was $1,499,988 less than our revenue for the quarter ended September 30, 2023 of $3,767,326. The decrease in revenue was largely due to the difference between two (2) large customer orders that we fulfilled in the September 30, 2023, quarter, amounting to $1,246,236 (Air Force JROTC) and $801,301 (Iowa Scale-UP). During the September 30, 2024, quarter, these two (2) customers accounted for $445,113 and $0 of revenue, respectively. The difference in revenue received by these two (2) customers was $1,602,424 between the two (2) quarters, whereas the difference in total revenue for the two (2) quarters was $1,499,988. 13 For the six (6) months ended September 30, 2024, our revenue was $5,427,262, which was $946,345 less than our revenue for the six (6) months ended September 30, 2023, of $6,372,607. As with the case above, the decrease in revenue was largely due to the difference in the Company’s revenue from the Air Force JROTC and Iowa Scale-Up, amounting to $1,246,236 and $801,301, respectively during the six (6) month period ending September 30, 2023. During the six (6) months ended September 30, 2024, these two (2) customers accounted for $445,113 and $0 of revenue, respectively. The difference in revenue received by these two (2) customers was $1,602,424 between the two (2) periods, whereas the difference in total revenue for the two (2) periods was $946,345. Excluding the revenue from the Air Force JROTC and Iowa Scale-Up would produce the following revenue: Revenue excluding Air Force JROTC and Iowa Scale-Up Quarter ended September 30, 2024 $ 1,822,225 Quarter ended September 30, 2023 $ 1,719,789 Six months ended September 30, 2024 $ 4,982,149 Six months ended September 30, 2023 $ 4,325,070 The increase in revenue after excluding Air Force JROTC and Iowa Scale-Up was largely due to our strategy of soliciting larger customers. The table below shows customer transactions by size for the periods indicated. Number of Customer Transactions by size >$1 million >$500,000 > $100,000 > $50,000 > $25,000 > $10,000 Three months ended 9/30/2022 0 0 2 10 15 22 Three months ended 9/30/2023 1 1 11 13 17 34 Three months ended 9/30/2024 0 0 6 10 18 33 Number of Customer Transactions by size >$1 million >$500,000 > $100,000 > $50,000 > $25,000 > $10,000 Six months ended 9/30/2022 0 0 7 15 26 43 Six months ended 9/30/2023 1 1 16 23 33 72 Six months ended 9/30/2024 0 0 14 20 41 78 We believe that we can continue to experience success in soliciting larger customers, but we can offer no assurances that success will be certain, nor can we offer any numerical framework in describing the success that may occur. Risk factors include anything that would negatively affect educational funding in the United States; finding and retaining employees that meet our high standards; and anything that would negatively affect our supply chain of critical components. Cost of Sales We strive to have a cost of sales that is less than 40% of revenue. We price our products once per year, at the beginning of the calendar year, and maintain that pricing level throughout the year. During inflationary environments, when the price level of the Company’s raw materials is increasing, the Company must absorb that negative impact to gross margins until it can reprice its products at the beginning of the next calendar year. This repricing analysis considers the current pricing level of materials, as well as the likely increase in those levels in the year ahead. We attempt to incorporate shipping costs into the cost of raw materials, but oftentimes during the course of the year, we are compelled to ship in a more expedient manner, which is more expensive than our baseline assumptions. 14 For the quarter ended September 30, 2024, our cost of sales was $912,651, or 40.3% of revenue. For the quarter ended September 30, 2023, our cost of sales was $1,188,826, or 31.6% of revenue. For any given quarter, and especially in low revenue quarters, the cost of sales can vary significantly from our desired 40% or less of revenue. However, for any given year, the calculation is relevant and desired to be 40% or less of revenue. The difference in the cost of sale for the two (2) quarters was due to the product mix of sales. Some of our products carry higher margins than others, and we had a more favorable mix in the quarter ended September 30, 2023, versus that for the quarter ended September 30, 2024. For the six (6) months ended September 30, 2024, our cost of sales was $2,111,087, or 38.9% of revenue. For the six (6) months ended September 30, 2023, our cost of sales was $2,192,896, or 34.4% of revenue. Factors affecting cost of sales include: Helps sub 40% cost of sales Impedes sub 40% cost of sales Higher revenue Higher inflation Larger order size Expedited shipping Ability to take advantage of volume discounts Quality issues with raw materials Operating Expenses Operating expenses are divided into two (2) categories – salary + wages, and general + administrative. Salary and wages tend to increase over time as the Company has been increasing its number of employees, and we expect to continue to do so in the future. Also, the Company desires to retain employees over the long term, which requires periodic increases in compensation as their value to the Company increases. The Company also has a discretionary quarterly bonus program based on qualified revenue. Qualified revenue is defined as revenue where there are no reseller fees or other price adjustments associated with that revenue. Thus, all reseller sales are disqualified from the discretionary quarterly bonus calculation, as are other miscellaneous transactions where the Company did not receive a full margin. During quarters with higher revenue, salaries and wages will increase, all other things equal. Salary and wages were $485,734 for the quarter ended September 30, 2024. For the quarter ended September 30, 2023, salaries and wages were $513,676. Salaries and wages decreased during the quarter ended September 30, 2024, as compared to the quarter ended September 30, 2023, due to the lower revenue in the September 30, 2024, quarter, producing lower bonus amounts than those for the quarter ended September 30, 2023. This effect offset a higher employee count for the quarter ended September 30, 2024, versus that for the quarter ended September 30, 2023. For the six (6) months ended September 30, 2024, salary and wages were $1,004,031 versus $959,952 for the six (6) months ended September 30, 2023. Salaries and wages increased slightly during the six (6) months ended September 30, 2024, compared to the six (6) months ended September 30, 2023, as increases in salaries and employee additions outweighed a lower bonus amount. General and administrative expenses include all operating expenses outside of salaries and wages. These include the following categories: 1. Advertising and marketing expenses 2. Trade show and travel expenses 3. Product development expenses 4. Finance charges 5. Contract labor expenses 6. Lease expenses 7. Insurance premiums 8. Workers’ compensation expenses 9. Office supplies and repairs 10. Professional expenses 11. Licenses 12. State sales tax expenses 13. Office and warehouse infrastructure expenses 15 Most of these expenses are not correlated with changes in revenue, but they tend to increase over time. General and administrative expenses were $356,154 for the quarter ended September 30, 2024. For the quarter ended September 30, 2023, general and administrative expenses were $294,807. This increase in general and administrative expenses this quarter versus last year’s quarter was due to significant increases in annual state income tax estimates that the Company uses to make quarterly estimated state tax payments. For the quarter ended September 30, 2023, state income taxes paid was $38,192. For the quarter ended September 30, 2024, state income taxes paid was $85,141. Annual state tax estimates for the next year are based on the current year’s earnings experience. Last year, the Company’s estimated tax payments understated the actual taxes owed. Because revenue was down this year versus last year, it is likely that the Company is paying more taxes, based on the estimates, than the taxes that the Company will ultimately owe for calendar year 2024. For the six (6) months ended September 30, 2024, general and administrative expenses were $715,924 compared to $589,641 for the six (6) months ended September 30, 2023. As above, state income tax estimates increasing significantly is the largest contributor to the increase in general and administrative expenses for the six (6) months ended September 30, 2024. Additional expenses associated with being an SEC “reporting company” under the Exchange Act also contributed to the rise in general and administrative expenses for both the three (3) and six (6) months ending September 30, 2024, versus the year-ago periods. Other Income Interest income was the sole source of other income for the quarter ended September 30, 2024, and was $37,613. For the quarter ended September 30, 2023, interest income was $10,315, while income associated with the Employee Retention Tax Credit (“ERTC”) was $31,258, producing total other income of $41,573 for the period. For the six (6) months ended September 30, 2024, interest income was the sole source of other income and was $59,123. For the six (6) months ended September 30, 2023, other income was $41,850 and consisted of interest income of $11,240 and income associated with the ERTC of $30,610. For comparisons for both periods, interest income rose substantially as our cash invested in our money market savings account increased significantly. The Company’s surplus cash is invested in a “Vanguard” money market fund that invests exclusively in repurchase agreements and short-term U.S. government securities. The ticker symbol of this fund is “VMFXX.” Net Income Before Tax For the three (3) months ended September 30, 2024, net income before tax was $550,412 versus $1,811,590 for the three (3) months ended September 30, 2023. Lower revenue and lower gross margin during the quarter ended September 30, 2024, versus those for the quarter ended September 30, 2023, were responsible for the variance in net income before taxes. For the six (6) months ended September 30, 2024, net income before tax was $1,655,343 versus $2,671,968 for the six (6) months ended September 30, 2023. Lower revenue and lower gross margin during the six (6) months ended September 30, 2024, versus those for the six (6) months ended September 30, 2023, were responsible for the variance in net income before taxes. 16 Taxes The Company has a significant tax-loss carry-forward asset, which arose due to past losses. At March 31, 2024, the Company had net operating losses of approximately $9.2 million that may be offset against future taxable income. Prior to fiscal year 2023, the Company offset its potential tax benefit from the operating loss carry-forwards with a valuation allowance in the same amount. As it became clear that the Company will more likely than not use its tax loss carry-forward amounts, the valuation allowance was partially removed for the fiscal year ended March 31, 2023, such that the tax benefit recognized by us in fiscal year 2023 was $1,011,466. The valuation allowance was fully removed as of March 31, 2024, resulting in a tax benefit of $1,529,793 for fiscal year 2024. While we do not expect to pay federal income taxes for fiscal year 2025, the deferred tax asset will be adjusted on a quarterly basis to reflect the amount of taxes it is offsetting for the quarter. The provision for income tax is an unwinding of the tax benefit we recorded in prior periods when we recognized the value of the deferred tax asset on income statement. Liquidity and Capital Resources Cash Flow from Operations For the six (6) months ended September 30, 2024, cash provided by operations was $2,852,232 compared to cash provided by operations of $1,749,146 for the six (6) months ended September 30, 2023. Cash provided by operations increased significantly, despite a difference in net income of ($1,383,464), largely due to the difference in the change in accounts receivable. For the six (6) months ended September 30, 2024, accounts receivable decreased by $940,170, compared to an increasing accounts receivable balance of 1,219,554 for the six (6) months ended September 30, 2023, which had the effect of reducing cash provided by operations by the same amount for the period. As of September 30, 2024, total current assets were $6,992,836 and total current liabilities were $486,760, resulting in working capital of $6,506,076. As of March 31, 2024, total current assets were $5,425,141 and total current liabilities were $416,154, resulting in working capital of $5,008,987. The Company had a current ratio as of September 30, 2024, of 14.4 compared to a current ratio of 13.0 as of March 31, 2024. As of September 30, 2024, we had $4,005,145 in cash and cash equivalents compared to $1,329,708 in cash as of March 31, 2024. The improvements in working capital and cash on hand are due to a reduction in accounts receivable and a positive net income during the period. Cash Flow from Investing Activities For the six (6) months ended September 30, 2024, cash used by investing activities was $32,982 compared to cash used by investing activities of $8,656 for the six (6) months ended September 30, 2023. We purchased a forklift for the warehouse for $26,829 during the six (6) months ended September 30, 2024, which accounts for the majority of the difference between the two (2) periods. Cash Flow from Financing Activities For the three (6) months ended September 30, 2024, cash used by financing activities was $143,813 compared to cash used by financing activities of $64,933 for the six (6) months ended September 30, 2023. In both periods, cash used by financing activities was solely due to the purchase of the Company’s common stock, by the Company, in private transactions with shareholders who solicited the Company for an offer. In all cases, the common stock purchased by the Company was retired. Off-Balance Sheet Arrangements We had no Off-Balance Sheet Arrangements during the three (3) month periods ended September 30, 2024, and 2023, nor did we have any such Arrangements during the six (6) month periods ended September 30, 2024, and 2023. 17 Item 3. Quantitative and Qualitative Disclosures about Market Risk. The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and is not required to provide the information required under this item. Item 4. Controls and Procedures. We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that material information relating to us is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and our President, who acts as our Principal Financial Officer, have evaluated the effectiveness, as of September 30, 2024, of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024, because of inadequate control and expertise over preparation of the preliminary financial statements and schedules for our auditor’s review, resulting in some minor errors in applying “Accounting Standards Codifications” used in the United States to organize and present accounting standards and principles. Management has concluded that we will take appropriate action to add additional expertise to assist us in the preparation of our future interim financial statements for our auditor’s review to ameliorate this weakness. Management acknowledges that as a smaller reporting entity, it is difficult to have adequate accounting staff to perform appropriate additional reviews of the financial statements. Changes in Internal Control over Financial Reporting Management has contracted with additional expertise to assist us in the preparation of our future interim financial statements to ameliorate any internal control weakness and to assist us in designing and implementing a system of adequate controls over the preparation of our financial statements and schedules. There have been no other actions or changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, improving our internal controls over financial reporting is an ongoing process. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and is not required to provide the information required under this Item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. 18 Item 4. Mine Safety Disclosures. None; not applicable. Item 5. Other Information. No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5–1” trading arrangement during the periods reported in this Quarterly Report. Item 6. Exhibits. (a) Index of Exhibits Exhibit No. Identification of Exhibit Location if other than attached hereto 3.1 Second Amended and Restated Articles of Incorporation dated October 2, 2006 Attached to our Form 10 filed October 3, 2023 3.2 Articles of Amendment dated April 12, 2012 Attached to our Form 10 filed October 3, 2023 3.3 Articles of Amendment dated September 25, 2014 Attached to our Form 10 filed October 3, 2023 3.4 Articles of Amendment dated September 25, 2015 Attached to our Form 10 filed October 3, 2023 3.5 Articles of Amendment dated September 23, 2016 Attached to our Form 10 filed October 3, 2023 3.6 Third Amended Bylaws Attached to our Form 10 filed October 3, 2023 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Todd R. Hackett, Chief Executive Officer and Chairman Attached hereto 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Michael J. Bledsoe, President, Principal Financial Officer Attached hereto 32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Todd R. Hackett, Chief Executive Officer and Chairman of the Board of Directors, and Mike J. Bledsoe, President and Principal Financial Officer Attached hereto 101.INS Inline XBRL Instance Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.SCH Inline XBRL Taxonomy Extension Schema 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL. Form 10A-1 Registration Statement filed with the SEC on November 15, 2023. 10-K Annual Report for the fiscal year ended March 31, 2024, filed with the SEC on June 28, 2024. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PCS EDVENTURES!, INC. Dated: November 15, 2024 By: /s/ Todd R. Hackett Todd R. Hackett Chief Executive Officer and Chairman of the Board of Directors Dated: November 15, 2024 By: /s/ Michael J. Bledsoe Michael J. Bledsoe President, Principal Financial Officer and Director 20