Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements
Report of Independent Registered Public Accounting Firm
Balance Sheets as of March 31, 2025, and March 31, 2024
Statements of Operations for the years ended March 31, 2025, and 2024
Statements of Stockholders’ Equity for the years ended March 31, 2025, and 2024
Statements of Cash Flows for the years ended March 31, 2025, and 2024
Notes to Financial Statements
16
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of PCS Edventures!, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of PCS Edventures!, Inc. (the Company) as of March 31, 2025 and 2024, and the related statements
of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2025, and the
related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of March 31, 2025 and 2024 and the results of its operations and its cash
flows for each of the years in the two-year period ended March 31, 2025, in conformity with accounting principles generally accepted
in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Deferred
Tax Asset
ASC
740 Income Taxes discusses the considerations for valuing deferred tax assets. The Company has significant net operating losses (NOLs)
resulting in the recognition of a significant deferred tax asset. The Company has determined that the asset will be fully realized based
on current earnings trends. The Company uses judgment in order to determine whether an allowance is needed. We considered this a significant
estimate that involved subjective judgments made by management.
How
We Addressed it During Our Audit
We
tested management’s determination and calculations of their tax provision and deferred taxes, to ensure they were recorded in accordance
with ASC 740 Income Taxes.
Haynie & Company
Salt Lake City, Utah
June 30, 2025
PCAOB # 457
We have served as the Company’s auditor since 2019.
17
PCS
EDVENTURES!, INC.
Balance
Sheets
(Audited)
March 31, 2025
March 31, 2024
CURRENT ASSETS
Cash
$ 3,223,147
$ 1,329,708
Accounts receivable, net of allowance for credit losses of $ 38,027 and $ 34,204 , respectively
383,826
1,675,859
Accounts receivable, other receivables
55
-
Prepaid expenses
247,422
394,091
Inventory, net
2,064,534
2,025,483
Total Current Assets
5,918,984
5,425,141
NONCURRENT ASSETS
Lease Right-of-Use Asset
1,140,217
273,905
Deposits
29,747
6,300
Property and equipment, net
97,213
43,739
Deferred tax asset
2,276,861
2,541,259
Total Noncurrent Assets
3,544,038
2,865,203
TOTAL ASSETS
$ 9,463,022
$ 8,290,344
CURRENT LIABILITIES
Accounts payable
$ 24,991
$ 100,853
Payroll liabilities and accrued expenses
171,398
229,970
Deferred revenue
20,026
14,549
Lease Liability, current portion
110,024
70,782
Total Current Liabilities
326,439
416,154
Lease Liability, net of current portion
1,081,614
218,373
TOTAL LIABILITIES
1,408,053
634,527
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, no par value, 20,000,000 authorized shares,
no shares issued and outstanding
-
-
Common stock, no par value, 150,000,000 authorized shares, 122,189,763 and 124,733,494 shares issued and outstanding
-
-
Additional Paid-in Capital
40,022,746
40,570,459
Accumulated deficit
( 31,967,777 )
( 32,914,642 )
Total Stockholders’ Equity
8,054,969
7,655,817
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 9,463,022
$ 8,290,344
The
accompanying notes are an integral part of these financial statements.
18
PCS
EDVENTURES!, INC.
Statements
of Operations
(Audited)
2025
2024
For the Years ended March 31,
2025
2024
REVENUE
7,421,228
9,094,466
COST OF SALES
2,983,940
3,359,801
GROSS PROFIT
4,437,288
5,734,665
OPERATING EXPENSES
Salaries and wages
1,914,941
1,778,946
General and administrative expenses
1,439,014
1,148,652
Total Operating Expenses
3,353,955
2,927,598
INCOME FROM OPERATIONS
1,083,333
2,807,067
OTHER INCOME AND EXPENSES
Net Interest income
127,930
48,904
Tax credit
-
52,766
Loss on lease modification
-
2,658
Total Other Income
127,930
104,328
NET INCOME BEFORE INCOME TAX PROVISION
1,211,263
2,911,395
Income Tax Benefit (Provision)
( 264,398 )
1,529,793
NET INCOME
946,865
4,441,188
Net income per common share:
Basic
0.01
0.04
Diluted
0.01
0.04
Weighted Average Common Shares Outstanding
Basic
123,841,163
125,070,138
Diluted
123,841,163
125,070,138
The
accompanying notes are an integral part of these financial statements.
19
PCS
EDVENTURES!, INC.
Statements
of Stockholders’ Equity
(Audited)
# of Common Shares O/S
Common
Stock
Additional Paid-in Capital
Accumulated
Deficit
Stockholders’ Equity
Balance at 3/31/2023
125,732,479
-
$ 40,635,392
$ ( 37,355,830 )
$ 3,279,562
Net Income
-
-
-
4,441,188
4,441,188
Shares Redeemed
( 998,985 )
-
( 64,933 )
-
( 64,933 )
Balance at 3/31/2024
124,733,494
-
$ 40,570,459
$ ( 32,914,642 )
$ 7,655,817
Balance
124,733,494
-
$ 40,570,459
$ ( 32,914,642 )
$ 7,655,817
Net Income
-
-
-
946,865
946,865
Shares Redeemed
( 2,543,731 )
-
( 547,713 )
-
( 547,713 )
Balance at 3/31/2025
122,189,763
-
$ 40,022,746
$ ( 31,967,777 )
$ 8,054,969
Balance
122,189,763
-
$ 40,022,746
$ ( 31,967,777 )
$ 8,054,969
The
accompanying notes are an integral part of these financial statements.
20
PCS
EDVENTURES!, INC .
Statements
of Cash Flows
(Audited)
2025
2024
For the years ended March 31,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income
$ 946,865
4,441,188
Depreciation and amortization
26,339
11,490
Amortization of right of use asset
157,391
139,729
Provision for income tax
264,398
( 1,529,793 )
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable
1,291,978
( 1,298,599 )
(Increase) decrease in prepaid expenses
146,669
( 177,173 )
(Increase) decrease in inventories
( 39,051 )
( 787,611 )
(Decrease) increase in accounts payable and accrued liabilities
( 134,434 )
295,864
Increase (decrease) in lease liability
( 121,220 )
( 126,878 )
Increase (decrease) in unearned revenue
5,477
7,463
(Increase) decrease in deposits
( 23,446 )
-
Net Cash Provided by Operating Activities
2,520,966
975,680
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets
( 79,814 )
( 23,696 )
Net Cash Used by Investing Activities
( 79,814 )
( 23,696 )
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock repurchased and cancelled
( 547,713 )
( 64,933 )
Net Cash Used by Financing Activities
( 547,713 )
( 64,933 )
Net Increase in Cash
1,893,439
887,051
Cash at Beginning of Period
1,329,708
442,657
Cash at End of Period
3,223,147
1,329,708
Cash paid for taxes
$ 125,861
$ 83,440
Cash paid for interest
$ 999
$ 648
Non Cash Investing and Financing Transactions:
Right of use assets obtained in exchange for new operating lease liabilities
$ 1,023,703
$ 240,281
The
accompanying notes are an integral part of these financial statements.
21
PCS
EDVENTURES!, INC.
Notes
to the Financial Statements
March
31, 2025
(Audited)
NOTE
1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description
of Business
The
financial statements presented are those of PCS Edventures!, Inc., an Idaho corporation (the “Company,” “PCS,”
“PCSV,” “we,” “our,” “us” or similar words), incorporated in 1994, in the State of Idaho.
PCS specializes in experiential, hands-on, K12 education and drone technology. PCS has extensive experience and intellectual property
(“IP”) that includes drone hardware, product designs, and K-12 curriculum content. PCS continually develops new educational
products based upon market needs that the Company identifies through its sales and customer networks.
Our
products facilitate STEM (“Science, Technology, Engineering, and Math”) education by providing engaging activities that demonstrate
STEM concepts and inspire further STEM studies, with the goal of ultimately leading students to pursue STEM career pathways. Due to our
exceptionally detailed curriculum, our products are easy to teach and do not require a teaching degree or experience to administer.
Our
educational products are developed from both in-house efforts and contracted services. They are marketed through reseller channels, direct
sales efforts, partner networks, and web-based channels.
PCS
has developed and sells a variety of STEM education products into the K12 market, which can be categorized as follows:
1.
Enrichment Programs
These
camps are for the informal learning market and are designed to be highly engaging for students while easily administered by the instructor.
The Company offers approximately 36 different enrichment programs and typically develops at least two (2) new programs each year. Some
of the more popular programs include Rockin’ Robots; Ready, Set, Drone!; Cubelets BOT Builder; Simple Machines; Drone Designers;
Coding with Drones; Pirate Camp; Dirt Camp; and Claymation.
2.
Discover Series Products
These
products are designed for the makerspace environment and include engaging STEM activities that motivate students to pursue educational
pathways toward STEM careers. The Discover Series includes Discover Podcasting; Discover STEM Dynamic Duo; and Discover Digital Video
Lab.
3.
BrickLAB Products
These
products are designed for the grade school market and use the Company’s proprietary bricks (which are Lego compatible) and curriculum
to engage students to explore, imagine and create within a STEM education framework. The Company offers a variety of grade-specific BrickLAB
products.
4.
Discover Drones, Add-on
Drone Packages and Ala Carte Drone Items
These
products are designed around using drones as a platform for STEM education and career exploration. These titles include the Discover
Drones series of Products; Discover Drones Indoor Coding Bundle; Discover Drones Indoor Racing Add-On; Discover Drones Outdoor
Practice Add-on ; and all the spare parts and ala carte drone items offered in the Company’s comprehensive drone packages.
5.
STEAMventures BUILD Activity
Book
These
series of activity books are designed for the TK-3 market. The series includes 12 different issues. Instructor guides and/or family engagement
guides are included. The Company also provides the necessary bricks for the builds in the activity books as a separate, but related product.
22
6.
Professional Development
Training
The
Company offers professional development trainings, for a fee, to educators who are implementing the Company’s products in their
classroom.
The
Company intends to continue developing STEM education products that address demand from large markets.
Accounting
Method
The
Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a March 31 st
fiscal year end.
Cash
and Cash Equivalents
Cash
and cash equivalents, totaling $ 3,223,147 and $ 1,329,708 at March 31, 2025, and March 31, 2024, respectively, consist of operating and
savings accounts. For purposes of the statements of cash flows, the Company considers all highly-liquid financial instruments with original
maturities of three months or less at date of purchase to be cash equivalents.
Use
of Estimates
The
preparation of these financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management
to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. The Company’s significant estimates include reserves related to accounts receivable and inventory,
the valuation allowance related to deferred tax assets, the valuation of equity instruments, and debt discounts.
Concentration
of Credit Risks and Significant Customers
The
Company extends credit to customers and is therefore subject to credit risk. Financial instruments that potentially subject the Company
to concentration of credit risk consist primarily of trade receivables. In the normal course of business, the Company provides credit
terms to its customers. Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible
losses which, when realized, have been within the range of management’s expectations. An allowance for credit losses is recorded
to account for potential bad debts. Estimates are used in determining the allowance for credit losses and are based upon an assessment
of selected accounts, historic averages, and as a percentage of remaining accounts receivable by aging category. In determining these
percentages, the Company evaluates historical write-offs, and current trends in customer credit quality, as well as changes in credit
policies. The Company generally does not require collateral from its customers. The Company has established an allowance for credit losses
of $ 38,027 as of March 31, 2025, and $ 34,204 as of March 31, 2024.
The
following Table shows the Company’s concentration of credit risk, sorted by accounts receivable as of March 31, 2025, and 2024.
SCHEDULE
OF CONCENTRATION OF CREDIT RISK
2025 % of
3/31/2025
2024 % of
3/31/2024
Revenue
% of A/R
Revenue
% of A/R
Customer A
8.7 %
24.0 %
6.6 %
2.0 %
Customer B
1.8 %
21.7 %
0.5 %
3.0 %
Customer C
0.7 %
14.2 %
0.0 %
0.0 %
Customer D
0.5 %
10.1 %
0.0 %
0.0 %
Customer E
0.3 %
5.2 %
0.0 %
0.0 %
The
following Table shows the Company’s concentration of credit risk, sorted by revenue for fiscal years 2025 and 2024.
2025 % of
3/31/2025
2024 % of
3/31/2024
Revenue
% of A/R
Revenue
% of A/R
Customer A
8.7 %
24.0 %
6.6 %
2.0 %
Customer F
7.9 %
0.0 %
14.1 %
76.7 %
Customer G
6.1 %
0.0 %
14.0 %
0.0 %
Customer H
5.1 %
0.0 %
0.1 %
0.0 %
Customer I
4.6 %
2.7 %
5.0 %
3.2 %
23
Concentration
of Credit Risk of Cash Deposits
We
have three (3) operating accounts at two (2) different banks. We have a checking and depository account at one bank and a checking account
at another bank. From time to time, cash balances in these accounts exceed the $ 250,000 FDIC insurance limit. However, these instances
occur infrequently as we strive to maintain balances below the $ 250,000 limit in each of these accounts. We also have a Vanguard money
market account where we invest our cash assets that are in excess of our working capital needs. The Vanguard money market account is
not subject to FDIC insurance and invests exclusively in repurchase agreements and short-term U.S. government securities.
Inventory
Finished
goods inventory is composed of items produced in-house, as well as items from outside suppliers. These items include, but are not limited
to, Fischertechnik® manipulatives, Brick manipulatives, drone components, robotics components, furniture units, curriculum, and other
miscellaneous items used in our various labs. Our inventory is carried at the lower of cost or net realizable value and valued using
the average cost method for each item.
When
indicators of inventory impairment exist, the Company measures the carrying value of the inventory against its market value, and if the
carrying value exceeds the market value, the inventory value is adjusted accordingly. The Company has established a provision for excess
and obsolete inventory reserve of $ 3,981 as of March 31, 2025, and $ 3,274 as of March 31, 2024.
Property,
Plant and Equipment
Depreciation
on property and equipment is computed using the straight-line method over the estimated useful life of the asset. The Company had fully
depreciated property and equipment prior to March 31, 2018. Beginning in fiscal year 2022 through the current reporting period, the Company
purchased various warehouse and office equipment for $ 141,832 and recognized $ 44,619 in depreciation of that equipment for a total property
and equipment of $ 97,213 as of March 31, 2025. As of March 31, 2024, property and equipment was $ 43,739 , which was net of $ 18,280 in
depreciation recognized.
Software
has been fully depreciated as of March 31, 2025, and March 31, 2024.
Impairment
of Long-Lived Assets
Long-lived
assets are reviewed for impairment annually, or when events or circumstances arise that indicate the existence of impairment for patents
and other intangibles. There was no impairment recorded during the years ended March 31, 2025, and 2024.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.
In
November 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-17, “Income Taxes (Topic 740)-Balance
Sheet Classification of Deferred Taxes” (ASU 2015-17), which requires reporting the net amount of deferred tax assets and liabilities
as a single noncurrent item on the classified balance sheet. Before this change, the net amounts of current and noncurrent deferred tax
assets and liabilities were reported separately.
We
account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). ASC 740 prescribes the use of the asset and
liability method to compute the differences between the tax bases of assets and liabilities and the related financial amounts, using
currently enacted tax laws. If necessary, a valuation allowance is established, based on the weight of available evidence, to reduce
deferred tax assets to the amount that is more likely than not to be realized. Realization of the deferred tax assets, net of deferred
tax liabilities, is principally dependent upon achievement of sufficient future taxable income. We exercise significant judgment in determining
our provisions for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our
ability to utilize any future tax benefit from our deferred tax assets.
24
In
accordance with GAAP, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns
for the open tax years in such jurisdictions. The Company currently believes that all significant filing positions are highly certain
and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has
no significant reserves for uncertain tax positions, and no adjustment to such reserves was required by GAAP. No interest or penalties
have been levied against the Company and none are anticipated; therefore no interest or penalty has been included in the provision for
income taxes in the consolidated statements of operations. The Internal Revenue Code contains provisions which reduce or limit the availability
and utilization of net operating loss (“NOL”) carry forwards in the event of a more than 50 % change in ownership. If such
an ownership change occurs with the Company, the use of these net operating losses could be limited.
The
table below details the years that remain open to tax examinations:
SCHEDULE
OF INCOME TAX EXAMINATION
Tax
Year
Fiscal
Year End
Filed
Date
Open
Through
2023
3/31/2024
8/26/2024
8/26/2027
2022
3/31/2023
8/23/2023
8/23/2026
2021
3/31/2022
2/3/2023
2/3/2026
Revenue
Recognition
The
Company accounts for revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers , which we adopted on April
1, 2018. Revenue amounts presented in our financial statements are recognized net of sales tax, value-added taxes, and other taxes. Amounts
received as prepayment on future products or services are recorded as unearned revenues and recognized as income when the product is
shipped, or service performed.
The
Company had deferred revenue of $ 20,026 as of March 31 2025, related to contractual commitments with customers where the performance
obligation will be satisfied within the fiscal year ending March 31, 2026. The revenue associated with these performance obligations
is recognized as the obligation is satisfied. The Company had $ 14,549 of deferred revenue as of March 31, 2024.
Most
of our contracts with customers contain transaction prices with fixed consideration; however, some contracts may contain variable consideration
in the form of discounts, rebates, refunds, credits, price concessions, incentives, penalties and other similar items. When a contract
includes variable consideration, we evaluate the estimate of variable consideration to determine whether the estimate needs to be constrained;
therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal
of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently
resolved. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer.
This can result in recognition of revenue over time as we perform services or at a point in time when the deliverable is transferred
to the customer, depending on an evaluation of the criteria for over time recognition in FASB ASC 606. For certain fixed-fee per transaction
contracts, such as delivering training courses or conducting workshops, revenue is recognized during the period in which services are
delivered in accordance with the pricing outlined in the contracts.
Stock-Based
Compensation
We
recognize stock-based compensation expense under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”).
We use the Black-Scholes option pricing model to calculate the fair value of stock options at their respective grant date. The use of
option valuation models requires the input of highly subjective assumptions, including the expected stock price volatility and the expected
term of the option. The fair value of restricted stock awards is the fair market value on the date of grant. We recognize these compensation
costs on a straight-line basis over the requisite service period, which is generally the vesting period of the award.
During
fiscal years 2025 and 2024, no performance options were issued or exercised.
As
of March 31, 2025, and March 31, 2024, the Company had no outstanding warrants or options.
25
Business
Segments and Related Information
GAAP
establishes standards for the way public business enterprises are to report information about operating segments in annual financial
statements and requires enterprises to report selected information about operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosure about products and services, geographic areas and major customers. The Company currently
operates as one (1) business segment.
Recently
Adopted Accounting Pronouncements
Beginning
in fiscal year 2025 annual reporting, we adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures (ASU 2023-07) that was issued by the FASB. This new standard requires an enhanced disclosure of significant
segment expenses on an annual basis.
Operating
Segments and Related Disclosures
We
manage our Company as one (1) reportable operating segment, STEM Supplies and Curriculum. The segment information aligns with how the
Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the
Company’s President.
Financial
information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses
performance for the STEM Supplies and Curriculum segment and decides how to better allocate resources based on net income reported on
the Statements of Operations. The Company’s objective in making resource allocation decisions is to optimize the financial results.
The accounting policies of our STEM Supplies and Curriculum segment are the same as those described in the summary of significant accounting
policies herein.
For
single reportable segment-level financial information, total assets, and significant non-cash transactions, see our Financial Statements.
Net
Earnings (Loss) Per Share of Common Stock
The
Company calculates net income (loss) per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Under ASC 260,
basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares
outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted
stock awards. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming exercise
of all dilutive unexercised stock options and warrants. The dilutive effect of these instruments was determined using the treasury stock
method. Under the treasury stock method, the proceeds received from the exercise of stock options and restricted stock awards, the amount
of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded as income
tax expense when the stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s
common stock.
Common
stock outstanding reflected in the Company’s balance sheets includes “restricted” stock awards outstanding. Securities
that may participate in undistributed net income with common stock are considered participating securities. The computation of diluted
earnings per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. The following schedules
presents the calculation of basic and diluted net income per share:
SCHEDULE
OF BASIC AND DILUTED NET INCOME
2025
2024
For the Years Ended March 31,
2025
2024
Net Income per common Share:
Basic
$ 0.01
$ 0.04
Diluted
$ 0.01
$ 0.04
Weighted average number of common shares outstanding Basic
123,841,163
125,070,138
Weighted average number of common shares outstanding Fully Diluted
123,841,163
125,070,138
Net
Income for the year ended March 31, 2025, and 2024, was $ 946,865 and $ 4,441,188 , respectively.
As
of March 31, 2025, and March 31, 2024, the Company had no outstanding dilutive instruments.
26
Recently
Issued Accounting Pronouncements
The
Company has reviewed recent accounting pronouncements and has determined that they will not significantly impact the Company’s
results of operations or financial position.
NOTE
2 – BUSINESS CONDITION
As
of March 31, 2025, the Company had $ 3.2 million in cash, $ 2.1 million in inventory, and $ 0.4 million in accounts receivable, with no
debt. Management strongly believes that the Company can sustain its operations over the course of the next 12 months with the cash it
has on hand, and with the revenue and associated profit generated from the sales expected over the course of the next 12 months, especially
given the Company’s large cash, inventory, and accounts receivable balances.
NOTE
3 – ACCOUNTS RECEIVABLE
In
the Company’s normal course of business, the Company provides credit terms to its customers, which generally range from net 15
to 45 days. The Company performs ongoing credit evaluations of its customers. The Company established an allowance for credit losses
of $ 38,027 at March 31, 2025, and $ 34,204 as of March 31, 2024.
NOTE
4 – ACCOUNTS RECEIVABLE, OTHER RECEIVABLES
Other
Receivables include receivables due to the Company derived from activities outside of its typical business transactions. As of March
31, 2025, the Company had $ 55 of other receivables outstanding. As of March 31, 2024, the Company had no other receivables outstanding.
NOTE
5 - PREPAID EXPENSES
Prepaid
expenses for the periods are as follows:
SCHEDULE
OF PREPAID EXPENSES
March 31, 2025
March 31, 2024
Prepaid insurance
$ 11,960
$ 10,915
Prepaid tradeshows
13,362
25,046
Prepaid inventory
178,660
319,977
Prepaid software
31,612
17,254
Prepaid other
11,828
20,899
Total Prepaid Expenses
$ 247,422
$ 394,091
NOTE
6 - COMMON AND PREFERRED STOCK TRANSACTIONS
a.
Common Stock
The
Company has 150,000,000 authorized shares of common stock, no par value. At March 31, 2025, the total common shares issued and outstanding
was 122,189,763 . As of March 31, 2024, the total common shares issued and outstanding was 124,733,494 .
During
the years ended March 31, 2025, and 2024, the Company had no option expense.
During
the years ended March 31, 2025, and 2024, the Company did no t issue any shares of common stock.
During
the year ended March 31, 2025, the Company made the following common stock repurchase transactions:
SCHEDULE
OF COMMON STOCK REPURCHASE TRANSACTIONS
Date
Shares
Price
Total Consideration
7/15/2024
250,000
$ 0.195
$ 48,750
9/24/2024
352,084
$ 0.270
$ 95,063
11/19/2024
1,172,417
$ 0.210
$ 246,208
2/7/2025
769,230
$ 0.205
$ 157,692
Total
2,543,731
$ 547,713
27
These
shares repurchased were then immediately cancelled. During the year ended March 31, 2024, the Company repurchased 998,985 shares common
stock at $ 0.065 per share for total payments of $ 64,933 , then cancelled the shares.
b.
Preferred Stock
The
Company has 20,000,000 authorized shares of preferred stock. As of March 31, 2025, and March 31, 2024, there were no preferred shares
issued or outstanding.
As
of March 31, 2025, and 2024, the Company had no dilutive instruments outstanding.
NOTE
7 – NOTES PAYABLE
The
Company had no notes payable outstanding as of March 31, 2025, and March 31, 2024.
NOTE
8 – COMMITMENTS AND CONTINGENCIES
Leases
The
Company adopted ASC 842 as of November 9, 2019, using a modified retrospective transition approach for all leases existing at December
31, 2019, the date of the initial application. Consequently, financial information will not be updated, and disclosures required under
ASC 842, will not be provided for dates and periods before January 1, 2020.
The
Company determines if a contract is a lease or contains a lease at inception. Right of use assets related to operating type leases are
reported in other noncurrent assets and the present value of remaining lease obligations is reported in accrued and other liabilities
and other noncurrent liabilities on the Balance Sheets. The Company does not currently have any financing type leases.
Operating
lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement
date. The Company’s leases do not provide an implicit rate. The Company determines the incremental borrowing rates applicable to
the economic environment based on the information available at commencement date, in determining the present value of future payments.
The right of use asset for operating leases is measured using the lease liability adjusted for the impact of lease payments made prior
to commencement, lease incentives received, initial direct costs incurred and any asset impairments. Lease terms may include options
to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments
is recognized on a straight-line basis over the term of the lease.
The
Company re-measures and reallocates the consideration in a lease when there is a modification of the lease that is not accounted for
as a separate contract. The lease liability is re-measured when there is a change in the lease term or a change in the assessment of
whether the Company will exercise a lease option. The Company assesses right of use assets for impairment in accordance with its long-lived
asset impairment policy.
The
Company accounts for lease agreements with contractually required lease and non-lease components on a combined basis. Lease payments
made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration
of less than twelve months are recorded directly to lease expense.
a.
Warehouse
The
Company leases a 20,880 square foot warehouse facility located at 1135 N. Hickory Ave, Suite 130, Meridian, ID 83642, under a non-cancelable
lease agreement, which commenced on October 1, 2024, and expires November 30, 2029 . The first two (2) payments were deferred. This lease
is accounted for as an operating lease. Monthly lease rates excluding triple net expenses started at $ 15,660 and increase by 3 % from
the previous amount in the month of December each year.
28
b.
Office
The
Company leases a 5,016 square foot office facility located at 941 S. Industry Way, Meridian, Idaho, 83642 under a non-cancelable lease
agreement, which commenced on October 21, 2024, and expires November 30, 2029 . The first payment was deferred. The lease is accounted
for as an operating lease. Monthly lease rates excluding triple net expenses started at $ 5,225 and increase by 3 % from the previous amount
in the month of December each year.
c.
Equipment
The
Company leased a production printer for 63 months commencing on November 3, 2023. The first three (3) payments were deferred, with the
first payment due February 3, 2024. Equipment lease expense was $ 57,215 for the year ended March 31, 2025, and $ 43,127 for year ended
March 31, 2024.
As
of March 31, 2025, accounted for and presented under ASC 842 guidance, the future minimum lease payments on operating leases, were as
follows:
Total
minimum lease obligation over the next six (6) years
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Fiscal Year
Amount
2026
110,024
2027
206,153
2028
227,717
2029
252,334
2030
280,343
2031
115,067
Total
$ 1,191,638
SCHEDULE OF LEASE PAYABLE
Balance Sheet Location
March 31, 2025
Right of use assets
Other noncurrent assets
$ 1,140,217
Lease payable
Current liabilities
$ 110,024
Lease payable, Current liabilities
$ 110,024
Lease payable
Long-term liabilities
1,081,614
Lease payable, Long-term liabilities
1,081,614
Total lease payable
$ 1,191,638
Supplemental
cash flow information related to operating leases:
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES
March 31, 2025
Operating cash paid to settle lease liabilities
$ 143,935
Right of use asset additions in exchange for lease liabilities
1,023,703
March 31, 2025
March 31, 2024
Weighted average remaining lease term (in years)
4.6
6.0
Weighted average discount rate
10 %
10 %
NOTE
9 – ACCOUNTS PAYABLE
Accounts
payable for the periods are as follows:
SCHEDULE OF ACCOUNTS PAYABLE
March 31, 2025
March 31, 2024
Accounts payable
$ 24,286
$ 90,800
Credit cards payable
705
10,053
Total
$ 24,991
$ 100,853
NOTE
10 – PAYROLL LIABILITIES & ACCRUED EXPENSES
Accrued
expenses for the periods are as follows:
SCHEDULE OF ACCRUED EXPENSES
March 31, 2025
March 31, 2024
Payroll liabilities
$ 128,655
$ 165,087
Sales tax payable
32,502
9,969
State income tax payable
( 4,744 )
39,929
Accrued expenses
14,985
14,985
Total
$ 171,398
$ 229,970
29
NOTE
11 – INCOME TAXES
Prior
to fiscal year 2023, the Company offset its potential tax benefit from the operating loss carry-forwards with a valuation allowance in
the same amount. As it became clear that the Company will more likely than not use its tax loss carry-forward amounts, the valuation
allowance was partially removed for the fiscal year ending March 31, 2023, such that the tax benefit recognized by us in fiscal year
2023 was $ 1,011,466 . The valuation allowance was fully removed as of March 31, 2024, resulting in a tax benefit of $ 1,529,793 for fiscal
year 2024. Once the valuation allowance was fully removed, a provision for income taxes was disclosed. For the fiscal year ending March
31, 2025, the Company’s provision for income taxes was ($ 264,398 ).
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2025. The Company
is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its
position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance
with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next 12 months.
Although
we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgments that could become subject
to examination by tax authorities in the ordinary course of business. We periodically assess the likelihood of adverse outcomes resulting
from these examinations to determine the impact on our deferred taxes and income tax liabilities and the adequacy of our provision for
income taxes. Changes in income tax legislation, statutory income tax rates or future taxable income levels, among other things, could
materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among
financial reporting periods.
The
Company files income tax returns in the United States, the State of Idaho and the State of California. The statute of limitations on
a Federal tax return is the due date of the tax return plus three (3) years. In the case of NOLs, the year in which the NOL was generated
remains open up to the amount of the NOL until the statute of limitations expires on the year it was used. All required tax returns of
the Company due since inception have been filed. The Company does not have any unrecognized tax benefits to report in the current period.
Net
deferred tax assets and liabilities consist of the following components as of March 31, 2025, and 2024:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
2025
2024
March 31,
2025
2024
Deferred tax assets
Right of use liabilities
333,659
76,693
Goodwill amortization
11,201
13,121
Charitable Contribution carryover
700
-
NOL carryover
2,253,412
2,539,181
Total deferred tax assets
2,598,972
2,628,995
Deferred tax liabilities
Right of use assets
( 319,261 )
( 76,693 )
Depreciation
( 2,850 )
( 11,043 )
Total deferred tax liabilities
( 322,111 )
( 87,736 )
Net deferred tax assets
2,276,861
2,541,259
Less valuation allowance
-
-
Net deferred tax assets
2,276,861
2,541,259
30
The
reconciliation of the Company’s net income taxes for fiscal years 2025, and 2024 are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
March 31, 2025
March 31, 2024
U.S. Federal income tax at statutory rate
$ 243,564
$ 617,681
State taxes, net of Federal benefit
20,834
208,403
Change in valuation allowance
-
( 2,355,877 )
(Income Tax Benefit) Provision
264,398
( 1,529,793 )
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. In the case of NOLs, the year in which the NOL was generated
remains open up to the amount of the NOL until the statute of limitations expires on the year it was used. All required tax returns of
the Company due since inception have been filed.
Summary
of Federal Operating Loss Carryforwards
SCHEDULE OF FEDERAL OPERATING LOSS CARRYFORWARDS
Unused operating loss carryforward March 31, 2024
$ 9,234,609
Operating loss carryforwards realized
$ 1,323,495
Unused operating loss carryforward March 31, 2025
$ 7,911,114
NOTE
12 - SUBSEQUENT EVENTS
On
May 21, 2025, the Company purchased 100,000 shares of its common stock on the open market at $ 0.136 in a block trade for a total of $ 13,600 .
On April 10, 2025, the Company issued a press release disclosing that the Board had authorized a share repurchase program to repurchase
up to 10 million shares of its common stock over the next three (3) years. This purchase was part of that authorized buyback. The Company
intends to continue to repurchase its common stock in the open market from time to time. When the Company accumulates a significant amount
of its common shares, it intends to obtain those shares in certificate form and have its transfer agent cancel the shares.
On
May 23, 2025, the Company concluded a private stock repurchase from a shareholder, buying 284,959 shares at $ 0.14 per share, for total
consideration of $ 39,894 .
On
June 2, 2025, the common stock of the Company began trading on the OTC Markets QB Tier. Prior to that, it traded on the OTC Markets Pink
Tier (which will become the OTCID on July 1, 2025).
In
late May and early June, Management began the planning process for having an Annual Shareholders Meeting this year. Management plans
to have the Meeting on Friday, September 26, 2025. The time of the meeting has not yet been determined. Further details will be disclosed
when they become available.
Item
9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.