Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements
Report of Independent Registered Public Accounting Firm
19
Balance Sheets as of March 31, 2026, and March 31, 2025
20
Statements of Operations for the years ended March 31, 2026, and 2025
21
Statements of Stockholders’ Equity for the years ended March 31, 2026, and 2025
22
Statements of Cash Flows for the years ended March 31, 2026, and 2025
23
Notes to Financial Statements
24
18
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders of PCS Edventures!, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of PCS Edventures!, Inc. (the Company) as of March 31, 2026 and 2025, and the related statements
of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2026, and the
related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash
flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting principles generally accepted
in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involve especially challenging, subjective, or complex auditor judgments. We determined that there are no critical audit matters.
/s/
Haynie
Haynie
Salt Lake City, Utah
June 26, 2026
PCAOB # 457 We have served as the Company’s auditor since 2019.
19
PCS
EDVENTURES!, INC.
Balance
Sheets
(Audited)
March 31, 2026
March 31, 2025
CURRENT ASSETS
Cash
$ 2,674,538
$ 3,223,147
Accounts receivable, net of allowance for credit losses of $ 41,889 and $ 38,027 , respectively
719,380
383,826
Accounts receivable, other receivables
3,227
55
Prepaid expenses
179,869
247,422
Inventory, net
2,054,008
2,064,534
Total Current Assets
5,631,022
5,918,984
NONCURRENT ASSETS
Lease right-of-use asset
934,064
1,140,217
Deposits
29,747
29,747
Property and equipment, net
84,873
97,213
Deferred tax asset
2,222,414
2,276,861
Total Noncurrent Assets
3,271,098
3,544,038
TOTAL ASSETS
$ 8,902,120
$ 9,463,022
CURRENT LIABILITIES
Accounts payable
$ 84,316
$ 24,991
Payroll liabilities and accrued expenses
115,582
171,398
Deferred revenue
21,240
20,026
Lease liability, current portion
227,718
110,024
Total Current Liabilities
448,856
326,439
Lease liability, net of current portion
760,504
1,081,614
TOTAL LIABILITIES
1,209,360
1,408,053
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, no par value, 20,000,000 authorized shares,
no shares issued and outstanding
-
-
Common stock, no par value, 12,000,000 authorized shares,
9,781,828 issued and 9,707,960 outstanding
10,182,853 shares issued and outstanding, respectively
-
-
Additional Paid-in Capital
39,521,588
40,022,746
Treasury stock, 73,868 shares and 0 shares, respectively
( 114,233 )
-
Accumulated deficit
( 31,714,595 )
( 31,967,777 )
Total Stockholders’ Equity
7,692,760
8,054,969
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 8,902,120
$ 9,463,022
The
accompanying notes are an integral part of these financial statements.
20
PCS
EDVENTURES!, INC.
Statements
of Operations
(Audited)
2026
2025
For the Years ended March 31,
2026
2025
REVENUE
$ 6,349,761
$ 7,421,228
COST OF SALES
2,509,692
2,983,940
GROSS PROFIT
3,840,069
4,437,288
OPERATING EXPENSES
Salaries and wages
2,205,008
1,914,941
General and administrative expenses
1,418,083
1,386,177
Total Operating Expenses
3,623,091
3,301,118
INCOME FROM OPERATIONS
216,978
1,136,170
OTHER INCOME AND EXPENSES
Net interest income
104,477
127,930
NET INCOME BEFORE INCOME TAX PROVISION
321,455
1,264,100
Income Tax Benefit (Provision)
( 68,273 )
( 317,235 )
NET INCOME
$ 253,182
$ 946,865
Net income per common share:
Basic
0.03
0.09
Diluted
0.03
0.09
Weighted Average Common Shares Outstanding
Basic
9,914,691
10,320,469
Diluted
9,914,691
10,320,469
The
accompanying notes are an integral part of these financial statements.
21
PCS
EDVENTURES!, INC.
Statements
of Stockholders’ Equity
(Audited)
Shares O/S
Stock
Shares
Capital
Capital
Deficit
Equity
Treasury
Stock
# of
Common
Common
Treasury
Additional
Paid-in
Additional
Paid-in
Accumulated
Stockholders’
Shares O/S
Stock
Shares
Capital
Capital
Deficit
Equity
Balance at 3/31/2024
10,394,830
-
-
$ -
$ 40,570,459
$ ( 32,914,642 )
$ 7,655,817
Net Income
-
-
-
-
-
946,865
946,865
Private shares purchased and cancelled
( 211,977 )
-
-
-
( 547,713 )
-
( 547,713 )
Balance at 3/31/2025
10,182,853
-
-
$ -
$ 40,022,746
$ ( 31,967,777 )
$ 8,054,969
Balance
10,182,853
-
-
$ -
$ 40,022,746
$ ( 31,967,777 )
$ 8,054,969
Net income
-
-
-
-
-
253,182
253,182
Treasury shares purchased
( 393,549 )
-
393,549
( 498,271 )
-
-
( 498,271 )
Treasury shares cancelled
-
-
( 319,681 )
384,038
( 384,038 )
-
-
Private shares purchased and cancelled
( 88,012 )
-
-
-
( 128,048 )
-
( 128,048 )
Shares issued for Board comp
6,668
-
-
-
10,928
-
10,928
Balance at 3/31/2026
9,707,960
-
73,868
$ ( 114,233 )
$ 39,521,588
$ ( 31,714,595 )
$ 7,692,760
Balance
9,707,960
-
73,868
$ ( 114,233 )
$ 39,521,588
$ ( 31,714,595 )
$ 7,692,760
The
accompanying notes are an integral part of these financial statements.
22
PCS
EDVENTURES!, INC .
Statements
of Cash Flows
(Audited)
2026
2025
For the years ended March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
$ 253,182
$ 946,865
Depreciation and amortization
31,069
26,339
Amortization of right of use asset
206,153
157,391
Provision for income tax
68,273
317,235
Stock based compensation for board member
10,928
-
Bad debt expense
3,862
-
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable
( 342,588 )
1,291,978
(Increase) decrease in prepaid expenses
67,554
146,669
(Increase) decrease in inventories
10,526
( 39,051 )
(Decrease) increase in accounts payable and accrued liabilities
( 10,317 )
( 187,271 )
Increase (decrease) in lease liability
( 203,416 )
( 121,220 )
Increase (decrease) in unearned revenue
1,214
5,477
(Increase) decrease in deposits
-
( 23,446 )
Net Cash Provided by Operating Activities
96,440
2,520,966
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets
( 18,730 )
( 79,814 )
Net Cash Used by Investing Activities
( 18,730 )
( 79,814 )
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid for private purchases of common stock
( 128,048 )
( 547,713 )
Cash paid for purchase of Treasures shares in open market
( 498,271 )
-
Net Cash Used by Financing Activities
( 626,319 )
( 547,713 )
Net Increase (Decrease) in Cash
( 548,609 )
1,893,439
Cash at Beginning of Period
3,223,147
1,329,708
Cash at End of Period
$ 2,674,538
$ 3,223,147
Cash paid for taxes
$ 191,506
$ 125,861
Cash paid for interest
$ -
$ 999
The
accompanying notes are an integral part of these financial statements.
23
PCS
EDVENTURES!, INC.
Notes
to the Financial Statements
March
31, 2026
(Audited)
NOTE
1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description
of Business
The
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, TK12 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 K12 market, which can be categorized as follows:
1.
Enrichment
Programs
These
camps are for the informal learning market and are designed to be highly engaging for students while easily administered by the instructor.
The Company offers approximately 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.
24
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.
Accounting
Method
The
Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a March 31 st
fiscal year end.
Cash
and Cash Equivalents
Cash
and cash equivalents, totalling $ 2,674,538 and $ 3,223,147 at March 31, 2026, and March 31, 2025, respectively, consist of operating and
savings accounts. For purposes of the statements of cash flows, the Company considers all highly-liquid investments with original maturities
of three (3) months or less at date of purchase to be cash equivalents.
Use
of Estimates
The
preparation of these financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management
to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. The Company’s significant estimates include reserves related to accounts receivable and inventory,
and the valuation allowance related to deferred tax assets.
Concentration
of Credit Risks and Significant Customers
The
Company extends credit to customers and is therefore subject to credit risk. Financial instruments that potentially subject the Company
to concentration of credit risk consist primarily of trade receivables. In the normal course of business, the Company provides credit
terms to its customers. Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible
losses which, when realized, have been within the range of management’s expectations. An allowance for credit losses is recorded
to account for potential bad debts. Estimates are used in determining the allowance for credit losses and are based upon an assessment
of selected accounts, historic averages, and as a percentage of remaining accounts receivable by aging category. In determining these
percentages, the Company evaluates historical write-offs, and current trends in customer credit quality, as well as changes in credit
policies. The Company generally does not require collateral from its customers. The Company has established an allowance for credit losses
of $ 41,889 as of March 31, 2026, and $ 38,027 as of March 31, 2025.
The
following Table shows the Company’s concentration of credit risk, sorted by accounts receivable as of March 31, 2026, and 2025.
SCHEDULE
OF CONCENTRATION OF CREDIT RISK
2026 % of
3/31/2026
2025 % of
3/31/2025
Revenue
% of A/R
Revenue
% of A/R
Customer A
2.8 %
24.8 %
0.0 %
0.0 %
Customer B
5.8 %
15.9 %
8.7 %
24.5 %
Customer C
1.5 %
14.6 %
1.8 %
22.2 %
Customer D
5.2 %
11.6 %
7.9 %
0.0 %
Customer E
2.3 %
3.9 %
0.1 %
0.0 %
25
The
following Table shows the Company’s concentration of credit risk, sorted by revenue for fiscal years 2026 and 2025.
2026 % of
3/31/2026
2025 % of
3/31/2025
Revenue
% of A/R
Revenue
% of A/R
Customer F
6.1 %
2.4 %
3.3 %
0.0 %
Customer B
5.8 %
15.9 %
8.7 %
24.5 %
Customer G
5.3 %
3.8 %
4.6 %
2.8 %
Customer D
5.2 %
0.0 %
7.9 %
0.0 %
Customer H
3.4 %
0.0 %
0.0 %
0.0 %
Concentration
of Credit Risk of Cash Deposits
We
have three (3) operating accounts at two (2) different banks. We have a checking and depository account at one bank and a checking account
at another bank. From time to time, cash balances in these accounts exceed the $ 250,000 FDIC insurance limit. However, these instances
occur infrequently as we strive to maintain balances below the $ 250,000 limit in each of these accounts. We also have a Vanguard money
market account where we invest our cash assets that are in excess of our working capital needs. The Vanguard money market account is
not subject to FDIC insurance and invests exclusively in repurchase agreements and short-term U.S. government securities. We also have
a Schwab account that is used to make open market purchases of our common stock from time to time. This account holds cash, that is invested
in a government money market fund, which is used to fund these purchases.
Inventory
Finished
goods inventory is composed of items produced in-house, as well as items from outside suppliers. These items include, but are not limited
to, Fischertechnik® manipulatives, Brick manipulatives, drone components, robotics components, school supplies, curriculum, and other
miscellaneous items used in our various labs. Our inventory is carried at the lower of cost or net realizable value and valued using
the average cost method for each item.
When
indicators of inventory impairment exist, the Company measures the carrying value of the inventory against its market value, and if the
carrying value exceeds the market value, the inventory value is adjusted accordingly. The Company has established a provision for excess
and obsolete inventory reserve of $ 2,646 as of March 31, 2026, and $ 3,981 as of March 31, 2025.
Property,
Plant and Equipment
Depreciation
on property and equipment is computed using the straight-line method over the estimated useful life of the asset. The Company had fully
depreciated property and equipment prior to March 31, 2018. Beginning in fiscal year 2022 through the current reporting period, the Company
purchased various warehouse and office equipment for $ 160,562 and recognized $ 75,689 in depreciation of that equipment for a total property
and equipment of $ 84,873 as of March 31, 2026. As of March 31, 2025, property and equipment was $ 97,213 , which was net of $ 44,619 in
depreciation recognized.
Software
has been fully depreciated as of March 31, 2026, and March 31, 2025.
Impairment
of Long-Lived Assets
Long-lived
assets are reviewed for impairment annually, or when events or circumstances arise that indicate the existence of impairment for patents
and other intangibles. There was no impairment recorded during the years ended March 31, 2026, and 2025.
26
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.
In
November 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-17, “Income Taxes (“Topic 740”)-Balance
Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires reporting the net amount of deferred tax assets and liabilities
as a single noncurrent item on the classified balance sheet. Before this change, the net amounts of current and noncurrent deferred tax
assets and liabilities were reported separately.
We
account for income taxes in accordance with ASC 740. ASC 740 prescribes the use of the asset and
liability method to compute the differences between the tax bases of assets and liabilities and the related financial amounts, using
currently enacted tax laws. If necessary, a valuation allowance is established, based on the weight of available evidence, to reduce
deferred tax assets to the amount that is more likely than not to be realized. Realization of the deferred tax assets, net of deferred
tax liabilities, is principally dependent upon achievement of sufficient future taxable income. We exercise significant judgment in determining
our provisions for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our
ability to utilize any future tax benefit from our deferred tax assets.
In
accordance with GAAP, the Company has analysed its filing positions in all jurisdictions where it is required to file income tax returns
for the open tax years in such jurisdictions. The Company currently believes that all significant filing positions are highly certain
and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has
no significant reserves for uncertain tax positions, and no adjustment to such reserves was required by GAAP. No interest or penalties
have been levied against the Company and none are anticipated; therefore, no interest or penalty has been included in the provision for
income taxes in the consolidated statements of operations. The Internal Revenue Code contains provisions which reduce or limit the availability
and utilization of net operating loss (“NOL”) carry forwards in the event of a more than a 50-percentage point change in
ownership. If such an ownership change occurs with the Company, the use of these net operating losses could be limited.
The
table below details the years that remain open to tax examinations:
SCHEDULE
OF INCOME TAX EXAMINATION
Tax Year
Fiscal Year End
Filed Date
Open Through
2024
3/31/2025
11/24/2025
11/24/2028
2023
3/31/2024
8/26/2024
8/26/2027
2022
3/31/2023
8/23/2023
8/23/2026
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 financial statements are recognized net of sales tax, value-added taxes, and other taxes. Amounts
received as prepayment on future products or services are recorded as unearned revenues and recognized as income when the product is
shipped, or service performed.
The
Company had deferred revenue of $ 21,240 as of March 31 2026, related to contractual commitments with customers where the performance
obligation will be satisfied within the fiscal year ending March 31, 2027. 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.
27
The
following table presents the changes in the Company’s deferred revenue balance for the years ended March 31, 2026, and 2025.
SCHEDULE
OF DEFERRED REVENUE
March 31, 2026
March 31, 2025
Deferred revenue beginning balance
$ 20,026
$ 14,549
Consideration received from customers
27,415
( 20,724 )
Revenue recognized during the period
( 26,201 )
26,201
Deferred revenue ending balance
$ 21,240
$ 20,026
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, 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.
Stock-Based
Compensation
We
recognize stock-based compensation expense under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”).
We use the Black-Scholes option pricing model to calculate the fair value of stock options at their respective grant date. The use of
option valuation models requires the input of highly subjective assumptions, including the expected stock price volatility and the expected
term of the option. The fair value of restricted stock awards is the fair market value on the date of grant. We recognize these compensation
costs on a straight-line basis over the requisite service period, which is generally the vesting period of the award.
During
fiscal years 2026 and 2025, no performance options were issued or exercised.
As
of March 31, 2026, and March 31, 2025, the Company had no outstanding warrants or options.
Business
Segments and Related Information
GAAP
establishes standards for the way public business enterprises are to report information about operating segments in annual financial
statements and requires enterprises to report selected information about operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosure about products and services, geographic areas and major customers. The Company currently
operates as one (1) business segment.
Recently
Adopted Accounting Pronouncements
Beginning
in fiscal year 2025 annual reporting, we adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (“Topic 280”): Improvements
to Reportable Segment Disclosures (“ASU 2023-07”) that was issued by the FASB. This new standard requires an enhanced disclosure of significant
segment expenses on an annual basis.
Beginning
in fiscal year 2026 annual reporting, we adopted Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures. This new standard requires enhanced annual disclosures primarily through greater disaggregation in our effective
tax rate reconciliation and expanded tabular information regarding income taxes paid. We adopted the amendments on a prospective basis.
The adoption of this standard only resulted in modified financial statement disclosures and did not have a material impact on our consolidated
financial position, results of operations, or cash flows.
28
Reclassifications
Certain
reclassifications of tax expenses and tax provisions have been made to the financial statements for the year ended March 31, 2025, to
conform to the financial presentation for the year ended March 31, 2026. These reclassifications had no effect on the net income or cash
flows as previously reported.
Operating
Segments and Related Disclosures
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 based on net income reported on
the Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the financial results.
The accounting policies of our STEM Supplies and Curriculum segment are the same as those described in the summary of significant account
policies herein.
For
single reportable segment-level financial information, total assets, and significant non-cash transactions, see our Financial Statements.
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 schedule
presents the calculation of basic and diluted net income per share:
SCHEDULE
OF BASIC AND DILUTED NET INCOME
2026
2025
For the Years Ended March 31,
2026
2025
Net Income per common Share:
Basic
$ 0.03
$ 0.09
Diluted
$ 0.03
$ 0.09
Weighted average number of common shares outstanding Basic
9,914,691
10,320,469
Weighted average number of common shares outstanding Fully Diluted
9,914,691
10,320,469
Net
Income for the years ended March 31, 2026, and 2025, was $ 253,182 and $ 946,865 , respectively.
As
of March 31, 2026, and March 31, 2025, the Company had no outstanding dilutive instruments.
29
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 March 31, 2026, the Company had $ 2.7 million in cash, $ 2.1 million in inventory, and $ 0.7 million in accounts receivable, with no
debt. Management strongly believes that the Company can sustain its operations over the course of the next 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 cash, inventory, and accounts receivable 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 15
to 45 days. The Company performs ongoing credit evaluations of its customers. The Company established an allowance for credit losses
of $ 41,889 at March 31, 2026, and $ 38,027 as of March 31, 2025.
NOTE
4 – ACCOUNTS RECEIVABLE, OTHER RECEIVABLES
Other
Receivables include receivables due to the Company derived from activities outside of its typical business transactions. As of March
31, 2026, the Company had $ 3,227 of other receivables outstanding. As of March 31, 2025, the Company had $ 55 of other receivables outstanding.
NOTE
5 - PREPAID EXPENSES
Prepaid
expenses for the periods are as follows:
SCHEDULE OF PREPAID EXPENSES
March 31, 2026
March 31, 2025
Prepaid insurance
$ 13,922
$ 11,960
Prepaid tradeshows
4,800
13,362
Prepaid inventory
79,808
178,660
Prepaid software
42,359
31,612
Prepaid other
38,980
11,828
Total Prepaid Expenses
$ 179,869
$ 247,422
NOTE
6 - COMMON AND PREFERRED STOCK TRANSACTIONS
a.
Common
Stock
The
Company has 12,000,000 authorized shares of common stock, no par value. At March 31, 2026, the total common shares issued was 9,781,828
and the total common shares outstanding was 9,707,960 . As of March 31, 2025, the total common shares issued and outstanding was 10,182,853 .
During
the years ended March 31, 2026, and 2025, the Company had no option expense.
During
the year ended March 31, 2026, the Company issued 6,668 shares of Rule 144 “restricted” common stock to Sean P. Iddings,
our independent Board member as compensation for his services. During the year ended March 31, 2025, no common stock was issued for Board
services or any other reason.
30
During
the year ended March 31, 2026, the Company made the following repurchase transactions:
SCHEDULE
OF COMMON STOCK REPURCHASE TRANSACTIONS
Date
Shares
Price
Total Consideration
5/20/2025
23,747
$ 1.68
$ 39,894
5/22/2025
8,333
$ 1.63
$ 13,607
7/7/2025
83,333
$ 1.44
$ 120,007
7/16/2025
16,666
$ 1.32
$ 22,007
7/21/2025
1,583
$ 1.14
$ 1,802
7/22/2025
1,917
$ 1.19
$ 2,284
7/23/2025
2,000
$ 1.13
$ 2,263
7/24/2025
2,167
$ 1.08
$ 2,347
7/25/2025
2,167
$ 1.07
$ 2,321
7/28/2025
201,514
$ 1.08
$ 217,400
7/29/2025
988
$ 1.32
$ 1,303
8/22/2025
5,458
$ 1.56
$ 8,516
9/19/2025
4,167
$ 1.56
$ 6,507
9/30/2025
8,647
$ 1.38
$ 11,933
10/28/2025
250
$ 1.50
$ 383
12/1/2025
10,873
$ 1.34
$ 14,620
12/4/2025
417
$ 1.44
$ 600
12/8/2025
2,031
$ 1.50
$ 3,046
12/10/2025
14,123
$ 1.32
$ 18,643
12/10/2025
133
$ 1.32
$ 176
12/12/2025
458
$ 1.47
$ 676
12/19/2025
2,500
$ 1.44
$ 3,607
12/23/2025
917
$ 1.56
$ 1,431
12/29/2025
1,571
$ 1.56
$ 2,458
1/9/2026
1,667
$ 1.59
$ 2,647
1/26/2026
35,566
$ 1.38
$ 49,081
2/2/2026
1,110
$ 1.62
$ 1,797
2/11/2026
1,250
$ 1.26
$ 1,575
2/19/2026
1,667
$ 1.50
$ 2,505
2/26/2026
16,667
$ 1.44
$ 24,007
3/13/2026
8,134
$ 1.61
$ 13,135
3/27/2026
11,207
$ 1.68
$ 18,834
3/31/2026
8,333
$ 1.79
$ 14,907
Total
481,561
$ 626,319
During
the year ended March 31, 2026, the Company cancelled 319,681 shares of Treasury stock.
During
the year ended March 31, 2025, the Company repurchased 211,977 shares common stock for total consideration of $ 547,713 .
b.
Preferred
Stock
The
Company has 20,000,000 authorized shares of preferred stock. As of March 31, 2026, and March 31, 2025, there were no preferred shares
issued or outstanding.
As
of March 31, 2026, and 2025, the Company had no dilutive instruments outstanding.
NOTE
7 – NOTES PAYABLE
The
Company had no notes payable outstanding as of March 31, 2026, and March 31, 2025.
31
NOTE
8 – COMMITMENTS AND CONTINGENCIES
Leases
The
Company adopted ASC 842 as of November 9, 2019, using a modified retrospective transition approach for all leases existing at December
31, 2019, the date of the initial application. Consequently, financial information will not be updated, and disclosures required under
ASC 842, will not be provided for dates and periods before January 1, 2020.
The
Company determines if a contract is a lease or contains a lease at inception. Right of use assets related to operating type leases are
reported in other noncurrent assets and the present value of remaining lease obligations is reported in accrued and other liabilities
and other noncurrent liabilities on the Balance Sheets. The Company does not currently have any financing type leases.
Operating
lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement
date. The Company’s leases do not provide an implicit rate. The Company determines the incremental borrowing rates applicable to
the economic environment based on the information available at commencement date, in determining the present value of future payments.
The right of use asset for operating leases
is
measured using the lease liability adjusted for the impact of lease payments made prior to commencement, lease incentives received, initial
direct costs incurred and any asset impairments. Lease terms may include options to extend or terminate the lease when it is reasonably
certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the term
of the lease.
The
Company re-measures and reallocates the consideration in a lease when there is a modification of the lease that is not accounted for
as a separate contract. The lease liability is re-measured when there is a change in the lease term or a change in the assessment of
whether the Company will exercise a lease option. The Company assesses right of use assets for impairment in accordance with its long-lived
asset impairment policy.
The
Company accounts for lease agreements with contractually required lease and non-lease components on a combined basis. Lease payments
made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration
of less than twelve months are recorded directly to lease expense.
a.
Warehouse
The
Company leases a 20,880 square foot warehouse facility located at 1135 N. Hickory Ave, Suite 130, Meridian, ID 83642, under a non-cancelable
lease agreement, which commenced on October 1, 2024, and expires November 30, 2029 . The first two (2) payments were deferred. This lease
is accounted for as an operating lease. Monthly lease rates excluding triple net expenses started at $ 15,660 and increase by 3 % from
the previous amount in the month of December each year.
b.
Office
The
Company leases a 5,016 square foot office facility located at 941 S. Industry Way, Meridian, Idaho, 83642 under a non-cancelable lease
agreement, which commenced on October 21, 2024, and expires November 30, 2029 . The first payment was deferred. The lease is accounted
for as an operating lease. Monthly lease rates excluding triple net expenses started at $ 5,225 and increase by 3 % from the previous amount
in the month of December each year.
c.
Equipment
The
Company leased a production printer for 63 months commencing on November 3, 2023. The first three (3) payments were deferred, with the
first payment due February 3, 2024. Equipment lease expense was $ 57,215 for the years ended March 31, 2026, and 2025.
32
As
of March 31, 2026, accounted for and presented under ASC 842 guidance, the future minimum lease payments on operating leases, were as
follows:
Total
minimum lease obligation over the next five (5) years
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Fiscal Year
Amount
2027
$ 315,803
2028
315,802
2029
315,802
2030
224,730
2031
0
Less: imputed interest / present value discount
193,915
Total
$ 988,222
SCHEDULE OF LEASE PAYABLE
Balance Sheet Location
March 31, 2026
Right of use assets
Other noncurrent assets
$ 934,064
Lease payable
Current liabilities
$ 227,718
Lease payable, Current liabilities
Current liabilities
$ 227,718
Lease payable
Long-term liabilities
760,504
Lease payable, Long-term liabilities
Long-term liabilities
760,504
Total lease payable
$ 988,222
Supplemental
cash flow information related to operating leases:
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES
March 31, 2026
Operating cash paid to settle lease liabilities
$ 313,066
Right of use asset additions in exchange for lease liabilities
0
March 31, 2026
March 31, 2025
Weighted average remaining lease term (in years)
3.5
4.6
Weighted average discount rate
10 %
10 %
NOTE
9 – ACCOUNTS PAYABLE
Accounts
payable for the periods are as follows:
SCHEDULE OF ACCOUNTS PAYABLE
March 31, 2026
March 31, 2025
Accounts payable
$ 86,097
$ 24,286
Credit cards payable
( 1,781 )
705
Total
$ 84,316
$ 24,991
NOTE
10 – PAYROLL LIABILITIES & ACCRUED EXPENSES
Accrued
expenses for the periods are as follows:
SCHEDULE OF ACCRUED EXPENSES
March 31, 2026
March 31, 2025
Payroll liabilities
$ 81,507
$ 128,655
Sales tax payable
45,086
32,502
State income tax payable
( 25,996 )
( 4,744 )
Accrued expenses
14,985
14,985
Total
$ 115,582
$ 171,398
NOTE
11 – 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. For the fiscal year ending March
31, 2026, the Company’s provision for income taxes was ($ 68,273 ). For the fiscal year ending March 31, 2025, the Company’s
provision for income taxes was ($ 317,235 ).
33
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 March 31, 2026. 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. 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.
Net
deferred tax assets and liabilities consist of the following components as of March 31, 2026, and 2025:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
March 31,
2026
2025
Deferred tax assets
Right of use liabilities
$ 276,702
$ 333,659
Goodwill amortization
9,281
11,201
Charitable Contribution carryover
-
700
NOL carryover
2,200,040
2,253,412
Total deferred tax assets
2,486,023
2,598,972
Deferred tax liabilities
Right of use assets
( 261,538 )
( 319,261 )
Depreciation
( 2,071 )
( 2,850 )
Total deferred tax liabilities
( 263,609 )
( 322,111 )
Net deferred tax assets
$ 2,222,414
$ 2,276,861
34
The
reconciliation of the Company’s net income taxes for fiscal years 2026, and 2025 are as follows:
SCHEDULE
OF RECONCILIATION NET INCOME TAXES
March 31, 2026
March 31, 2025
Current federal
$ -
$ -
Current state
13,827
52,837
Deferred federal
49,151
243,564
Deferred state
5,295
20,834
Total tax provision
$ 68,273
$ 317,235
Net income before tax provision
321,455
1,264,100
Tax at federal statutory rate
67,467
21.00 %
265,461
21.00 %
Non-deductible expenses
3,857
1.20 %
6,295
0.50 %
Temporary differences
( 281 )
- 0.09 %
16,028
1.27 %
State income taxes, net of federal benefit
19,184
5.97 %
80,675
6.38 %
Return-to-provision adjustments/other
( 21,954 )
- 6.83 %
( 51,224 )
- 4.05 %
Total income tax provision
68,273
21.25 %
317,235
25.10 %
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.
Summary
of Federal Operating Loss Carryforwards
SCHEDULE OF FEDERAL OPERATING LOSS CARRYFORWARDS
Unused operating loss carryforward March 31, 2025
$ 7,911,114
Return to Provision
$ 89,419
Total
$ 8,000,533
Operating loss carryforwards realized
$ 324,660
Unused operating loss carryforward March 31, 2026
$ 7,675,873
NOTE
12 - SUBSEQUENT EVENTS
On
April 1, 2026, the Company issued 20,000 shares of Rule 144 “restricted” common stock to Sean Iddings, our Independent board
member, for services rendered in that capacity for the quarter ended March 31, 2026. Accounting for the effects of the reverse stock
split, the number of shares issued to Mr. Iddings was 1,667 .
On
April 6, 2026, we purchased 219,106 shares of our common stock in the open market at $ 0.125 per share. The total amount of the transaction
was $ 27,395 , which included a $ 7 commission. Accounting for the effects of the reverse stock split, the number of shares purchased in
this transaction was 18,259 .
On
April 15, 2026, we purchased 167,999 shares of our common stock in the open market at $ 0.125 per share. The total amount of the transaction
was $ 21,007 , which included a $ 7 commission. Accounting for the effects of the reverse stock split, the number of shares purchased in
this transaction was 14,000 .
On
April 21, 2026, we purchased 67 shares of our common stock in the open market at $ 0.1355 per share. The total amount of the transaction
was $ 16 , which included a $ 7 commission. Accounting for the effects of the reverse stock split, the number of shares purchased in this
transaction was 6 .
On
May 4, 2026, the one (1) for 12 reverse split of our outstanding common stock, which was approved at our Special Meeting of Shareholders
on April 20, 2026, became effective.
On
May 15, 2026, we purchased 291 shares of our common stock in the open market at $ 1.35 per share. The total amount of the transaction
was $ 400 which included a $ 7 commission.
35
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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.