What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2015-06-16 compared with 2014-06-30 · 638 added, 763 removed, 698 unchanged (67% of the section changed)

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Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of March 31, 2014 and March 31, 2013

Consolidated Statements of Operations for the years ended March 31, 2014 and 2013

Consolidated Statements of Stockholders' Equity for the years ended March 31, 2014 and 2013

Consolidated Statements of Cash Flows for the years ended March 31, 2014 and 2013

Notes to Consolidated Financial Statements

Balance Sheets as of March 31, 201 5 and March 31, 20 1 4

Statements of Operations for the years ended March 31, 201 5 and 20 1 4

Statements of Stockholders' Equity for the years ended March 31, 201 5 and 20 1 4

Statements of Cash Flows for the years ended March 31, 201 5 and 20 1 4

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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PCS Edventures!.com, Inc.

and Subsidiary

We have audited the accompanying consolidated balance sheets of PCS Edventures!.com, Inc.

and Subsidiary (the Company) as of March 31, 2014 and 2013 and the related statements of operations, shareholders' equity and cash flows for the years then ended.

We have audited the accompanying balance sheets of PCS Edventures!.com, Inc.

(the Company) as of March 31, 201 5 and 201 4 and the related statements of operations, shareholders' equity and cash flows for the years then ended.

These financial statements are the responsibility of the Company's management.

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PCS EDVENTURES!.COM, INC.

AND SUBSIDIARY

Consolidated Balance Sheets (USD $)

Balance Sheets (USD $)

As of March 31,

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Other receivable

Discontinued assets

Account receivable

Prepaid expenses

Other receivable

Total Current Assets

FIXED ASSETS, net of accumulated depreciation of$ 118,005

and $ 99,290 , respectively

FIXED ASSETS, net of accumulated depreciation of $ 144,821 and $ 118,005 , respectively

Note Receivable net of allowance ($ 47,998)

Total Other Assets

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Deferred revenue

Note payable, convertible, related party, net discoun t of $ 0

as of March 31, 2014 and 2013

Note payable, related party

Note payable, convertible, related party, net discount of $ 24,063 and $ 0 as of March 31, 2015 and 2014 respectively

Note payable, related party, net discount of $ 38,184 and $ 0 as of March 31, 2015 and 2014 respectively

Lines of credit payable

Discontinued liabilities associated with discontinued assets

Account payables

Payroll liabilities

Total Current Liabilities

Notes payable, related party, long term

Notes payable, long term, convertible, net discount of $ 4,693

and $ 7,333 as of March 31, 2014 and 2013, respectively

Notes payable, convertible, related party, long term, net

of discount of $ 315,721 and $ 18,737 , as of March 31, 2014

and 2013, respectively

Notes payable, long term, convertible, net discount of $ 0 and $ 7,333 as of March 31, 2015 and 2014, respectively

Notes payable, convertible, related party, long term, net of discount of $ 0 and $ 315,721 , as of March 31, 2015 and 2014, respectively

Total Liabilities

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Stock payable

Accumulated comprehensive loss

Accumulated deficit

Total Stockholders' Equity

Total Stockholders' Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

PCS EDVENTURES!.COM, INC.

AND SUBSIDIARY

Consolidated Statements of Operations (USD $)

Statements of Operations (USD $)

For the years ended March 31,

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Learning Center revenue

License revenue

License & Royalty revenue

International revenue

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Interest expense

Other expense derivative

Total Other Income and Expenses

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NET COMPREHENSIVE LOSS

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET LOSS ATTRIBUTABLE TO COMMON

Basic and diluted loss per share from continuing operations

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Weighted Average Number of Shares Outstanding, Basic and Diluted

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these f inancial statements .

PCS EDVENTURES!.COM, INC.

Consolidated Statements of Stockholders' Equity (Deficit) (USD $)

Statements of Stockholders' Equity (Deficit) (USD $)

# of Common Shares O/S

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Accumulated Deficit

Other Comprehensive Income

Comprehensive

Total Stockholders' Equity

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Common Stock for RSU's

RSU's forfeitures

Conversion of notes payable

Option Expense

Change in derivative liability

Discontinued Operations

Debt discount

Extension of warrants

Foreign currency translation

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Common stock for services

Common stock cancelled

Common stock for bonuses

Common Stock for RSU's

Common Stock for Legal Settlement

RSU's forfeitures

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Option Expense

Discontinued operations

Related Party Debt Forgiveness

Debt discount

Foreign currency translation

Balance at 03/31/201 5

The accompanying notes are an integral part of these financial statements.

PCS EDVENTURES!.COM, INC.

AND SUBSIDIARY

Consolidated Statements of Cash Flows (USD $)

Statements of Cash Flows (USD $)

For the years ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash provided (used) by operating activities

Deemed dividend

Change in fair value of derivative liability

Adjustments to reconcile net loss to net cash provided (used) by

operating activities

Stock on Settlement

Debt discount amortization

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Amortization of fair value of stock options

Bad debt expense

Bad debt expense (Gain on Collection of Bad Debt)

(Increase) decrease in inventories reserve

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(Increase) decrease in other current assets

(Increase) decrease in other assets

(Decrease) increase in accounts payable and accrued liabilities

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Principal payments on debt - related party

Principal payments on debt

Proceeds from notes payable - related party, convertible

Net Cash Provided by Financing Activities

Foreign currency translation

Net Decrease in Cash

Net Increase (Decrease) in Cash

Cash at Beginning of Year

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PCS EDVENTURES!.COM, INC.

AND SUBSIDIARY

Consolidated Statements of Cash Flows (USD $)

Statements of Cash Flows (USD $)

For the years ended March 31,

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Debt discount

Adjustment of derivative liability due to debt conversion

Debt Forgiveness

Sale of subsidiary

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CASH PAID FOR:

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

PCS EDVENTURES!.COM, INC.

AND SUBSIDIARY

Notes to the Consolidated Financial Statements

Notes to the Financial Statements

March 31, 2015 and 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The consolidated financial statements presented are those of PCS Edventures!.com, Inc., an Idaho corporation, and its wholly owned subsidiary, PCS LabMentors, Ltd., a Canadian company (collectively, the Company).

On July 31, 2013, the Company signed a Memorandum of Understanding with a Canadian company owned by Joseph Khoury (JAK) proposing a purchase agreement in which JAK shall purchase LabMentors from PCS for USD $ 150,000 .

This sale was finalized during the period ending September 30, 2013.

(see NOTE 18)

The financial statements presented are those of PCS Edventures!.com, Inc., an Idaho corporation (PCS or the Company).

On August 3, 1994, PCS Education Systems, Inc.

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became a wholly-owned subsidiary of PCS.

In the late 1990s, the Company divested the stand-alone learning labs to focus more on a hands-on module coupled with web-based technology for use in the classroom.

In the late 1990s, the Company divested the stand-alone learning labs to focus on the creation of turn-key lab modules coupled with web-based technology for use in the classroom and afterschool programs.

On March 27, 2000, PCS changed its name from PCS Education Systems, Inc.

to PCS Edventures!.com, Inc.

On September 26, 2014, the shareholders voted for the proposal to grant the Board of Directors the authority to change the name of the Company in a fashion that will remove the .com, but retain the current brand.

On November 30, 2005, PCS entered into an agreement with 511092 N.B.

LTD., a Canadian corporation (LabMentors), to exchange PCS common stock for common stock of 511092 N.B.

as disclosed in the 8-K as filed with the Securities and Exchange Commission (the SEC) on December 9, 2005 and amended on February 15, 2006.

As a result of the definitive Share Exchange Agreement, 511092 N.B.

became a wholly owned subsidiary of the Company.

LTD., which exchange was completed in December, 2005, with LabMentors becoming a wholly-owned subsidiary.

In December 2005, the name of this subsidiary was formally changed to PCS LabMentors, Ltd.

The Company divested the wholly owned subsidiary in August of 2013 .

On January 31, 2013, PCS Edventures!.com, Inc.

formed a subsidiary called Premiere Science Inc.

incorporated and registered in the State of Idaho.

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

and was formed to use as an additional sales and marketing tool to gain other business opportunities.

There were no operations for the subsidiary during the fiscal years ended March 31, 2013 and March 31, 2014.

(See Note 17) The Company divested Labmentors, the wholly owned subsidiary, in August of 2013.

In January, 2012, the Company committed to a business plan enhancement, which included the opening, operating, and licensing of EdventuresLab private learning centers and launched a pilot program in the spring of 2012.

As of June 30, 2014, two EdventuresLab programs had been opened and were operating in the Idaho Treasure Valley.

On January 31, 2013, PCS formed a subsidiary called Premiere Science, Inc., incorporated and registered in the State of Idaho.

The subsidiary is 100 % wholly-owned by the Company and was formed to use as an additional sales and marketing tool to gain other business opportunities.

There were no operations for this subsidiary during the fiscal years ended March 31, 2015 and 2014.

NOTE 2 GOING CONCERN

The Companys consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The established sources of revenues are not sufficient to cover the Companys operating costs.

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Managements plans with respect to alleviating this adverse position are as follows:

During the fiscal year ended March 31, 2014 , PCS continued its transition to more effective marketing and sales strategies including focused targeting of afterschool markets and building a personal sales force to penetrate the classroom market.

PCS doubled its field sales force in Q3 and Q4 and plans to continue this expansion in FY2015.

PCS also recognizes that its experience in operating learning centers creates a unique opportunity to supplement the current PCS business model through opening learning centers through licensing arrangements that will facilitate fast growth.

This approach combines PCS expertise in experiential learning with its considerable store of intellectual property comprised of learning frameworks, content, proprietary hardware, and software developed over the past two decades while increasing the throughput of our existing direct sales efforts.

This marketing approach will incorporate the large body of PCS intellectual property into an afterschool program that families will pay tuition to attend.

The business plan proposes the continued promotion and growth of the PCS Learning Center to further demonstrate proof of the concept, and the opening of a second learning center in the Boise market in FY2015.

The premise of the business plan is two-fold:

1) learning center revenues will be more consistent and predictable for the Company to plan and manage cash and growth;

and 2) an established network of learning centers will serve as highly effective showrooms for sales of PCS products and services into neighboring districts.

Also of note, close partnerships with schools provide an opportunity to test and improve PCS products on a regular basis.

Also related to the learning center business, PCS signed a license and royalty agreement with Creya Learning of India (CL).

CL will use PCS content and support services to implement experiential learning curriculums into Indian schools and to build out a network of experiential learning centers in India that will function as premier afterschool locations as well as product showrooms.

PCS, as part of the agreement, will receive ongoing royalties on the tuition charged to students attending PCS based programs.

Also, in Q3, FY2014, PCS was awarded a $ 660 K base contract for the development of STEM outreach programs by Tatweer Holding Company (THC) of Saudi Arabia and in Q4, PCS was awarded a $ 133 K STEM training contract by THC.

PCS continues to pursue additional international opportunities to offset the continued challenges to the domestic economy and to take advantage of global market needs for PCS type products and services.

Product development in FY2014 has focused on continued improvements and refinements to PCS products and curriculum, primarily engineering with its new 3D interactive curriculum and with PCS Robotics related materials as we pursue an aggressive upgrade strategy with our hardware and software.

Executive management continues in its conviction that the K12 educational robotics market represents a viable market opportunity for PCS.

During the quarter ended March 31, 2014 , revenue was $ 707,147 up 54 % from the same quarter last year, the Company had a net loss of ($ 202,467 ), compared to a loss of ($ 260,247 ) in the same quarter last year which was a significant improvement.

Revenue for the twelve months ended March 31, 2014, were $ 1,855,711 , a decrease of 33 % compared to the same period in the prior year.

Net loss for the twelve month period ended March 31, 2014 was ($ 961,215 ).

Net loss for the same period of the prior year, after the derivative charge of $ 78,408 for the change in fair value of the derivatives related to a portion of our debt (see Note 8 and 9) was ($ 671,565 ).

Cash flow from operations for the twelve months ended was $( 1,122,778 ).

While the efforts put in by management and the entire employee team are beginning to be realized, as illustrated by the improved results during the fiscal quarter ending March 31, 2014 , the ability of the Company to continue as a going concern is dependent upon our ability to successfully accomplish the plans described to raise capital as needed, to continue to monitor and reduce overhead costs, and to attain profitable operations.

The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

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 licenses.

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

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

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

We will 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) revenue generation through afterschool and summer course fees;

(3) revenue through licensing EdventuresLab curriculum and methods;

and (4) revenues from STEM retail products.

We believe e-commerce sales of kits associated with STEM learning targeting the families of students attending the centers as well as the larger home retail market will provide a consistent, dependable boost in 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.

Revenue for the twelve months ended March 31, 2015, was $ 2,901,113 , an increase of 56 % compared to the same period in the prior year.

Net loss from continuing operations for the 12 month period ended March 31, 2015 was ($ 1,447,820 ).

Net loss for the same period of the prior year, was ($ 930,635 ).

Cash flow from operations for the 12 months ended was March 31, 2015 was ($ 904,467 ), compared to ($ 1,122,778 ) for the prior twelve months ended March 31, 2014.

While the efforts put in by management and the entire employee team are beginning to be realized, as illustrated by the improved revenues during the fiscal year ending March 31, 2015, the ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described to raise capital as needed, to continue to monitor and reduce overhead costs, and to attain profitable operations.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 OTHER RECEIVABLES

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Total Other Receivable

The Company paid for a contractors international travel to present PCS in conjunction with Robert Grover for qualification with Tatweer Holding Company of Saudi Arabia in a Kingdom of Saudi Arabia tender competition.

In FY 2014, the Company paid for a contractors international travel to present PCS in conjunction with Robert Grover for qualification with Tatweer Holding Company of Saudi Arabia in a Kingdom of Saudi Arabia tender competition.

PCS did not attain that specific contract.

Collection of the receivable was unsuccessful and the $ 3,424 was taken to bad debt expense.

In FY 2012, the Company entered into a license and royalty agreement with Creya Learning.

As part of that agreement, Creya Learning prepaid $ 25,000 in royalty fees.

That prepayment has been exhausted, leaving Creya Learning with a $3,236 royalty balance outstanding with PCS recorded as Other Receivable as of March 31, 2015.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company's consolidated financial statements are prepared using the accrual method of accounting.

The Company's financial statements are prepared using the accrual method of accounting.

The Company has elected a March 31 year-end.

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The Company does not require collateral from its customers.

The Company has established an allowance for doubtful accounts of $ 4,063 and $ 2,669 for the years ended March 31, 2014 and 2013 , respectively.

During one of the last two fiscal years ending March 31, 2014 and March 31, 2013, the following major customers exceeded 10 % of revenue:

The Company has established an allowance for doubtful accounts of $ 3,184 and $ 4,063 for the fiscal years ended March 31, 2015 and 2014, respectively.

During one of the last two fiscal years ended March 31, 2015 and March 31, 2014, the following major customers exceeded 10% of revenue:

For the Years Ended

Catapult Learning

Major customers accounts receivable near or greater than 10 % of total accounts receivable at March 31, 2014 and March 31, 2013, were as follows:

Major customer accounts receivable near or greater than 10% of total accounts receivable at March 31, 2015 and March 31, 2014, were as follows:

For the Years Ended

Catapult Learning

Foreign Currency Translation

The functional currency of our subsidiary is considered the local currency.

Our PCS LabMentors' subsidiary has a functional currency in Canadian dollars (CAD).

The subsidiarys financial statements have been translated into US dollars in accordance with generally accepted accounting principles regarding foreign currency translation.

Our former LabMentors' subsidiary had a functional currency in Canadian dollars (CAD).

The subsidiarys financial statements have been translated into US dollars in accordance with generally accepted accounting principles regarding foreign currency translation, as applicable.

All assets and liabilities are translated at the exchange rate on the balance sheet date and all revenues and expenditures are translated at the average rate for the period.

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Through this, all of the Companys financial documents are stated within the functional currency of the parent company, which is the United States dollar (USD).

In accordance with generally accepted accounting principles regarding the presentation of the Statement of Cash Flows, the cash flows of the subsidiary are translated using the weighted average exchange rates during the respective period.

As a result, amounts in the statement of cash flows related to changes in assets and liabilities will not necessarily agree with the changes in the corresponding balances on the balance sheet that was translated at the exchange rate at the end of the period.

In accordance with generally accepted accounting principles regarding the presentation of the Statement of Cash Flows, the cash flows of the Canadian subsidiary, LabMentors, was translated using the weighted average exchange rates during the respective period.

As a result, amounts in the statement of cash flows related to changes in assets and liabilities wwould not necessarily agree with the changes in the corresponding balances on the balance sheet that was translated at the exchange rate at the end of the period.

The Company divested Labmentors, the wholly owned subsidiary, in August of 2013.

There was no foreign currency translation recognized in fiscal year 2015.

(See Note 17)

Fair Value of Financial Instruments

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Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of March 31, 2014 .

The derivative liability ended on January 14, 2013 when the promissory note was repaid in full.

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheet as of March 31, 2015.

Fair Value Measurements at March 31, 2015

Derivative Liabilities *

The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2014, on a non-recurring basis:

Fair Value Measurements at March 31, 2014

Derivative Liabilities *

*The derivative liability ended on January 14, 2013 when the promissory note was repaid in full.

The standard issued by the FASB concerning the fair value option for financial assets and liabilities became effective for the Company on January 1, 2008.

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As such, revenue is amortized and recorded over the life of the contractual license, in accordance with generally accepted accounting standards.

Business Combinations

There were no business combinations during the fiscal years ended March 31, 2014 and 2013 .

Principles of Consolidation

The accompanying consolidated financial statements consolidate the accounts of the parent company and its wholly owned subsidiaries.

All significant inter-company accounts and transactions have been eliminated through consolidation.

Provision for Income Taxes

Provision for Inco me Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

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NOL carryover

Accumulated depreciation

Deferred revenue

Accrued expenses

Unearned revenue

Allowance for Bad Debt

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At March 31, 2015 the Company had a net operating loss carry-forward of approximately $ 12,737,874 that may be offset against future taxable income.

No tax benefit has been reported in the March 31, 2014 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount .

No tax benefit has been reported in the March 31, 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forward for Federal income tax reporting purposes are subject to annual limitations.

Should a change in ownership occur, the net operating loss carry-forward may be limited as to use in future years.

The Company and its subsidiary file income tax returns in the United States, Canada, the State of Idaho and the State of California.

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 years.

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The Companys policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Canadian tax laws allow a company to recoup a significant amount of research and development costs.

As a result, the Company has continued to conduct its research and development within Fredericton, New Brunswick and continue to apply for such tax incentives.

In addition, income taxes are/will be prepared in accordance with Revenue Canada guidelines so as to maximize additional incentives, when available.

Basic Loss Per Share

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Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No .

2013 - 02 , Comprehensive Income (Topic 220 ):

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , to improve the transparency of reporting these reclassifications.

Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period.

Those gains and losses are later reclassified out of accumulated other comprehensive income into net income.

The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements.

All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S.

The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S.

GAAP to be reclassified to net income in its entirety in the same reporting period;

- Cross-reference to other disclosures currently required under U.S.

GAAP for other reclassification items (that are not required under U.S.

GAAP) to be reclassified directly to net income in their entirety in the same reporting period.

This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income.

Public companies are required to comply with these amendments for all reporting periods (interim and annual).

The amendments are effective for reporting periods beginning after December 15, 2012 , for public companies.

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (FASB) issued an accounting standards update which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income.

The update requires entities to disclose additional information about reclassification adjustments, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income.

The update was effective for the Company in the first quarter of 2013.

The update primarily impacted our disclosures and did not have a material impact on our financial position, results of operations or cash flows.

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

In July 2013, the FASB issued an accounting standards update which requires an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability.

The update was effective in the first quarter of 2014.

The update did not have a material impact on the Companys financial position, results of operations or cash flows.

Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period

In June 2014, the FASB issued an accounting standard which provides new guidance that requires share-based compensation to meet a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition.

As such, the performance target should not be reflected in estimating the grant-date fair value of the award.

Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.

If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period.

The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest.

The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved.

This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015.

Early adoption is permitted.

The adoption of ASU No .

2013 - 02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No .

2013 - 01 , Balance Sheet (Topic 210 ):

Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011 - 11 .

The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011 - 11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users.

In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S.

GAAP and those prepared under IFRSs.

Like ASU 2011 - 11 , the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013 .

Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are

outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter.

The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities

In June 2014, the FASB issued guidance to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities.

The amendments in this update remove all incremental financial reporting requirements from U.S.

GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information.

The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk.

The amendments to eliminate that exception simplify U.S.

GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities.

The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively.

For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

Early adoption is permitted.

The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern

In August 2014, the FASB issued an accounting standard that requires management to assess an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S.

auditing standards.

Specifically, the standard (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

The standard in this Update is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.

Early application is permitted.

The adoption of ASU 2014-15 is not expected to have a material impact on our financial position or results of operations.

Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity

In November 2014, the FASB issued new guidance for determining when separation of certain embedded derivative features in a hybrid inancial instrument is required.

That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria.

The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share.

The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective.

Retrospective application is permitted to all relevant prior periods.

The adoption of ASU 2014-16 is not expected to have a material impact on our financial position or results of operations.

Pushdown Accounting

In November 2014, the FASB issued guidance to provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity.

After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event.

However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

The amendments in this Update are effective on November 18, 2014.

The adoption of ASU 2014-17 is not expected to have a material impact on our financial position or results of operations.

Educational Software

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If the undiscounted cash flows are less than the carrying amounts, impairment exists and future cash flows are discounted at an appropriate rate and compared to the carrying amounts of the purchased intangibles to determine the amount of the impairment.

During fiscal year ending March 31, 2012 , the Company reassessed the acquired assets and recognized $ 92,468 of impairment of intangible assets pertaining to the education software acquired with and subsequently developed at LabMentors.

No additions or changes occurred during fiscal year ending March 31, 2013.

No additions or changes occurred during fiscal year ending March 31, 2014.

Intellectual Property

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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, KNEX manipulatives, fischertechnik® manipulatives, Eduwise manipulatives, LEGO® manipulatives, digital media equipment, furniture units, curriculum, blocks, PCS Academy of Science TM science kits, poster packs, and other miscellaneous items used in our various labs.

These items include, but are not limited to, KNEX manipulatives, fischertechnik® manipulatives, IBA manipulatives, LEGO® manipulatives, digital media equipment, furniture units, curriculum, blocks, poster packs, and other miscellaneous items used in our various labs.

Our inventory is carried at the lower of cost or market and valued using the average cost method for each item.

In addition, we have established a reserve for obsolete and slow moving items.

Stock Options and Stock Grants

In addition, we have established a reserve of $ 13,265 for obsolete and slow moving items.

Stock Options and S tock G rants

Effective January 1, 2006, the Company accounts for stock issued for employee benefits and goods and services received from non-employees in accordance with generally accepted accounting standards.

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These instruments have been valued using the Black-Scholes model and are fully detailed in Note 12.

Derivative Financial Instruments

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments.

The Company utilizes various types of financing to fund our business needs, including preferred stock with warrants attached and other instruments not indexed to our stock.

The Company is required to record its derivative instruments at their fair value.

Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815 .

The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model.

NOTE 5 - PREPAID EXPENSES

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Fixed Asset depreciation expense for the years ended March 31, 2015 and 2014 was $ 26,816 and $ 18,715 , respectively.

NOTE 7 - COMMON AND PREFERRED STOCK TRANSACTIONS

During the fiscal year ended March 31, 2013 the Company issued 134,096 shares of common stock as additional compensation to employees.

The per share value ranged from $ 0.038 to $ 0.15 for a net value of $ 7,152 based on the closing price of the Companys common stock on the date of grant.

Of the 134,096 shares issued 48,522 were issued in payment of amounts accrued as of March 31, 2012, with a value of $ 2,426 .

During the fiscal year ended March 31, 2013 , the Company issued 777,069 shares of common stock for services.

The per share value ranged from $ 0.04 to $ 0.20 for a net value of $ 44,448 based on the closing price of the Companys common stock on the date of grant.

Of the 777,069 shares issued, 329,627 were issued in payment of amounts accrued at March 31, 2012 with a value of $ 16,481 .

As of March 31, 2012, shares payable in the amount of $ 1,040 has been accrued, representing 26,000 shares that will be issued in future periods.

During the fiscal year ended March 31, 2013 , the Company issued 658,343 shares of common stock as a bonus to employees.

The per share value ranged from $ 0.04 to $ 0.11 for a net value of $ 47,001 based on the closing price of the Companys common stock on the date of grant.

Of the 658,343 shares issued, the Company granted 200,000 shares of restricted stock to an officer during fiscal year 2012 .

The Shares are immediately forfeited if the officer is not an employee of the Company at the date that Rule 144 of the current rules of the Securities and Exchange Commission provides that the restrictions are removed and the restricted stock may be registered or otherwise qualified for sale.

The stock certificate was issued in October 2012 and was held at PCS until the shares fully vested in April 2012.

The shares vested over a six -month period and are valued at $ 0.11 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

The value of the shares was amortized over the vesting period in the amount of $ 3,667 per month.

$ 18,335 was expensed during fiscal year ended March 31, 2012 and the balance, $ 3,667 was expensed during fiscal year ending March 31, 2013 at which time the certificate was released.

During the fiscal year ended March 31, 2013 , the Company recognized $ 54,000 of restricted stock units payable to non-management directors for services rendered at a rate of one share of common stock for each restricted stock unit.

Each restricted stock unit is valued at $ 0.20 , based on the closing price of the Companys common stock at the date of grant.

These agreements call for payment of current year director fees via issuance of restricted stock units over a vesting period of not less than twelve months, and require continued service for twelve months and reelection at the next annual shareholder meeting.

These directors were reelected at the Annual Meeting on September 28, 2012 and the shares are fully vested and have been issued to those directors who chose not to defer their compensation.

RSU Payable was decreased by $ 90,000 .

$ 60,000 was recorded to common stock for the issuances in December 2012, which represent 300,000 shares of common stock.

For the directors who chose to defer payment an entry was made to book fair market value of the RSU, in which $ 21,000 was recorded to Common Stock and $ 9,000 was reclassified to stock payable.

During the fiscal year ending March 31, 2013 , the Company issued 2,535,001 shares of common stock for the conversion of promissory notes issued to private investors.

The price per share value ranged from $ 0.02 to $ 0.05 for a net value of $ 97,296 .

Due to conversion within the terms of the note, no gain or loss was recorded as a result of the conversion.

During the fiscal year ending March 31, 2013 , the Company recognized $ 7,977 in debt discount as an increase to stockholders equity pursuant to the terms of convertible promissory notes issued with attached warrants.

The debt discount consists of a beneficial conversion feature and attached warrants.

During the fiscal year ended March 31, 2013 , the Company expensed amounts related to stock options and warrants granted in the current period as well as prior periods valued at $ 82,700 .

During the fiscal year ended March 31, 2013 , the Company expensed amounts related to the change is derivative liabilities in the amount of 190,837 as an increase in stockholders equity due to conversion of convertible notes payable.

See note 8 and 9 .

During the fiscal year ended March 31, 2013 , the Company expensed 8,236 related to a deemed dividend that was generated during the September 30, 2013 quarter for the expiration date extension of the warrants issued in consideration for the promissory note extensions, which resulted in a deemed dividend of $ 8,236 consistent with current accounting guidance.

The deemed dividend was valued using the Black-Scholes model.

NOTE 7 - COMMON AND PREFERRED STOCK TRANSACTION S

During the fiscal year ended March 31, 2014, the Company granted 135,000 shares of common stock as bonus to employees.

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The debt discount consists of a beneficial conversion feature on a $ 260,000 and $ 150,000 and 25,000 , long-term convertible notes payable.

During the fiscal year ended March 31, 2015, the Company issued 1,750,000 shares of common stock for services.

The per share value ranged from $ 0.05 to $ 0.06 for a net value of $ 97,500 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ended March 31, 2015, the Company granted 170,000 shares of common stock as bonus to employees.

The per share value ranged from $ 0.04 to $ 0.052 for a net value of $ 8,160 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ended March 31, 2015, the Company recognized $ 26,911 of restricted stock units payable to non-management directors for services rendered at a rate of one share of common stock for each restricted stock unit.

Each restricted stock unit is valued at $ 0.055 , based on the closing price of the Companys common stock at the date of grant.

One non-management director resigned in June 2014, forfeiting his restricted stock units payable.

The remaining directors were reelected at the Annual Meeting in September 2014 and the shares are fully vested and have been issued to those directors who chose not to defer their compensation.

$ 26,911 was recorded to common stock for the issuances in March 2015.

The total number of shares of common stock issued for RSUs is 489,286 .

Restricted stock units payable were accrued of $ 12,117 as of March 31, 2015, representing shares that will be issued in future periods.

During the fiscal year ending March 31, 2015, the Company issued 18,455,666 shares of common stock for the conversion of promissory notes issued to private investors.

The price per share value range of $ 0.03 to $ 0.06 resulted in a net value of $ 696,374 .

Due to conversion within the terms of the note, no gain or loss was recorded as a result of the conversion

During the fiscal year ended March 31, 2015, the Company expensed amounts related to stock options and warrants granted in the current period as well as prior periods valued at $ 17,161 .

During the fiscal year ended March 31, 2015, the Company settlement in an employment contract mediation for issuance of 400,000 shares of common stock.

The per share value of $ 0.055 , a net value of $ 22,000 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ending March 31, 2015, the Company granted 80,000 shares of common stock to employees.

The per share value of range of $0.04 to $0.05, a net value of $ 3,600 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ending March 31, 2015, the Company recognized $ 50,000 in debt discount as an increase to stockholders equity pursuant to the terms of convertible promissory notes.

The debt discount consists of a beneficial conversion feature on a $ 200,000 , related party, long-term convertible note payable.

During the fiscal year ending March 31, 2015, the Company recognized $ 66,717 in debt discount as an increase to stockholders equity pursuant to the terms of convertible promissory notes.

The debt discount consists of warrants attached with a $ 400,000 , related party, short-term note payable.

During the fiscal year ending March 31, 2015, the Company recognized $ 19,510 in debt forgiveness related to the December 30, 2011 note payable in the amount of $ 30,000 .

This note was satisfied as of March 31, 2015 with a principle payment of $ 20,000 .

The remaining principle of $ 10,000 and accrued interest of $ 9,510 were taken to Additional Paid In Capital.

Due to related party relationship, the Company recorded such balance as an increase to stockholders equity.

Preferred Stock

The Company has 20,000,000 authorized shares of preferred stock.

As of March 31, 2014 there are no preferred shares issued or outstanding.

As of March 31, 2015 and 2014, there are no preferred shares issued or outstanding.

NOTE 8 - NOTES PAYABLE

Notes payable consisted of the following at March 31, 2015 and March 31, 2014

Short Term Convertible Note, net discount of $ 0 as of

March 31, 2014 and 2013 .

Short Term Note Payable, Related Party

Short Term Convertible Note, net discount of $ 0 as of March 31, 2015 and 2014

Short Term Convertible Note, Related Party net discount of $ 24,063 and $ 0 as of March 31, 2015 and 2014.

Short Term Note Payable, Related Party, net discount of $ 38,184 and $ 0 as of March 31, 2015 and 2014 respectively

Line of Credit

Long Term Note Payable, Related Party

Long Term Convertible Note, net discount of $ 4,693 and

$ 7,333 as of March 31, 2014 and 2013 , respectively

Long Term Convertible Note, Related Party, net discount of

$ 315,721 and $ 18,737 as of March 31, 2014 and 2013 ,

Long Term Convertible Note, net discount of $ 0 and $ 7,333 as of March 31, 2015 and 2014, respectively

Long Term Convertible Note, Related Party, net discount of $ 0 and $ 315,721 as of March 31, 2015 and 2014, respectively

Total Notes Payable

On July 3, 2012 , the Company entered into a promissory note in the amount of $ 10,000 .

The note bears interest at fifteen percent ( 15 %) per annum and was due on September 2, 2012.

On July 30, 2012, the Company repaid this note in the amount of $ 10,113 .

The payment consisted of $ 10,000 in principal and $ 113 in accrued interest.

On May 1, 2014, the Company entered into a 36 month note payable of $ 20,000 .

The note bears interest at twelve percent ( 12 %) per annum.

The principle balance as of March 31, 2015 was $ 18,117 .

Accrued interest payable as of March 31, 2015 was $ 1,611 .

Note Payable Related Party

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The note bears interest at ten percent ( 10 %) per annum and was due on February 28, 2012.

This note was subsequently extended to July 31, 2012.

A second extension was issued on this note, under the same terms and conditions, with a new maturity date of December 31, 2012.

The company negotiated a third extension for this promissory note from the lender with a maturity date of March 31, 2013, which was subsequently extended to July 31, 2013.

The company negotiated a fourth through eight extension for this promissory note from the lender with a maturity date of March 31, 2014.

The principle balance remains $ 30,000 and accrued interest payable as of March 31, 2014 is $ 6,510 .

The maturity date of the note was subsequently extend to March 31, 2015.

This note was extended under the same terms and conditions, with a new maturity of March 31, 2015.

This note was satisfied as of March 31, 2015 with a principle payment of $ 20,000 and Gain on Debt Forgiveness of $ 10,000 .

Accrued interest of $ 9,510 was taken to Additional Paid In Capital .

On January 13, 2012, the Company entered into two separate promissory notes in the amount of $ 35,000 each for an aggregate amount of $ 70,000 .

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Minimum monthly payments of 1.5 % of the loan balances are required and are submitted to Lenders financial institution.

Principal payments of $ 5,799 had been paid as of March 31, 2013.

The note was amended April 1, 2013 and re-written with a new principal amount of $ 32,100 each for an aggregate amount of $ 64,200 .

1 unchanged sentence

The underlying loan requires that the Company pay to the lenders financial institution monthly payments of $ 1,033 on or before the 1 st day of each month, beginning May 1, 2013, and continuing each month in like amount until the final payment due on April 1, 2020.

During FY 2014 payments were drawing down the principle balance $ 6,949 , paying $ 5,450 in interest, to a March 31, 2014 ending principle balance of $ 57,252 .

On April 18, 2012 , the Company entered into a long term promissory note with Anthony A.

Maher for $ 25,000 with an interest rate of 7.5 % per annum.

The balance is due in full on or before April 18, 2017.

Monthly payments are made for interest only to the lenders financial intuition.

On March 31, 2014 $ 1,007 over the interest only payment had been paid resulting in ending principle amount of $ 23,846 .

On June 14, 2012 , the Company executed a promissory note with one of our shareholders, for $ 60,000 at 15 % interest per annum, secured by seven of our sales orders to finance inventory purchases.

The promissory note was due on or before August 14, 2012.

There is no conversion feature associated with this promissory note.

This note was subsequently rolled into a $ 560,000 note dated July 17, 2012.This transaction involved the issuance of a promissory note, which was payable with interest of 15 % per annum, in cash on or before September 30, 2012.

The $ 60,000 due August 14, 2012 was rolled into the new promissory note agreement as part of the amount borrowed.

The Company issued 100,000 warrants with a 36 month term at $ 0.15 per share exercise price as part of this agreement.

The promissory note was secured by a purchase order in the amount of $ 741,780 dated July 16, 2012.

The loan proceeds were utilized to purchase inventory to fulfill the Purchase Order, bring certain vendors and payable accounts current, and finance the operations and logistics required to fulfill and support the order.

This loan was repaid in full, including accrued interest of $ 11,277 , on September 4, 2012.

On October 12, 2012 , the Company entered into a loan transaction in the amount of $ 75,000 with an accredited investor as that term is defined in Rule 501 of Regulation D of the SEC.

The transaction involved the issuance of a Promissory Note, which is payable with interest of 12.5 % per annum, in cash on or before December 14, 2012.

The Promissory Note was secured by a Purchase Order in the amount of $ 220,405 dated August 1, 2012 and by the proceeds from the Accounts Receivable, after shipping to and receipt by the customer.

The loan proceeds will be utilized to finance operations and logistics required to fulfill and support the remaining unshipped portion of the order.

This note was paid in full with all accrued interest in the amount of $ 1,413 on December 7, 2012.

On October 23, 2012 , the Company entered into a loan transaction in the amount of $ 25,000 with an accredited investor as that term is defined in Rule 501 of Regulation D of the SEC.

The transaction involved the issuance of a Promissory Note, which is payable with interest of 12.5 % per annum, in cash on or before December 23, 2012.

The Promissory Note is secured by a Purchase Order in the amount of $ 220,405 dated August 1, 2012 and by the proceeds from the Accounts Receivable, after shipping to and receipt by the customer.

The loan proceeds will be utilized to finance operations and logistics required to fulfill and support the remaining unshipped portion of the order.

This note was paid in full with all accrued interest in the amount of $ 368 on December 7, 2012.

On November 16, 2012 , the Company entered into a loan transaction in the amount of $ 40,000 with an accredited investor as that term is defined in Rule 501 of Regulation D of the SEC.

The transaction involved the issuance of a Promissory Note, which is payable with interest of 12.5 % per annum, in cash on or before December 14, 2012.

The Promissory Note is secured by a Purchase Order in the amount of $ 220,405 dated August 1, 2012 and by the proceeds from the Accounts Receivable, after shipping to and receipt by the customer.

The loan proceeds will be utilized to finance operations and logistics required to fulfill and support the remaining unshipped portion of the order.

This note was paid in full with all accrued interest in the amount of $ 274 on December 7, 2012.

On December 26, 2012 , the Company entered into a loan transaction in the amount of $ 63,000 with an accredited investor as that term is defined in Rule 501 of Regulation D of the SEC.

The transaction involved the issuance of a Promissory Note, which is payable with interest of 12.5 % per annum, in cash on or before February 18, 2013.

The Promissory Note is secured by a Purchase Order in the amount of $ 63,600 and by the proceeds from the Accounts Receivable, after shipping to and receipt by the customer.

The loan proceeds will be utilized to finance operations and logistics required to fulfill and support the remaining unshipped portion of the order.

This note was subsequently combined with the $ 137,000 Promissory Note issued on January 17, 2013 under the terms and conditions described below.

On January 17, 2013 , the Company entered into a loan transaction with an accredited investor as that term is defined in Rule 501 of regulation D of the SEC.

The transaction involved the issuance of a Promissory Note in the amount of $ 200,000 , in which $ 63,000 was to be considered advanced under a previous Note between Borrower and Lender dated December 26, 2012.

The note bears interest at a rate of 15 % per annum and is due and payable on April 30, 2013.

In consideration for the financing, the Company issued 100,000 warrants to purchase common stock at an exercise price of $ 0.07 .

The warrants expire 36 months from date of agreement.

The warrants were evaluated for embedded derivatives in accordance with ASC 815 and were found to not include any embedded derivatives.

The warrants attached to the note were valued using the Black Scholes Valuation Model, resulting in a fair value of $ 7,977 .

This value was recorded as a debt discount and is being amortized over the life of the loan.

The note was paid in full on April 1, 2013.

On February 26, 2013 , the Company executed a promissory note with one of our shareholders, for $ 65,000 at 15 % interest per annum, secured by seven of our sales orders to finance inventory purchases.

During FY 2015 payments were drawing down the principal balance $ 7,877 , paid $ 4,519 in interest, to a March 31, 2015 ending principle balance of $ 49,375 .

On February 26, 2013, we executed a promissory note with one of our shareholders, for $ 65,000 at 15 % interest per annum, secured by seven of our sales orders to finance inventory purchases.

The promissory note was due on or before April 20, 2013.

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A payment of $ 20,000 was made against the principal on the note on April 1, 2013.

Subsequently the note was extended and made part of the $ 95,000 convertible promissory note issued on May 24, 2013 as describe in the 8-K filed on May 24, 2013.

This note detail is reported in the convertible notes, related party, section on the following page.

On January 7 , 2014 , the Company entered into a Promissory Note in the amount of $ 50,000 with one of our board members, payable with interest at 15 % per annum, in cash on or before March 31, 2014 .

The Promissory Note funded payables and other corporate purposes of borrower.

This note is secured by T 4 EDU in January of 2014 for a $ 133,000 training contract related to Science Center programs and fulfilled the training in February of 2014 .

A short-term $ 200,000 note bearing interest at a rate of 15 % per annum, secured by Catapult PO NA 1314 - 001 signed on January 22, 2014 replaced the $ 50,000 note bringing the balance to $ 0 and interest expense of $ 282 for fiscal year ending March 2014.

On January 15 , 2014 , the Company entered into a Promissory Note in the amount of $ 25,000 with one of our board members, payable with interest at 15 % per annum, in cash on or before April 30 th, 2014 .

The Promissory Note funded payables and other corporate purposes of borrower.

This note is secured by Catapult Learning, formerly Edison Schools Purchase Order for approximately $ 178,000 .

A short-term $ 200,000 note bearing interest at a rate of 15 % per annum, secured by Catapult PO NA 1314 - 001 signed on January 22, 2014 replaced the $ 25,000 note bringing the balance to $ 0 and interest expense of $ 68 for fiscal year ending March 2014.

On January 22, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 200,000 .

The remaining $ 45,000 was extended and made part of the $ 95,000 convertible promissory note issued on May 24, 2013 which included an additional $50,000 promissory note as describe in the 8-K filed on May 24, 2013, with a maturity date of August 24, 2016 ( See Convertible Note Payable Related Party ).

The debt discount was calculated as $ 21,923 .

This note was converted on July 21, 2014 with total accrued interest of $ 6,041 into 3,108,944 shares.

During the period ended September 30, 2014, $ 1,639 discount was amortized and the remaining debt discount of $ 15,176 was fully expensed upon conversion.

Due to conversion within the terms of the note, no gain or loss was recognized.

On March 22, 2013, we entered into a loan transaction that bears interest at a rate of 8 % per annum, secured with one of our board members in the amount of $ 25,000 .

The note is secured by three of our accounts receivables to finance inventory purchases.

This note was extended on September 30, 2013 and reclassed to a long term convertible promissory note with board member and shareholder of an 8 % Convertible Promissory Note in the amount of $ 25,000 , convertible into shares of common stock of the Company, at a price of $ 0.04 per share ( See Convertible Note Payable Related Party) , which represents a 50 % discount from the market price as of the date of the note.

The note is due 36 months from the date of the note on or before September 30, 2016.

The debt discount was calculated as $ 25,000 .

This note was converted on July 21, 2014 with total accrued interest as of July 21, 2014 was $ 1,611 into 665,274 shares.

During the period ended September 30, 2014, $ 455 discount was amortized and the remaining $ 21,448 was fully expensed.

Due to conversion within the term of the note, no gain or loss was recognized.

On January 22, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 200,000 , which was non-convertible.

The note bears interest at a rate of 15 % per annum, secured by Catapult PO NA1314-001 to finance inventory purchases and payoff the promissory notes dated January 7 and January 15, 2014.

The promissory note and all accrued interest is due and payable on April 30, 2014 .

This note was subsequently paid in full including all accrued interest on April 4 , 2014 .

Total interest Expense for this note as of March 31, 2014 was $ 5,589 .

On February 13, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 250,000 .

The promissory note and accrued interest of $ 6,247 were due and payable on April 30, 2014.

This note was paid in full including all accrued interest on April 8, 2014.

On February 13, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 250,000 , which was non-convertible.

The note bears interest at a rate of 15 % per annum, secured by Tatweer Company for Educational Services Mobile Outreach Saudi Work Order 001 to finance inventory purchases.

The promissory note and all accrued interest was due and payable on May 13 , 2014 .

This note was subsequently extended to July, 15 2014 , to account for the delay in invoice acceptance and payment by Tatweer Company for Educational Services.

Total fiscal year ending March, 31, 2014 accued interest was $ 4,726 .

On February 21, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 70,000 .

The promissory note and all accrued interest were due and payable on May 13, 2014.

This note was extended to September 30, 2014, to account for the delay in invoice acceptance and payment by Tatweer Company for Educational Services.

On September 9, 2014, the Company accrued and paid interest in the amount of $ 20,445 On October 21, 2014 this note was paid off when the Company entered into at 10 % Convertible Promissory Note with a current board member and shareholder, in the amount of $ 200,000 , convertible into shares of common stock of the Company, at the market price of $ 0.04 .

The note is due on or before October 22, 2015.

The remaining $ 50,000 was paid in full by the issuance of that certain Promissory Note in the principal amount of $ 870,457 .

On February 21, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 70,000 , which was non-convertible.

The note bears interest at a rate of 15 % per annum, secured by Catapult Learning PO NA1314-090 to finance inventory purchases.

The promissory note and all accrued interest is due and payable on April 30, 2014 .

This note was subsequently paid in full including all accrued interest on April 22, 2014 .

Total accrued interest as of March 31, 2014 was $ 1,208 .

On March 4 , 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 50,000 .

The note bears interest at a rate of 15 % per annum, secured by T 4 EDU Training Academy Contract to finance inventory purchases.

The promissory note and all accrued interest is due and payable on April 30 , 2014 .

Total accrued interest as of March 31, 2014 was $ 555 .

This note was subsequently paid by being rolled into the May 16, 2014, short term related party promissory note in the amount of $ 150,000 , payable with interest at 15 % per annum, in cash on or before August 30, 2014.

The promissory note and all accrued interest were due and payable on April 30, 2014.

This note was paid in full including accrued interest of $ 1,870 on April 22, 2014.

On March 4, 2014 the Company entered into a loan transaction with one of our board members in the amount of $ 50,000 .

The note bears interest at a rate of 15 % per annum, secured by Catapult Learning PO NA 1314 - 090 to finance inventory purchases.

The promissory note and all accrued interest is due and payable on April 30 , 2014 .

Total accrued interest as of March 31, 2014 was $ 555 .

The note is non-convertible and bears interest at a rate of 15 % per annum, secured by T4EDU Training Academy Contract to finance inventory purchases.

The promissory note and all accrued interest were due and payable on April 30, 2014.

$ 37,500 of this note was paid during the period and the remaining $ 12,500 was extended and rolled into a new promissory note dated July 21, 2014 for $ 105,000 (includes a $ 75,000 and $ 17,500 promissory notes) with interest at 15 % per annum due on or before August 30, 2014.

On October 21, 2014 this $ 105,000 note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

On April 3, 2014, the Company executed a promissory note with one of our board members, for $ 60,000 at 15 % interest per annum, secured by sales orders finance operations and inventory purchases.

The promissory note was due April 30, 2014.

There is no conversion feature associated with this promissory note.

The note was extended on April 30, 2014 to September 30, 2014.

The note was replaced with note dated July 28, 2014 for $210,000.

This note was paid in full by the issuance of that certain Promissory Note of even date herewith in the principal amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

All accrued interest as of the date of replacement was paid in full.

On April 11, 2014, the Company entered into a 36 month note payable of $60,000.

The note bears interest at twelve percent ( 12 %) per annum.

There is no conversion feature associated with this promissory note.

$ 830 was paid toward principal, leaving and ending principal balance of $ 59,170 as of March 31, 2015.

All interest accrued as of March 31, 2015 was paid by March 31, 2015.

On April 15, 2014, the Company executed a promissory note with one of our board members, for $ 160,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due June 30, 2014.

There is no conversion feature associated with this promissory note.

On October 21, 2014 these notes were paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

All accrued interest as of the date of replacement was paid in full.

On May 1, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 60,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due July 15, 2014.

There is no conversion feature associated with this promissory note.

The note was extended to September 30, 2014.

During the period ended September 30, 2014, the notes were separated split into two notes, $ 17,500 and $ 42,500 and included in two separate notes dated July 21, 2014 for $ 105,000 and July 28, 2014 for $210,000, respectively.

On October 21, 2014 the notes for $105,000 and $ 210,000 were paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

Accrued interest of $ 7,568 as of the date of replacement was paid in full.

On May 5, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 145,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due July 15, 2014.

There is no conversion feature associated with this promissory note.

The note was extended to September 30, 2014.

On October 21, 2014 this note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

Total interest accrued and paid as of March 31, 2015 was $ 2,384 .

On May 16, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 150,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due September 30, 2014.

There is no conversion feature associated with this promissory note.

$ 75,000 of this note was added to a $ 150,000 note payable executed June 21, 2014.

The other $ 75,000 was added to another $150,000 note dated June 27, 2014.

Total interest accrued up through dates of replacement was $ 3,329 .

On May 21, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 50,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due August 30, 2014.

There is no conversion feature associated with this promissory note.

This promissory note was rolled into promissory note dated July 28, 2014 for $210,000.

All interest was paid at the time of roll into the $210,000 note.

On October 21, 2014 the $ 210,000 note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

On June 3, 2014 the Company executed a promissory note with one of our shareholders and board members (part of a replacement note for promissory note dated April 15, 2014), for $ 25,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due September 3, 2014.

There is no conversion feature associated with this promissory note.

This promissory note was rolled into a promissory note dated July 28, 2014 for $210,000.

All interest was paid at the time of roll into the $210,000 note.

On October 21, 2014 the $ 210,000 note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

On June 27, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 150,000 at 15 % interest per annum (compose of two separate $ 75,000 notes that was previously issued and replaced dated May 16, 2014 and April 16,2014, respectively), secured by sales orders to finance operations and inventory purchases.

The promissory note was due September 30, 2014.

There is no conversion feature associated with this promissory note.

This note is replaced by three different notes:

$ 63,000 note payable executed on August 20, 2014, a part of the $ 123,000 promissory note;

$ 25,000 note payable executed on August 7, 2014;

and $ 32,500 note executed on July 28, 2014.

The remaining principal balance of $ 29,500 was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 on October 21, 2014.

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

Total interest accrued as of the date of pay off was $ 242 .

On July 21, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 105,000 at 15 % interest per annum, secured by T4EDU Contract 0006/2014, to finance operations and inventory purchases.

The promissory note is due October 31, 2014.

There is no conversion feature associated with this promissory note.

This promissory note composed of prior issued notes dated March 4, 2014 for $ 12,500 ;

May 1, 2014 for $ 17,500 ;

and May 16, 2014 for $ 75,000 .

On October 21, 2014 the note for $ 105,000 was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

Total accrued interest of $ 2,243 as of the date of replacement was paid in full.

On July 21, 2014, the Company converted $ 646,500 in convertible long term related party, notes payable, and the related $ 49,874 in accrued interest (individual notes identified in the convertible related parties notes payable section of (See Convertible note related party).

The strike price varied from $ 0.0325 to $ 0.065 depending on the note terms.

The conversion resulted in 18,455,666 shares of common stock.

Due to conversion within the terms of the note, no gain or loss was recognized.

On July 28, 2014, the Company executed a promissory note with one of our shareholders and board members, for $ 210,000 at 15 % interest per annum, secured by T4EDU Contract 0006/2014, to finance operations and inventory purchases.

The promissory note is due October 31, 2014.

There is no conversion feature associated with this promissory note.

This promissory note composed of prior issued notes dated April 3, 2014 for $ 60,000 ;

May 1, 2014 for $ 42,500 ;

May 21, 2014 for $ 50,000 ;

June 3, 2014 for $ 25,000 and June 27, 2014 for $ 32,500 .

Total Interest accrued as of September 30, 2014 was $ 5,523 .

All interest was paid at the time of roll into the $210,000 note.

On October 21, 2014 the $ 210,000 note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

On July 28, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 100,000 at 5 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note is due November 28, 2014.

There is no conversion feature associated with this promissory note.

The note was paid in full on December 30, 2014.

Total interest accrued and paid at payoff was $ 2,137 .

On August 7, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 25,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due October 31, 2014.

There is no conversion feature associated with this promissory note.

This note replaced prior issued note dated June 27, 2014.

On October 21, 2014 this note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due October 22, 2015.

Accrued interest of $ 247 as of the date of replacement was paid in full.

On August 20, 2014 the Company executed a promissory note with one of our shareholders and board members, for $ 123,000 at 15 % interest per annum, secured by sales orders to finance operations and inventory purchases.

The promissory note was due November 30, 2014.

There is no conversion feature associated with this promissory note.

This notes replaced prior issued note dated June 27, 2014 for $ 63,000 and April 15, 2014 for $ 60,000 .

On October 21, 2014 this note was paid off by an issuance of a promissory note with one of our board members in the amount of $ 870,457 .

The note is non-convertible and bears and interest rate of 10 % per annum, and due May 31, 2015.

Accrued interest of $ 2,072 as of the date of replacement was paid in full.

On October 21, 2014 the Company executed a promissory note with one of our shareholders and board members in the amount of $ 870,457 .

The note is non-convertible, bears and interest rate of 10 % per annum, 800x600

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is secured by accounts receivable, fixed assets, intellectual property, and the public entity PCSV net loss carry forward to finance operations and inventory purchases, due May 31, 2015.

This note due date was subsequently extended to September 30, 2015.

This note includes new cash lent to Borrower under this note of $ 175,000 .

This note includes $ 7,957 of accrued interest on the paid off notes listed below.

This note pays off the following notes:

$ 50,000 of the February 11, 2014 $ 250,000 Convertible long term related party;$ 145,000 dated May 7, 2014;

$ 29,500 of the June 27, 2014 $ 105,000 ;

$105,000 dated July 21, 2014;

$ 210,000 dated July 28, 2014;

$ 25,000 dated 08/08/2014;

$ 123,000 dated August 20, 2014.

$ 22,222 of interest was rolled into principal on January 1, 2015;

resulting in a principal balance of $ 892,679 and accrued interest as of March 31, 2015 of $ 22,011 .

On October 22, 2014 the Company executed a promissory note with a related party for credit up to $ 20,000 at 12 % interest per annum.

The promissory note was due December 31, 2014.

There is no conversion feature associated with this promissory note.

The principle balance on December 31, 2014 was $ 14,217 .

This note was subsequently extended to February 15, 2015.

This note was paid in full with all accrued interest on February 14, 2015.

On February 17, 2015 the Company executed a promissory note with one of our shareholders and board members, for $ 135,000 at 10 % interest per annum, due June 30, 2015, secured by T4EDU existing AR on completed contracts, to finance operations and inventory purchases.

This note due date was subsequently extended to September 30, 2015.

There is no conversion feature associated with this promissory note.

Total interest accrued as of March 31, 2015 was $ 1,373 .

On January 16, 2015 the Company executed a non-convertible promissory note with warrants attached, with one of our shareholders and board members, for $ 400,000 at 10 % interest per annum, due June 30, 2015, secured by T4EDU Contract 0006/2017 Work Orders 5, 6, 7, and 8 less Zakat and holdback, to finance operations and inventory purchases.

The warrants were valued using the stock price on the date of grant, discount rates 0.35 %, and volatility approximating 180 %.

The value of the debt discount is accreted up to the face value of the promissory note over the term of the note using the effective interest method.

The debt discount was calculated as $ 66,717 .

$ 28,533 of the debt discount was amortized during the quarter ending March 31, 2015.

Line of Credit

On September 13, 2011 , the Company drew down a line of credit at a financial institution in the amount of $ 39,050 .

The line of credit bears interest at 17.5 % per annum.

The Company makes variable monthly payments.

During the twelve months ended March 31, 2013, the Company had repaid $ 4,468 of principal.

During the twelve months ended March 31, 2014, the Company had repaid $ 4,972 of principal.

As of March 31, 2014, the ending principle amount of $ 27,089 .

Convertible Note Payable

On April 18, 2012, the Company entered into a long-term promissory note with Anthony A.

Maher for $ 25,000 with an interest rate of 7.5 % per annum.

The balance is due in full on or before April 18, 2017.

Monthly payments are made for interest only to the lenders financial intuition.

On March 31, 2015 $ 1,998 over the interest only payment had been paid resulting in ending principle amount of $ 21,995 .

Convertible Note Payable Non-related party

On August 1, 2012, the Company issued amendments to the convertible note agreements (convertible into common stock at a rate of $ 0.15 per share) in the aggregated amount of $ 215,000 and extended the due date with the repayments in the amount of $ 40,000 per quarter to begin April, 2013, and the final payments due in August, 2014, with any remaining balance due at that time.

In consideration for extending the due date of the promissory notes, the expiration dates on the warrants issued (fully expensed in the prior period) on March 31, 2011 and June 27, 2011, were amended and extended an additional three years, making the new expiration dates August 1, 2017.

At the Lenders sole option, Lenders may elect to receive payment of their respective note and all accrued interest in restricted common stock of the Borrower at the price per share of said common stock at same rate as the warrants.

Subsequently and effective June 7, 2013, we executed an amendment to the loan transaction.

The amended transaction involved the extension of the Promissory Note from April 30, 2013 to April 30, 2016, with the creditors waiving any default under the previous note.

The Company made interest payments to each of the eight note holders for all accrued interest from August 1, 2012 to April 30, 2013 for consideration of the extension.

On the fourth extension, all accrued interest was combined with the original principal amount as of July 31, 2012.

The Company has agreed to make quarterly interest payments to each of the note holders during the term of the extension.

All other terms of the previous Promissory Note, Security Agreement and related warrants remain in full force and effect.

As of March 31, 2015, the ending principle balance was $ 226,740 , including the related party convertible note balance of $ 34,011 noted below.

$17,005 of this group of notes was satisfied with $ 15,000 in cash payments and $ 2,005 taken as Gain on Cancellation of debt.

Interest accrued as of March 31, 2015 for the total set of notes remaining was $33,683.

On April 30, 2013, the Company entered into a loan transaction with an accredited investor for a Promissory Note, payable with interest at 8 % per annum in the amount of $ 5,000 , convertible into shares of common stock of the Company at a price of $ 0.20 per share.

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Convertible Note Payable Related Party

Effective June 7, 2013 , the Company executed an amendment to the promissory note originally issued on August 2012 for $215,000.

The amended transaction involved the extension of the Promissory Note from April 30, 2013 to April 30, 2016, with the creditors waiving any default under the previous note.

The Company made interest payments to each of the eight note holders for all accrued interest from August 1, 2012 to April 30, 2013 for consideration of the extension.

The Company has agreed to make quarterly interest payments to each of the note holders during the term of the extension.

All other terms of the previous Promissory Note, Security Agreement and related warrants remain in full force and effect.

For the transactions described above in regard to the original $215,000 convertible notes, $34,011 was loaned from a related party and has been separated out as described in the Companys financial statements and accompanying notes at March 31, 2013.

Interest expense for the related party convertible note ending March 31, 2015 was $5,641.

On February 26, 2013, we executed a promissory note with one of our shareholders, for $65,000 at 15% interest per annum, secured by seven of our sales orders to finance inventory purchases.

The promissory note was due on or before April 20, 2013.

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A payment of $20,000 was made against the principal on the note on April 1, 2013.

Subsequently the note was extended and made part of the $ 95,000 convertible promissory note issued on May 24, 2013 as describe in the 8-K filed on May 24, 2013.

The $ 95,000 convertible promissory note is for 36 month, due on or before May 24, 2016 and bears and interest rate of 8 % per annum.

A total discount of $ 21,923 was calculated on May 24, 2013, with $ 5,108 amortized in the current year.

The note is convertible into common stock at a rate of $ 0.0325 per share.

On March 31, 2011 , the Company entered into several convertible promissory notes in the aggregate amount of $ 215,000 .

The notes are convertible into common stock at a rate of $ 0.15 per share.

The notes bear interest at ten percent ( 10 %) per annum and include attached warrants to purchase two shares of restricted Rule 144 common stock for every dollar loaned, at a rate of $ 0.15 per share, for an aggregate total of 430,000 restricted Rule 144 common shares.

The notes were due on June 29, 2011, and are secured by that portion or percentage of the Borrowers Intellectual Property which the principal amount of the note bears to the fair market value of all Intellectual Property of the Borrower.

Intellectual Property of the Borrower is defined to mean all trademarks, registered or unregistered, marks, logos, business names, proprietary computer software, curriculum, copyrighted material, registered or unregistered, trade names, patents and patent applications, and all general intangibles relating to the foregoing.

Notwithstanding the foregoing, Intellectual Property shall not include any license, property or contract right the granting of a security in which would be prohibited by law or contract.

The warrants expire 36 months from date of agreements.

The Company recognized a discount on the debt issued, which was composed of an embedded beneficial conversion feature and attached warrants.

The Company measured the beneficial conversion feature by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital.

The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the notes.

This intrinsic value is limited to the portion of the proceeds allocated to the notes, and was calculated as $ 58,000 .

The warrants attached to the notes were valued using the Black Scholes Valuation Model, resulting in a fair value of $ 63,479 , the balance of which was fully amortized as of June 30, 2011.

The Company extended the due date on the convertible notes payable dated March 31, 2011 in the aggregate amount of $ 215,000 .

These notes were originally due on June 29, 2011 and subsequently extended.

In consideration for the first note extension, the Company issued an additional 430,000 restricted Rule 144 common stock warrants.

The restricted Rule 144 common stock warrants allow for the purchase of one share of restricted Rule 144 common stock at $ 0.15 per restricted Rule 144 common stock warrant.

The warrants expire 36 months from the date of the original warrant agreement.

The fair market value of these warrants was calculated using the Black Scholes Valuation Model, resulting in an expense of $ 61,995 during the quarter ended June 30, 2011.

On February 10, 2012, the notes were extended to August 25, 2013, with repayments to be made quarterly beginning in May, 2012, in the amount of $ 40,000 per quarter, with the remaining balance due in August 2013.

No additional warrants were issued in connection with subsequent extensions.

On August 1, 2012 , the Company issued amendments to the convertible note agreements in the aggregated amount of $ 215,000 and extended the due date with the repayments in the amount of $ 40,000 per quarter to begin April, 2013, and the final payments due in August, 2014, with any remaining balance due at that time.

In consideration for extending the due date of the promissory notes, the expiration dates on the warrants issued on March 31, 2011 and June 27, 2011, were amended and extended an additional three years, making the new expiration dates August 1, 2017.

Subsequently and effective June 7, 2013, we executed an amendment to the loan transaction.

The amended transaction involved the extension of the Promissory Note from April 30, 2013 to April 30, 2016, with the creditors waiving any default under the previous note.

The company made interest payments to each of the eight note holders for all accrued interest from August 1, 2012 to April 30, 2013 for consideration of the extension.

On the fourth extension, all accrued interest was combined with the original principle amount as of July 31, 2012.

The company has agreed to make quarterly interest payments to each of the note holders during the term of the extension.

All other terms of the previous Promissory Note, Security Agreement and related warrants remain in full force and effect.

As of March 31, 2014, the ending principle balance was $ 243,745 , including the related party convertible note balance of $ 34,011 noted below.

Interest accrued as of March 31, 2014 for the total set of notes was $ 11,716 .

For the transactions described above in regard to the original $ 215,000 convertible notes, $ 34,011 was loaned from a related party and has been separated out as described in the Companys financial statements and accompanying notes at March 31, 2013 .

Interest expense for the related party convertible note with the ending March 31, 2014 principle balance was $ 3,367 .

The remaining $45,000 was extended and made part of the $95,000 convertible promissory note issued on May 24, 2013 which included an additional $50,000 promissory note as describe in the 8-K filed on May 24, 2013, with a maturity date of August 24, 2016 and conversion rate of $0.0325.

The debt discount was calculated as $21,923.

This note was converted on July 21, 2014 with total accrued interest of $6,041 into 3,108,944 shares.

During the period ended September 30, 2014, $1,639 discount was amortized and the remaining debt discount of $15,176 was fully expensed upon conversion.

Due to conversion within the terms of the note, no gain or loss was recognized.

On February 29, 2012, the Company entered into three separate convertible promissory notes in the aggregate amount of $ 100,000 .

The notes bear interest at ten percent ( 10 %) per annum and were due on May 30, 2012.

At the sole option each respective Lender, the outstanding balance of the notes may be converted into shares of restricted Rule 144 common stock of the Borrower at a price per share of $ 0.05 .

At the sole option of each respective Lender, the outstanding balance of the notes may be converted into shares of restricted Rule 144 common stock of the Borrower at a price per share of $ 0.05 .

In the event Lender elects to convert any outstanding balance due under this note into such shares, Lender shall give written notice to the Borrower seven (7) days prior to the effective date of such exercise.

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On June 14, 2012, one of the notes, in the amount of $ 50,000 , was converted into 1,028,770 shares of our restricted common stock in accordance with the terms of the convertible promissory note.

A second extension was issued for the remaining two notes in an aggregate amount of $ 50,000 , under the same terms and conditions, with a new maturity date of October 31, 2012.

These two notes were subsequently extended, with no changes to the terms, were due and payable on or before December 31, 2012.

The company negotiated a new maturity date with the lender and issued extensions on the two convertible promissory notes with due dates of March 31, 2013, which were subsequently extended to June 30, 2013.

The company negotiated a new maturity date with the lender and issued extensions on the two convertible promissory notes extended to June 30, 2014.

The fiscal year ending March 31, 2014 principle balance of the notes remains at $ 35,000 and $ 15,000 totaling to the $ 50,000 .

The total accrued interest as of March 31, 2014 was $ 10,425 .

On April 23, 2012 , the Company entered into a Securities Purchase Agreement whereby we issued an 8 % convertible promissory note in an aggregate amount of $ 32,500 , convertible into shares of common stock of the Company at the expiration of six months, at a discount to market of 42 % of the Market Price, which means the average of the lowest three ( 3 ) Closing Bid Prices for the common stock during the ten ( 10 ) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

The convertible promissory note has a due date of January 26, 2013;

can be pre-paid, subject to varying Optional Prepayment Date payments ranging from 125 % if prepaid during the first 30 days to 150 % if prepaid prior to the expiration of 180 days.

Conversion is restricted so that conversions will not result in an ownership of more than 4.99 % of the outstanding common stock of the Company by the note holder.

The Company is at all times required to reserve at least four times the amount of shares that may be subject to conversion at any time for issuance on conversion.

The note holder also has a first right of refusal on any additional funding of up to $ 100,000 .

The agreements contain customary representations and warranties, customary affirmative and negative covenants, customary anti-dilution provisions, and customary events of default that entitle the note holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the convertible promissory note.

The Company recognized a discount on the debt issued related to the derivative liability.

The Company measured the derivative liability using a lattice model as described in Note 9 , of which $ 12,213 was amortized during the twelve months ended March 31, 2013.

On October 31, 2012, the lender exercised their right and converted the principal amount of $ 10,000 into 215,517 shares of Common Stock.

On November 8, 2012, $ 8,000 of principal was converted and 225,589 shares of Common Stock were issued, leaving a principal balance of $ 14,500 .

The final transaction occurred on November 20, 2012 when the lender converted the remaining balance of $ 14,500 in principal and $ 1,300 in accrued interest into 763,285 shares of common stock, fully converting the promissory note of $ 32,500 .

Due to the conversion within the terms, no gain or loss was recognized.

On June 4, 2012 , the Company entered into a second Securities Purchase Agreement with the same party as the April 23, 2012 agreement, whereby we issued an 8 % convertible promissory note in an aggregate amount of $ 28,750 , convertible into shares of common stock of the Company under the same terms as the first note dated April 23, 2012.

The Company recognized a discount on the debt issued related to the derivative liability.

This debt discount was calculated as $ 28,750 , of which $ 5,174 was amortized during the twelve months ended March 31, 2013.

On December 4, 2012, the Company elected and submitted payment to pre- pay the promissory note in full.

The payment consisted of the principal amount of $ 28,750 along with $ 1,150 in accrued interest and the payoff penalty amount of $ 14,359 .

On July 16, 2012 , the Company entered into a third Securities Purchase Agreement with the same party as our April 23 and June 4, 2012 agreements, whereby we issued an 8 % convertible promissory note in an aggregate amount of $ 13,750 , convertible into shares of common stock of the Company under the same terms as the first note dated April 23, 2012.

The Company recognized a discount on the debt issued related to the derivative liability.

This debt discount was calculated as $ 13,750 , of which $ 1,952 was amortized during the twelve months ended March 31, 2013.

The company elected and submitted payment to pre-pay the promissory note on January 14, 2013.

The total payment made was $ 21,173 , which consisted of the principal amount of $ 13,750 along with $ 550 in accrued interest and a payoff penalty in the amount of $ 6,873 .

On June 7, 2012 , Leann R.

Gilberg, Robert O.

Grover and Brett A.

Newbold, three of our officers, as well as one employee shareholder, and one additional shareholder, each converted his/her respective $ 2,400 convertible promissory note dated May 3, 2012, into 60,288 shares of our restricted common stock in accordance with the terms of said convertible promissory notes.

Forms 4 were filed for the three officers on June 12, 2012.

The Company recognized a discount on the debt issued related to the embedded beneficial conversion feature.

The Company measured the beneficial conversion feature by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital.

The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the notes.

This intrinsic value was calculated as $ 9,889 , of which $ 7,184 was amortized during the three months ended June 30, 2012, at the time of conversion with the remaining balance included in the gain on redemption at conversion.

On December 3, 2012 , the Company entered into a long term convertible promissory note with board member and shareholder in the amount of $ 45,000 .

The remaining two notes were extended, with no changes to the terms, were due and payable on June 30, 2014.

On July 21, 2014 the principal balance of the notes at $35,000 and $15,000 totaling to the $50,000 plus the accrued interest of $11,959 was converted into 1,239,178 shares of our restricted common stock in accordance with the terms of the convertible promissory note.

Discount recognized on the convertible note were fully expensed in the prior period.

Due to conversion within the terms of the note, no gain or loss was recognized.

On December 3, 2012, the Company entered into a long term convertible promissory note with a board member and shareholder in the amount of $ 45,000 .

The note is convertible into common stock at a rate of $ 0.04 per share.

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The proceeds from the note were used by the Company to pay off the Security Purchase Agreement (tranche 2) issued on June 4, 2012, along with any accrued interest, penalties and administrative costs.

The debt discount was calculated as $ 18,255 , of which $ 1,233 was amortized during the twelve months ended March 31, 2013.

The debt discount was calculated as $18,255, of which $5,300 was amortized during the twelve months ended March 31, 2014, leaving the discount balance remaining of $11,722.

This note was converted on July 21, 2014 with total accrued interest of $ 1,105 into 1,152,617 shares of our restricted common stock in accordance with the terms of the convertible promissory note.

During the period ended September 30, 2014, $ 1,471 discount was amortized and the remaining $ 10,251 was fully expensed upon conversion of the promissory note.

Due to conversion within the terms of the note, no gain or loss was recognized.

On January 11, 2013, the Company entered into an 8 % Convertible Promissory Note with an accredited investor, in the amount of $ 21,500 , convertible into shares of common stock of the Company, at the market price of $ 0.065 .

1 unchanged sentence

The note is secured by a secondary security interest in all of the Companys intellectual property.

The proceeds received by the Company from the sale of this note will be used by the Company for prepaying the Promissory Note dated June 5, 2012 (Tranche 3 ) issued to Asher Enterprises, Inc., as well as any administrative costs associated with the payment.

The proceeds received by the Company from the sale of this note were used by the Company for prepaying the Promissory Note dated June 5, 2012 (Tranche 3) issued to Asher Enterprises, Inc., as well as any administrative costs associated with the payment.

This final payment completes and pays off all outstanding notes with Asher Enterprises.

1 unchanged sentence

This debt discount was calculated as $ 9,285 , of which $ 4,592 was amortized during the twelve months ended March 31, 2014.

This debt discount was calculated as $ 9,285 , of which $ 2,640 was amortized during the twelve months ended March 31, 2014.

Accrued interest as of March 31, 2014 is $ 857 .

On May 24, 2013 , the Company entered into a long term convertible promissory note with board member and shareholder financed a 12 % Convertible Promissory Note in the amount of $ 100,000 , convertible into shares of common stock of the Company, at a price of $ 0.0325 per share, which represents a 20 % discount from the market price as of the date of the note.

The note is due ninety days from the date of the note on or before August 24, 2013.

If the Lender does not decide to convert the note after 60 days from the date of the note, the Borrower must amend the note and secure the $ 100,000 with unsecured accounts receivable or customer purchase orders from its customers (to be determined) as collateral.

Due to the companys inability to secure the promissory note until its maturity, Mr.

Hackett elected to convert the Promissory Note along with all accrued interest effective July 24, 2013 into 3,138,630 shares.

Due to conversion within terms of the note;

no gain/loss was recognized.

This note was converted on July 21, 2014 with total accrued interest of $ 1,385 into 352,084 shares of our restricted common stock in accordance with the terms of the convertible promissory note.

During the period ended September 30, 2014, $ 740 discount was amortized and the remaining $ 3,953 was fully expensed upon conversion of the promissory note.

Due to conversion within the terms of the note, no gain or loss was recognized.

On March 22, 2013, we entered into a loan transaction that bears interest at a rate of 8 % per annum, secured with one of our board members in the amount of $25,000.

The note is secured by three of our accounts receivables to finance inventory purchases.

This note was extended on September 30, 2013 and reclassed to a long term convertible promissory note with board member and shareholder of an 8% Convertible Promissory Note in the amount of $25,000, convertible into shares of common stock of the Company, at a price of $0.04 per share, which represents a 50% discount from the market price as of the date of the note.

The note is due 36 months from the date of the note on or before September 30, 2016.

The debt discount was calculated as $25,000.

This note was converted on July 21, 2014 with total accrued interest as of July 21, 2014 was $1,611 into 665,274 shares.

During the period ended September 30, 2014, $455 discount was amortized and the remaining $21,448 was fully expensed up conversion.

Due to conversion within the term of the note, no gain or loss was recognized.

On September 30, 2013, the Company entered into a long term convertible promissory note with board member and shareholder of an 8 % Convertible Promissory Note in the amount of $150,000, convertible into shares of common stock of the Company, at a price of $ 0.04 per share, which represents a 50 % discount from the market price as of the date of the note.

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The debt discount was calculated as $150,000, of which $ 18,579 was amortized during the twelve months ended March 31, 2014, leaving the discount balance remaining of $ 131,421 .

Accrued interest as of March 31, 2014 was $ 9,983 .

This note was converted on July 21, 2014 with total accrued interest of $ 9,666 into 3,991,644 shares of our restricted common stock in accordance with the terms of the convertible promissory note.

During the period ended September 30, 2014, $ 2,728 was amortized and the remaining $ 128,693 was fully expensed upon conversion of the promissory note.

Due to conversion within the terms of the note, no gain or loss was recognized.

On September 30, 2013, the Company entered into a Promissory Note in the amount of $ 260,000 with one of our board members, payable with interest at 10 % per annum, in cash on or before November 29, 2013.

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This note is secured by that certain license agreement and other agreements between borrower and Kindle Education, now Creya Learning.

A long-term Convertible Promissory Note was executed on January 8, 2014 that replaces the September 30, 2013, payable with interest at 8 % per annum on or before January 8, 2017.

A long-term Convertible Promissory Note (convertible at a rate of $ 0.035 per share) was executed on January 8, 2014 that replaced the September 30, 2013, payable with interest at 8 % per annum on or before January 8, 2017.

The debt discount was calculated as $ 156,000 , of which $ 22,286 was amortized during the twelve months ended March 31, 2014, leaving the discount balance remaining of $ 133,714 .

Accrued interest as of March 31, 2014 was $ 11,724 .

On September 30, 2013 , the Company entered into a long term convertible promissory note with board member and shareholder of an 8 % Convertible Promissory Note in the amount of $ 25,000 , convertible into shares of common stock of the Company, at a price of $ 0.04 per share, which represents a 50 % discount from the market price as of the date of the note.

The note is due 36 months from the date of the note on or before September 30, 2016.

This note was converted on July 21, 2014 with total accrued interest of $ 18,107 into 7,945,925 shares of our restricted common stock in accordance with the terms of the convertible promissory note.

During the period ended September 30, 2014, $ 12,251 was amortized and the remaining $ 121,463 was fully expensed upon conversion of the promissory note.

Due to conversion within the terms of the note, no gain or loss was recognized.

On October 21, 2014 the Company entered into at 10 % Convertible Promissory Note with a current board member and shareholder, in the amount of $ 200,000 , convertible into shares of common stock of the Company, at the market price of $ 0.04 .

The note is due on or before October 22, 2015.

The debt discount was calculated as $ 50,000 .

$ 3,097 of the discount was amortized to date, leaving and discount balance of $ 21,903 as of March 31, 2014.

Total accrued interest as of March 31, 2014 was $ 997 .

NOTE 9 DERIVATIVE FINANCIAL INSTRUMENTS

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments.

The Company utilizes various types of financing to fund our business needs, including convertible debts with conversion features and other instruments not indexed to our stock.

The convertible notes include fluctuating conversion rates.

The Company uses a lattice model for valuation of the derivative.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then re-valued at each reporting date, with changes in the fair value reported in income in accordance with ASC 815 .

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.

As discussed in Note 8 under convertible notes, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions.

The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Companys common stock.

The number of shares of common stock to be issued is based on the future price of the Companys common stock.

As of March 31, 2013 , the number of shares of common stock issuable upon conversion of promissory notes and warrants could exceed the Companys maximum number of authorized common shares.

Due to the fact that the number of shares of common stock issuable is not able to be determined definitively, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative.

Pursuant to ASC 815 - 15 Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

The fair values of the Companys derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model.

The derivative ended due to the final payment of the convertible promissory note on January 14, 2013, in which the Company had no derivative liabilities at March 31, 2013.

The change in fair value of the derivative liabilities for the twelve months ended March 31, 2013 resulted in a loss of ($ 78,408 ), respectively, which was reported as other income/(expense) in the consolidated statements of operations.

The following presents the derivative liability value by instrument type at March 31, 2014 and 2013 :

March 31, 2014 and 2013

Convertible Notes

Common Stock Warrants

The fair market value determined for the derivative liability is $ 0 at March 31, 2013 .

A total of $ 112,429 was recorded as a debt discount up to the face value of the notes and the excess of $ 36,933 was expensed.

The following is a summary of changes in the fair market value of the derivative liability during the three years ended March 31, 2014 :

Liability Total

Balance, April 23, 2012

Increase in derivative value due to issuances of convertible notes and tainting of other

convertible notes and warrants

Promissory notes converted during the period

Change in fair market value of derivative liabilities due to mark to market adjustments

Balance, June 30, 2012

Increase in derivative value due to issuances of convertible notes and warrants

Change in fair market value of derivative liabilities due to mark to market adjustments

Balance, September 30, 2012

Increase in derivative value due to issuances of convertible notes and tainting of other

convertible notes and warrants

Promissory notes converted during the period

Change in fair market value of derivative liabilities due to mark to market adjustments

Balance, December 31, 2012

Increase in derivative value due to issuances of convertible notes and tainting of other

convertible notes and warrants

Promissory notes repaid during the period

Change in fair market value of derivative liabilities due to mark to market adjustments

Balance, March 31, 2013

Increase in derivative value due to issuances of convertible notes and tainting of other

Promissory notes repaid during the period

Change in fair market value of derivative liabilities due to mark to market adjustments

Balance, March 31, 2014

Key inputs and assumptions used to value the convertible debentures and warrants issued during the twelve months ended March 31, 2013 :

The projected volatility curve for each valuation period was based on the historical volatility of the Company.

The stock price would fluctuate with the Company projected volatility.

An event of default for the convertible note would occur 5 % of the time, increasing 1.00 % per month to a maximum of 10 %.

Alternative financing for the convertible note would be initially available to redeem the note 0 % of the time and increase monthly by 1 % to a maximum of 10 %.

The monthly trading volume would average $ 200,000 in the period and would increase at 5 % per month.

The Holder would automatically convert the notes at the greater of two times the conversion price or stock price if the registration was effective and the Company was not in default.

The Holder would exercise the warrant at maturity if the stock price was above the exercise price.

The Holder would exercise the warrant at target prices starting at the greater of two times the exercise price or the stock price;

and lowering such target as the warrants approached maturity.

The Holder would automatically convert all of the shares at a stock price of price equal to the target price.

The Holder would convert on a monthly basis in amounts not to exceed the average quarters trading volume based on historical performance, assuming the volume would increase by 5 % each month.

During the year ended March 31, 2015, $25,937 discount was amortized.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

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The Company leases its main office under a non-cancelable lease agreement accounted for as an operating lease.

The lease expired in May 2012.

This lease was extended for 13 months beginning June 1, 2012 .

The Company signed a lease on February 1, 2015 on 3609 square feet of the original corporate offices for a period of 12 months, expiring on January 31, 2016.

Rent expense for the corporate offices was $ 14 , 1 85 and 21 , 196 for the quarter ended March 31, 201 5 and 201 4 , and $ 77,869 and $ 99,318 for the twelve months ended March 31, 201 5 and 201 4 , respectively, under this lease arrangement.

On December 31, 2013 the Company signed an amendment to the existing contract to reduce the leased square feet to 5,412 for $ 6,765 / month for 12 months ending December 31, 2014.

On February 1, 2015 the Company signed a new lease to reduce the square feet to 3,609 for $ 4,511 / month for 12 months ending January 31, 2016.

The Company leases additional warehouse space in Boise, Idaho.

This warehouse space consists of approximately 2,880 square feet.

The lease expired in June 2012.

The lease expire d in June 2012.

This lease was extended for 24 months, beginning July 1, 2012.

The lease was extended to a new expiration of October 31, 2015.

The C ompany signed a sixth amendment on April 15, 2015 to lease an additional approximately 1400 square foot bay adjacent to the existing leased space.

Rent expense for the warehouse was $ 4,170 and $ 3 , 975 for the quarter ended March 31, 201 5 and 201 4 , and $ 16,225 and $ 15,901 for the twelve - months ended March 3 1, 201 5 and 201 4 , respectively.

Effective October 2010 LabMentors entered into a five year office lease.

This lease was cancelled effective July 1, 2012 , which resulted in a penalty for early termination of the lease equal to three months rent.

The Company was able to obtain a new, fully furnished office at the National Research Council facility effective July 1, 2012.

The new lease is a three year commitment to be paid in Canadian dollars each month.

Lease payments are $ 395 per month CAD, before 13 % tax, for the first nine months, then increases annually over the three -year term with payments for the final three months of the term being $ 558 per month CAD, before tax.

The move was initiated as part of cost savings efforts being implemented within LabMentors and reduces the monthly lease payments.

PCS lease obligation ended on August 31, 2013 as conditions of the sale.

Rent expense, converted to USD, for LabMentors was $ 0 and $ 1,188 for the quarter ended March 31, 2014 and 2013 , and $ 3,258 and $ 8,598 for the twelve months ended March 31, 2014 and 2013 , respectively.

The Company leased and additional learning lab site in Eagle Idaho in Q1 of fiscal year 2015.

The lease term is 3 years for 1,050 sf for an annual base rent of $ 16,640 or $ 1,387 per month, with 3 % growth per year.

Minimum lease obligation

over the next 5 years

(i) The following litigation involving PCSEdventures!.com is pending:

Anthony Maher v.

PCSEdventures!.com, et al., filed on or about November 26, 2013 , in the District Court of the Fourth Judicial District in the State of Idaho, County of Ada.

Maher served PCSEdventures!.com on January 15, 2014.

In his Complaint, Maher alleges causes of action for breach of an employment contract and fraud, arising from the contract under which he was employed by PCSEdventures!.com.

He alleges damages in the approximate amount of $ 425,000 .

Attorneys for PCSEdventures!.com have filed a Notice of Appearance in the matter;

no other pleadings have been filed.

By stipulation, the parties have agreed to suspend the litigation to formally mediate the matter.

Mediation is set for July 9, 2014, in Boise, Idaho;

Ron Shilling will mediate the case.

Contingencies

During the year ended March 31, 2012 , the Company worked with the State of California and a private consulting firm specializing in California State sales and use tax in relation to a review of sales and use tax for our California customers during the period April 1, 2002 through June 30, 2011.

During this period, there was an estimated $ 0.6 million in reportable sales in which the Company did not file or collect sales and use tax, as required by California State law.

The review determined that approximately $ 60,000 in prior period sales and use tax, including interest and late fees, was due to the California State Board of Equalization (BOE) as of June 30, 2011.

Of this amount the Company was successful in collecting approximately $ 41,000 from prior customers.

A check in the amount of $ 41,473 was mailed to the BOE on August 31, 2011 and applied against the liability leaving a balance of $ 7,146 in sales and use tax and $ 13,316 in interest.

The Company was able to work with the BOE to have all penalties allotted, relieved from the account.

The estimated recognized loss due to the inability to collect from customers was decreased to adjust the reported loss during fiscal year 2011 from $ 30,000 to approximately $ 7,100 during the quarter ending September 30, 2011.

The Company was able to establish a payment plan with the Board of Equalization to begin payments starting February 20, 2012 in the amount of $ 3,542 per month until the remaining balance is paid in full.

The final payment was paid in July 2012.

Anthony Maher brought suit against PCS in January of 2014 , claiming breach of an employment contract, interference with economic expectancy, and fraud.

A s ettlement was agreed in exchange for dismissal of the suit, and release of PCS from any liability to Mr.

Maher for any and all claims related to Mr.

Mahers employment contract with PCS, PCS issued Mr.

Maher 400,000 shares of the common stock of PCS, and pa id him $ 50,000 .

PCS does not admit the allegations or any other wrongdoing, but would rather settle the matter for a modest amount costing the Company $ 10,000 after insurance settlement and $ 2,650 in mediation fees, to avoid the expense of defending it in court.

The settlement agreement was execut ed on July 9 , 2014.

NOTE 10 - EDUCATIONAL SOFTWARE

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At that point, the development costs are reported at the lower of unamortized cost or net realizable value.

Capitalized programs and student exercise inventory items are amortized on a straight-line basis over the estimated useful life of the program or exercise, generally 24 to 48 months.

Capitalized program s and student exercise inventory items are amortized on a straight-line basis over the estimated useful life of the program or exercise, generally 24 to 48 months.

NOTE 1 1 - ACCRUED EXPENSES

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Credit card debt

Professional fees:

legal, accounting & other

Total accrued expenses

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Balance as of March 31, 2015

No common stock options were exercised during the years ended March 31, 2014 and 2013 , respectively.

No common stock options were exercised during the year s ended March 31, 201 5 and 201 4 , respectively .

During the year ended March 31, 2015, the Company issued and cancelled 2,000,000 and 605,000 warrants, respectively.

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During the year ended March 31, 201 4 , the Company issued and cancelled 30,000 and 100,000 warrants , respectively .

Stock options issued and cancelled was 1,600,000 and 1,687,479, respectively.

Stock options issued and cancelled during the same period was 660,000 and 1,361,964 respectively.

Cancellations are, in general, due to employee terminations prior to the common stock option being fully vested.

Expirations are due to common stock options not being exercised prior to the stated expiration date.

February 1, 2014 , the company granted 40,000 incentive options each to three employees per year for three years.

Expirations are due to common stock options not being exercise d prior to the stated expiration date.

February 1, 2014, the C ompany granted 40,000 incentive options each to t hree employees per year for three years.

These options were issued as incentive compensation to the employee.

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The options have an expected volatility rate of 2 59 .0 7 % calculated using the Company stock price for a three-year period.

A risk free interest rate of 0.26 % - 0.76 % was used to value the options.

A risk free interest rate of 0.26 % - 0.

76 % was used to value the options.

The total value of these options was $ 1 5 , 926 .

The options vest over a three -year period and are exercisable at a range of $.

05 to $ 0.6 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of March 31, 2014, $ 2,204 of the total value was expensed.

January 1, 2014 , the company granted 40,000 incentive options each to one employee per year for three years.

The options vest over a three -year period and are exercisable at a range of $ .05 to $ 0.6 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan .

As of March 31, 201 4 and 2015 , $ 1,752 and $ 5,284 in value of the options was expensed.

January 1, 2014 , the C ompany granted 40 ,000 incentive options each to one employee per year for three years .

These options were issued as incentive compensation to the employee.

The options were valued using the Black-Scholes valuation model.

The options have an expected volatility rate of 258.20 % calculated using the Company stock price for a three -year period.

A risk free interest rate of 0.41 % - 0.64 % was used to value the options.

The options have an expected volatility rate of 2 58 .

20 % calculated using the Company stock price for a t hree -year period.

A risk free interest rate of 0.

64 % was used to value the options.

The total value of these options was $ 5,908 .

The options vest over a three -year period and are exercisable at a range of $.

05 to $ 0.6 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of March 31, 2014, $ 426 of the total value was expensed.

August 1, 2013, the company granted 60,000 incentive options to an employee.

As of March 31, 201 4 and 2015 , $ 480 and $ 1,964 in value of the options was expensed.

August 1, 2013 , the C ompany granted 60,000 incentive options to an employee.

These options were issued as incentive compensation to the employee.

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The total value of these options was $ 3,490 .

The options vest over a three -year period and are exercisable at $.

0362 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of March 31, 2014, $ 964 of the total value was expensed.

The options vest over a three -year period and are exercisable at $ .0362 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

The employee resigned prior to March 31, 2015 and $ 325 was expense through date of resignation.

Options were forfeited due to termination.

August 1 6 , 2013, the company granted 120,000 incentive options to an employee.

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The total value of these options was $ 6,295 .

The options vest over a three -year period and are exercisable at $.

06 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

The options vest over a three -year period and are exercisable at $ .06 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

The employee resigned prior to March 31, 2014 and $ 848 was expense through date of resignation.

On January 11, 2013 , the Company granted 150,000 incentive stock options to an employee under the Companys 2009 Equity Incentive Plan.

The incentive options are convertible to restricted Rule 144 common stock.

The options were valued using the Black-Scholes valuation model.

The restricted Rule 144 shares have an expected volatility rate of 323.15 %.

The total value of this option was $ 9,482 .The options vest over a 12 month period and are exercisable at $ 0.06 per share.

The fair market value was calculated and as of March 31, 2013, $ 1,184 in value of the options was expensed.

The employee was terminated and the options were expensed through termination date and options were forfeited due to termination.

O ptions were forfeited due to termination.

On May 15, 2012, the Company granted 850,000 incentive stock options to an officer , Robert Grover .

The expected volatility rate of 223.62 % calculated using the Company stock price over the period beginning June 1, 2009 through date of issue.

The expected volatility rate of 223.62 % was calculated using the Company stock price over the period beginning June 1, 2009 through date of issue.

A risk free interest rate of 0.38 % was used to value the options.

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As of March 31, 201 4 and 201 5 , $ 19,311 and $ 9,914 in value of the options was expensed.

On April 13, 2012 , the Company granted 450,000 incentive stock options to an officer, Leann Gilberg.

The incentive stock options are convertible to restricted Rule 144 common stock.

The restricted Rule 144 shares have an expected volatility rate of 220.15 % calculated using the Company stock price over the period June 1, 2009 through date of issue.

A risk free interest rate of 0.41 % was used to value the options.

The options were valued using the Black-Scholes valuation model.

The total value of this option was $ 22,192 .

The options vest over a two year period and are exercisable at $ 0.05 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of March 31, 2013, $ 11,712 in value of the options was expensed before Ms.

Gilberg was resigned in November 2012.

On March 16, 2012 , the Company granted 150,000 incentive stock options to an officer, Brett Newbold.

The options were granted but not issued until the fiscal year ending March 31, 2013.

The incentive stock options are convertible to restricted Rule 144 common stock.

The restricted Rule 144 shares have an expected volatility rate of 219.31 % calculated using the Company stock price over the period beginning June 1, 2009 through the date of issue.

A risk free interest rate of 0.21 % was used to value the options.

The options were valued using the Black-Scholes valuation model.

The total value of this option was $ 5,915 .

The options vest over a 12 -month period and are exercisable at $ 0.04 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of March 31, 2013, $ 4,929 in value of the options was expensed upon Mr.

Newbolds departure in February 2013.

On August 24, 2010, the Company granted 133,930 incentive options to an employee.

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The shares have an expected volatility rate of 109.70 % calculated using the Company stock price for a two-year period beginning August 25, 2010.

A risk free interest rate of .

39 % was used to value the options.

The options vest over a three -year period and are exercisable at $.

70 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

A risk free interest rate of .39 % was used to value the options.

The options vest over a three -year period and are exercisable at $ .70 per share which represents the fair market value at the date of grant in accordance with th e 2009 Equity Incentive Plan.

The total value of these options was $ 44,715 .

As of March March 31, 2013, $ 7,259 , of the total value was expensed.

As of March 31, 2013, $ 7,259 , of the total value was expensed.

During the period ended March 31, 2014, the options were fully vested and the remaining $ 202 was expensed.

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The shares have an expected volatility rate of 109.81 % calculated using the Company stock price for a two-year period beginning August 23, 2010.

A risk free interest rate of .

37 % was used to value the options.

A risk free interest rate of .37 % was used to value the options.

The options were valued using the Black-Scholes valuation model.

The total value of these options was $ 20,655 .

The options vest over a three -year period, contain a number of performance conditions and are exercisable at $.

71 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

The options vest over a three -year period, contain a number of performance conditions and are exercisable at $ .71 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

As of March 31, 20 13, $ 3,097 of the total value was expensed.

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The total value of these options was $ 258,170 .

The options vest over a three -year period and are exercisable at $.

55 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

During the twelve-months ended March 31, 2013, $ 28,146 of the total value was expensed.

The options vest over a three -year period and are exercisable at $ .55 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

During the tw elve-months ended March 31, 2013, $ 28, 146 of the total value was expensed.

During the period ended March 31, 2014, the options were fully vested and the remaining $ 5,212 was expensed.

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The options have an expected volatility rate of 113.82 % calculated using the Company stock price for a two-year period beginning June 17, 2010.

A risk free interest rate of .

53 % was used to value the options.

A risk free interest rate of .53 % was used to value the options.

The total value of these options was $ 92,897 .

The options vest over a three -year period and are exercisable at $.

60 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

During the twelve-months ended March 31, 2013, $ 13,547 of the total value was expensed.

The options vest over a three -year period and are exercisable at $ .60 per share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan.

During the tw elve-months ended March 31, 2013 , $ 13,547 of the total value was expensed.

During the period ended March 31, 2014, the options were fully vested and the remaining $ 3,486 was expensed.

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The warrants were valued using the Black Scholes Valuation Model, resulting in a fair value of $ 1,581 .

The warrants expired on March 17, 2015.

On January 17, 2013, the Company issued 100,000 warrants to a shareholder with a 36 month term at $ 0.07 per share exercise price as consideration for the issuance of a Promissory Note in the amount of $ 200,000 , in which $ 63,000 was to be considered advanced under a previous Note between Borrower and Lender dated December 26, 2012.

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The note was paid in full on April 1, 2013.

On January 11, 2013 , the Company issued 120,000 warrants to a shareholder and lender and 65,000 warrants to another shareholder and lender both with a 36 month term at $ 0.07 per share exercise price as consideration for renewal of outstanding debt and promissory notes.

The warrants were tainted and had a derivative value of $ 1,726 expensed during the quarter ended March 31, 2013.

On July 16, 2012 , the Company issued 100,000 warrants with a 36 month term at $ 0.15 per share exercise price in conjunction with a Promissory Note agreement which was secured by a purchase order in the amount of $ 741,780 dated July 16, 2012.

On January 22, 2015 the Company issued 2,000,000 warrants to a shareholder and Board member with a 36 month term to purchase restricted Rule 144 Common Stock, no par value (the "Share"), as consideration for the issuance of a promissory note in the amount of $ 400,000 , from the Company at a purchase price of $ 0.04 per share of Common Stock (the "Exercise Price").

These Warrants are fully vested and exercisable.

The warrants were evaluated for embedded derivatives in accordance with ASC 815 and were found to not include any embedded derivatives.

The warrants attached to the note were valued using the Black Scholes Valuation Model.

The assumptions used in the model included the historical volatility of the Companys stock of 180 %, and the risk-free rate for the periods within the expected life of the warrant based on the U.S.

Treasury yield curve in effect of 0.35 %.

The resulting fair value is $ 66,717 .

This value was recorded as a debt discount and is being amortized over the life of the loan.

$ 28,533 was amortized as of March 31, 2015.

NOTE 1 3 - RELATED PARTY TRANSACTIONS

During the fiscal year ended March 31, 2014 and March 31, 2013, the Company entered into various loan transactions with members of the Board of Directors (Donald Farley, Todd Hackett and Murali Ranganathan) and Shareholders.

During the fiscal year ending March 31, 2015 the Company converted 489,286 restricted stock units (RSUs) of the 4 89 , 286 issued to common stock for non-management directors for services rendered dur ing the period September 1, 2013 to August 31, 201 4 at a rate of one share of common stock for each restricted stock unit.

During the fisc al period ending March 31, 2015 , the Company issued 170,000 shares of common stock to employee s .

The per share price range was $ 0.04 to $ 0.52 for a net value of $ 81,600 based on the closing price of the Companys common stock on the date of grant.

During the f iscal year ending March 31, 2015 , the Company issued 18 , 455,666 shares of common stock for the conversion of promissory notes issued to a private investor , former officer, and members of the board of directors .

The price per share value ranged from $ 0.03 to $ 0.06 resulting in a net value of $ 696,374 .

Due to conversion within the terms of the note, no gain or loss was recorded as a result of the conversion .

During the year ended March 31, 201 5 , the Company issued 400,000 shares of common stock in settled mediation of a previous employment contract.

The per share was $ 0.06 for a net value of $ 22,000 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ended March 31, 201 5 and March 31, 201 4 , the Company entered into various loan transactions with members of the Board of Directors (Todd Hackett and Murali Ranganathan) and Shareholders.

The loans were done at arms - length and are fully disclosed in Note 8.

During the fiscal period ending March 31, 201 5 , the Company issued 40,000 shares of common stock to an employee.

The per share is $ 0.05 for a net value o f $ 2 , 0 00 based on the closing price of the Companys common stock on the date of grant.

During the fiscal period ending March 31 , 2015, the Company issued 40,000 shares of common stock to an employee.

The per share is $ 0.04 for a net value o f $ 1,600 based on the closing price of the Comp anys common stock on the date of grant.

During the fiscal period ending March 31 , 2015, the Company issued 10,000 shares of common stock to an employee.

The per share is $ 0.04 for a net value o f $ 400 based on the closing price of the Company s common stock on the date of grant.

During the fiscal year ended March 31, 201 4 , the Company granted 25,000 shares of restricted stock to Lead Accountant , Shannon Hull.

The per share is $ 0.06 for a net value of $ 1,500 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ended March 31, 2014 , the Company granted 40,000 shares of restricted stock to project manager, Mike Miraligo.

The per share is $ 0.05 for a net value of $ 2,080 based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ending March 31, 2014 the Company converted 442,857 restricted stock units (RSUs) of the 442,857 issued to common stock for non-management directors for services rendered during the period September 1, 2012 to August 31, 2013 at a rate of one share of common stock for each restricted stock unit.

During the fiscal period ending March 31, 2014 , the Company issued 30,000 shares of common stock to employee.

During the fiscal year ended March 31, 201 4 , the Company granted 40,000 shares of restricted stock to project manager, Mike Mira g lio and Director of Sales, Michael Brown .

The per share is $ 0.05 for a net value of $ 2,080 each based on the closing price of the Companys common stock on the date of grant.

During the fiscal year ending March 31, 2014 the Company converted 442,857 restricted stock units (RSUs) of the 4 42 , 857 issued to common stock for non-management directors for services rendered dur ing the period September 1, 2012 to August 31, 201 3 at a rate of one share of common stock for each restricted stock unit.

During the fiscal period ending March 31, 2014, the Company issued 30,000 shares of common stock to an employee.

The per share is $ 0.05 for a net value of $ 1,500 based on the closing price of the Companys common stock on the date of grant.

During the fiscal period ending March 31, 2014 , the Company issued 40,000 shares of common stock and $9,500 in cash payment for wages to an employee, Heidi Grover (spouse of Robert Grover) for services.

During the fiscal period ending March 31, 2014, the Company issued 40,000 sh ares of common stock and $9,500 in cash payment for wages to an employee, Heidi Grover (spouse of Robert Grover) for services .

The price per share is 0.05 for a net value of $ 2,080 based on the closing price of the Companys common stock on the date of grant .

As of March 31, 2014 the shares have not been issued and recorded as stock payable.

During the fiscal year ending March 31, 2014, the Company issued 3,138,630 shares of common stock for the conversion of promissory notes issued to a private investor , who is a member of the board of directors .

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Due to conversion within the terms of the note, no gain or loss was recorded as a result of the conversion .

During the fiscal year ending March 31, 2013 the Company converted 300,000 restricted stock units (RSUs) of the 450,000 issued to common stock for non-management directors for services rendered during the period September 1, 2011 to August 31, 2012 at a rate of one share of common stock for each restricted stock unit.

In addition, the board members we all issued new Restricted Stock Awards for the current period of September 1, 2012 to August 31, 2013.

The transaction is described in detail on page 44 , Note 7 .

During the fiscal year ended March 31, 2013 , the Company granted 200,000 shares of restricted stock to officer, Robert Grover, in addition to a 150,000 restricted stock award as a bonus and 850,000 shares of Incentive Stock Options.

Full disclosures can be read under Note 7 and Note 13 .

During the fiscal year ended March 31, 2013 , the Company granted 50,000 shares of restricted stock to officer, Leann Gilberg, in addition to 450,000 shares of Incentive Stock Options.

Full disclosures can be read under Note 7 and Note 13 .

During the year ended March 31, 2013 , the Company had an employment agreement with Brett A.

Newbold as the Companys new Chief Operating Officer.

In conjunction with the employment agreement, the Company granted Mr.

Newbold 100,000 shares of restricted common shares of PCS stock.

In addition to the monthly salary and the aforementioned 100,000 shares of common restricted stock, the Company issued to Newbold 150,000 shares of Incentive Stock Options.

The details of these stock issuances are fully disclosed in Note 7 and Note 13 .

NOTE 1 4 ACCOUNTS RECEIVABLE

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The allowance is based on the higher of the prior three-year historical uncollectable accounts as a percentage of sales or specifically identified aging accounts over 90 days .

Total bad debt allowance as of March 31, 2014 and 2013, was $ 4,063 and $ 2,669 , respectively.

The bad debt expense for the year ending March 31, 2014 was ($ 52,134 ) predominantly due to allowance of the long-term Note receivable generated from the Labmentor sale.

Total bad debt allowance as of March 31, 201 5 and 201 4 , was $ 3 , 184 and $ 4,063 , respectivel y.

NOTE 15 OTHER ASSETS

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The Brain is incorporated into AOR product line.

The cost of the mold was $ 28,426 .

The cost of the m old was $ 28,426 .

The cost is amortized on a per unit basis with a total estimated 10,000 units.

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Other income is made up of the following at March 31, 201 5 and March 31, 20 1 4 .

Recovery of previously written off receivables

Interest Income

Gain on Bad Debt Collection

Gain on Cancellation of Debt

Total Other Income

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The results of discontinued operations is a net loss of ($ 0) and ($ 30,580) for the period ended March 31 , 201 5 and 201 4.

The assets and liabilities of PCS LabMentors were segregated in the balance sheet and appropriately labeled as discontinued.

As of the LabMentors sale, income and expenses are netted in the income statement and appropriately labeled as discontinued operations.

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NOTE 1 8 - SUBSEQUENT EVENTS

On April 14, 2014, Mr.

Hackett financed a short term Promissory Note in the amount of $ 160,000 , payable with interest at 15 % per annum, in cash on or before August 30, 2014 .

The Promissory Note is secured by several customer Purchase Orders in the amount of $ 169,803 .The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

On May 2, 2014 , Mr.

Hackett financed a short term Promissory Note in the amount of $ 60,000 , payable with interest at 15 % per annum, in cash on or before August 30, 2014.

The Promissory Note is secured by several customer Purchase Orders in the amount of $ 64,259 The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

On May 5, 2014 , Mr.

Hackett financed a short term Promissory Note in the amount of $ 145,000 , payable with interest at 15 % per annum, in cash on or before July 15, 2014.

The Promissory Note is secured by T4EDU Contract Order in the amount of $ 176,000 .

The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

On May 21, 2014 , Mr.

Hackett financed a short term Promissory Note in the amount of $ 50,000 , payable with interest at 15 % per annum, in cash on or before August 30, 2014.

The Promissory Note is secured by several customer Purchase Orders in the amount of $ 50,084 .The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

On May 16, 2014 , Mr.

Hackett financed a short term Promissory Note in the amount of $ 150,000 , payable with interest at 15 % per annum, in cash on or before August 30, 2014.

The Promissory Note is secured by several customer Purchase Orders in the amount of $ 160,514 .The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

On May 21, 2014 , Mr.

Hackett financed a short term Promissory Note in the amount of $ 50,000 , payable with interest at 15 % per annum, in cash on or before August 30, 2014.

The Promissory Note is secured by several customer Purchase Orders in the amount of $ 50,034 The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

On June 4 , 2014, Mr.

Hackett financed a short term Promissory Note in the amount of $ 25,000 , payable with interest at 15 % per annum, in cash on or before September 3, 2014.

The Promissory Note is secured by several customer Purchase Orders in the amount of $ 25,611 .

The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term.

The $ 30,000 note payable originally dated December 30, 2011 and $ 250,000 note payable originally dated February 13, 2014, due March 31, 2014 were extended to be due March 31, 2015 and July 15, 2014, respectively.

PCS has no notes payable in default.

On October 21, 2014 the Company executed a promissory note with one of our shareholders and board members in the amount of $ 870,457 .

The note is non-convertible and bears an interest rate of 10 % per annum, and due May 31, 2015.

This note due date was subsequently extended to September 30, 2015 .

On February 17, 2015 the Company executed a promissory note with one of our shareholders and board members, for $ 135,000 at 10 % interest per annum, due June 30, 2015 , secured by T4EDU existing AR on completed contracts, to finance operations and inventory purchases.

This note due date was subsequently extended to September 30, 2015.

On April 15, 2015, the Company signed a sixth lease amendment with Landmark Business Center, LLC, for lease of additional warehouse space for $ 725 monthly for a six month term.

On April 20, 2015, the Company executed a promissory note with one of our shareholders and board members, for $ 135,000 at 10 % interest per annum, due June 30, 2015 , secured by existing AR, to finance operations and inventory purchases.

There is no conversion feature associated with this promissory note.

On May 20, 2015 this note was extended to September 30, 2015.

Hackett, the Companys Co-CEO, shareholder, predominant promissory note holder, and Board of Directors member, has purchased 1,520,972 shares of PCS Edventures!

common stock on the open market between fiscal year end March 31, 2015 and filing of this Annual Report.

On May 1, 2015, the Chief Executive Officer, Robert Grovers daughter, Dalton Grover was hired as the Curriculum Coordinator.

On or about May 18, 2015, the Company was named as a co-defendant in a legal action related to one of its employees, alleged to have been driving an automobile negligently while on work related services for the Company, and causing damages to the plaintiffs in the action.

The Company has engaged legal counsel to represent it in this matter, and it is not presently in a position to determine what, if any, liability it may have for the actions of its employee, or even whether such employee was negligence in any manner.

The Company also believes that it has adequate insurance coverage for its legal representation and any potential liability.

On May 20 and 26, 2015, respectively, PCS appointed Paula LuPriore and K.

Sue Redman to the Board of Directors.

Normal 0 false false false EN-US X-NONE X-NONE

On June 8, 2015, the Company executed a promissory note with one of our Co- CEO, shareholders and board members, for $ 150,000 at 10 % interest per annum, due September 30, 2015 , secured by existing AR, to finance operations and inventory purchases.

There is no conversion feature associated with this promissory note.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

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Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as the Securities and Exchange Commission (SEC) defines such term.

We maintain disclosure controls and procedures, as the SEC defines such term.

We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized, and reported within the periods specified in the SECs rules and forms.

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Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of March 31, 2015.

Based on this evaluation, the Chief Executive Officer concluded that our Companys disclosure controls and procedures, including the accumulation and communication of disclosures to the Companys Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure were not effective as of this date to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms.

Based on this evaluation, the Chief Executive Officer and Vice President/Controller, acting as principle financial officer, concluded that our Companys disclosure controls and procedures, including the accumulation and communication of disclosures to the Companys Chief Executive Officer and Vice President/Controller, acting as our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure were not effective as of this date to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms.

The Companys year-end closing process did not adequately ensure that all transactions were accounted for in accordance with GAAP and that required adjustments were made to the financial statements to prevent them from being materially misstated.

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Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.

Our management, including our Chief Executive Officer and Vice President/Controller, acting as our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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Management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Our management, with the participation of the principal executive officer, evaluated the effectiveness of the Companys internal control over financial reporting as of March 31, 2014.

Our management, with the participation of the Chief Executive Officer and Vice President/Controller, acting as our Chief Financial Officer, evaluated the effectiveness of the Companys internal control over financial reporting as of March 31, 2015.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework.

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This material weakness was evidenced through the Companys year-end closing process, which did not adequately ensure that all transactions were accounted for in accordance with GAAP and that required adjustments were made to the financial statements to prevent them from being materially misstated.

Based on this evaluation, our management, with the participation of the principal executive officer, concluded that, as of March 31, 2014, our internal control over financial reporting was not effective.

Based on this evaluation, our management, with the participation of the Chief Executive Officer and Vice President/Controller, acting as our Chief Financial Officer, concluded, as of March 31, 2015, our internal control over financial reporting was not effective.

Management acknowledges that as a smaller reporting entity, it is difficult to have adequate accounting staff to perform appropriate additional reviews of the financial statements.

In addition, the Companys Chief Financial Officer resigned prior to year-end and training and transitioning has taken time.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Managements report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only managements report in this Annual Report.

Changes in Internal Control Over Financial Reporting

On November 30, 2012, Ms Gilberg resigned as Chief Financial Officer.

Changes in I nternal C ontrol O ver F inancial R eporting

Other Information

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The following table sets forth the name, age and position of each officer and director of the Company:

Appointed 01/04/12

Chief Executive Officer

Appointed 02/01/15

Vice President/Treasurer

Appointed 01/31/14

Director Chair & Secretary

Appointed 08/03/12

Co-CEO & Director

Murali Ranganathan

Appointed 01/11/13

Paula LuPriore

Appointed 05/20/15

Appointed 05/26/15

Term of Office.

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Grover has been instrumental in the continued development and growth of the PCS family of products.

Grover joined PCS at its inception.

He joined PCS at its inception.

Grover graduated from Boise State University in 1987 with a Bachelor of Arts degree in English and an A.A.S.

in Business Management.

On February 1, 2015, Ms.

Horsburgh was appointed as Vice President and Treasure.

Horsburgh started as the Controller in January of 2014.

Horsburgh brings 20 plus years of executive leadership, financial management, and accountancy experience to PCS.

The last 10 years specifically as Controller and interim General Manager for Doubletree Riverside Hotel and personal real estate investments.

Russelee Horsburgh earned her Bachelor in Accountancy and MBA (Financial Emphasis) from Boise State University.

Ide is the President of Ide Law & Strategy, PLLC and has worked as an engineer and lawyer for companies including Battelle Memorial Institute, Boise Cascade Corporation, Albertsons, Inc., and Idaho Power Company.

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from the SJ Quinney School of Law at the University of Utah, and a Certificate in Mediation from Harvard University.

Ide is active in the Idaho STEM community, is on the Fulbright Roster of Specialists, and serves as the Treasurer on the Board of the Idaho Nonprofit Center.

Ide is active in the Idaho STEM community, is on the Fulbright Roster of Specialists, and serves on the Advisory Council of the Responsible Business Initiative at the Boise State University College of Business and Economics.

She brings expertise in engineering, law, mediation, energy, communications, marketing, and social media.

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Significant Employees.

Khoury is the founder of PCS LabMentors, Ltd.

formerly known as 511092 N.B.

Prior to forming LabMentors, he was employed as a software engineer with MIMS Consultants, Inc.

He brings to PCS extensive knowledge of computer software and network communication systems.

He graduated from the University of New Brunswick in 1993 with a Bachelor of Science in Electrical Engineering.

Joseph purchased PCS LabMentors, Ltd.

on August 31, 2013 from the Company.

Family Relationships.

Chief Executive Officer, Robert Grover spouse, Heidi Grover works for the company as Director of the Learning Center.

Chief Executive Officer, Robert Grover spouse, Heidi Grover works for the company as Director of Product Development.

Involvement in Certain Legal Proceedings.

With the exception of the consent judgment involving the Companys former Chief Financial Officer Ms.

Stith and the Final Judgment involving the Companys former Chief Executive Officer Mr.

Maher in the Securities and Exchange Commission (the SEC) case discussed in Note 8(b), during the past 10 years, to our knowledge, none of our present or former directors, executive officers or persons nominated to become directors or executive officers has been the subject of any of the following:

(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice;

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any federal or state securities or commodities law or regulation;

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act.

Based solely on review of the copies of such forms furnished to us, we believe that all Section 16(a) filing requirements applicable to our executive officers and directors were timely filed during fiscal year 2014 with the exception of the below:

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended March 31, 2015, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

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We chartered an audit committee in 2001 for the purpose of engaging an accounting firm, which is currently M&K CPAs, PLLC, for the annual audit and quarterly reviews.

The audit committee currently consists of Board members Murali Ranganathan andTodd Hackett.

The audit committee currently consists of Board members Murali Ranganathan and Todd R.

Sue Redman joined the audit committee on May 26, 2015.

Ranganathan is considered an audit committee financial expert based on his previous work experience and the definition contained in Reg.

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The audit committee meets with M&K CPAs, PLLC via telephone on a quarterly basis and meets separately with management to review quarterly financial results and discuss any issues.

The audit committee facilitated a teleconference meeting with the Board of Directors and M&K CPAs, PLLC on during the Companys Annual Meeting.

The audit committee facilitated a teleconference meeting with the Board of Directors and M&K CPAs, PLLC during the Companys Annual Meeting.

In addition, the audit committee discusses auditing issues as needed during regularly scheduled board meetings, which are documented in the Companys minutes.

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Grovers salary comprised 14.8% of the total compensation paid to all employees.

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Comp.

Value and Nonqualified Deferred Compensation Earnings

Gilberg, Former CFO (ii)

Newbold, Former COO (ii)

Grindle, Former CEO and Sr.

of Finance and Administration, CFO (ii)

Horsburgh, VP & Treasurer

(i) Aggregate amount of other compensation is less than $50,000 or 10% of the total annual salary and bonus reported.

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There were no equity-based awards granted to our executive officers for the fiscal year ended March 31, 2015.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards:

Number of Shares of Stock or Units

All Other Option Awards:

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards

Estimated Future Payouts

Under Equity Incentive

Number of Securities Underlying Options

Exercise or Base Price of Option Awards

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 201 5

Option Awards

Number of Securities Underlying Unexercised Options (#)

Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price ($)

Option Expiration Date

Number of Shares of Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Number of Securities Underlying Unexercised Unearned

OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR

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Option Awards

Number of Shares Acquired on Exercise (#)

Value Realized on Exercised ($)

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)

Number of Shares

Acquired on Exercise

Value Realized on

Exercised ($)

Number of Shares

Acquired on Vesting

Value Realized

on Vesting ($)

Audit Committee Financial Expert.

We chartered an audit committee in 2001 for the purpose of engaging an accounting firm, which is currently M&K CPAs, PLLC, for the annual audit and quarterly reviews.

The audit committee currently consists of Board members Murali Ranganathan and Dehryl A Dennis.

The audit committee currently consists of Board members Murali Ranganathan and Todd Hackett.

Ranganathan is considered an audit committee financial expert based on his previous work experience and the definition contained in Reg.

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Restricted Stock Units are subject to forfeiture as described in the 2009 Plan.

Effective September 1, 2014, the Board resolved and adopted the annual fees to be paid to outside Directors of the Board be reduced to $7,500 annually and paid in the form of Restricted Stock Units, or other form authorized under the PCS 2009 Equity Incentive Plan as the Board determines.

Effective July 30, 2014, with respect to the time period of director service from September 1, 2014 through September 30, 2015 , the Board approved the grant to each Director for compensation for service of 150,000 Restricted Stock Units under the PCS Equity Incentive Plan.

The one-time 13-month term will allow the future yearly grant timing to match the Annual Meeting cycle Restricted Stock Units are subject to forfeiture as described in the 2009 Plan.

As of March 31, 2015, the Company had $12,111 of director fees accrued.

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The following table shows awards and payments to outside Directors of our Board for fiscal year 2015 as compensation.

Fees Earned or Paid in Cash ($)

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Dehryl Dennis

Donald Farley

Murali Ranganathan

(i) Don Farley resigned effective August 1, 2013 announced on the 8-K dated July 29 th , 2013.

Incentive Plan Compensation ($)

Change in Pension value

and Nonqualified

Deferred Compensation

(i) Don Farley resigned effective August 1, 2013 announced in an 8-K Current Report dated July 29, 2013.

Restricted Stock Unit agreements for non-management directors call for payment of current year director fees via issuance of restricted stock units over a vesting period of not less than twelve months, and require continued service for 12 months and reelection at the next annual shareholder meeting.

Therefore Don Farleys Restricted Stock Units for FY2014 was forfeited upon resignation.

(ii) Andrew Scoggin resigned effective January 31, 2015 announced in an 8-K Current Report dated January 31, 2015.

Restricted Stock Unit agreements for non-management directors call for payment of current year director fees via issuance of restricted stock units over a vesting period of not less than twelve months, and require continued service for twelve months and reelection at the next annual shareholder meeting.

Therefore Don Farleys restricted stock units for fiscal year 2014 were forfeited upon resignation.

Therefore Andrew Scoggins Restricted Stock units for FY2015 were forfeited upon resignation.

Employment Agreements

We had written employment agreements with the following two employees:

Newbold, Chief Operating Officer - The contract with Mr.

Newbold provides for a six-month Employment Agreement whereby he is to be paid $5,000 in cash and an additional 5,000 shares per month in restricted stock awards.

The Employment Agreement cannot be terminated by PCS during the six-month period without cause.

Newbold received 100,000 shares of restricted stock as a signing bonus.

He was also granted options to purchase 150,000 shares of PCS common stock under the PCS 2009 Equity Incentive Plan, with an exercise price of $0.04 per share based on the market value of the stock on the date of the grant.

Newbold is also eligible for standard benefits provided to all employees.

This agreement was terminated upon Mr.

Newbolds departure in February 2013.

Maher, Former Chief Executive Officer and Former Director of the Company - Mr.

Maher, an employee of the Company, resigned as an Officer and a Director of the Company last summer and was given an Employment Contract that was filed with the Securities and Exchange Commission on October 12, 2011 on a Form 8-K Current Report dated October 10, 2011.

Maher had been assisting the Company in the business development and finance areas.

January 16, 2012, Anthony A.

Maher returned from medical leave.

An Amended Employment Agreement was executed effective January 1, 2012, rescinding effective December 31, 2011, the prior Employment Agreement dated August 26, 2011.

Under this Agreement, Mr.

Maher receives a monthly salary of $7,500 plus standard insurance benefits available to all employees and is an at will employee of the Company.

He will report to the CEO and CFO and his role will be advisory.

This agreement was terminated upon Mr.

Mahers departure.

We had written employment agreements with the following employees:

We entered into an at will Employment Agreement with Mr.

Grover on May 15, 2012, which either party can terminate on 30 days prior written notice.

The Employment Agreement provides for compensation of $100,000 annually, for his service as Co-CEO;

the right to participate in health, dental and related benefits provided to other employees, including our 2009 Equity Incentive Plan;

and four weeks paid vacation, among other customary provisions.

He was also entitled to an award of 150,000 shares of our common stock comprised of restricted securities at or about the execution and delivery of the Employment Agreement, which was issued to him in 2012.

Stock Option Plans and Other Incentive Compensation Plans.

On August 27, 2009, the Board of Directors adopted and the shareholders approved the PCS Edventures!.com, Inc.

On August 27, 2009, the Board of Directors adopted and the shareholders subsequent approved the PCS Edventures!.com, Inc.

2009 Equity Incentive Plan (2009 Plan).

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Amount and Nature of Beneficial Ownership (1)

Name and Address of Beneficial Owner

Shares Issuable Upon

Exercise of Options

Shares Issuable Upon

Receipt of Restricted Stock Units

Shares Issuable Upon

Exercise of Warrants

Shares Issuable Upon

Exercise of Convertible Note

Percentage Owned

Name and Address of

Shares Issuable

Upon Exercise of

Shares Issuable

Upon Receipt of

Restricted Stock

Beneficial Owner

Grover, President & CEO

345 Bobwhite Court, Suite 200

Boise, Idaho 83706

Dennis Director

Dennis Former Director

345 Bobwhite Court, Suite 200

Less than 1.0%

Boise, Idaho 83706

Farley Secretary

Farley Former Director and Secretary

345 Bobwhite Court, Suite 200

Boise, Idaho 83706

345 Bobwhite Court, Suite 200 Boise, ID 83706

(1)23,004,418

345 Bobwhite Court, Suite 200

Boise, ID 83706

Murali Ranganathan

Murali Ranganathan Director

345 Bobwhite Court, Suite 200

Boise, Idaho 83706

Britt Ide Secretary

Britt Ide Director and Secretary

345 Bobwhite Court, Suite 200

Boise, Idaho 83706

All officers and directors

All officers and directors (as a group)

Unless otherwise noted above, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

3 unchanged sentences

Includes 764,974 shares owned of record by Mr.

of which 15,000 shares which are beneficially owned by spouse Heidi Grover

of which 55,000 shares are beneficially owned by spouse Heidi Grover.

Changes in Control.

To our knowledge, there are no present arrangements or pledges of our securities that may result in a change in control of our company.

To our knowledge, there are no present arrangements or pledges of our securities that may result in a change in control of the Company.

Certain Relationships and Related Transactions.

4 unchanged sentences

Director Independence.

We believe that all members of our Board of Directors with the exception of our Chief Executive Officer, Robert O.

Grover, are independent based on the following definition of NASDAQ, which is quoted below from Rule 5605(a)(2):

We believe that all members of our Board of Directors with the exception of our Co-Chief Executive Officers, Robert O.

Grover and Todd R.

Hackett, are independent based on the following definition of NASDAQ, which is quoted below from Rule 5605(a)(2):

Independent Director means a person other than an Executive Officer or employee of the Company or any other individual having a relationship, which, in the opinion of the Companys board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

2 unchanged sentences

(A) a director who is, or at any time during the past three years was, employed by the Company;

(B) a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(B) a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence, other than the following:

(i) compensation for board or board committee service;

3 unchanged sentences

(C) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company as an Executive Officer;

(D) a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(D) a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipients gross revenues for that year, or $200,000, whichever is more, other than the following:

(i) payments arising solely from investments in the Companys securities;

11 unchanged sentences

The following exhibits are filed as part of this Annual Report:

Second Amended and Restated Articles of Incorporation Filed October 2, 2006.

Articles of Amendment to Second Amended and Restated Articles of Incorporation filed April 4, 2012.

Third Amended By-Laws.

Code of Ethics.

Subsidiaries of the Company

302 Certification.

906 Certification.

Exhibit 3.1 Second Amended and Restated Articles of Incorporation Filed October 2, 2006.

Exhibit 3.2 Articles of Amendment to Second Amended and Restated Articles of Incorporation filed April 4, 2012.

Exhibit 3.2 Third Amended By-Laws.

Exhibit 14 Code of Ethics.

Exhibit 31.1 302 Certification.

Exhibit 32.1 906 Certification.

The following exhibits are incorporated by reference:

Form of Extension, 8-K filed June 18, 2013.

Form of Promissory Note, 8-K filed May 29, 2013.

Convertible Promissory Note, 8-K filed May 29, 2013.

Form of Promissory Note, 8-K filed January 11, 2013.

Form of Promissory Note, 8-K filed December 11, 2012.

Form of Promissory Note, 8-K filed October 12, 2012.

Form of Promissory Note, 8-K filed July 19, 2012.

Form of Warrant, 8-K filed July 19, 2012.

Exhibit 10.10

Form of Promissory Note, 8-K filed May 9, 2012.

Exhibit 10.11

Securities Purchase Agreement, 8-K filed April 30, 2012.

Exhibit 10.12

Convertible Promissory Note, 8-K filed April 30, 2012.

Exhibit 10.13

Form of Promissory Note, 8-K filed April 4, 2012.

Exhibit 10.1 Election of Director, 8-K Current Report dated May 27, 2015 filed June 1, 2015

Exhibit 10.2 Election of Director, 8-K Current Report dated May 20, 2015 filed May 27, 2015

Exhibit 10.3 Form of Extension, 8-K Current Report dated May 20, 2015 filed May 27, 2015

Exhibit 10.4 Press Release, 8-K filed April 23, 2015

Exhibit 10.5 Form of Promissory Note, 8-K Current Report dated February 5, 2015 filed February 10, 2015

Exhibit 10.6 Form of Warrant, 8-K Current Report dated February 5, 2015 filed February 10, 2015

Exhibit 10.7 Form of Promissory Note, 8-K Current Report dated January 31, 2015 filed February 5, 2015

Exhibit 10.8 Departure of Director, 8-K Current Report dated January 31,, 2015filed January 6, 2015

Exhibit 10.9 Convertible Promissory Note, 8-K Current Report dated July 30, 2014 filed July 31, 2014

Exhibit 10.10 Election of Director, 8-K Current Report dated July 30, 2014 filed June 3, 2014

Exhibit 10.11 Election of Director, 8-K Current Report dated January 31, 2014 filed February 4, 2014

Exhibit 10.12 Departure of Director, 8-K Current Report dated January 30, 2014 filed February 4, 2014

Exhibit 10.13 Form of Extension, 8-K Current Report dated January 8, 2014 filed January 10, 2014

Exhibit 10.14 Press Release, 8-K filed December 13, 2013

Exhibit 10.15 Form of Promissory Note, 8-K Current Report dated September 30, 2013 filed October 4, 2013

Exhibit 10.16 Convertible Promissory Note, 8-K Current Report dated September 30, 2013 filed October 4, 2013

Exhibit 10.17 Submission of Matters to Vote, 8-K Current Report dated September 20, 2013 filed September 23, 2013

Exhibit 10.18 LabMentors Disposition, 8-K Current Report dated September 9, 2013filed September 9, 2013

Exhibit 10.19 Press Release, 8-K filed August 28, 2013

Exhibit 10.20 Departure of Director, 8-K Current Report dated July 26, 2013filed July 30, 2013

Exhibit 10.20 Form of Extension, 8-K/A Current Report dated March 31, 2013 filed June 18, 2013.

Exhibit 10.21 Form of Promissory Note, 8-K Current Report dated May 24, 2013 filed May 30, 2013.

Exhibit 10.22 Convertible Promissory Note, 8-K Current Report dated May 24, 2013filed May 30, 2013.

Exhibit 10.23 Convertible Promissory Note, 8-K Current Report dated May 24, 2013 filed May 30, 2013.

Subsidiaries of the Company

XBRL Instance Document

4 unchanged sentences

XBRL Taxonomy Extension Schema Document

* P ursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Robert O.

President & CEO

/s/Russelee V.

Vice President & Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

Secretary and Director

Secretary & Director

/s/Murali Rananathan

2 unchanged sentences

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 8. Financial Statements and Supplementary Data