What changed in this filing

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Item 9A. Controls and Procedures

2025-06-30 compared with 2024-06-28 · 125 added, 168 removed, 184 unchanged (61% of the section changed)

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disclosed in our reports that are filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under

the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers,

the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits

under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers,

or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

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present in all material respects our financial condition, results of operations and cash flows for the periods presented.

with the participation of our Chief Executive Officer and our President, who acts as our Principal Financial Officer, have evaluated

the effectiveness, as of March 31, 2024, of our disclosure controls and procedures.

with the participation of our Chief Executive Officer and our President who acts as our Principal Financial Officer have evaluated the

effectiveness, as of March 31, 2025, of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer

and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024, because

of inadequate control and expertise over preparation of the preliminary financial statements and schedules for our auditor’s review,

resulting in some minor errors in applying Accounting Standards Codifications used in the United States to organize and present accounting

standards and principles.

Management has concluded that we will take appropriate action to add additional expertise to assist us in the

preparation of our future interim financial statements for our auditor’s review to ameliorate this weakness.

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.

and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2025, due to the

Company engaging the professional CPA firm of B.A.

Harris, CPAs, to assist the Company in preparing our preliminary condensed financial

statements and schedules for our auditor’s review.

in Internal Control Over Financial Reporting

the exception of management’s plan to take appropriate action to add additional expertise to assist us in the preparation of our

future interim financial statements to ameliorate this weakness and to assist us in designing and implementing a system of adequate controls

over the preparation of our financial statements and schedules, there have been no changes in our internal control over financial reporting

during the fiscal year ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

the end of fiscal year 2024, management recognized that it needed assistance in the preparation of financial statements.

Harris, CPAs, to assist in the preparation of financial statements during fiscal year 2025.

With the exception of engaging

Harris, CPAs, there have been no changes in our internal control over financial reporting during the fiscal year ended March 31,

2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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of Election or Designation

November 20, 2015

CEO and Chairman

CEO, November

December 10, 2015

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terms of office of our current directors shall continue until an annual meeting of stockholders is held.

The Company has no plans to

conduct an annual meeting until the spring of 2025.

The annual meeting of the Board of Directors immediately follows the annual meeting

of stockholders, at which time executive officers for the coming year are elected.

The Company plans to conduct

an annual meeting in September of 2025.

The annual meeting of the Board of Directors immediately follows the annual meeting of stockholders,

at which time executive officers for the coming year are elected.

Hackett – CEO and Chairman of the Board of Directors

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best thinkers.

believe that, based on education and experience, both of our directors are qualified to serve.

Iddings - Director

Iddings joined the Board of Directors in January of 2025.

He brings extensive experience in scaling businesses, fostering investor engagement,

and identifying high-growth opportunities.

As Chief Community Officer at MicroCapClub LLC, he has helped build a premier network of experienced

investors focused on discovering high-quality, high-potential microcap companies.

to MicroCapClub, from 2019 to 2024, Sean founded and grew Immersion Factory LLC into the largest real estate photography company in Central

NY, demonstrating his ability to scale businesses in niche markets.

He is a licensed drone pilot, has over 15 years investment experience

in the microcap space, and holds a B.A.

from Berklee College of Music.

believe that, based on education and experience, all of our directors are qualified to serve.

Relationships.

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been involved in any of the following activities:

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 years before the time of such filing, or any corporation or business association of which

he was an executive officer at or within two years before the time of such filing;

person was convicted in a criminal proceeding or is a named subject of a pending criminal

proceeding (excluding traffic violations and other minor offenses);

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 from, or otherwise limiting, the following activities:

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

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 years before the time of such filing, or any corporation or business association of which he was an executive officer

at or within two years before the time of such filing;

person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

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 from, or otherwise limiting, the following activities:

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;

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

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 60 days the right of such person to engage in any activity described in paragraph

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;

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 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;

person was found by a court of competent jurisdiction in a civil action or by the Commission

to have violated any Federal or State securities law, and the judgment in such civil action

or finding by the Commission has not been subsequently reversed, suspended, or vacated;

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;

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:

Federal or State securities or commodities law or regulation;

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

law or regulation prohibiting mail or wire fraud or fraud in connection with any business

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.

Such person was found by a

court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and

the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

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;

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:

Any Federal or

State securities or commodities law or regulation;

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;

Any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

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.

with Section 16(a) of the Exchange Act.

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adopted a Code of Ethics and revised it in 2016.

The Code is attached as Exhibit 14 of this Annual Report.

The Code was filed with the Form 10-K for March 31, 2024, on June 30, 2024, and is incorporated

herein by reference.

changes have been made to the process by which shareholders may nominate a person or persons to serve as a member of the Company’s

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CEO & Chairman

President & Director

Equity Awards

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Fees Earned or Paid in Cash

Stock Awards ($)

Option Awards

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Nonqualified Deferred Compensation Earnings

Other Compensation ($)

Company does not currently compensate its directors for service as directors and has not for the past five years.

All Other Compensation ($)

Company does not currently compensate its internal directors for service as directors and has not for the past five (5) years.

Iddings is an independent director who began his service on January 22, 2025.

He is compensated with 20,000 shares of PCSV common stock

Payment for the quarter ended March 31, 2025, was made in April of 2025.

Company does not have any employment agreements with any of its executive officers.

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Company did not grant any options during fiscal years 2025 or 2024.

Committee Financial Expert.

members Mike J.

Bledsoe and Todd R.

Hackett engaged our accounting firm, which is currently Haynie & Company, CPAs, for the annual

audit and quarterly reviews.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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common stock actually outstanding.

following table sets forth, as of September 30, 2023, the names, addresses and number of shares of common stock beneficially owned by

all persons known to the management of PCS to be beneficial owners of more than 5% of the outstanding shares of common stock, and the

names and number of shares beneficially owned by all directors of PCS and all executive officers and directors of PCS as a group (except

as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned).

following table sets forth, as of March 31, 2025, the names, addresses and number of shares of common stock beneficially owned by all

persons known to the management of PCS to be beneficial owners of more than 5% of the outstanding shares of common stock, and the names

and number of shares beneficially owned by all directors of PCS and all executive officers and directors of PCS as a group (except as

indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned).

purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules

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does not constitute an admission of beneficial ownership.

percentages are calculated based upon a total number of 124,733,494 shares of common stock outstanding as of June 28, 2024, plus, in

the case of the individual or entity for which the calculation is made, that number of options or warrants owned by such individual or

entity that are currently exercisable or exercisable within 60 days.

Name and Address of Beneficial Owner of Common Stock

of Beneficial

Officers and Directors

Hackett 11915 W.

Executive Dr., Suite 101 Boise, ID 83713

Bledsoe 11915 W.

Executive Dr., Suite 101 Boise, ID 83713

All Officers and Directors as a group (2 persons)

Daniel Fuchs (1) 526 Shoup Ave.

percentages are calculated based upon a total number of 121,924,804 shares of common stock outstanding as of June 30, 2025.

and Address of Beneficial Owner of Common Stock

and Directors

Hackett 941 S.

Industry Way Meridian, ID 83642

Bledsoe 941 S.

Industry Way Meridian, ID 83642

Officers as a group (two (2) persons)

Iddings 33 Bank Street Newfield, NY 14867

Directors as a group (three (3) persons)

Fuchs (1) 526 Shoup Ave.

W., Suite K Twin Falls, ID 83301

K2Red, LLC 526 Shoup Ave.

LLC 526 Shoup Ave.

W., Suite K Twin Falls, ID 83301

Includes shares owned in K2Red, LLC., in which Daniel Fuchs is a 33.3% owner and control person.

shares owned in K2Red, LLC., in which Daniel Fuchs is a 33.3% owner and control person.

our knowledge, there are no present arrangements or pledges of our securities that may result in a change in control of the Company.

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with Related Persons

the fiscal year ending March 31, 2024, the Company had no transactions with related persons.

the fiscal year ending March 31, 2023, the following related party transactions occurred:

August 21, 2018, the Company granted 1,000,000 stock options to our President, Michael J.

The expected volatility rate of 254.03%

was calculated using the Company’s stock price over the period beginning August 21, 2018, through date of issue.

A risk-free interest

rate of 0.27% was used to value the options.

The options were valued using the Black-Scholes valuation model.

The options vested immediately

and were exercisable at $0.025 per share which represents the fair market value at the date of grant in accordance with the 2009 Equity

Incentive Plan.

The maturity date was August 21, 2021.

The entire value of the options were expensed at time of grant as they vested

On August 21, 2021, the options expired and the Company issued 1,000,000 new options with a one year maturity and a strike

price of $0.025 accounted for as a modification.

These options were exercised on August 18, 2022.

April 1, 2013 to March 31, 2017, the Company executed related party promissory notes with the Chairman and CEO for $1,292,679, $175,000,

$340,000 paid down to a principal balance of $220,648, with interest of 10% per annum.

Monthly interest payments have been made in cash

starting in January of 2019.

On April 19, 2019, these notes were consolidated to one promissory note for $1,688,327, with interest of

10% per annum, and extending the due date to April 20, 2020.

Total interest accrued and paid in the fiscal year ending March 31, 2020,

totaled $142,210.

Principal payments were made totaling $245,000 for an ending principal balance at March 31, 2020, of $1,443,327.

note was subsequently amended with a maturity date of May 1, 2021, with all other terms and conditions remaining the same.

payments were made on this note in fiscal year 2021, leaving a principal balance as of March 31, 2021, of $1,443,327.

This promissory

note due date was subsequently amended to a new due date of May 1, 2022, with all other terms and conditions remaining the same.

payments were made on this note during fiscal year 2022, leaving a principal balance as of March 31, 2022 of $1,443,327.

During fiscal

year 2023, this promissory note was paid in full.

February 1, 2017, the Company, in the capacity of borrower, executed a non-convertible promissory note payable, with no warrants attached,

with lender Michael J.

Bledsoe, a member of the Executive Management Team and Board of Directors, for $50,000 at 20% interest per annum,

due April 30, 2017.

The note’s principal balance of $50,000, and accrued interest of $23,342 as of May 31, 2019, was amended on

June 1, 2019.

The promissory note June 1, 2019, amendment reduced the interest rate to 10% per annum, but to accrue interest on both

the $50,000 principal balance and the $23,342 accrued interest and extended the due date to May 31, 2020.

This promissory note due date

was subsequently amended to a new due date of May 31, 2021.

As of March 31, 2021, the principal balance on this note was $50,000 and

the accrued interest was $36,805.

This promissory note due date was subsequently amended to a new due date of May 1, 2022, with all other

terms and conditions remaining the same.

During fiscal year 2023, the Company paid off this promissory note in full to Mike Bledsoe.

the fiscal years ending March 31, 2025, and 2024, the Company had no transactions with related persons.

with Promoters and Control Persons

as disclosed above, there were no material transactions, or series of similar transactions, during our Company’s last five fiscal

years, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party and in which

any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.

We have not had

any promoters or parents during the past five fiscal years.

were no material transactions, or series of similar transactions, during our Company’s last five fiscal years, or any currently

proposed transactions, or series of similar transactions, to which we were or are to be a party and in which any promoter or founder

of ours or any member of the immediate family of any of the foregoing persons, had an interest.

We have not had any promoters or parents

during the past five (5) fiscal years.

not applicable.

Independence.

Board of Directors is currently composed of two members, Todd R.

Hackett and Michael J.

Bledsoe, both of whom do not qualify as independent

directors in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the

NASDAQ Global Market).

The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and

has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged

in various types of business dealings with us.

In addition, our Board of Directors has not made a subjective determination, as to our

directors, that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by our

directors and us with regard to our directors’ business and personal activities and relationships as they may relate to us and

our management.

Board of Directors is currently composed of three (3) members, Todd R.

Hackett, Michael J.

Bledsoe, and Sean P.

and Michael J.

Bledsoe do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global

Market (the Company has no plans to list on the NASDAQ Global Market).

Iddings qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.

NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least

three (3) years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business

dealings with us.

addition, our Board of Directors has not made a subjective determination, as to our directors, that no relationships exist which, in

the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director, though such subjective determination is required by the NASDAQ rules.

Had our Board of Directors made these determinations,

our Board of Directors would have reviewed and discussed information provided by our directors and us with regard to our directors’

business and personal activities and relationships as they may relate to us and our management.

Authorized for Issuance under Equity Compensation Plans

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exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column

compensation plans approved by security holders

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Description of Registrant’s Securities

with the Form 10-K for March 31, 2024, on June 30, 2024, and incorporated herein by reference..

Code of Ethics

with the Form 10-K for March 31, 2024, on June 30, 2024, and incorporated herein by reference.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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on its behalf by the undersigned, thereunto duly authorized.

PCS Edventures!, Inc.

of the Board and CEO

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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 9A. Controls and Procedures