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 December 31, 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
S. 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 small 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:
February
13, 2026: 117,058,148 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,” of our 10-K Annual Report for the fiscal year ended March 31, 2025, filed
with the SEC on June 30, 2025 (the “Annual Report”), which commence on page nine (9) thereof, 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, hereof.
2
PCS
EDVENTURES!, INC.
FORM
10-Q
FOR
THE QUARTERLY PERIOD ENDED DECEMBER 31, 2025
INDEX
Page
PART
I -
FINANCIAL INFORMATION
4
ITEM
1.
Condensed Financial Statements (unaudited)
4
Condensed Balance Sheets as of December 31, 2025 (unaudited), and March 31, 2025
5
Condensed Statements of Operations for the Three and Nine Months ended December 31, 2025, and 2024 (unaudited)
6
Condensed Statement of Stockholders’ Equity for the Three and Nine Months ended December 31, 2025, and 2024 (unaudited)
7
Condensed Statements of Cash Flows for the Nine Months ended December 31, 2025, and 2024 (unaudited)
8
Notes to Condensed Financial Statements (unaudited)
9
ITEM
2.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
16
ITEM
3.
Quantitative and Qualitative Disclosures about Market Risk
21
ITEM
4.
Controls and Procedures
21
PART
II -
OTHER INFORMATION
22
ITEM
1.
Legal Proceedings
22
ITEM
1A.
Risk Factors
22
ITEM
2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
ITEM
3.
Defaults Upon Senior Securities
22
ITEM
4.
Mine Safety Disclosures
22
ITEM
5.
Other Information
22
ITEM
6.
EXHIBIT INDEX
23
SIGNATURES
24
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
December 31, 2025
March 31, 2025
December 31, 2025
March 31, 2025
(Unaudited)
CURRENT ASSETS
Cash
$ 2,973,457
$ 3,223,147
Accounts receivable, net of allowance for credit losses of $ 38,027
222,828
383,826
Accounts receivable, other receivables
2,837
55
Prepaid expenses
432,091
247,422
Inventory, net
2,062,610
2,064,534
Total Current Assets
5,693,823
5,918,984
NONCURRENT ASSETS
Lease right-of-use asset
987,509
1,140,217
Deposits
29,747
29,747
Property and equipment, net
88,805
97,213
Deferred tax asset
2,220,628
2,276,861
Total Noncurrent Assets
3,326,689
3,544,038
TOTAL ASSETS
$ 9,020,512
$ 9,463,022
CURRENT LIABILITIES
Accounts payable
$ 115,103
$ 24,991
Payroll liabilities and accrued expenses
58,088
171,398
Deferred revenue
4,138
20,026
Lease liability, current portion
222,053
110,024
Total Current Liabilities
399,382
326,439
NONCURRENT LIABILITIES
Lease liability, net of current portion
820,183
1,081,614
Total Noncurrent Liabilities
820,183
1,081,614
TOTAL LIABILITIES
$ 1,219,565
$ 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, 117,498,251 issued and
117,183,924 outstanding 122,189,763 issued and outstanding, respectively
-
-
Additional paid-in capital before Treasury shares
39,571,321
40,022,746
Treasury stock, 314,327 shares and 0 shares, respectively
( 38,198 )
-
Accumulated deficit
( 31,732,176 )
( 31,967,777 )
TOTAL STOCKHOLDERS’ EQUITY
7,800,947
8,054,969
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 9,020,512
$ 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
December 31,
For the Nine Months Ended
December 31,
2025
2024
2025
2024
REVENUE
$
754,889
$
701,147
$
4,707,702
$
6,128,409
COST
OF SALES
270,138
348,660
1,798,560
2,459,747
GROSS
PROFIT
484,751
352,487
2,909,142
3,668,662
OPERATING
EXPENSES
Salaries
and wages
539,034
436,150
1,673,573
1,440,181
General
and administrative expenses
262,358
375,081
1,026,529
1,091,005
Total
Operating Expenses
801,392
811,231
2,700,102
2,531,186
INCOME
(LOSS) FROM OPERATIONS
( 316,641
)
( 458,744
)
209,040
1,137,476
OTHER
INCOME
Net
interest income
28,837
24,920
82,794
84,043
Total
Other Income
28,837
24,920
82,794
84,043
NET
INCOME (LOSS) BEFORE TAXES
( 287,804
)
( 433,824
)
291,834
1,221,519
Income
tax provision
77,313
210,935
( 56,233
)
( 155,904
)
NET
INCOME (LOSS)
$
( 210,491
)
$
( 222,889
)
$
235,601
$
1,065,615
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
117,798,993
123,596,176
119,541,482
124,275,328
Diluted
117,798,993
123,596,176
119,541,482
124,275,328
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 12/31/2024
Balance
at 9/30/2024
124,131,410
-
-
$
-
$
40,426,646
$
( 31,626,138
)
$
8,800,508
Net
Income
-
-
-
( 222,889
)
( 222,889
)
Shares
repurchased and cancelled
( 1,172,417
)
-
-
( 246,208
)
-
( 246,208
)
Balance
at 12/31/2024
122,958,993
-
-
$
-
$
40,180,438
$
( 31,849,027
)
$
8,331,411
For
the nine months ended 12/31/2024
Balance
at 3/31/2024
124,733,494
-
-
$
-
$
40,570,459
$
( 32,914,642
)
$
7,655,817
Net
Income
-
-
-
-
-
1,065,615
1,065,615
Shares
repurchased and cancelled
( 1,774,501
)
-
-
-
( 390,021
)
-
( 390,021
)
Balance
at 12/31/2024
122,958,993
-
-
$
-
$
40,180,438
)
$
( 31,849,027
)
$
8,331,411
For
the three months ended 12/31/2025
Balance
at 9/30/2025
117,877,521
-
115,500
$
( 15,023
)
$
39,590,922
$
( 31,521,685
)
$
8,054,214
Net
Income
-
-
-
( 210,491
)
( 210,491
)
Treasury
shares purchased
( 198,827
)
-
198,827
( 23,175
)
-
-
( 23,175
)
Private
shares purchased and cancelled
( 200,443
)
-
-
-
( 22,465
)
-
( 22,465
)
Shares
issued for Board comp
20,000
-
-
-
2,864
-
2,864
Balance
at 12/31/2025
117,498,251
-
314,327
$
( 38,198
)
$
39,571,321
$
( 31,732,176
)
$
7,800,947
For
the nine months ended 12/31/2025
Balance
at 3/31/2025
122,189,763
-
-
$
-
$
40,022,746
$
( 31,967,777
)
$
8,054,969
Net
Income
-
-
-
-
-
235,601
235,601
Treasury
shares purchased
( 4,150,497
)
-
4,150,497
( 422,236
)
-
-
( 422,236
)
Treasury
shares cancelled
-
-
( 3,836,170
)
384,038
( 384,038
)
-
-
Private
shares purchased and cancelled
( 601,015
)
-
-
-
( 75,595
)
-
( 75,595
)
Shares
issued for Board comp
60,000
-
-
-
8,208
-
8,208
Balance
at 12/31/2025
117,498,251
-
314,327
$
( 38,198
)
$
39,571,321
$
( 31,732,176
)
$
7,800,947
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
Nine Months Ended December 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
$ 235,601
$ 1,065,615
Provision for income tax
56,233
155,904
Depreciation and amortization
23,142
19,001
Stock based compensation for board member
8,208
-
Amortization of right of use asset
152,708
108,898
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable
158,217
1,512,101
(Increase) decrease in prepaid expenses
( 184,669 )
110,480
(Increase) decrease in inventories
1,924
( 11,486 )
(Decrease) increase in accounts payable and accrued liabilities
( 23,198 )
( 143,407 )
Increase (decrease) in lease liability
( 149,403 )
( 74,038 )
Increase (decrease) in unearned revenue
( 15,888 )
7,467
(Increase) decrease in deposits
-
( 23,446 )
Net Cash Provided by Operating Activities
262,875
2,727,089
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets
( 14,734 )
( 76,725 )
Net Cash Used by Investing Activities
( 14,734 )
( 76,725 )
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for private purchase of 601,015 shares of common stock
( 75,595 )
-
Cash paid for purchase of Treasury shares in open market
( 422,236 )
-
Common stock repurchased and cancelled
-
( 390,021 )
Net Cash Used by Financing Activities
( 497,831 )
( 390,021 )
Net Increase (Decrease) in Cash
( 249,690 )
2,260,343
Cash at Beginning of Period
3,223,147
1,329,708
Cash at End of Period
$ 2,973,457
$ 3,590,051
Cash Paid for Interest
$ -
$ -
Cash Paid for taxes
$ 42,307
$ 131,432
Non Cash Investing and Financing Transactions:
Right of use assets obtained in exchange for new operating lease liabilities
$ -
$ 1,023,703
The
accompanying notes are an integral part of these unaudited condensed financial statements.
8
PCS
EDVENTURES!, INC.
Notes
to the Condensed Financial Statements
December
31, 2025 and 2024
(Unaudited)
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 30 different enrichment programs and typically develops at least two (2) new programs each year. Some
of the more popular programs include Podcasting; Drone Designers; Ready, Set, Drong!; Rockin’ Robots; Build a Better World;
Summer Camp Classics; Influencer Camp; World of Wonders; 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.
9
5.
STEAMventures
BUILD Activity Book
These
series of activity books are designed for the TK-3 market and ideal for a distance-learning environment. 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 United States Securities and
Exchange Commission (the “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 nine (9) months ended December 31, 2025,
are not necessarily indicative of the results that may be expected for the year ending 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, and the
valuation allowance related to deferred tax assets.
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 $ 4,138 as of December 31, 2025, related to contractual commitments with customers where the performance
obligation will be satisfied within the fiscal year ending 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. As of December 31, 2025, and March 31,
2025, the Company had no options or restricted stock awards outstanding. 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 December 31,
2025
2024
Net
Loss per common Share:
Basic
$
( 0.00
)
$
( 0.00
)
Diluted
$
( 0.00
)
$
( 0.00
)
Weighted
average number of common shares outstanding Basic
117,798,993
123,596,176
Weighted
average number of common shares outstanding Fully Diluted
117,798,993
123,596,176
Net
loss for the three (3) months ended December 31, 2025, and 2024, was ($ 210,491 ) and ($ 222,889 ), respectively.
11
2025
2024
For
the Nine Months ended December 31,
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
119,541,482
124,275,328
Weighted
average number of common shares outstanding Fully Diluted
119,541,482
124,275,328
Net
Income for the nine (9) months ended December 31, 2025, and 2024, was $ 235,601 and $ 1,065,615 , 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 December 31, 2025, the Company had $ 3.0 million in cash, $ 2.1 million in inventory, and $ 0.3 million in prepaid inventory, with no
debt. Management strongly believes that the Company can sustain its operations over the course of the next 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 12 months, especially
given the Company’s large inventory and prepaid 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 30
to 45 days. The Company performs ongoing credit evaluations of its customers. The Company established an allowance for credit losses
of $ 38,027 as of December 31, 2025, and March 31, 2025.
NOTE
4 - PREPAID EXPENSES
Prepaid
expenses for the periods are as follows:
SCHEDULE OF PREPAID EXPENSES
December
31, 2025
March
31, 2025
Prepaid
insurance
$
22,275
$
11,960
Prepaid
tradeshows
17,350
13,362
Prepaid
inventory
298,820
178,660
Prepaid
software
50,453
31,612
Prepaid
other
43,193
11,828
Total
Prepaid Expenses
$
432,091
$
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. As of December 31, 2025, the total common shares issued were
117,498,251 and total shares outstanding were 117,183,924 . As of March 31, 2025, the total common shares issued and outstanding was 122,189,763 .
During
the three (3) months ended December 31, 2025, the Company had no option expense.
12
During
the three (3) months ended December 31, 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.
During
the three (3) months ended December 31, 2025, the Company completed four (4) private transactions to purchase and cancel shares of its
common stock, amounting to an aggregate total of 200,443 shares. These transactions were for 5,000 shares of common stock at $ 0.12 per
share for total consideration of $ 600 ; 24,367 shares of common stock at $ 0.125 per share for total consideration of $ 3,046 ; 169,476 shares
of common stock at $ 0.11 per share for total consideration of $ 18,643 ; and 1,600 shares of common stock at $ 0.11 per share for total
consideration of $ 176 . The sellers of these shares solicited the Company for an offer.
During
the three (3) months ended December 31, 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
10/28/2025
3,000
$ 0.1255
$ 383
12/1/2025
130,477
$ 0.1120
$ 14,620
12/12/2025
5,500
$ 0.1216
$ 676
12/19/2025
30,000
$ 0.1200
$ 3,607
12/23/2025
11,000
$ 0.1295
$ 1,431
12/29/2025
18,850
$ 0.1300
$ 2,458
Total
198,827
$ 23,175
During
the nine (9) months ended December 31, 2025, the Company had no option expense.
During
the nine (9) months ended December 31, 2025, the Company issued 60,000 shares of Rule 144 “restricted” stock to Sean P. Iddings,
an Independent Board Member, for his services in that capacity during the period.
During
the nine (9) months ended December 31, 2025, the Company completed six (6) private transactions for an aggregate amount of 601,015 shares
common stock, at a weighted average price of $ 0.1258 per share for total consideration of $ 75,595 . These shares were then immediately
cancelled. The sellers of these shares solicited the Company for an offer to purchase their shares.
During
the nine (9) months ended December 31, 2025, the Company executed 17 purchases of its common stock on the open market for an aggregate
amount of 4,150,497 shares, at a weighted average price of $ 0.1017 per share for total consideration of $ 422,236 . Of those 4,150,497
shares that were purchased during the nine (9) months ended December 31, 2025, 3,836,170 shares were cancelled, and 314,327 were held
as Treasury shares as of December 31, 2025.
b.
Preferred
Stock
The
Company has 20,000,000 authorized shares of preferred stock. As of December 31, 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
December 31, 2025
March 31, 2025
Payroll liabilities
$ 88,994
$ 128,655
Sales tax payable
15,822
32,502
State income tax payable
( 61,713 )
( 4,744 )
Accrued expenses
14,985
14,985
Total
$ 58,088
$ 171,398
13
NOTE
7 - RELATED PARTY TRANSACTIONS
The
Company had no related party transactions during the fiscal year ended March 31, 2025, no r during the nine (9) months ended December
31, 2025.
NOTE
8 – PROVISION FOR INCOME TAXES
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 ending 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. Once the valuation allowance was fully removed, a provision for income taxes was disclosed.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2025, or March
31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material
deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance
with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next 12 months.
Although
we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgments that could become subject
to examination by tax authorities in the ordinary course of business. We periodically assess the likelihood of adverse outcomes resulting
from these examinations to determine the impact on our deferred taxes and income tax liabilities and the adequacy of our provision for
income taxes. Changes in income tax legislation, statutory income tax rates or future taxable income levels, among other things, could
materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among
financial reporting periods.
The
Company files income tax returns in the United States, the State of Idaho and the State of California. The statute of limitations on
a Federal tax return is the due date of the tax return plus three (3) years. In the case of NOLs, the year in which the NOL was generated
remains open up to the amount of the NOL until the statute of limitations expires on the year it was used. All required tax returns of
the Company due since inception have been filed. The Company does not have any unrecognized tax benefits to report in the current period.
14
Net
deferred tax assets and liabilities consist of the following components as of December 31, 2025, and March 31, 2025:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
December 31, 2025
March 31, 2025
Deferred tax assets
Right of use liabilities
291,826
333,659
Goodwill amortization
9,761
11,201
Charitable Contribution carryover
-
700
NOL carryover
2,197,113
2,253,412
Total deferred tax assets
2,498,700
2,598,972
Deferred tax liabilities
Right of use assets
( 276,503 )
( 319,261 )
Depreciation
( 1,570 )
( 2,850 )
Total deferred tax liabilities
( 278,073 )
( 322,111 )
Net deferred tax assets
2,220,627
2,276,861
Less valuation allowance
-
-
Net deferred tax assets
2,220,627
2,276,861
The
reconciliations of the Company’s net income taxes for the nine (9) months ended December 31, 2025, and fiscal year 2025 ended
on March 31, 2025, are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
December 31, 2025
March 31, 2025
U.S. Federal income tax at statutory rate
$ ( 52,972 )
$ 243,564
State taxes, net of Federal benefit
( 3,261 )
20,834
Change in valuation allowance
-
-
(Income Tax Benefit) Provision
$ ( 56,233 )
$ 264,398
The
Company files income tax returns in the United States, the State of Idaho, and the State of California. The statute of limitations
on a Federal tax return is the due date of the tax return plus three (3) years. In the case of NOLs, the year in which the NOL was
generated remains open up to the amount of the NOL until the statute of limitations expires on the year it was used. All required
tax returns of the Company due since inception have been filed.
The
summary of Federal Operating Loss Carryforwards for the nine (9) months ended of December 31, 2025, is as follows:
SCHEDULE OF FEDERAL OPERATING LOSS CARRYFORWARDS
Unused operating loss carryforward March 31, 2025
$ 7,911,114
Operating loss carryforwards realized
$ 255,761
Unused operating loss carryforward December 31, 2025
$ 7,655,353
NOTE
9 - SUBSEQUENT EVENTS
On
January 9, 2026, we purchased 20,000 shares of our common stock in the open market at $ 0.132 per share. The total amount of the transaction
was $ 2,647 , which included a $ 7.00 commission.
On
January 23, 2026, we purchased 426,788 shares of our common stock from the estate of a former investor. The Personal Representative of
the estate solicited us for an offer to purchase these shares. The price paid per share was $ 0.115 , for an aggregate purchase price of
$ 49,081 . These shares were subsequently cancelled.
On
January 30, 2026, we purchased 13,315 shares of our common stock in a private transaction with an individual who solicited us for an
offer to purchase these shares. The price paid per share was $ 0.135 , for an aggregate purchase price of $ 1,797.53 . These shares were
subsequently cancelled.
15
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 Quarterly Report, which are forward-looking, involve a high degree of risk and uncertainty.
Certain statements in this Quarterly 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. At this time, 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.
On
the other hand, out of school programs are not subject to any state governmental standard alignments, 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 freedoms exist 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 programming
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 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 reflects 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
754,889
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 was not as readily apparent
as in other calendar years.
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.
16
Results
of Operations
Revenue
For
the quarter ended December 31, 2025, our revenue was $754,889, which was $53,742 greater than our revenue for the quarter ended December
31, 2024, of $701,147. Business conditions during the quarter ended December 31, 2025, were much better than those during the quarter
ended December 31, 2024. The revenue differential of $53,742 includes deferred revenue from the prior quarter for both periods.
Deferred
revenue for the quarter ended September 30, 2025, of $30,160, was recognized in the quarter ended December 31, 2025. Deferred revenue
for the quarter ended September 30, 2024, of $107,336, was recognized in the quarter ended December 31, 2024. Thus, the revenue differential
between the quarter ended December 31, 2025, versus the quarter ended December 31, 2024, was much larger when considering sales activities
that occurred during the quarter that produced the revenue for the quarter, indicating the much-improved business conditions for the
quarter ended December 31, 2025, over those during the quarter ended December 31, 2024.
For
the nine (9) months ended December 31, 2025, our revenue was $4,707,702, which was $1,420,707 less than our revenue for the nine (9)
months ended December 31, 2024, of $6,128,409. Business conditions were impaired during the first three (3) calendar quarters of 2025
compared to the same period in 2024 and did not improve until the fourth calendar quarter on a year-over-year basis, which is our seasonally
slowest quarter of the year.
Thus,
the business environment for the nine (9) months ended December 31, 2025, can be characterized as impaired when compared to that of
the nine (9) months ended December 31, 2024. Our reseller revenue for the nine (9) months ended December 31, 2025, was $845,637,
versus $1,430,491 for the nine (9) months ended December 31, 2024, which provides another indication of the challenges faced during
the nine (9) months ended December 31, 2025, compared to the nine (9) months ended December 31, 2024.
These
challenges started with the expiration of the Elementary and Secondary School Emergency Relief funds on September 30, 2024, which were
part of the extra funding available to schools after the Covid pandemic. This expiration was followed by a change in presidential administrations,
which significantly changed the landscape of school funding. This change created hesitation in the minds of decision makers to commit
to spending as they struggled to understand the nature of the changes. They wanted to wait for clarity before committing to purchasing
activities.
The
table below, which shows customer transactions by size for the periods indicated, illustrates the impairment our market faced for the
nine (9) months ended December 31, 2025.
Number
of Customer Transactions by size
>
$1 million
>$500,000
>
$100,000
>
$50,000
>
$25,000
>
$10,000
Nine
(9) months ended December 31, 2025
0
0
8
25
42
80
Nine
(9) months ended December 31, 2024
0
1
14
21
44
90
Nine
(9) months ended December 31, 2023
1
2
16
23
34
80
Nine
(9) months ended December 31, 2022
1
1
8
18
30
49
Nine
(9) months ended December 31, 2021
0
0
5
10
15
38
17
Despite
our setback in 2025, we will continue to solicit larger customers; however, we cannot guarantee success, nor can we provide a numerical
framework to describe the potential success. Risk factors include any developments that negatively impact education funding in the United
States, challenges finding and retaining employees who meet our high standards and disruptions to 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. More recently,
tariff management has become a significant factor in pricing considerations.
For
the quarter ended December 31, 2025, our cost of sales was $270,138, or 35.8% of revenue. For the quarter ended December 31, 2024, our
cost of sales was $348,660, or 49.7% 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. For the nine (9) months ended December 31, 2025, our cost of sales was $1,798,560, or 38.2% of revenue, as compared
to $2,459,747, or 40.1% of revenue for the nine (9) months ended December 31, 2024. 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 $539,034 for the quarter ended December 31, 2025. For the quarter ended December 31, 2024, salaries and wages were $436,150.
We had 27 employees as of December 31, 2025, versus 24 employees as of December 31, 2024.
Salary
and wages were $1,673,573 for the nine (9) months ended December 31, 2025. For the nine (9) months ended December 31, 2024, salaries
and wages were $1,440,181. As with the case above, we had more employees during the nine (9) months ended December 31, 2025, than the
nine (9) months ended December 31, 2024. We also want to retain our employees, which necessitates annual raises to compensate for inflation
and reflect an employee’s increased value to the Company.
18
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
Most
of these expenses are not correlated with changes in revenue, but they tend to increase over time. General and administrative expenses
were $262,358 for the quarter ended December 31, 2025. For the quarter ended December 31, 2024, general and administrative expenses were
$375,081. The decrease in general and administrative expenses for the quarter ended December 31, 2025, versus the quarter ended December
31, 2024, was largely due to the Company’s new facilities leases, which began in the quarter ended December 31, 2024, and required
upgrading expenses. These upgrading expenses were absent in the quarter ended December 31, 2025. Warehouse and Office lease and maintenance
expenses were $64,149 for the quarter ended December 31, 2025, compared to $141,847 for the quarter ended December 31, 2024. The expenses
included the costs of upgrading the new facilities, especially the warehouse.
General
and administrative expenses were $1,026,529 for the nine (9) months ended December 31, 2025. For the nine (9) months ended December 31,
2024, general and administrative expenses were $1,091,005. An increase of warehouse and office lease expenses is largely responsible
for the increase in general and administrative expenses for the nine (9) months ended December 31, 2025, over the nine (9) months ended
December 31, 2024. The lease rates for our new facilities are higher than for our old facilities.
We
moved into our new facilities during the quarter ended December 31, 2024, and thus, incurred lower lease rates for the nine (9) months
ended December 31, 2024, than we did for the nine (9) months ended December 31, 2025.
Other
Income and Expenses
Other
income and expenses are those outside of the Company’s ordinary course of business. Interest income and interest expense are disclosed
under other income and expenses. The Company has accumulated cash which 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. The Company’s investments
in this fund produce interest income.
For
the quarter ended December 31, 2025, other income and expenses were $28,837, with net interest income accounting for the entire amount.
For the quarter ended December 31, 2024, other income and expenses were $24,920, with net interest income accounting for the entire amount.
For
the nine (9) months ended December 31, 2025, other income and expenses were $82,794, with net interest income accounting for the entire
amount. For the nine (9) months ended December 31, 2024, other income and expenses were $84,043, with net interest income accounting
for the entire amount.
Net
Income (Loss) Before Tax
For
the quarter ended December 31, 2025, net income (loss) before tax was ($287,804) versus ($433,824) for the quarter ended December 31,
2024. Higher revenue and lower costs characterized the net income (loss) before tax for the quarter ended December 31, 2025, compared
to the quarter ended December 31, 2024.
19
For
the nine (9) months ended December 31, 2025, net income before tax was $291,834 versus $1,221,519 for the nine (9) months ended December
31, 2024. The nine (9) months ended December 31, 2025, can be characterized as having less revenue and higher costs when compared to
the nine (9) months ended December 31, 2024.
Taxes
The
Company has significant net operating losses which arose due to past losses. At March 31, 2025, the Company had net operating losses
of approximately $7.9 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.
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 the income statement.
For
the three (3) months ended December 31, 2025, the provision for income tax was $77,313 compared to $210,935 for the three (3) months
ended December 31, 2024. A positive income tax provision indicates a net loss before income tax for the period.
For
the nine (9) months ended December 31, 2025, the provision for income tax was ($56,233) compared to ($155,904) for the nine (9) months
ended December 31, 2024. A negative income tax provision indicates a positive net income before tax for the period.
Liquidity
and Capital Resources
Cash
Flow from Operations
For
the nine (9) months ended December 31, 2025, cash provided by operations was $262,875 compared to cash provided by operations of $2,727,089
for the nine (9) months ended December 31, 2024. Cash provided by operations decreased significantly for the nine (9) months ended December
31, 2025, as compared to the nine (9) months ended December 31, 2024, largely due to 1) the difference between the change in accounts
receivable and 2) the difference in the net income between the two (2) periods.
For
the nine (9) months ended December 31, 2025, accounts receivable decreased by $158,217 compared to a decrease of $1,512,101 for the nine
(9) months ended December 31, 2024.
For
the nine (9) months ended December 31, 2025, net income was $235,601 compared to net income of $1,065,615 for the nine (9) months ended
December 31, 2024.
As
of December 31, 2025, total current assets were $5,693,823 and total current liabilities were $399,382, resulting in working capital
of $5,294,441. 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 December 31, 2025, of 14.3 compared to a current ratio of 18.1 as of March
31, 2025.
As
of December 31, 2025, we had $2,973,457 in cash and cash equivalents compared to $3,223,147 in cash and cash equivalents as of March
31, 2025.
20
Cash
Flow from Investing Activities
For
the nine (9) months ended December 31, 2025, cash used by investing activities was $14,734 compared to cash used by investing activities
of $76,725 for the nine (9) months ended December 31, 2024. During the nine (9) months ended December 31, 2024, we purchased warehouse
equipment related to our recent relocation of the warehouse, expenses we did not incur during the nine (9) months ended December 31,
2025, which accounts for the decrease in cash used by investing activities.
Cash
Flow from Financing Activities
For
the nine (9) months ended December 31, 2025, cash used by financing activities was $497,831 compared to cash used by financing activities
of $390,021 for the nine (9) months ended December 31, 2024. In both periods, cash used by financing activities was due to the Company’s
purchase of its common stock. For the nine (9) months ended December 31, 2025, the Company purchased 4,751,512 shares of its common stock,
and for the nine (9) months ended December 31, 2024, the Company purchased 1,174,501 shares of its common stock. All common stock purchased
was cancelled except for the 314,327 Treasury shares the Company held as of December 31, 2025.
Off-Balance
Sheet Arrangements
We
had no Off-Balance Sheet arrangements during the three (3) and nine (9) month periods ended December 31, 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. 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 December 31, 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 December 31, 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 December 31, 2025, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
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.
During
the three (3) months ended December 31, 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.
Item
3. Defaults Upon Senior Securities.
None.
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 Form 10-Q.
22
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
Articles of Amendment dated September 29, 2025
Attached
hereto
3.7
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
Documents
Incorporated by Reference:
8-K
Current Report dated September 26, 2025, regarding our 2025 Annual Meeting, 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.
23
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:
February 13, 2026
By:
/s/
Todd R. Hackett
Todd
R. Hackett
Chief
Executive Officer and
Chairman
of the Board of Directors
Dated:
February 13, 2026
By:
/s/
Michael J. Bledsoe
Michael
J. Bledsoe
President,
Principal Financial Officer and Director
24
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.