What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2015-06-16 compared with 2014-06-30 · 153 added, 200 removed, 159 unchanged (69% of the section changed)

1 unchanged sentence

(the Company, PCS, we, our, us or similar words) was incorporated in 1994 in the State of Idaho.

In November 2005, we acquired PCS LabMentors, Ltd.

(PCS LabMentors) based in Fredericton, New Brunswick, Canada, which is a wholly owned subsidiary of PCS Edventures!.com, Inc.

PCS LabMentors, Ltd.

was sold in September of 2013.

In January 2013 we formed a subsidiary called Premiere Science Inc.

incorporated, in the State of Idaho.

The subsidiary is 100% wholly owned by PCS Edventures!.com,Inc.

No transactions occurred during the fiscal year ended March 31, 2014 for Premiere Science Inc.

We acquired PCS LabMentors , Ltd.

(PCS LabMentors), which was based in Fredericton, New Brunswick, Canada, which became a wholly-owned subsidiary that we sold in September , 2013.

In January, 2013, we formed Premiere Science , Inc.

( Premiere Science ) in the State of Idaho as a wholly-owned subsidiary, though no business was conducted by Premiere Science during the fiscal year ended March 31, 2015

PCS specializes in experiential, hands-on, K12 education.

PCS has extensive experience and intellectual property ( IP ) that includes robotics software, hardware, and K12 content, as well as sophisticated turn-key lab packages that teach topics of science, technology, engineering, and math (STEM).

PCS educational solutions are implemented through the development, marketing, and distribution of educational products and services that target the PreK-12 market as well as implemented through private STEM Learning Centers called Edventures!

PCS educational solutions are implemented through the development, marketing, and distribution of educational products and services that target the PreK-12 market and are marketed through STEM Learning Centers called Edventures!

The education market is complex and is comprised of a number of different types of customers to whom we sell:

The afterschool market consists of Boys and Girls Clubs, YMCAs, and others including a large number of afterschool programs supported by the $1.1B 21st Community Learning Center (21stCCLC) Federal grant program.

We sell robotics and other hands-on STEM solutions to afterschool providers.

Afterschool :

The afterschool market consists of Boys and Girls Clubs, YMCAs, and other organizations, including a large number of afterschool programs supported by the $1.1B 21st Community Learning Center (21stCCLC) Federal grant program.

We sell robotics , EdventuresLab implementations, and other hands-on STEM solutions to afterschool providers.

Elementary classrooms in the United States are a rich market for PCS STEM professional development programs , PCS robotics packages, and PCS STEM curriculum solutions .

4 unchanged sentences

Parents and Home Educators :

Our Edventures!

Lab private learning center concept positions PCS in key communities to build awareness and support of PCS institutional products while generating revenue from the home and retail market.

Conservative estimates of the homeschool population in the United States is over one million students.

The Results of Operations discussed herein are on a consolidated basis.

Our EdventuresLab STEM lab concept position s PCS in key communities to build awareness and support of PCS institutional products while generating revenue from the home and retail market.

Conservative estimates of the homeschool population in the United States are over one million students.

The EdventuresLab program can be deployed as a private learning facility, or licensed in partnership with schools and afterschool programs.

Recent Developments.

The following are business developments during the fiscal year that ended March 31, 2014 (FY2014):

The following are business developments during our fiscal year ended March 31, 201 5 (FY201 5 ):

Management and Board of Director Changes

Russelee Morton, a skilled accounting professional who had been providing contractual support for the Company beginning in Q3 of FY2014, assumed the role of Controller for the Company in February of 2014 and is maintaining the financial operations.

Morton replaced interim Head Accountant Shannon Hull who replaced Controller Krystal Wright in July of 2013.

Michael Brown joined PCS in September of 2013 assuming the role of Director of Sales and Marketing.

Mike Miraglio joined PCS in November of 2013 assuming the role of Project Manager for International Projects, directing the execution of contracts in Saudi Arabia.

Heidi Grover joined PCS in January of 2014 assuming the role of Director of PCS Edventures!

She had been serving as a contracted consultant for developing the lab program in the year prior to joining the Company as an employee.

Dehryl Dennis resigned as a member of the board of directors of the Company to pursue other interests.

Dennis resignation was effective as of January 31, 2014.

Todd Hackett, a member of our b oard of D irectors, our major stockholder , and who has been a primary source of funding for our business operations, was appointed by our Board of Directors to the role of Co-CEO in Q4 of FY2015.

Russelee Horsburgh , our Controller, was appointed to PCS Vice President and Treasurer by our Board of Directors in February of 201 5 and is acting as Chief F inancial O fficer .

Britt Ide , joined our Board of Directors in January , 2014 , and was appointed to Chair of our Board of D irectors in Q4 of FY2015 .

Ide brings exper ience in engineering, law, mediation, communications, marketing, and social media.

Andrew Scoggin, joined our Board of Directors in1Q of FY 2015, but resigned in 4Q of FY 2015 due to the demands of previous commitments .

Scoggin s resignation was effective as of January 31, 2014.

There were no disagreements between the Company and Mr.

Dennis regarding his resignation.

Britt Ide, joined the PCS Board of Directors in January of 2014.

Ide brings experience in engineering, law, mediation, communications, marketing, and social media.

Scoggin regarding his resignation.

Other Activities

In January of 2014, we renewed our D&O insurance on favorable terms for a one year period.

We continued to explore potential partnerships during FY2014, seeking opportunities and values that would strengthen PCS Edventures and advance shareholder value through improved sales and marketing, development, or operational efficiency.

We continued to grow our long-term relationship with Edison schools Newton Learning Summer Adventures, now Catapult Learning, providing additional customized learning labs for their summer programs, as well as supplying them with materials authored and developed in previous years.

The Edison Schools program has been the source of well over $1M in revenue since the inception of the relationship, and this first year of working with Catapult Learning generated over $300,000 in sales in Q4 FY2014.

These specialty programs, developed by PCS, range from primary stage camps in life science and biology to high school age activities in engineering, electronics, and robotics.

In January , 201 5 , we renewed our D irector & O fficer insurance on favorable terms for a one year period.

We continued to explore potential partnerships during FY201 5 , seeking opportunities and values that would strengthen PCS Edventures !

and advance shareholder value through improved sales and marketing, development, and/ or operational efficiency.

We continued to grow our long - term relationship with Catapult Learning, formerly Edison S chools Newton Learning Summer Adventures , providing additional customized learning labs for their summer programs, as well as supplying them with materials authored and developed in previous years.

The Catapult Learning program has been the source of well over $1M in revenue since the inception of t our relationship with them;

Catapult Learning generated over $ 2 00,000 in sales in Q4 FY201 5 .

These specialty program s , developed by PCS, range from primary stage camps in life science and biology to high school age activities in engineering, electronics, and robotics.

Development, packaging, fulfillment, and support were further streamlined this year to improve efficiency and the overall customer experience.

We continued to develop our growing relationship with STEM Academy (STEM 101) in which PCS provides the robotics curriculum and Labs for their 6 th and 8 th grade programs, and are working on developing additional programs for their elementary and high school STEM solutions.

We have continued our work with T4EDU, a Saudi entity charged with managing education reform activities defined by the Saudi Ministry of Education, to bid on contracts for additional STEM consulting and development services related to the design , production and implementation of a nationwide network of science centers in Saudi Arabia, as part of the King Abdullah Education Initiative.

1 unchanged sentence

We announced a contract with T4EDU in January of 2014 for a $133K training contract related to Science Center programs and fulfilled the training in February of 2014.

We further expanded our statewide penetration of STEM programs into Idaho schools emphasizing our elementary STEM training program for classrooms throughout the state and partnering with the Idaho Commission for Libraries to deploy PCS STEM programs and robotics solutions into library programs around the state.

We further expanded our penetration into the Boys and Girls Clubs of America, a significant niche market for PCS afterschool products with over 5,000 sites across the United States.

We announced a $1MM contract with T4EDU in July 2014 for the design and production of a STEM learning framework and associated curriculum.

Our relationship with Creya Learning of India continues to evolve as they expand their network of installed sites in India.

Creya Learning licenses PCS STEM programs and installs them into private schools, charging schools a per-seat fee for each student that attends the STEM lab on a weekly basis.

At the conclusion of FY2014, Creya was still in their high selling season and did not have final numbers on the total number of schools now in their network.

These numbers will be released pending confirmation

PCS also utilized Creya educational development resources in the fulfillment of part of the recent Saudi Arabian curriculum project.

In the summer of 2012, PCS launched and managed a pilot program for a new Learning Center model in partnership with Sage International Charter School in Boise.

The program successfully accomplished a number of things including the creation of a learning framework model for the future, an effective lab design and system established, annual learning and event calendar tested and established:

successful holiday and retail product test marketing, and recruiting and training a strong core staff.

The center was successfully used as a sales tool for generating institutional sales for PCS, a number of parent testimonials were accumulated on the benefits of the program, and a number of sales and marketing strategies and tactics were identified, In May of 2013, PCS migrated the pilot program to a lab adjacent to its corporate offices at 345 Bobwhite Ct.

The program successfully accomplished a number of things , including :

the creation of a learning framework model for the future ;

an established and effective lab and system design ;

implemented an annual learning and event calendar tested and established ;

a successful holiday and retail product test marketing ;

and recruiting and training a strong core staff .

In May , 2013, PCS migrated the pilot program to a lab adjacent to its corporate offices at 345 Bobwhite Ct.

200 Boise, Idaho and began to ramp the operation for scaling.

In March of 2014 PCS secured funding for opening its second facility in Eagle, Idaho.

In January of 2014 PCS initiated partnership discussions with Curious Media, a world-class interactive software development company, to partner on the development of interactive educational software to support PCS robotics and engineering programs.

The Discover Engineering 3D Interactive Curriculum and new and improved PCS Cortex robotics programming environment will incorporate the latest technologies available.

In March , 2014 PCS secured funding for opening its second facility in Eagle, Idaho which open ed and was operational as of June , 2014.

In January , 2014 PCS initiated partnership discussions with Curious Media, a world-class interactive software development company, to partner on the development of interactive educational software to support PCS robotics and engineering programs.

The Discover Engineering 3D Interactive Curriculum and new and improved PCS Cortex robotics programming environment incorporate the latest technologies available.

The Cortex and 3DIC application were released in 2014 and are now actively being marketed.

As of the conclusion of Q3, FY2014, Michael Brown, Director of Sales and Marketing, had doubled the size of the PCS sales team adding new direct sales representatives to the following markets:

2 unchanged sentences

and Atlanta, Georgia.

He is actively recruiting additional representatives to continue growing the sales force in major metropolitan areas around the United States.

In January of 2014 PCS entered into a reseller agreement with Priority Education Solutions, a Vero Beach Florida sales and marketing as a PCS Edventures Authorized Reseller Partner.

In contrast to other PCS reseller partnerships, Priority Education has a unique arrangement with PCS to assist in building a national direct sales force.

He is actively recruiting additional representatives and sales channels to continue growing the sales force in major metropolitan areas around the United States.

In January of 2014 PCS entered into a reseller agreement with Priority Education Solutions, a Vero Beach Florida sales and marketing firm (Priority Education) as a PCS Edventures Authorized Reseller Partner.

In contrast to other PCS reseller partnerships, Priority Education has a unique arrangement with PCS to assist us in building a national direct sales force.

Jim Hagedorn, the owner of Priority Education, is especially qualified for this mission, having a strong history of developing national sales teams in the education industry.

During his ten-year stint as CEO of Educational Options an online curriculum provider from Arlington, VA Jim built a sales force that took the company from less than $1MM in annual sales to over $12MM.

During his 10 year service as CEO of Educational Options an online curriculum provider from Arlington, VA Jim built a sales force that brough th is company from less than $1MM in annual sales to over $12MM in annual sales.

Hagedorn and Priority Education Solutions has agreed to promote PCS Edventures products as their flagship product line.

1 unchanged sentence

These matching funds are being used to improve and expand the PCS Robotics line of controllers, proprietary software, and curriculum solutions to take advantage of the rapidly growing robotics education market.

PCS continues to leverage these funds for development, promotion, and consulting where applicable.

PCS has Trade Adjustment Assistance funds of approximately $10,000 in matching funds to use as of March 31, 2014.

Our strategy is to design and develop brain-based learning educational products and services for the PreK-16 market that emphasize STEM topics and develop contemporary skills for the 21 st century learner.

These skills include critical thinking, problem solving, innovation, creativity and communications.

PCS will market these products through direct sales and channel partners into various markets including domestic and International classrooms and afterschool programs.

In addition, we will deploy and market home and retail products and services through licensed, experiential- learning centers that will establish community presence and launch a subscription-based, virtual, experiential learning program.

Our strategy consists of:

Sales and marketing of the PCS BrickLab STEM program for elementary classrooms and afterschool programs.

The elementary opportunity is over 1MM classrooms and the BrickLab solution is demonstrated to effectively improve educators comfort level with STEM, enabling them to implement more STEM activities across their curriculum.

PCS has expanded curriculum and materials within its Bricklab line, added additional colors for girls, and created a special Girls Can Build program using BrickLab that will expand its appeal and reach.

Sales and marketing of our PCS Robotics programs consisting of the Brain, the Cortex, and our various lab configurations.

This focus will take advantage of the exploding robotics marketplace.

Our potential partnership with Curious Media would elevated the level of our software and hardware solution to new heights, and we now offer the only tablet based robotics programming environment available for K12 users.

PCS has designed a new robotics kit that we believe will give us a powerful competitive advantage based on price and features and will be taking it to multiple channels in FY2015.

Using licensing and partnerships to drive the development of a global network of experiential-learning centers that will generate revenues and act as a sales and support network for PCS products and services.

Within these centers, PCS has developed a sophisticated, adaptive learning program that delivers a customized learning experience to students.

PCS began the virtualization of this program in FY2014 and will begin taking it online for testing with students in FY2015.

The ultimate goal is to expand this virtual software into a subscription service that can be scaled for high-margin, recurring revenues.

Expanding our sales reach through strategic partnerships that get our products in front of more educators.

Relentless commitment to making our products friendly and helpful for educators.

If our products make their job easier, our products will increase in popularity;

The continued emphasis on forward looking development of products and services, recognizing the challenges that educators will be facing in several years, and preparing our products to help them meet those challenges early.

We strive to be seen as thought leaders in the space;

Building PCS brand recognition and market appeal through a network of learning centers and strong commitment to customer loyalty;

Continuing to incorporate the latest in brain-based research to improve the effectiveness of our curriculum and content product;

Using the Internet and other digital technologies to bring our products and services to other areas, persons, and markets, to increase market penetration;

PCS used the remainder of these award funds in FY2015 and closed out its relationship with TAAC .

PCS holds a unique position in the STEM education market with ( 1) an existing STEM library and deep expertise in creating STEM solutions comprised of curriculum and materials;

( 2) a unique PCS learning methodology an adaptive (customizes to individual learners), experiential (hands-on in nature), learning framework that can be monetized in a number of ways , with what we believe is an approach to educational assessment and incentivizing students for the future, and PCS is an innovative leader in this area;

( 3) PCS has developed an innovative K12 robotics and engineering system comprised of hardware and software specifically designed to engage students in STEM topics such as hands-on physics and engineering and coding;

( 4) PCS has established itself as a prime STEM provider in the Kingdom of Saudi Arabia and is increasing our revenues from the Kingdom;

and ( 5) PCS entered the B2C space with a retail product launch this year and also has a working model for experiential learning labs operational.

With a plan to expand higher margin digital delivery products , PCS is now in the development stage of a unique, subscription-based online learning system that can be licensed to schools or non-profit organizations, as well as be used in the home environment.

As we enter FY2016, our strategy is profitability - driven seeking to optimize and streamline operations while moving our digital learning and robotics product strategy forward.

A continued underlying principle will be the building of services and products with recurring revenue traits such as online licensings .

Tactically we will focus on improving product quality, improving our delivery and support infrastructure to accommodate a larger scale, improving our sales infrastructure, and building our new, higher margin digital products to add to our lineup of STEM products and services.

W e will continue to focus on the improvement of our web-based marketing efforts, expand our sales force and channel partners , and tighten the sales processes for our domestic STEM sales.

We will continue to fulfill existing and capture new STEM contracts with the Kingdom of Saudi Arabia.

Additionally, w e will also continue to use our EdventuresLab program for ( 1) an R&D test bed for product improvement and refinement with a major emphasis on digital delivery of content in FY2016 ;

( 2) r evenue generation through our a fterschool and summer course fees ;

( 3) revenue through licensing EdventuresLab curriculum and methods;

and (4 ) Revenues from our STEM retail products .

We believe e-commerce sales of kits associated with STEM learning targeting the families of students attending the c enters as well as the larger home retail market will provide a consistent, dependable boost in annual Q3 revenues , to offset low education sales traditionally anticipated during this time frame.

We will actively seek retail distribution methods and channels for our robotics retail products and expand their usability for other market segments.

Foreign Currency Exchange Rate Risk.

The Company promotes many of our products in the international market, and had established operations in Canada as a result of the acquisition of LabMentors up until its divestiture in FY2014.

We promote many of our products in the international market, and had established operations in Canada as a result of the acquisition of LabMentors up until its divestiture in FY2014 .

As a result, our statement of cash flows and operating results could be affected by changes in foreign currency exchange rates or weak economies of foreign countries.

Working capital necessary to continue operating our foreign subsidiary was held in local, Canadian currency, with additional funds used through the parent company being held in U.S.

Working capital necessary to continue operating our foreign subsidiary was held in local, Canadian currency, with additional funds used through PCS being held in U.S.

In accordance with SFAS 52, Foreign Currency Translation , all assets and liabilities were translated at the exchange rate on the balance sheet date and all revenues and expenditures are translated at the average rate for the period.

Translation adjustments are reflected as a separate component of stockholders' equity, accumulated other comprehensive income (loss), and the net change for the year reflected separately in the statements of operations and other comprehensive income (loss).

While our Canadian subsidiary provided approximately 5% of our revenue in fiscal year 2014, the sales and receivables are transacted in USD$ and thus there is not a significant exchange risk associated with those transactions.

While our Canadian subsidiary provided approximately 5 % of our revenue in fiscal year 201 4 , the sales and receivables were transacted in US dollars , and thus there is not a significant exchange risk associated with those transactions .

Our unearned revenue was $ 158, 420 at March 31, 201 5 .

At the end of fiscal year 2014, the entire amount of unearned revenue is expected to be earned during fiscal years 2015 and 2016.

Of the total listed in unearned revenue at March 31, 2014, $13,910 is for orders prepaid by customers, $15,319 and $39,238 are advanced royalties and license fees resulting from our agreement with Creya Learning of India PCS, as part of the agreement with Creya Learning, will receive ongoing royalties on the tuition charged to students attending PCS based programs and royalties will be amortized as earned.

Each month, the license fees are amortized according to the length of the subscription/license.

Our quarterly operating results fluctuate as a result of a number of factors, including, but not limited to, the funding of customers, timing of product development and release, availability and timeliness of items required for assembly of the products, budget cycles, buying patterns of our customers, period ending dates, and the general health of the economy.

Our International projects and our learning center and retail product strategy are designed to offset these factors and smooth cash flow and revenue predictability over time.

At the end of fiscal year 201 5 , the entire amount of unearned revenue is expected to be earned during FY 201 6 .

Of the total listed in unearned revenue at March 31, 201 5 , $ 13 4 , 670 is for orders prepaid by customers , and $ 23,750 are advanced license fees resulting from our agreement with Creya Learning of India .

PCS, as part of our agreement with Creya Learning, will receive ongoing royalties on the tuition charged by Creya Learning to students attending PCS based programs and royalties will be amortized as earned.

Each quarter, the license fees are amortized according to the length of the subscription/license.

Our quarterly operating results fluctuate as a result of a number of factors, including, but not limited to, the funding of customers, timing of product developmen t, and release, availability and timeliness of items required for assembly of the products, budget cycles, buying patterns of our customers, period ending dates, and the general health of the economy.

Our International projects, learning centers, and retail product strategy are designed to offset these factors and smooth cash flow and revenue predictability over time.

Principal Products or Services and Their Markets.

7 unchanged sentences

We believe that PCS' education programs deliver a unique, proven learning experience that:

Provide students with exciting and relevant activities that brings curriculum to life;

Develop essential critical thinking and problem-solving skills;

Prepare students for real-world career demands;

Build a strong foundation in technical literacy.

Provide s students with exciting and relevant activities that brings curriculum to life;

Develop s essential critical thinking and problem-solving skills;

Prepare s students for real-world career demands;

Build s a strong foundation in technical literacy.

Customers currently use our products to:

1 unchanged sentence

Provide opportunities for students to pursue their own interests and questions and make decisions about how they will find answers and solve problems;

Make learning relevant and useful to students by establishing connections to life outside the classroom, addressing real world concerns, and developing real world skills which are desired by todays employers, including the ability to work well with others, make thoughtful decisions, take initiative, and solve complex problems;

Make learning relevant and useful to students by establishing connections to life outside the classroom, addressing real world concerns, and developing real world skills that are desired by todays employers, including the ability to work well with others, make thoughtful decisions, take initiative, and solve complex problems;

Provide opportunities for teachers to build relationships with each other and with those in the larger community through sharing with other teachers, parents, mentors, and the business community who all have a stake in the student's education;

Provide exciting, hands-on, inquiry based instruction, which is aligned by standards produced by The National Science Teachers Association, the American Association for the Advancement of Science, Project 2061, the National Curriculum of the UK, the Core, Knowledge, Sequence, the National Association for the Education of Young Children (NAEYC), and many more depending on grade level or subject focus;

Provide exciting, hands-on, inquiry - based instruction, that is driven by the major standards movements in the United States including Common Core and Next Generation Science Standards.

Help increase test scores and understanding in STEM standards;

5 unchanged sentences

PCS Edventures!

Labs are a new program piloted in FY2013 designed to offer a unique, experiential STEM education program.

A space of approximately 1,000sf is turned into a high-tech lab for robotics, mechanical engineering, 3D modeling, computer programming, and manufacturing.

Organized through a sophisticated learning framework called the PCS Merit System, the curriculum is designed to prepare students to thrive in the 21 st century as they explore and master various topics in an environment that emphasizes the development of independent, higher order thinking skills.

The first PCS Edventures!

Lab is located in Boise and is attached to the corporate offices for R&D purposes.

Company owned site number two is scheduled to open in Eagle, Idaho, in June of 2014, and thereafter PCS is pursuing a licensing model to expand and scale the number of labs into additional communities.

The ThinkBug product line includes an Alphabet Builder Curriculum, a Number Builder Curriculum, PCS Big Bricks, and an optional mobile furniture unit.

Designed around the most current brain and block play research, ThinkBug brings a comprehensive manipulative based literacy and numeracy STEM solution to early childhood and kindergarten educators

PCS originally operated experiential learning centers throughout the Western U nited S tates .

Founded by a rural school teacher with a remarkable vision for providing students with hands-on, meaningful learning experiences, these centers were the origin of the learning philosophy and methodology embedded in all of PCS products, curriculum, and services.

PCS left the brick and mortar learning center business in the late 1990s to pursue the development of experiential curriculum and institutional products.

Today, PCS experience in hands-on STEM learning and learning centers , combined with its collective expertise and intellectual property in STEM, adaptive learning frameworks, and robotics provide the infrastructure to create a high energy, effective STEM learning environment that serve s as the basis for an expanded PCS business model.

This new business model aligns with major drivers and megatrends in the industry and positions PCS to become a global leader in a unique learning category adaptive, blended, STEM education.

PCS plans to seize the current business opportunity in the education industry through the STEM focused learning environments called EdventuresLabs augmented by a virtual community focused on experiential learning.

The labs will generate revenue streams through:

( 1) a virtual community for participants that will become a global network of experiential learners;

( 2) experiential learning classes designed to develop STEM and 21st century skills where students, grades 4-12, identify their talents and find their passion;

( 3) retail sales to consumers based on hands-on experience with the products in the learning centers;

( 4) a model lab showroom that will leverage the lessons learned from our direct sales efforts and from which improved and refined direct sales efforts can be conducted in strategic, educational markets;

( 5) licenses with private and public entities to implement these labs on their premises;

and (6 ) i nternational opportunities for licensing and expansion.

PCS BrickLab TM

3 unchanged sentences

PCS Professional Development STEM Institutes

The PCS STEM Institutes offer a 30 hour professional development program for elementary teachers that develops student-centered learning environments, improves student academic performance, promotes 21st century skills in students, and improves teacher comfort and competence in teaching science, technology, engineering, and mathematics (STEM) across the curriculum.

The PCS STEM I nstitutes offer a 30 hour professional development program for elementary teachers that develops student - centered learning environments, improves student academic performance, promotes 21st century skills in students, and improves teacher comfort and competence in teaching science, technology, engineering, and mathematics (STEM) across the curriculum.

Our institutes use products such as PCS Bricklab to make STEM education approachable, less intimidating, and easier for the teacher.

4 unchanged sentences

It is currently available in Elementary and Secondary versions for classrooms and afterschool programs.

This program is being upgraded in FY2016 and will migrate its media tools towards tablet platforms.

PCS Academy of Engineering

2 unchanged sentences

The current PCS Academy of Engineering product includes three primary volumes of mechanical engineering activities.

The Tech Ed configuration of the Academy of Engineering uses fischertechnik constructs for hands-on activities.

The PCS Academy of Engineering is currently marketed to middle and junior high schools.

As an introduction to PCS engineering programs, PCS offers a Discover Engineering package that bundles fischertechnik constructs with our new 3D interactive curriculum (3DIC) as a starter bundle for educators.

PCS Academy of Robotics

The PCS Academy of Robotics Lab is a STEM program that is scalable for various environments using 10 student modules that include hardware, software, lab furniture, and curriculum.

Using the PCS Academy of Robotics students develop, design, and produce exciting hands-on projects ranging from simple robotic automatons to advanced manufacturing simulations.

The current PCS Academy of Robotics product for the classroom setting includes three primary volumes of robotics curriculum covering the basics of mobility, structural integrity, motorization, end effectors, working envelopes, programming, sensor integration, and more.

In addition, three volumes of applied mathematics activities, Pre-Algebra, Algebra Book 1, and Algebra Book 2, have been developed to provide real world applications and illustrations of mathematics.

The Tech Ed configuration of the PCS Academy of Robotics uses fischertechnik constructs for hands-on activities.

Fischertechnik solutions are typically used in more rigorous applications at the high school or university level.

We also have the PCS Academy of Robotics Lab Afterschool Edition available.

With the use of LEGO® building elements, we have created an in-depth robotics program that was designed specifically for use in afterschool programs.

Using the PCS Academy of Robotics Afterschool Edition, students develop, design, and produce exciting hands-on projects ranging from simple robotic automatons to advanced manufacturing simulations.

Its a great way to introduce students outside the classroom to the importance of robotics and STEM, so they will look forward to these subjects within their regular school day.

PCS Academy of Robotics Labs include online assessment and support tools as well as access to an online competition framework that enables all lab students to share information and compete in exciting virtual challenges.

Also available is a smaller package called the Discover Robotics package, which bundles a starter inventory of manipulatives from fischertechnik with our curriculum, software, and robotics hardware at a lower price point.

We recommend our PCS Academy of Robotics (AOR) labs for students in grades 5-12.

In FY2015 PCS will release its new robotics hardware and software, the Brain 5.0 and Cortex 5.0.

This will provide an upgrade path to all existing customers, and provide an attractive entry level point for the many educators beginning to introduce robotics into the classroom.

PCS Robotics

The PCS Edventures Robotics system is comprised of The Brain, a highly versatile micro-controller and the Cortex, an engaging and easy-to-use programming environment that makes programming fun.

This system provides a naturally enabling platform for engaging students in a variety of areas including computer programming, physics, math, and other topics.

PCS Robotics products range from full - scale robotics lab implementations to its RiQ TM robot kit designed for home users .

PCS has specifically developed two curriculum models to accommodate instruction in both informal (afterschool) and formal (classroom) learning environments.

Industry research from the International Federation of Robotics reports 1.2MM entertainment and hobby robotics units sold in 2013, with over 7.5MM projected from 2014 to 2017.

The PCS Robotics system targets this market opportunity.

PCS Discover STEM Lab

3 unchanged sentences

PCS Summer Camps

PCS offers a variety of summer camp packages that provide a complete, turn-key summer camp solution for schools and afterschool programs.

PCS offers a variety of summer camp packages that provide a complete, turnkey summer camp solution for schools and afterschool programs.

Titles range from Farm to Table to Renewable Energy to the Physics of the Ninja and are popular for many organizations seeking a comprehensive curriculum and materials solutions for summer activities.

1 unchanged sentence

The educational market represents significant business opportunities in the US.

There are several segments within the educational market that can benefit from the products and services that PCS provides.

PCS has developed sales and marketing strategies to position the Company and its products to meet the needs of specific segments in the education market.

There is increasing focus and importance being placed on the role of technology in both public and private education.

Educators and parents are not only striving to integrate technology into the educational experiences of students, but also needing to increase students performance in technology-based subjects such as Engineering, Mathematics and Science, creating STEM.

Public schools are trying to increase their ability to deliver technology education effectively to students.

The increased value being placed on technology in the classroom has also led to an increase in growth for private, charter, and magnet school alternatives, because of their very nature, that can offer better programs for STEM education.

Growth of extended learning programs continues as well.

Federally funded STEM programs that include before, after and summer school programs have also remained an important educational focus and are also expected to meet demands for technology.

PCS core curriculum strength is based on STEM principles.

In order to increase market penetration and continued growth PCS has identified the following as key target markets:

1) Edventures!

Lab programs targeting the consumer

There are multiple segments within the educational market that can benefit from our products and services.

PCS has developed sales and marketing strategies to position the Company and its products to meet the needs of specific segments in the education market as follows:

Lab programs and products targeting home use (families and homeschoolers) .

K6 Programs for the elementary classroom .

Tech Ed Programs for grades 6-12 .

4) Afterschool Programs

5) Products and Services adapted to provide K-16 educational solutions for the international market

PCS understanding of the complexities of STEM subjects and our progressive methodologies give us a unique ability to deliver solutions for educators to meet the growing demands of teaching STEM and integrating technology into classrooms and afterschool settings.

Here is a briefing of our current Strategic Business Units (SBU) and their markets:

Lab Business Unit

PCS plans to utilize its IP and former experience as an owner/operator of experiential learning centers to establish a network of hands-on learning centers in the United States.

Students will study robotics, engineering, applied sciences, and other engaging and exciting subjects in an advanced afterschool program.

These centers will provide a valuable service to parents, students, and schools and will also serve as product showrooms to facilitate the sale of PCS programs and services into the surrounding school districts.

Additional revenue streams from virtual subscription services, retail point of sale, and direct school sales are also anticipated.

The first Edventures!

Lab is operating as an R&D facility attached to the Boise corporate offices at this time and our second facility will be opening in Eagle, Idaho in June of 2014.

K6 Strategic Business Unit

With over 50,000 public elementary schools alone, the elementary classroom in the United States represents one of the largest markets in the education industry.

We are expanding our sales channels to reach elementary teachers and district leaders in the U.S.

We are gaining great traction and believe we will continue to thrive throughout the years.

PCS K-6 programs for the elementary classroom consist of professional development and classroom resources that promote student centered learning, inquiry, and STEM topics.

K-6 products include ThinkBug, PCS BrickLab TM , PCS Academy of Engineering, PCS Academy of Robotics and Digital Media Labs.

Technical Education Strategic Business Unit

Targeting the domestic technical education marketplace, which has an estimated 22,081 programs in the U.S, the Tech Ed SBU offers STEM products that meet the needs of technology teachers servicing grades 7-12 providing pre-engineering, computer science, and robotics solutions.

With most educators and districts realizing the need for STEM education improvement, the Tech Ed SBU has a great product line to meet the markets needs.

A primary focus for the Tech Ed SBU is the exploding marketplace for robotics.

Markets for educational robotic kits at $27.5 million in 2007 are anticipated to reach $1.69 billion by 2014.

Tech Ed products include the PCS Academy of Engineering TM , PCSAcademy of Robotics, and PCS Digital Media Labs.

Afterschool Strategic Business Unit

Targeting the domestic afterschool marketplace, the PCS Afterschool SBU offers products that were specifically designed for the unique needs of the afterschool enrichment environment.

The market for afterschool programs in the United States is significant with specific market segments such as the Boys and Girls Clubs (4,000 sites) and the $1B 21 st Century Community Learning Centers program.

It continues to be one of our more successful markets and we believe that this trend will continue.

Afterschool products include the PCS BrickLab TM , Discover STEM Lab, the PCS Academy of Robotics afterschool version, MINDS-i packages with PCS robotics and the PCS Digital Media Labs.

International Strategic Business Unit

Internationally, PCS programs have a great deal of appeal from the perspective of STEM education needs, and also as a catalyst for developing student-centered learning environments that emphasize 21 st century skills such as problem solving, critical thinking, communications, and collaboration skills.

PCS continues to explore opportunities in foreign markets.

PCS takes great pride in being able to adapt its products to meet the diverse and unique needs of the international market place.

Afterschool Programs seeing informal and non-formal science programs .

K-1 2 STEM solutions for the international marke t .

Marketing and Other Agreements.

1 unchanged sentence

( ii ) In April , 2012, we entered into a distribution agreement with STEMfinity, an online source for a variety of STEM products.

STEMfinity has proven to be a reliable source of orders with sales over $35,000 during the fiscal year ending March 31, 2013 and with sales of $209K during FY2014.

STEMfinity has proven to be a reliable source of orders with sales over $ 35,000 FY 2013 , sales of $209 ,000 d uring FY2014 , and sales of $434,410 during FY2015 .

We have a close relationship with STEMfinity and anticipate these sales numbers to continue to grow.

(iii) In January of 2014 we entered into a reseller agreement with Priority Education Solutions of Vero Beach, FL who has four sales staff directed by Jim Hagadorn, focusing on the Florida region with plans to expand with additional staff into additional geography.

(iii) In January , 2014 we entered into a reseller agreement with Priority Education Solutions of Vero Beach, F lorida, wh ich has four sales staff members directed by Jim Hagadorn, focusing on the Florida region with plans to expand with additional staff into additional geograph ic location .

Distribution Methods of the Products or Services.

All products are drop shipped from the manufacturer or shipped through a preferred provider from our warehouse to the specified customer.

The majority of our products are consolidated or built in our warehouse facility then shipped to customers.

There are several vendors we work with that drop ship product for us.

Status of any Publicly Announced New Product or Service.

PCS continues to strengthen and develop the core line of STEM products and services.

During the course of FY2014:

PCS developed three new summer camp programs for Catapult (formerly Newton Learning).

PCS is in partnership discussion with Curious Media to collaboratively develop new educational software for its Discover Engineering kit and for its Discover Robotics kit.

During the course of FY2015 , PCS :

D eveloped three new summer camp prog rams for Catapult (formerly New ton Learning).

I n partnership with Curious Media , collaboratively develop ed new educational software for its Discover Engineering kit and for its Discover Robotics kit.

The new software brings cutting edge, tablet-based blended learning applications to the education market .

PCS developed and delivered a training academy program to Saudi Arabian science educators.

PCS developed and fulfilled a number of STEM outreach education modules to Tatweer for Education, a Saudi Arabian entity charged with executing Saudi Ministry of Education initiatives.

Competitive Business Conditions and the Small Business Issuer's Competitive Position in the Industry

and Methods of Competition.

I nvested in significant R&D to redesign the hardware for its PCS Robotics system releasing the new Brain 5.0 platform in FY2015.

D eveloped and delivered a training academy program to Saudi Arabian science educators.

D eveloped and fulfilled a number of STEM outreach education modules to Tatweer for Education, a Saudi Arabian entity charged with executing Saudi Ministry of Education initiatives.

Competitive Business Conditions , Competitive Position in the Industry and Methods of Competition.

The education industry is highly competitive, fragmented, and is rapidly evolving around the STEM disciplines.

We expect the industry to continue to undergo significant and rapid technology change.

The Nationwide economic difficulties continue to cause budget deficits, teacher layoffs, and program reductions, which may impede industry growth.

The Nationwide economic difficulties continue to cause budget deficits, teacher layoffs, and program reductions, all of which may impede industry growth.

Competitors in the STEM marketplace include a variety of publishers, technical education companies and non-profit solution , providers including VEX, Pitsco, LabVolt, Pasco, LEGO® Education, McGraw Hill and Project Lead the Way.

8 unchanged sentences

This research documents the effectiveness of the Bricklab Institute in improving teacher attitudes and their comfort level in conducting STEM activities in the elementary classroom.

The network of active teachers also provides PCS with a strong community of program advocates from which PCS can leverage and expand the program.

Th is network of active teachers also provides PCS with a strong community of program advocates from which we can leverage and expand the program.

Since elementary teachers are typically more comfortable with language arts than STEM topics, the BrickLab Institute provides a proven solution to a prevalent problem for elementary principals across the country.

4 unchanged sentences

With the release of our new Cortex v.

5.0, PCS will be the only K12 education company offering a tablet based programming environment for robotics.

5.0, PCS is the only K12 education company offering a tablet based programming environment for robotics.

We hope to maintain this competitive advantage through constant innovation of new and better enhancements to our programs.

Learning frameworks - Our unique learning framework is designed for managing and facilitating non-formal education provides us with in-house capabilities unavailable through other channels.

Learning framework s - Our unique learning framework is designed for managing and facilitating non-formal education and provides us with in-house capabilities unavailable through other channels.

Initially designed over a decade ago, the PCS Merit System is a non-formal learning framework that provides flexibility, adaptability, and a variety of unique characteristics that create a highly effective pedagogical model unavailable elsewhere.

Forward looking processes - Our forward looking educational development processes include mapping our curriculum and products against future trends such as the upcoming Next Generation Science Standards, the Common Core, and the NAEPs mandated technology and engineering literacy assessment to be implemented nationwide in the US in 2014.

Our use of the Internet as a delivery and support mechanism for the programs - By leveraging our expertise in experiential learning and our potential software partnership with Curious Media, PCS believes it can achieve the following significant advantages:

Forward looking processes - Our forward looking educational development processe s include mapping our curriculum and products against future trends such as the upcoming Next Generation Science Standards, the Common Core, and the NAEPs mandated technology and engineering literacy assessment implemented nationwide in the US in 2014.

Our use of the Internet as a delivery and support mechanism for the programs - By leveraging our expertise in experiential learning and our potential software partnership with Curious Media , we believes we can achieve the following significant advantages:

(1) a high level of program control and protection;

1 unchanged sentence

(3) a direct channel to our users who are migrating towards digital e-reading devices ;

and 4) a long term strategy that includes a high-margin subscription model for access to our digital educational services.

and ( 4) a long term strategy that includes a high-margin subscription model for access to our digital edu c ational services.

Each of these advantages provides tangible long-term benefits to the Company.

Organic expansion of program offerings - After implementing and proving a successful program model, PCS believes it can leverage its high level of customer satisfaction to expand current and additional programs designed to integrate seamlessly into the already deployed sites.

This creates a long-term growth strategy that includes new and residual sales to an ever-growing list of customers.

2 unchanged sentences

PCS believes the contiguous nature of its products creates a system that provides a competitive advantage over other companies who may have single product offerings or products with no systemic approach or plan.

This system begins at the PreK level and extends through college.

School districts seeking a systemic approach to STEM education will find the PCS approach comprehensive.

This system begins at the Pre - K level and extends through college.

School districts seeking a systemic approach to STEM education will find our PCS approach comprehensive.

Sources and Availability of Raw Materials and the Names of Principal Suppliers.

2 unchanged sentences

The following is a list of vendors for our key products:

I.B.A., MINDS-i, Fischertechnik, KNEX, Q-Smart Robot Technologies, Gratnells, Office Value and Ingram Micro.

I.B.A., fischertechnik , KNEX, Q - Smart Robot Technologies, and Gratnell .

We believe there are adequate sources for all raw materials required for manufacture of our products.

Dependence on One or a Few Major Customers.

In general, the PCS customer base is growing rapidly which will reduce dependence on what are emerging to be our major customers, however the following three are important to recognize:

1) Catapult Learning, formerly Edison Schools Newton Learning, is a significant customer, placing orders of $250K or more annually.

In FY2014 Catapult orders were $340K;

2) STEMfinity, a PCS reseller, has been growing steadily with orders of $35K in FY2013, and orders of $198K in FY2014;

In general, our customer base is growing rapidly that will reduce dependence on what are emerging to be our major customers , however the following three are important to recognize:

( 1) Catapult Learning, formerly Edison Schools Newton Learning, is a significant customer, placing orders of approximately $ 435 ,000 in FY2015 ;

( 2) STEMfinity, a PCS reseller, has been growing steadily with orders of approximately $ 4 3 4 ,000 in FY201 5 , and orders of approximately $ 198 ,000 in FY2014;

and ( 3) Tatweer Holding Company (THC) is a Riyadh based, government -owned company dedicated to education development in the Kingdom of Saudi Arabia.

PCS conducted $106K in business with THC in FY2013;

signed contracts for $793K in FY2014, and invoiced $168K to THC for FY2014 with additional materials related to these contracts invoicing in FY2015.

PCS conducted approximately $106 ,000 in business with THC in FY2013;

signed contracts for approximately $793 ,000 in FY2014, and invoiced approximately $ 9 71 ,000 to THC for FY201 5 , with additional sales related to these contracts invoicing in FY201 6 .

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration.

5 unchanged sentences

PCS holds registered trademarks and common law rights on numerous trademarks used in its business.

It also has filed trademark registration applications that are outstanding.

Although we believe that our products have been independently developed and that we do not infringe on any third party rights, third parties may, in the future, assert infringement claims against us.

We may be required to modify our products, trademarks, and/or technology or to obtain licenses to permit our continued use of those rights.

We may not be able to do so in a timely manner or upon reasonable terms and conditions and as such failure to do so could irreparably harm the Company and/or our operating results.

We currently have curriculum royalty agreements with GibsonTech.

The agreement with Gibson Tech, which was renewed in FY2012, is for cash royalty payments based on sales of our PCS Academy of Electronics product.

An agreement with Jackie DeLuna, that was for cash royalty payments based on sales of our Digital Photography lab product(s) expired March 31, 2012.

We may not be able to do so in a timely manner or upon reasonable terms and conditions and as such failure to do so could irreparably harm us and/or our operating results.

We currently have a development agreement compensated through a revenue share with Curious Media .

The agreement with Curious Media is for equity and cash revenue share/ royalty payments based on sales of our 3DIC and Cortex integrated product s .

Need for any Government Approval of Principal Products or Services.

2 unchanged sentences

Exchange Act .

We are subject to the following regulations of the Securities Exchange Act of 1934, as amended (the Exchange Act), and applicable securities laws, rules and regulations promulgated under the Exchange Act by the Securities and Exchange Commission (the SEC).

We are subject to the following regulations of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and applicable securities laws, rules and regulations promulgated under the Exchange Act by the SEC.

Compliance with these requirements of the Exchange Act also substantially increases our legal and accounting costs.

Smaller Reporting Company.

We are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC, as a smaller reporting company. That designation will relieve us of some of the informational requirements of Regulation S-K.

We are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC , as a smaller reporting company , including, but not limited to, a scaled down description of our business in SEC filings;

no requirement to include risk factors in Exchange Act filings;

no requirement to include certain selected financial data and supplementary financial information in SEC filings;

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we file under the Exchange Act;

and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding shareholder approval of any golden parachute payments not previously approved.

This designation relieves us of some of the informational requirements of SEC Regulation S-K, and may reduce our regulatory operating costs and expenses.

Sarbanes-Oxley Act

8 unchanged sentences

and establishes a federal crime of securities fraud, among other provisions.

Compliance with the requirements of the Sarbanes-Oxley Act substantially increases our legal and accounting costs.

Reporting Obligations.

Compliance with the requirements of the Sarbanes - Oxley Act substantially increase s our legal and accounting costs.

Exchange Act Reporting Obligations.

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A.

Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require our Company to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14;

preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

Matters submitted to shareholders a t a special or annual meeting or pursuant to a written consent of shareholders will require us to provide our shareholders with the information outlined in Schedule 14A (where proxies are solicited) or Schedule 14C (where shareholder consents in writing to the action have already been received or are anticipated to be received) of Regulation 14 , as applicable ;

and preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our shareholders .

Actions taken under 14C requirements are customarily not effective until 21 days after the mailing to shareholders.

We will also be required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control;

4 unchanged sentences

Number of Total Employees and Number of Full Time Employees.

We employ approximately thirteen full-time employees.

Premiere Science Inc does not currently have any active operations and does not employ any employees at this time.

We will hire part-time and additional full-time employees on an as-needed basis.

We employ approximately 13 full-time employees .

Premiere Science , Inc .

does not currently have any active operations and does not employ any employees at this time.

We hire part-time and additional full-time employees on an as-needed basis.

We have not experienced a shortage of qualified employees.

1 unchanged sentence

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

What changed 10-K

Item 1. Business