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, 2025
☐
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, 2025: 117,779,021 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, 2025, filed with the SEC on June 30, 2025 (the “10-K Annual Report”), a copy of which is attached hereto
by Hyperlink in Part II, Other Information, 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, hereof.
2
PCS
EDVENTURES!, Inc.
FORM
10-Q
FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
INDEX
Page
PART I –
FINANCIAL INFORMATION
4
ITEM 1.
Condensed Financial Statements (unaudited)
4
Condensed Balance Sheets as of September 30, 2025 (unaudited), and March 31, 2025
5
Condensed Statements of Operations for the Three and Six Months ended September 30, 2025, and 2024 (unaudited)
6
Condensed Statements of Stockholders’ Equity for the Three and Six Months ended September 30, 2025, and 2024 (unaudited)
7
Condensed Statements of Cash Flows for the Six Months ended September 30, 2025, and 2024 (unaudited)
8
Notes to the Condensed Financial Statements (unaudited)
9
ITEM 2.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
14
ITEM
3.
Quantitative and Qualitative Disclosures about Market Risk
19
ITEM 4.
Controls and Procedures
19
PART II -
OTHER INFORMATION
20
ITEM 1.
Legal Proceedings
20
ITEM 1A.
Risk Factors
20
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
20
ITEM 3.
Defaults Upon Senior Securities
20
ITEM 4.
Mine Safety Disclosures
20
ITEM 5.
Other Information
20
ITEM 6.
EXHIBIT INDEX
21
SIGNATURES
22
3
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.)
4
PCS
EDVENTURES!, INC.
Condensed Balance Sheets
September 30, 2025
Unaudited
March 31, 2025
CURRENT ASSETS
Cash
$ 3,247,793
$ 3,223,147
Accounts receivable, net of allowance for credit losses of $ 38,027
741,110
383,826
Accounts receivable, other receivables
81,736
55
Prepaid expenses
185,146
247,422
Inventory, net
1,832,092
2,064,534
Total Current Assets
6,087,877
5,918,984
NONCURRENT
ASSETS
Lease Right-of-Use Asset
1,039,646
1,140,217
Deposits
29,747
29,747
Property and equipment, net
93,974
97,213
Deferred tax asset
2,143,315
2,276,861
Total Noncurrent Assets
3,306,682
3,544,038
TOTAL ASSETS
$ 9,394,559
$ 9,463,022
CURRENT LIABILITIES
Accounts payable
$ 98,643
$ 24,991
Payroll liabilities and accrued expenses
108,485
171,398
Deferred revenue
30,160
20,026
Lease Liability, current portion
216,574
110,024
Total Current Liabilities
453,862
326,439
NONCURRENT LIABILITIES
Lease liabilities, net of current portion
886,483
1,081,614
Total Noncurrent Liabilities
886,483
1,081,614
TOTAL LIABILITIES
$ 1,340,345
$ 1,408,053
STOCKHOLDERS’ EQUITY
Preferred stock, no par value, 20,000,000 authorized shares, No shares issued and outstanding
-
-
Common stock, no par value, 125,000,000 authorized shares, 117,877,521 shares issued, 117,762,021
shares outstanding 122,189,763 shares issued and outstanding
-
-
Additional paid-in capital before Treasury shares
39,590,922
40,022,746
Treasury stock, 115,500 shares and 0 shares, respectively
( 15,023 )
-
Total additional paid-in capital
39,575,899
40,022,746
Accumulated deficit
( 31,521,685 )
( 31,967,777 )
TOTAL STOCKHOLDERS’ EQUITY
8,054,214
8,054,969
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 9,394,559
$ 9,463,022
The
accompanying notes are an integral part of these unaudited condensed financial statements.
5
PCS
EDVENTURES!, INC.
Condensed
Statements of Operations
(Unaudited)
2025
2024
2025
2024
For the Three Months Ended September 30,
For the Six Months Ended September 30,
2025
2024
2025
2024
REVENUE
$ 1,529,503
$ 2,267,338
$ 3,952,812
$ 5,427,262
COST OF SALES
641,650
912,651
1,528,421
2,111,087
GROSS PROFIT
887,853
1,354,687
2,424,391
3,316,175
OPERATING EXPENSES
Salaries and wages
524,247
485,734
1,134,539
1,004,031
General and administrative expenses
387,920
356,154
764,171
715,924
Total Operating Expenses
912,167
841,888
1,898,710
1,719,955
INCOME (LOSS) FROM OPERATIONS
( 24,314 )
512,799
525,681
1,596,220
OTHER INCOME
Net interest income
31,126
37,613
53,957
59,123
Total Other Income
31,126
37,613
53,957
59,123
INCOME BEFORE TAXES
$ 6,812
$ 550,412
$ 579,638
$ 1,655,343
Income tax provision
5,873
119,183
133,546
366,839
NET INCOME
$ 939
$ 431,229
$ 446,092
$ 1,288,504
Net income (loss) per common share:
Basic
$ 0.00
$ 0.00
$ 0.00
$ 0.01
Diluted
$ 0.00
$ 0.00
$ 0.00
$ 0.01
Weighted Average Common Shares Outstanding
Basic
118,973,050
124,493,141
120,496,424
124,612,661
Diluted
118,973,050
124,493,141
120,496,424
124,612,661
The
accompanying notes are an integral part of these unaudited condensed financial statements.
6
PCS
EDVENTURES!, INC.
Condensed
Statements of Stockholders’ Equity
(Unaudited)
Treasury
Stock
# of
Additional
Additional
Common
Common
Treasury
Paid-in
Paid-in
Accumulated
Stockholders’
Shares O/S
Stock
Shares
Capital
Capital
Deficit
Equity
For the three months ended 9/30/2024
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
For the six months ended 9/30/2024
Balance at 3/31/2024
124,733,494
-
-
$ -
$ 40,570,459
$ ( 32,914,642 )
$ 7,655,817
Net Income
-
-
-
-
-
1,288,504
1,288,504
Private shares purchased 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
For the three months ended 9/30/2025
Balance at 6/30/2025
121,824,804
-
100,000
$ ( 13,607 )
$ 39,985,332
$ ( 31,522,624 )
$ 8,449,101
Net Income
-
-
-
-
-
939
939
Treasury shares purchased
( 3,851,670 )
-
3,851,670
( 385,454 )
-
-
( 385,454 )
Treasury shares cancelled
-
-
( 3,836,170 )
384,038
( 384,038 )
-
-
Private shares purchased and cancelled
( 115,613 )
-
-
-
( 13,236 )
-
( 13,236 )
Shares issued for Board comp
20,000
-
-
-
2,864
-
2,864
Balance at 9/30/2025
117,877,521
-
115,500
$ ( 15,023 )
$ 39,590,922
$ ( 31,521,685 )
$ 8,054,214
For the six months ended 9/30/2025
Balance at 3/31/2025
122,189,763
-
-
$ -
$ 40,022,746
$ ( 31,967,777 )
$ 8,054,969
Balance
122,189,763
-
-
$ -
$ 40,022,746
$ ( 31,967,777 )
$ 8,054,969
Net Income
-
-
-
-
-
446,092
446,092
Treasury shares purchased
( 3,951,670 )
-
3,951,670
( 399,061 )
-
-
( 399,061 )
Treasury shares cancelled
-
-
( 3,836,170 )
384,038
( 384,038 )
-
-
Private shares purchased and cancelled
( 400,572 )
-
-
-
( 53,130 )
-
( 53,130 )
Shares issued for Board comp
40,000
-
-
-
5,344
-
5,344
Balance at 9/30/2025
117,877,521
-
115,500
$ ( 15,023 )
$ 39,590,922
$ ( 31,521,685 )
$ 8,054,214
Balance
117,877,521
-
115,500
$ ( 15,023 )
$ 39,590,922
$ ( 31,521,685 )
$ 8,054,214
The
accompanying notes are an integral part of these unaudited condensed financial statements.
7
PCS
EDVENTURES!, INC.
Condensed Statements of Cash Flows
(Unaudited)
2025
2024
For the Six Months ended September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME
$ 446,092
$ 1,288,504
Provision for income tax
133,546
366,839
Depreciation and amortization
15,281
9,801
Stock based compensation for Board member
5,344
-
Right of use asset amortization
100,571
57,441
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable
( 438,965 )
940,170
(Increase) decrease in prepaid expenses
62,276
133,040
(Increase) decrease in inventories
232,441
34,532
(Decrease) increase in accounts payable and accrued liabilities
10,740
4,781
(Increase) decrease in lease liability
( 88,582 )
( 60,003 )
(Decrease) increase in unearned revenue
10,134
92,787
(Increase) decrease in deposits
-
( 15,660 )
Net Cash Provided by Operating Activities
$ 488,878
$ 2,852,232
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets
( 12,041 )
( 32,982 )
Net Cash Used by Investing Activities
$ ( 12,041 )
$ ( 32,982 )
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for private purchase of 400,572 shares of common stock
( 53,130 )
-
Cash paid for private purchase of 352,084 shares of common stock
-
( 95,063 )
Cash paid for private purchase of 250,000 shares of common stock
-
( 48,750 )
Cash paid for purchase of Treasury Shares in open market
( 399,061 )
-
Net Cash Used by Financing Activities
$ ( 452,191 )
$ ( 143,813 )
Net Increase in Cash
$ 24,646
$ 2,675,437
Cash at Beginning of Period
$ 3,223,147
$ 1,329,708
Cash at End of Period
$ 3,247,793
$ 4,005,145
Cash paid for taxes
$ 62,440
$ 53,290
Cash paid for interest
$ 3,476
$ -
The
accompanying notes are an integral part of these unaudited condensed financial statements.
8
PCS
EDVENTURES!, INC.
Notes
to the Condensed Financial Statements (unaudited)
September
30, 2025 and 2024
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, TK-12 education and drone technology. PCS has extensive experience and intellectual property
(“IP”) that includes drone hardware, product designs, and TK-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 TK-12 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 36 different enrichment programs and typically develops at least two (2) new programs each year. Some
of the more popular programs include Rockin’ Robots; Ready, Set, Drone!; Cubelets BOT Builder; Simple Machines; Drone Designers;
Coding with Drones; Pirate Camp; Dirt Camp; 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 Podcasting; Discover STEM Dynamic Duo; and Discover Digital Video
Lab.
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.
9
5.
STEAMventures BUILD Activity Book
These
series of activity books are designed for the TK-3 market. The series includes 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 condensed 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 (3) and six (6) months ended September 30, 2025, are not necessarily
indicative of the results that may be expected for the year ended March 31, 2026, 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, 2025,
filed with the SEC on June 30, 2025 (the “Annual Report”).
We
manage our Company as one (1) reportable operating segment, STEM Supplies and Curriculum. The segment information aligns with how the
Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the
Company’s President.
Financial
information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses
performance for the STEM Supplies and Curriculum segment and decides how to better allocate resources. The Company’s objective
in making resource allocation decisions is to optimize the financial results over the longer term. The accounting policies of our STEM
Supplies and Curriculum segment are the same as those described in the summary of significant accounting policies herein.
For
single reportable segment-level financial information, total assets, and significant non-cash transactions, see our Financial Statements.
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.
10
The
Company had deferred revenue of $ 30,160 as of September 30, 2025, related to contractual commitments with customers where the performance
obligation will be satisfied within the fiscal year ended March 31, 2026. The revenue associated with these performance obligations is
recognized as the obligation is satisfied. The Company had $ 20,026 of deferred revenue as of March 31, 2025.
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.
Net
Earnings (Loss) Per Share of Common Stock
The
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
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 PER SHARE
2025
2024
For the Three Months ended September 30,
2025
2024
Net Income per common Share:
Basic
$ 0.00
$ 0.00
Diluted
$ 0.00
$ 0.00
Weighted average number of common shares outstanding Basic
118,973,050
124,493,141
Weighted average number of common shares outstanding Fully Diluted
118,973,050
124,493,141
Net
income for the three (3) months ended September 30, 2025, and 2024, was $ 939 and $ 431,229 , respectively.
11
2025
2024
For the Six Months ended September 30,
2025
2024
Net Income per common Share:
Basic
$ 0.00
$ 0.01
Diluted
$ 0.00
$ 0.01
Weighted average number of common shares outstanding Basic
120,496,424
124,612,661
Weighted average number of common shares outstanding Fully Diluted
120,496,424
124,612,661
Net
income for the six (6) months ended September 30, 2025, and 2024, was $ 446,092 and $ 1,288,504 , 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.
NOTE
2 – BUSINESS CONDITION
As
of September 30, 2025, the Company had $ 3.2 million in cash; $ 1.8 million in inventory; $ 0.1 million in prepaid inventory; and $ 0.8 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 for 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
credit losses of $ 38,027 as of September 30, 2025, and March 31, 2025.
NOTE
4 - PREPAID EXPENSES
Prepaid
expenses for the periods are as follows:
SCHEDULE OF PREPAID EXPENSES
September 30, 2025
March 31, 2025
Prepaid insurance
$ 30,628
$ 11,960
Prepaid tradeshows
22,670
13,362
Prepaid inventory
100,000
178,660
Prepaid software
10,763
31,612
Prepaid other
21,085
11,828
Total Prepaid Expenses
$ 185,146
$ 247,422
NOTE
5 - COMMON AND PREFERRED STOCK TRANSACTIONS
a.
Common Stock
The
Company has 125,000,000 authorized shares of common stock, no par value. At September 30, 2025, total common shares issued were 117,877,521 ,
and total shares outstanding were 117,762,021 . At March 31, 2025, the total common shares issued and outstanding were 122,189,763 .
During
the three (3) months ended September 30, 2025, the Company had no option expense.
During
the three (3) months ended September 30, 2025, the Company issued 20,000 shares of Rule 144 “restricted” stock to Sean P.
Iddings, an Independent Board Member, for his services in that capacity during the quarter.
12
During
the three (3) months ended September 30, 2025, the Company completed two (2) private transactions to purchase and cancel shares of its
common stock. These transactions were for 11,850 shares of common stock at $ 0.11 per share for total consideration of $ 1,303 , and for
103,763 shares of common stock at $ 0.115 per share for total consideration of $ 11,933 . These shares were subsequently cancelled. The
sellers in these transactions solicited the Company for an offer.
Dring
the three (3) months ended September 30, 2025, the Company completed the following transactions on the open market:
SCHEDULE
OF TRANSACTIONS ON THE OPEN MARKET
Date
Shares Purchased
Price/Share
Total Consideration
7/7/2025
1,000,000
$ 0.1200
$ 120,007
7/16/2025
200,000
$ 0.1100
$ 22,007
7/21/2025
19,000
$ 0.0945
$ 1,802
7/23/2025
23,000
$ 0.0990
$ 2,284
7/24/2025
24,000
$ 0.0940
$ 2,263
7/25/2025
26,000
$ 0.0900
$ 2,347
7/28/2025
26,000
$ 0.0890
$ 2,321
7/29/2025
2,418,170
$ 0.0899
$ 217,400
8/25/2025
65,500
$ 0.1299
$ 8,516
9/19/2025
50,000
$ 0.1300
$ 6,507
Total
3,851,670
$ 385,454
The
Company also completed an open-market transaction on May 22, 2025, for 100,000 shares at $ 0.136 / share, for total consideration of $ 13,607 .
In early August of 2025, the Company requested the aggregate amount of stock that it had purchased to date in certificate form. This
certificate was for 3,836,170 shares. The Company sent this certificate to its transfer agent to cancel these shares outstanding, which
was completed in August of 2025.
During
the six (6) months ended September 30, 2025, the Company had no option expense.
During
the six (6) months ended September 30, 2025, the Company issued 40,000 shares of Rule 144 “restricted” stock to Sean Iddings,
an Independent Board Member, for his services in that capacity during the period.
In
addition to the two (2) private transactions totaling $ 13,236 disclosed above, the Company had one (1) additional transaction during
the six (6) months ended September 30, 2025. In May, the Company repurchased an aggregate amount of 284,959 shares common stock from
one individual who solicited the Company for an offer, at a price of $ 0.14 per share for total consideration of $ 39,894 . These shares
were then cancelled. Total consideration paid for share purchases in private transactions during the six (6) months ended September 30,
2025, was $ 53,130 .
b.
Preferred Stock
The
Company has 20,000,000 authorized shares of preferred stock. As of September 30, 2025, and March 31, 2025, there were no preferred shares
issued or outstanding.
NOTE
6 – PAYROLL LIABILITIES & ACCRUED EXPENSES
Accrued
expenses for the periods are as follows:
SCHEDULE OF ACCRUED EXPENSES
September 30, 2025
March 31, 2025
Payroll liabilities
$ 121,046
$ 128,655
Sales tax payable
8,229
32,502
State income tax payable
( 35,775 )
( 4,744 )
Production printer accrued expenses
14,985
14,985
Total
$ 108,485
$ 171,398
NOTE
7 - RELATED PARTY TRANSACTIONS
The
Company had no related party transactions during the fiscal year ended March 31, 2025, no r during the six (6) months ended September
30, 2025.
NOTE
8 - SUBSEQUENT EVENTS
On
October 28, 2025, the Company purchased 3,000 shares on the open market for $ 0.1255 /share, for total consideration of $ 383 .
On
October 3, 2025, the Company issued 20,000 shares of Rule 144 “restricted” common stock to Sean P. Iddings as compensation
for his Director services for the quarter ended September 30, 2025.
13
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. Because the majority of our customers
work in out-of-school-time settings, we have not attempted to align our products to fit in the classroom setting, until recently. Classroom
curriculum must promote academic achievement through rigorous alignment with specific state standards to be considered for use. Each
state has its own unique set of standards, making classroom curriculum development a state by-state endeavor.
On
the other hand, out of school programs focus more broadly on the goals of engagement, career exploration and development of 21 st
century skills. 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. Most 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.
However,
given the new administration’s stated goals of removing federal influence and administration from education, and returning those
functions to the states, we are now considering which of our products would be adaptable to the educational standards of certain larger
states. We intend to continue to weigh state-level priorities much more heavily in the development of future products as well. We view
a transition from federal dominance to state dominance of the application of educational standards to curriculum as likely, albeit over
a longer time frame, and we are adapting our product development to this change in our market.
14
Market
feedback also indicates that products that have evidence of their effectiveness are increasingly being demanded, especially in state-funded
programs and larger programs. While we maintain a library of the evidence we have accumulated about the outcomes one can expect when
using our products, and while this library of evidence has helped us win larger orders, we believe that expanding this library and upgrading
the tiers of evidence we have will produce meaningful benefits for future sales.
We
have engaged various firms to help us generate more compelling evidence of our products’ effectiveness. We are early in this process,
but we intend to substantially build out our library of evidence of our products’ effectiveness. The course we take to accomplish
this endeavor will depend on our experiences with these early initiatives.
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 product 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 quarters ended June 30 and September
30 tend to be the peak of this seasonality (with the quarter ended March 31 being close to these quarters), while the quarter ended December
31 tends to be the low point of our seasonality. The Table below illustrates this seasonality.
Quarterly Revenue
Quarter Ended
2022
2023
2024
2025
March 31
1,445,594
2,521,470
2,262,772
1,292,819
June 30
1,391,785
2,605,281
3,159,923
2,423,309
September 30
1,243,662
3,767,326
2,267,338
1,529,503
December 31
1,847,659
459,087
701,147
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 three (3) months ended September 30, 2025, our revenue was $1,529,503, which was $737,835 less than our revenue for the quarter ended
September 30, 2024 of $2,267,338. The factors below account for this difference:
1. The
market environment for the quarter ended September 30, 2024 was significantly more robust
than that for the quarter ended September 30, 2025. The Elementary and Secondary School Emergency
Relief (“ESSER”) funds were expiring on September 30, 2024, incentivizing the
spending of those funds prior to their expiration. Not only were those funds absent in the
quarter ended September 30, 2025, but also the market was faced with the uncertainty of future
funding which held back some purchasing decisions until further clarity was reached.
2. For
the quarter ended September 30, 2024, we had $445,113 in revenue from the Air Force JROTC
program. For the quarter ended September 30, 2025, we had $8,144 in revenue from this customer.
It is reasonable to assume that our sales experience with the Air Force JROTC program will
decline as the contract ages, as they have a limited number of sites (approximately 870 sites),
and we have already sold our Discover Drones program into the vast majority of these sites.
3. For
the quarter ended September 30, 2024, we had $613,330 in reseller sales, as compared to $223,492
in reseller sales for the quarter ended September 30, 2025.
4. On
the positive side, we recorded revenue of $424,790 from our Iowa Scale-Up customer for the
quarter ended September 30, 2025. We did not win a contract from this customer in the prior
year and, thus, had $0 in revenue from them for the quarter ended September 30, 2024, from
this customer.
15
For
the six (6) months ended September 30, 2025, our revenue was $3,952,812, which was $1,474,450 less than our revenue for the six (6) months
ended September 30, 2024, of $5,427,262. The same factors that affected the difference in quarterly revenue described above also explain
the revenue difference for the six (6) month periods ended September 30, 2025, and 2024. Reseller revenue was $1,095,651 for the six
(6) months ended September 30, 2024, versus $571,934 for the six (6) months ended September 30, 2025. Revenue from the Air Force JROTC
was negligible during the three-month periods ended June 30, 2025, and 2024. Thus, revenue from the Air Force JRTOC for the six (6) month
periods ended September 30, 2025, and 2024, mirror that for the three (3) month periods ended September 30, 2025, and 2024.
The
market environment was also more robust for the six (6) months ended September 30, 2024, versus conditions for the six (6) months ended
September 30, 2025. The approaching deadline to spend ESSER funds stimulated sales activity for the six (6) months ended September 30,
2024. Funding uncertainty hindered sales activity for the six (6) months ended September 30, 2025.
The
table below, which shows sales by customer size, illustrates the restrained market environment for the three (3) and six (6) month periods
ended September 30, 2025.
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
Three months ended 9/30/2025
0
0
2
10
16
29
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
Six months ended 9/30/2025
0
0
6
22
37
71
We
believe that we can resume the success we experienced 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.
16
For
the quarter ended September 30, 2025, our cost of sales was $641,650, or 42.0% of revenue. For the quarter ended September 30, 2024,
our cost of sales was $912,651, or 40.3% 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 sales for the two (2) quarters was due to cost inflation arising primarily
from tariff expenses being incorporated into the final costs of items in our inventory.
Reseller
revenue was down from 27.1% of revenue in the quarter ended September 30, 2024, compared to 14.6% of revenue in the quarter ended
September 30, 2025. Because reseller revenue has a higher cost of goods due to the reseller’s margin being deducted from
revenue, a lower reseller percentage of revenue, like that experienced in the quarter ended September 30, 2025, would have the
effect of reducing our cost of sales as a percentage of revenue. Thus, our reseller mix of sales for the quarter ended September 30,
2025, was a favorable factor in reducing our cost of sales. Because our cost of sales increased for the quarter ended September 30,
2025, versus that for the quarter ended September 30, 2024, the inflationary impact of tariffs had a greater negative impact on our
cost of sales than the actual change in cost of sales.
For
the six (6) months ended September 30, 2025, our cost of sales was $1,528,421, or 38.7% of revenue. For the six (6) months ended September
30, 2024, our cost of sales was $2,111,087, or 38.9% 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
Lower reseller mix
Higher reseller mix
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 $524,247 for the quarter ended September 30, 2025. For the quarter ended September 30, 2024, salaries and wages were $485,734.
For the six (6) months ended September 30, 2025, salary and wages were $1,134,539 versus $1,004,031 for the six (6) months ended September
30, 2024. Salaries and wages increased during the three (3) and six (6) month periods ended September 30, 2025, compared to the three
(3) and six (6) month periods ended September 30, 2024, as increases in salaries and employee additions outweighed a lower bonus amount.
As
of September 30, 2025, we had 26 full-time employees and one (1) part-time employee. As of September 30, 2024, we had 24 full-time employees.
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.
Software
12.
State sales tax expenses
13.
Office and warehouse infrastructure expenses
17
Most
of these expenses are not correlated with changes in revenue, but they tend to increase over time. General and administrative expenses
were $387,920 for the quarter ended September 30, 2025. For the quarter ended September 30, 2024, general and administrative expenses
were $356,154. For the six (6) months ended September 30, 2025, general and administrative expenses were $764,171, compared to $715,924
for the six (6) months ended September 30, 2024.
This
increase in general and administrative expenses during the three (3) and six (6) month periods ended September 30, 2025, compared to
the three (3) and six (6) month period ended September 30, 2024, was largely due to the increased costs of our new warehouse and office
facilities for the periods ended September 30, 2025, compared to those costs for our prior facilities for the period ended September
30, 2024.
Other
Income
Net
interest income was the sole source of other income for the quarters ended September 30, 2025, and 2024. For the quarter ended September
30, 2025, other income was $31,126, while other income was $37,613 for the quarter ended September 30, 2024.
For
the six (6) months ended September 30, 2025, and 2024, net interest income was the sole source of other income. For the six (6) months
ended September 30, 2025, other income was $53,957, while other income was $59,123 for the quarter ended September 30, 2024.
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.” For comparisons for both periods, net
interest income declined as our cash invested in our money market savings declined, and because the yield of the fund has declined in
tandem with short-term interest rates.
Net
Income Before Tax
For
the three (3) months ended September 30, 2025, net income before tax was $6,812 versus $550,412 for the three (3) months ended September
30, 2024. For the six (6) months ended September 30, 2025, net income before tax was $579,638 versus $1,655,343 for the six (6) months
ended September 30, 2024. Lower revenue and lower gross margin during the three (3) and six (6) month periods ended September 30, 2025,
versus those for the period ended September 30, 2024, were responsible for the variance in net income before taxes.
Taxes
The
Company has a significant tax-loss carry-forward asset, which arose due to past losses. At March 31, 2025, the Company had net operating
losses of approximately $8.0 million that may be offset against future taxable income. At September 30, 2025, the Company had net operating
losses of approximately $7.3 million that may be used to 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.
18
While
we do not expect to pay federal income taxes for fiscal year 2026, 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, 2025, cash provided by operations was $488,877, compared to cash provided by operations of $2,852,232
for the six (6) months ended September 30, 2024. Major factors in this difference are a lower net income and, with that, a lower tax
provision; and the changes in accounts receivable for the two (2) periods.
As
of September 30, 2025, total current assets were $6,087,877 and total current liabilities were $453,862, resulting in working capital
of $5,634,015. As of March 31, 2025, total current assets were $5,918,984 and total current liabilities were $326,439, resulting in working
capital of $5,592,545. The Company had a current ratio as of September 30, 2025, of 13.4, compared to a current ratio of 18.1 as of March
31, 2025.
As
of September 30, 2025, we had $3,247,793 in cash and cash equivalents, compared to $3,223,147 in cash as of March 31, 2025.
Cash
Flow from Investing Activities
For
the six (6) months ended September 30, 2025, cash used by investing activities was $12,041, compared to cash used by investing activities
of $32,982 for the six (6) months ended September 30, 2024.
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 six (6) months ended September 30, 2025, cash used by financing activities was $452,190, compared to cash used by financing activities
of $143,813 for the six (6) months ended September 30, 2024. For both periods, the Company was active in buying back its stock and cancelling
it. Until May of 2025, our purchase activity was in the form of private transactions where the owner of the stock approached us soliciting
an offer to buy. Starting in May of 2025, we also began buying our stock on the open market. During the six (6) months ended September
30, 2025, we purchased 3,951,370 shares of our common stock in the open market, with an aggregate cost basis of $399,061. All of these
shares, except for 115,500 shares, were cancelled during the quarter.
Off-Balance
Sheet Arrangements
We
had no Off-Balance Sheet Arrangements during the three (3) month periods ended September 30, 2025, and 2024, nor did we have any such
Arrangements during the six (6) month periods ended September 30, 2025, and 2024.
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.
19
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, 2025, 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 effective as of September 30, 2025,
due to the Company engaging the professional CPA firm of B.A. Harris to assist the Company in preparing our preliminary condensed financial
statements and schedules for our auditor’s review.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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. For additional information, please see our10-K Annual Report, filed with the SEC on June 30, 2025, which is incorporated
herein by reference in Part II, Item 6. Exhibits, below.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None;
not applicable.
Item
5. Other Information.
Effective
September 29, 2025, the Company decreased its authorized common stock from 150,000,000 shares to 125,000,000 shares. This decrease in
our authorized shares of common stock was approved by our shareholders at our 2025 annual meeting held on September 26, 2025. For additional
information, please see Section 5 – Corporate Governance and Management, Item 503, of our 8-K Current Report dated September 26,
2025, filed with the SEC on September 30, 2025, which is incorporated herein by reference in Part II, Other Information, Item 6. Exhibits,
below.
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.
20
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
XBRL Instance Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.SCH
XBRL Taxonomy Extension Schema
8-K
Current Report dated September 26, 2025, filed with the SEC on September 30, 2025.
10-K
Annual Report for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025.
21
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 14, 2025
By:
/s/
Todd R. Hackett
Todd R. Hackett
Chief Executive Officer and
Chairman of the Board of Directors
Dated: November 14, 2025
By:
/s/ Michael
J. Bledsoe
Michael J. Bledsoe
President, Principal Financial Officer and Director
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.