PCSV PCS Edventures Com Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2024

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from________ to________

 

Commission File No. 000-49990

 

PCS EDVENTURES!, INC.

(Exact name of Registrant as specified in its charter)

 

Idaho		82-0475383
(State or Other Jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

941 S. Industry Way

Meridian, Idaho 83642

(Address of Principal Executive Offices)

 

(208) 343-3110

(Registrant’s telephone number, including area code)

 

11915 W. Executive Dr., #101

Boise, ID 83713

(Former name, former address and former fiscal year,

if changed since last report)

 

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

 

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Not applicable.

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

February 13, 2025: 122,189,763 shares of Common Stock

 

Forward-Looking Statements

 

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should carefully read this Quarterly Report completely, and it should be read and considered with all other reports filed by us with the United States Securities and Exchange Commission (the “SEC”) that are contained in the SEC Edgar Archives, including issues related to “Cybersecurity” enumerated in “Part I, Item 1C. Cybersecurity,” of our 10-K Annual Report for the fiscal year ended March 31, 2024, filed with the SEC on June 28, 2024 (the “Annual Report”), which commence on page nine (9), a copy of which is attached hereto by Hyperlink in Part II-Other Information, in Item 6, Exhibits, hereof, and is incorporated herein by reference. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

 

Documents Incorporated by Reference

 

See Part II, Other Information, Item 6, Exhibits.

 

(This space intentionally left blank.)

 

 

PCS EDVENTURES!, INC.

 

FORM 10-Q

 

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024

 

INDEX

 

			Page
PART I –	FINANCIAL INFORMATION		3
ITEM 1.	Condensed Financial Statements (unaudited)		3
	Condensed Balance Sheets as of December 31, 2024 (unaudited), and March 31, 2024		4
	Condensed Statements of Operations for the Three and Nine Months ended December 31, 2024, and 2023 (unaudited)		5
	Condensed Statement of Stockholders’ Equity for the Three and Nine Months ended December 31, 2024, and 2023 (unaudited)		6
	Condensed Statements of Cash Flows for the Nine Months ended December 31, 2024, and 2023 (unaudited)		7
	Notes to Condensed Financial Statements (unaudited)		8
ITEM 2,	Management’s Discussion and Analysis of Financial Conditions and Results of Operations		12
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		16
ITEM 4.	Controls and Procedures		16
PART II -	OTHER INFORMATION		17
ITEM 1.	Legal Proceedings		17
ITEM 1A.	Risk Factors		17
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		17
ITEM 3.	Defaults Upon Senior Securities		17
ITEM 4.	Mine Safety Disclosures		17
ITEM 5.	Other Information		17
ITEM 6.	EXHIBIT INDEX		17
SIGNATURES			18

 

 

PART I –FINANCIAL INFORMATION

 

PART I – FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

 

The Condensed Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Condensed Financial Statements fairly present the financial condition of the Registrant.

 

(This space intentionally left blank.)

 

 

PCS EDVENTURES!, INC.

Condensed Balance Sheets

 

		December 31, 2024				March 31, 2024
		(Unaudited)
CURRENT ASSETS
Cash		$	3,590,051			$	1,329,708
Accounts receivable, net of allowance for doubtful accounts of $34,204			163,759				1,675,859
Prepaid expenses			283,611				394,091
Inventory, net			2,036,969				2,025,483
Total Current Assets			6,074,390				5,425,141
NONCURRENT ASSETS
Lease Right-of-Use Asset			1,188,710				273,905
Deposits			29,747				6,300
Property and equipment, net			101,462				43,739
Deferred tax asset			2,385,355				2,541,259
Total Noncurrent Assets			3,705,274				2,865,203
TOTAL ASSETS		$	9,779,664			$	8,290,344
CURRENT LIABILITIES
Accounts payable		$	77,661			$	100,853
Payroll liabilities and accrued expenses			109,755				229,970
Deferred revenue			22,015				14,549
Lease Liability, current portion			100,729				70,782
Total Current Liabilities			310,160				416,154
NONCURRENT LIABILITIES
Lease Liability, net of current portion			1,138,093				218,373
Total Noncurrent Liabilities			1,138,093				218,373
TOTAL LIABILITIES		$	1,448,253			$	634,527
STOCKHOLDERS’ EQUITY
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, 122,958,993 and 124,733,494 shares issued and outstanding			-				-
Additional Paid-in Capital			40,180,438				40,570,459
Accumulated deficit			(31,849,027	)			(32,914,642	)
TOTAL STOCKHOLDERS’ EQUITY			8,331,411				7,655,817
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	9,779,664			$	8,290,344

 

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

 

 

PCS EDVENTURES!, INC.

Condensed Statements of Operations

(Unaudited)

 

		2024				2023				2024				2023
		For the Three Months Ended December 31,								For the Nine Months Ended December 31,
		2024				2023				2024				2023
REVENUE		$	701,147			$	459,087			$	6,128,409			$	6,831,694
COST OF SALES			348,660				310,657				2,459,747				2,503,552
GROSS PROFIT			352,487				148,430				3,668,662				4,328,142
OPERATING EXPENSES
Salaries and wages			436,150				353,934				1,440,181				1,313,886
General and administrative expenses			375,081				231,475				1,091,005				821,116
Total Operating Expenses			811,231				585,409				2,531,186				2,135,002
INCOME (LOSS) FROM OPERATIONS			(458,744	)			(436,979	)			1,137,476				2,193,140
OTHER INCOME
Tax credit			-				-				-				31,258
Net interest income			24,920				20,183				84,043				30,774
Gain on lease modification			-				2,658				-				2,658
Total Other Income			24,920				22,841				84,043				64,690
NET INCOME (LOSS) BEFORE TAXES			(433,824	)			(414,138	)			1,221,519				2,257,830
Income tax provision			(210,935	)			-				155,904				-
NET INCOME (LOSS)		$	(222,889	)		$	(414,138	)		$	1,065,615			$	2,257,830
Net income (loss) per common share:
Basic		$	(0.00	)		$	(0.00	)		$	0.01			$	0.02
Diluted		$	(0.00	)		$	(0.00	)		$	0.01			$	0.02
Weighted Average Common Shares Outstanding
Basic			123,596,176				124,733,494				124,275,328				125,183,945
Diluted			123,596,176				124,733,494				124,275,328				125,183,945

 

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

 

 

PCS EDVENTURES!, INC.

Condensed Statement of Stockholders’ Equity

(Unaudited)

 

		# of Common Shares O/S				Common Stock				Additional Paid-in Capital				Accumulated Deficit				Stockholders’ Equity (Deficit)
For the nine (9) months ended December 31, 2023 and 2024
Balance at 3/31/2023			125,732,479				-			$	40,635,392			$	(37,355,830	)		$	3,279,562
Net Income			-				-				-				2,257,830				2,257,830
Shares Repurchased and cancelled			(998,985	)			-				(64,933	)			-				(64,933	)
Balance at 12/31/2023			124,733,494				-			$	40,570,459			$	(35,098,000	)		$	5,472,459
Balance at 3/31/2024			124,733,494				-			$	40,570,459			$	(32,914,642	)		$	7,655,817
Net Income			-				-				-				1,065,615				1,065,615
Shares Repurchased and cancelled			(1,774,501	)			-				(390,021	)			-				(390,021	)
Balance at 12/31/2024			122,958,993				-			$	40,180,438			$	(31,849,027	)		$	8,331,411
For the three (3) months ended December 31, 2023 and 2024
Balance at 9/30/2023			124,733,494				-			$	40,570,459			$	(34,683,862	)		$	5,886,597
Net Loss			-				-				-				(414,138	)			(414,138	)
Balance at 12/31/2023			124,733,494				-			$	40,570,459			$	(35,098,000	)		$	5,472,459
Balance at 9/30/2024			124,131,410				-			$	40,426,646			$	(31,626,138	)		$	8,800,508
Balance			124,131,410				-			$	40,426,646			$	(31,626,138	)		$	8,800,508
Net Loss			-				-				-				(222,889	)			(222,889	)
Net Income (Loss)			-				-				-				(222,889	)			(222,889	)
Shares Repurchased and cancelled			(1,172,417	)			-				(246,208	)			-				(246,208	)
Balance at 12/31/2024			122,958,993				-			$	40,180,438			$	(31,849,027	)		$	8,331,411
Balance			122,958,993				-			$	40,180,438			$	(31,849,027	)		$	8,331,411

 

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

 

 

PCS EDVENTURES!, INC.

Condensed Statements of Cash Flows

(Unaudited)

 

		2024				2023
		Nine Months Ended December 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income		$	1,065,615			$	2,257,830
Provision for income tax			155,904				-
Depreciation and amortization			19,001				7,863
Amortization of right of use asset			108,898				112,063
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable			1,512,101				214,826
(Increase) decrease in prepaid expenses			110,480				(518,799	)
(Increase) decrease in inventories			(11,486	)			(556,544	)
(Increase) decrease in other current assets			-				(32,058	)
(Decrease) increase in accounts payable and accrued liabilities			(143,407	)			218,636
Increase (decrease) in lease liability			(74,038	)			(102,927	)
Increase (decrease) in unearned revenue			7,467				44,100
(Increase) decrease in deposits			(23,446	)			-
Net Cash Provided by Operating Activities			2,727,089				1,644,990
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets			(76,725	)			(16,096	)
Net Cash Used by Investing Activities			(76,725	)			(16,096	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock repurchased and cancelled			(390,021	)			(64,933	)
Net Cash Used by Financing Activities			(390,021	)			(64,933	)
Net Increase (Decrease) in Cash			2,260,343				1,563,961
Cash at Beginning of Period			1,329,708				442,657
Cash at End of Period		$	3,590,051			$	2,006,618
Cash Paid for Interest		$	-			$	648
Cash Paid for taxes		$	131,432			$	41,957
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 condensed financial statements.

 

 

PCS EDVENTURES!, INC.

Notes to the Condensed Financial Statements

December 31, 2024 and 2023

(Unaudited)

 

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

The condensed 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 thirty (30) different enrichment programs and typically develops at least two (2) new programs each year. Some of the more popular programs include Rockin’ Robots; Build a Better World; Summer Camp Classics; Pirate Camp; Flight and Aerodynamics; Science of the Human Body; 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 Engineering; Discover Robotics & Physics; Discover Robotics & Programming; and Discover STEM.

 

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 K-3 market and ideal for a distance-learning environment. The series includes twelve (12) different issues. Instructor guides and/or family engagement guides are included. The Company also provides the necessary bricks for the builds in the activity books as a separate, but related product.

 

6.

Professional Development Training

 

The Company offers professional development trainings, for a fee, to educators who are implementing the Company’s products in their classroom.

 

8

 

 

The Company intends to continue developing STEM education products that address demand from large markets.

 

Interim Financial Information

 

The accompanying unaudited condensed financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the condensed financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three (3) months ended December 31, 2024, are not necessarily indicative of the results that may be expected for the year ending March 31, 2025, or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June, 28, 2024 (the “Annual Report”).

 

Use of Estimates

 

The preparation of these condensed financial statements in conformity with 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 condensed 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.

 

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 condensed 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 $22,015 as of December 31, 2024, related to contractual commitments with customers where the performance obligation will be satisfied within the fiscal year ended March 31, 2025. 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, performance bonuses, 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.

 

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.

 

9

 

 

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 present the calculation of basic and diluted net income per share:

  SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE

		2024				2023
		For the Three Months ended December 31,
		2024				2023
Net Loss per common Share:
Basic		$	(0.00	)		$	(0.00	)
Diluted		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding Basic			123,596,176				124,733,494
Weighted average number of common shares outstanding Fully Diluted			123,596,176				124,733,494

 

Net loss for the three (3) months ended December 31, 2024, and 2023 was $(222,889) and $(414,138), respectively.

 

		2024				2023
		For the Nine Months ended December 31,
		2024				2023
Net Income per common Share:
Basic		$	0.01			$	0.02
Diluted		$	0.01			$	0.02
Weighted average number of common shares outstanding Basic			124,275,328				125,183,945
Weighted average number of common shares outstanding Fully Diluted			124,275,328				125,183,945

 

Net Income for the nine (9) months ended December 31, 2024, and 2023, was $1,065,615 and $2,257,830, respectively.

 

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 December 31, 2024, the Company had $3.6 million in cash, $2.0 million in inventory, and $0.2 million in prepaid inventory, with no debt. Management strongly believes that the Company can sustain its operations over the course of the next twelve (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 twelve (12) months, especially given the Company’s large inventory and prepaid inventory 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 fifteen (15) to thirty (30) days. The Company performs ongoing credit evaluations of its customers. The Company established an allowance for doubtful accounts of $34,204 at December 31, 2024, and March 31, 2024.

  

NOTE 4 - PREPAID EXPENSES

 

Prepaid expenses for the periods are as follows:

  SCHEDULE OF PREPAID EXPENSES

		December 31, 2024				March 31, 2024
Prepaid insurance		$	19,137			$	10,915
Prepaid tradeshows			13,862				25,046
Prepaid inventory			172,000				319,977
Prepaid software			36,243				17,254
Prepaid other			42,369				20,899
Total Prepaid Expenses		$	283,611			$	394,091

 

10

 

 

NOTE 5 - COMMON AND PREFERRED STOCK TRANSACTIONS

 

a.

Common Stock

 

The Company has 150,000,000 authorized shares of common stock, no par value. At December 31, 2024, the total common shares issued and outstanding was 122,958,993.

 

During the nine (9) months ended December 31, 2024, the Company had no option expense.

 

During the nine (9) months ended December 31, 2024, the Company did not issue shares of common stock.

 

During the nine (9) months ended December 31, 2024, the Company repurchased an aggregate amount of 1,774,501 shares common stock, from three (3) different individuals who each solicited the Company for an offer, at a weighted average price of $0.22 per share for total payments of $390,020. These shares were then immediately cancelled.

 

b.

Preferred Stock

 

The Company has 20,000,000 authorized shares of preferred stock. As of December 31, 2024, and March 31, 2024, there were no preferred shares issued or outstanding.

 

NOTE 6 – PAYROLL LIABILITIES & ACCRUED EXPENSES

 

Accrued expenses for the periods are as follows:

  SCHEDULE OF ACCRUED EXPENSES

		December 31, 2024				March 31, 2024
Payroll liabilities		$	95,749			$	165,087
Sales tax payable			11,136				9,969
State income tax payable			(48,660	)			39,929
Accrued expenses			51,530				14,985
Total		$	109,755			$	229,970

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

The Company had no related party transactions during the fiscal year ended March 31, 2024, nor during the nine (9) months ended December 31, 2024.

 

NOTE 8 - SUBSEQUENT EVENTS

 

On January 22, 2025, we purchased 769,230 shares of our no par value common stock from an investor who approached us about this purchase and who acquired these shares in a private capital raise by the Company in 2016. The price paid per share was $0.205, for an aggregate purchase price of $157,692.15, which was paid from current cash resources. We will cancel these shares, reducing our current outstanding shares from 122,958,993 to 122,189,763 shares. 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Cautionary Statements for Purposes of “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995:

 

Except for historical facts, all matters discussed in this Quarterly Report, which are forward-looking, involve a high degree of risk and uncertainty. Certain statements in this Quarterly Report set forth management’s intentions, plans, beliefs, expectations, or predictions of the future based on current facts and analyses. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” or similar expressions, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated in such statements, due to a variety of factors, risks, and uncertainties. Potential risks and uncertainties include, but are not limited to, competitive pressures from other companies within the Educational Industries, economic conditions in the Company’s primary markets, exchange rate fluctuation, reduced product demand, increased competition, inability to produce required capacity, unavailability of financing, government action, weather conditions and other uncertainties, including those detailed in our SEC filings. We assume no duty to update forward-looking statements to reflect events or circumstances after the date of such statements.

 

The following discussion should be read in conjunction with Item 1, Condensed Financial Statements, in Part I of this Quarterly Report. 

 

Overview of Current and Planned Operations

 

PCS Edventures!, Inc. sells STEM / STEAM products to educational and recreational entities serving youth. At this time, we do not attempt to align our products to fit in the classroom setting although we are aware that some of our customers use our products to fill enrichment time blocks in the classroom during formal school time. Classroom curriculum must align with specific state standards to be considered for use. Each state has their own unique set of standards, making classroom curriculum development a state by-state endeavor.

 

On the other hand, out of school programs are not subject to a state governmental standard alignments, although these programs often require that educational programs align with various sets of state or national educational standards. This difference makes it easier to penetrate out-of-school programs, as more freedoms exist for curriculum development. We focus our efforts on these out-of-school programs, which include summer school, summer camps, YMCA programs, Boys and Girls club programs and various other programs offered outside of the classroom, at all times of the year, that are too numerous to list. Oftentimes, these programs are sponsored, administered and/or supported by local school districts, and we employ considerable efforts to build relationships with these types of school districts to provide desired programing for their out-of-school programs. The majority of the time, the out-of-school programs offered are funded with grants; however, some programs are run on a for- profit basis. The Company sells to all of these types of entities.

 

We offer professional development training for instructors using our products; and typically charge a fee for this service, with the fee primarily covering our expenses. Management does not view this service as a profit center, but rather as a customer service component of our product that adds to its uniqueness and value in the marketplace, and as a market development endeavor to build out the Company’s addressable market.

 

The nature of our target market produces considerable seasonality for the Company’s revenue. The quarters ended June 30 and September 30 tend to be the peak of this seasonality (with the quarter ended March 31 being close to these quarters), while the quarter ended December 31 tends to be the low point of our seasonality. The Table below reflects this seasonality. 

 

			Quarterly Revenue $
Quarter Ended			2021				2022				2023				2024
March 31				648,743				1,445,594				2,521,470				2,262,772
June 30				1,062,127				1,391,785				2,605,281				3,159,923
September 30				993,458				1,243,662				3,767,326				2,267,338
December 31				566,473				1,847,659				459,087				701,147

 

The Company, through winning a competitive Request For Proposal, added the Air Force Junior Reserve Officers’ Training Corp (“AFJROTC”) as a customer in the second half of calendar year 2022. The Company experienced elevated sales due to the fulfillment of the AFJROTC orders for the quarters ended December 31, 2022, March 31, 2023, and September 30, 2023. One of the AFJROTC revenue quarters was December 31, 2022, which corresponds with the lowest seasonal revenue quarter, so the effects of seasonality in 2022 was not as readily apparent as in other calendar years. The table below removes the AFJROTC revenue to highlight the seasonality that the Company experiences. 

 

			Quarterly Revenue Less JROTC Revenue $
Quarter Ended			2021				2022				2023				2024
March 31				648,743				1,445,594				1,247,835				2,262,772
June 30				1,062,127				1,391,785				2,605,281				3,159,923
September 30				993,458				1,243,662				2,501,410				1,822,225
December 31				566,473				458,239				459,087				701,147

 

During the quarter ended December 31, the Company focuses on product development, restocking inventory, and general planning for the next year. Sales and marketing activities remain fairly constant throughout the year.

 

 

Results of Operations

 

Revenue

 

For the quarter ended December 31, 2024, our revenue was $701,147, which was $242,060 greater than our revenue for the quarter ended December 31, 2023, of $459,087. The difference in revenue was partially due to deferred revenue recognition. For the quarter ended September 30, 2024, we had deferred revenue of $107,336, all of which was recognized as revenue in the quarter ending December 31, 2024. For the quarter ended September 30, 2023, we had deferred revenue of $4,584, all of which was recognized as revenue in the quarter ending December 31, 2023.

 

The difference in revenue was also partially due to increased fulfillment efficiency. We moved into our new warehouse facility in November of 2024, and have decreased the time between order receipt and order fulfillment significantly. We recognize revenue when the customer receives the product or service, so less time between order receipt and order fulfillment has the effect of increasing revenue recognized in any given quarter.

 

For the nine (9) months ended December 31, 2024, our revenue was $6,128,409, which was $703,285 less than our revenue for the nine (9) months ended December 31, 2023, of $6,831,694. The difference in revenue is largely due to the difference between two (2) large customer orders that we fulfilled in the nine (9) months ended December 31, 2023, amounting to $1,265,916 (Air Force JROTC) and $823,143 (Iowa Scale-Up). During the nine (9) months ended December 31, 2024, these two (2) customers accounted for $453,113 and $0, respectively. While we added revenue from other customers during the nine (9) months ended December 31, 2024, we did not overcome the aggregate revenue shortfall from the two (2) customers described above of $1,635,946 when compared to the nine (9) months ended December 31, 2023.

 

The Company has been soliciting larger customers for over two (2) years and has seen some success. The AFJROTC is the Company’s largest success by a wide margin, producing revenue of $1,265,916 in the nine (9) months ended December 31, 2023, and $1,389,420 in the nine (9) months ended December 31, 2022.

  

The Company has experienced other successes in its campaign to find larger customers. The table below shows customer transactions by size for the periods indicated.

 

Number of Customer Transactions by size

 

		> $1 million				>$500,000				> $100,000				> $50,000				> $25,000				> $10,000
Nine (9) months ended December 31, 2024			0				1				14				21				44				90
Nine (9) months ended December 31, 2023			1				2				16				23				34				80
Nine (9) months ended December 31, 2022			1				1				8				18				30				49
Nine (9) months ended December 31, 2021			0				0				5				10				15				38

 

We believe that we can continue to successfully solicit larger customers; however, we cannot guarantee success, nor can we provide a numerical framework to describe the potential success. Risk factors include any developments that negatively impact education funding in the United States, challenges finding and retaining employees who meet our high standards, and disruptions to our supply chain of critical components.

 

Cost of Sales

 

We strive to have a cost of sales that is less than 40% of revenue. We price our products once per year, at the beginning of the calendar year, and maintain that pricing level throughout the year. During inflationary environments, when the price level of the Company’s raw materials is increasing, the Company must absorb that negative impact to gross margins until it can reprice its products at the beginning of the next calendar year. This repricing analysis considers the current pricing level of materials, as well as the likely increase in those levels in the year ahead. We attempt to incorporate shipping costs into the cost of raw materials, but oftentimes during the course of the year we are compelled to ship in a more expedient manner, which is more expensive than our baseline assumptions.

 

For the quarter ended December 31, 2024, our cost of sales was $348,660, or 49.7% of revenue. For the quarter ended December 31, 2023, our cost of sales was $310,657, or 67.7% of revenue. For any given quarter, and especially in low revenue quarters, the cost of sales can vary significantly from our desired 40% or less of revenue. However, for any given year, the calculation is relevant and desired to be 40% or less of revenue. For the nine (9) months ended December 31, 2024, our cost of sales was $2,459,747, or 40.1% of revenue, as compared to $2,503,552, or 36.7% of revenue for the nine (9) months ended December 31, 2023. Factors affecting cost of sales include:

 

 

Helps sub 40% cost of sales		Impedes sub 40% cost of sales
Higher revenue		Higher inflation
Larger order size		Expedited shipping
Ability to take advantage of volume discounts		Quality issues with raw materials
Higher mix of sales from internal efforts		Higher mix of sales from resellers

 

Operating Expenses

 

Operating expenses are divided into two categories – salary + wages, and general + administrative. Salary and wages tend to increase over time as the Company has been increasing its number of employees and we expect to continue to do so in the future. Also, the Company desires to retain employees over the long term, which requires periodic increases in compensation as their value to the Company increases.

 

The Company also has a discretionary quarterly bonus program based on qualified revenue. Qualified revenue is defined as revenue where there are no reseller fees or other price adjustments associated with that revenue. Thus, all reseller sales are disqualified from the discretionary quarterly bonus calculation, as are other miscellaneous transactions where the Company did not receive a full margin. During quarters with higher revenue, salaries and wages will increase all other things equal.

 

Salary and wages were $436,150 for the quarter ended December 31, 2024. For the quarter ended December 31, 2023, salaries and wages were $353,934. We had twenty-four (24) employees as of December 31, 2024, versus twenty-one (21) employees as of December 31, 2023.

  

Salary and wages were $1,440,181 for the nine (9) months ended December 31, 2024. For the nine (9) months ended December 31, 2023, salaries and wages were $1,313,886. As with the case above, we had more employees during the nine (9) months ended December 31, 2024 than the nine (9) months ended December 31, 2023. We also want to retain our employees which necessitates annual raises to compensate for inflation and reflect an employee’s increased value to the Company.

 

General and administrative expenses include all operating expenses outside of salaries and wages. These include the following categories:

 

	1.	Advertising and marketing expenses
	2.	Trade show and travel expenses
	3.	Product development expenses
	4.	Finance charges
	5.	Contract labor expenses
	6.	Lease expenses
	7.	Insurance premiums
	8.	Workers’ compensation expenses
	9.	Office supplies and repairs
	10.	Professional expenses
	11.	Licenses
	12.	State sales tax expenses
	13.	Office and warehouse infrastructure expenses

 

Most of these expenses are not correlated with changes in revenue, but they tend to increase over time. General and administrative expenses were $375,081 for the quarter ended December 31, 2024. For the quarter ended December 31, 2023, general and administrative expenses were $231,475. The increase in general and administrative expenses for the quarter ended December 31, 2024 was largely due to the Company’s new facilities leases which began in the quarter ending December 31, 2024. Warehouse and Office lease and maintenance expenses were $141,847 for the quarter ending December 31, 2024 compared to $35,071 for the quarter ending December 31, 2023. These expenses included the costs of upgrading the new facilities, especially the warehouse.

 

General and administrative expenses were $1,091,005 for the nine (9) months ended December 31, 2024. For the nine (9) months ended December 31, 2023, general and administrative expenses were $821,116. An increase of warehouse and office lease and maintenance of $109,272 and an increase of marketing expenses of $30,608 are largely responsible for the increase in general and administrative expenses for the nine (9) months ended December 31, 2024 over the nine (9) months ended December 31, 2023.

 

 

Other Income and Expenses

 

Other income and expenses are those outside of the Company’s ordinary course of business. Interest income and interest expense are disclosed under other income and expenses. The Company has accumulated cash which is invested in a Vanguard money market fund that invests exclusively in repurchase agreements and short-term U.S. government securities. The ticker symbol of this fund is VMFXX. The Company’s investments in this fund produce interest income.

 

For the quarter ended December 31, 2024, other income and expenses were $24,920, with net interest income accounting for the entire amount. For the quarter ended December 31, 2023, other income and expenses were $22,841, with net interest income totaling $20,183 of that amount.

 

For the nine (9) months ended December 31, 2024, other income and expenses were $84,043, with net interest income accounting for the entire amount. For the nine (9) months ended December 31, 2023, other income and expenses were $64,690, with net interest income accounting for $30,774 of that amount and a tax credit accounting for $31,258 of that amount.

 

Net Income (Loss) Before Tax

 

For the quarter ended December 31, 2024, net income (loss) before tax was ($433,824) versus ($414,138) for the quarter ended December 31, 2023. Higher revenue and higher costs characterized the net income (loss) before tax for the quarter ended December 31, 2024 compared to the quarter ended December 31, 2023.

 

For the nine (9) months ended December 31, 2024, net income (loss) before tax was $1,221,519 versus $2,257,830 for the nine (9) months ended December 31, 2023. The nine (9) months ended December 31, 2024 can be characterized as having less revenue and higher costs when compared to the nine (9) months ended December 31, 2023.

 

Taxes

 

The Company has significant net operating losses which arose due to past losses. At March 31, 2024, the Company had net operating losses of approximately $9.2 million that may be used to offset against future taxable income.

 

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 ended 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.

 

While we do not expect to pay federal income taxes for fiscal year 2025, the deferred tax asset will be adjusted on a quarterly basis to reflect the amount of taxes it is offsetting for the quarter. The provision for income tax is an unwinding of the tax benefit we recorded in prior periods when we recognized the value of the deferred tax asset on the income statement.

 

Liquidity and Capital Resources

 

Cash Flow from Operations

 

For the nine (9) months ended December 31, 2024, cash provided by operations was $2,727,088 compared to cash provided by operations of $1,644,990 for the nine (9) months ended December 31, 2023. Cash provided by operations increased significantly, despite the difference in net income of ($1,192,215) largely due to the difference in the change in accounts receivable. For the nine (9) months ended December 31, 2024, accounts receivable decreased by $1,512,100 compared to a decrease of $214,826 for the nine (9) months ended December 31, 2023. Other significant factors causing cash provided by operations to increase in the nine (9) months ended December 31, 2024 versus the nine (9) months ended December 31, 2023 were an increase in inventories of $11,486 for the December 31, 2024 period versus $556,544 for the December 31, 2023 period, and a decrease in prepaid expenses of $110,480 for the December 31, 2024 period versus and increase in prepaid expenses of $518,799 for the December 31, 2023 period.

 

 

As of December 31, 2024, total current assets were $6,074,390 and total current liabilities were $310,160, resulting in working capital of $5,764,230. As of March 31, 2024, total current assets were $5,425,141 and total current liabilities were $416,154, resulting in working capital of $5,008,987. The Company had a current ratio as of December 31, 2024, of 19.58 compared to a current ratio of 13.04 as of March 31, 2024.

 

As of December 31, 2024, we had $3,590,051 in cash and cash equivalents compared to $1,329,708 in cash and cash equivalents as of March 31, 2024. The improvements in working capital, current ratio, and cash on hand this fiscal year-to-date are all due to a significant decrease in accounts receivable during the nine (9) months ended December 31, 2024.

 

Cash Flow from Investing Activities

 

For the nine (9) months ended December 31, 2024, cash used by investing activities was $76,725 compared to cash used by investing activities of $16,096 for the nine (9) months ended December 31, 2023. During the nine (9) months ended December 31, 2024, we purchased warehouse equipment related to our recent relocation of the warehouse which accounts for the increase in cash used by investing activities.

 

Cash Flow from Financing Activities

 

For the nine (9) months ended December 31, 2024, cash used by financing activities was $390,020 compared to cash used by financing activities of $64,933 for the nine (9) months ended December 31, 2023. In both periods, cash used by financing activities was solely due to the purchase of the Company’s common stock, by the Company, in private transactions with shareholders who solicited the Company for an offer. For the nine (9) months ended December 31, 2024, the Company purchased 1,774,501 shares of its common stock, and for the nine (9) months ended December 31, 2023, the Company purchased 998,985 shares of its common stock. In all cases the common stock purchase by the Company was retired.

 

Off-Balance Sheet Arrangements

 

We had no Off-Balance Sheet arrangements during the three (3) and nine (9) month periods ended December 31, 2024, and 2023.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and is not required to provide the information required under this item.

 

Item 4. Controls and Procedures.

 

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that material information relating to us is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be 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, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and our President who acts as our Principal Financial Officer have evaluated the effectiveness, as of December 31, 2024, 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 effective as of December 31, 2024, due to the Company engaging the professional CPA firm of B.A. Harris to assist the Company in preparing our preliminary condensed financial statements and schedules for our auditor’s review.

 

 Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and is not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None; not applicable.

 

Item 5. Other Information.

 

No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5–1” trading arrangement during the periods reported in this Form 10-Q.

 

Item 6. Exhibits.

 

(a) Index of Exhibits

 

Exhibit No.		Identification of Exhibit		Location if other than attached hereto
3.1		Second Amended and Restated Articles of Incorporation dated October 2, 2006		Attached to our Form 10 filed October 3, 2023
3.2		Articles of Amendment dated April 12, 2012		Attached to our Form 10 filed October 3, 2023
3.3		Articles of Amendment dated September 25, 2014		Attached to our Form 10 filed October 3, 2023
3.4		Articles of Amendment dated September 25, 2015		Attached to our Form 10 filed October 3, 2023
3.5		Articles of Amendment dated September 23, 2016		Attached to our Form 10 filed October 3, 2023
3.6		Third Amended Bylaws		Attached to our Form 10 filed October 3, 2023
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Todd R. Hackett, Chief Executive Officer and Chairman		Attached hereto
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Michael J. Bledsoe, President, Principal Financial Officer		Attached hereto
32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Todd R. Hackett, Chief Executive Officer and Chairman of the Board of Directors, and Mike J. Bledsoe, President and Principal Financial Officer		Attached hereto
101.INS		Inline XBRL Instance Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.SCH		Inline XBRL Taxonomy Extension Schema
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.

 

10-K Annual Report for the fiscal year ended March 31, 2024, filed with the SEC on June 28, 2024 (the “Annual Report”)

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

	PCS EDVENTURES!, INC.
Dated: February 14, 2025	By:	/s/ Todd R. Hackett
		Todd R. Hackett
		Chief Executive Officer and
		Chairman of the Board of Directors
Dated: February 14, 2025	By:	/s/ Michael J. Bledsoe
		Michael J. Bledsoe
		President, Principal Financial Officer and Director

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Todd R. Hackett, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of PCS Edventures!, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

 

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date:	February 14, 2025		By:	/s/ Todd R. Hackett
				Todd R. Hackett, Chief Executive Officer and Chairman

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael J. Bledsoe, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of PCS Edventures!, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

 

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date:	February 14, 2025		By:	/s/ Michael J. Bledsoe
				Michael J. Bledsoe, President and Principal Financial Officer

 

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of PCS Edventures!, Inc. (the “Registrant”) on Form 10-Q for the period ending December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), we, Todd R. Hackett, Chief Executive Officer, and Michael J. Bledsoe, President and Principal Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

 

Date:	February 14, 2025		By:	/s/ Todd R. Hackett
				Todd R. Hackett, Chief Executive Officer and Chairman

 

Date:	February 14, 2025		By:	/s/ Michael J. Bledsoe
				Michael J. Bledsoe, President and Principal Financial Officer

 

 

v3.25.0.1

Cover - shares	9 Months Ended
	Dec. 31, 2024	Feb. 13, 2025
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--03-31
Entity File Number	000-49990
Entity Registrant Name	PCS EDVENTURES!, INC.
Entity Central Index Key	0001122020
Entity Tax Identification Number	82-0475383
Entity Incorporation, State or Country Code	ID
Entity Address, Address Line One	941 S. Industry Way
Entity Address, City or Town	Meridian
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83642
City Area Code	(208)
Local Phone Number	343-3110
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		122,189,763
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	11915 W. Executive Dr.
Entity Address, Address Line Two	#101
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83713

v3.25.0.1

Condensed Balance Sheets - USD ($)	Dec. 31, 2024	Mar. 31, 2024
CURRENT ASSETS
Cash	$ 3,590,051	$ 1,329,708
Accounts receivable, net of allowance for doubtful accounts of $34,204	163,759	1,675,859
Prepaid expenses	283,611	394,091
Inventory, net	2,036,969	2,025,483
Total Current Assets	6,074,390	5,425,141
NONCURRENT ASSETS
Lease Right-of-Use Asset	1,188,710	273,905
Deposits	29,747	6,300
Property and equipment, net	101,462	43,739
Deferred tax asset	2,385,355	2,541,259
Total Noncurrent Assets	3,705,274	2,865,203
TOTAL ASSETS	9,779,664	8,290,344
CURRENT LIABILITIES
Accounts payable	77,661	100,853
Payroll liabilities and accrued expenses	109,755	229,970
Deferred revenue	22,015	14,549
Lease Liability, current portion	100,729	70,782
Total Current Liabilities	310,160	416,154
NONCURRENT LIABILITIES
Lease Liability, net of current portion	1,138,093	218,373
Total Noncurrent Liabilities	1,138,093	218,373
TOTAL LIABILITIES	1,448,253	634,527
STOCKHOLDERS’ EQUITY
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, 122,958,993 and 124,733,494 shares issued and outstanding
Additional Paid-in Capital	40,180,438	40,570,459
Accumulated deficit	(31,849,027)	(32,914,642)
TOTAL STOCKHOLDERS’ EQUITY	8,331,411	7,655,817
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 9,779,664	$ 8,290,344

v3.25.0.1

Condensed Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 34,204	$ 34,204
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	122,958,993	124,733,494
Common stock, shares outstanding	122,958,993	124,733,494

v3.25.0.1

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
REVENUE	$ 701,147	$ 459,087	$ 6,128,409	$ 6,831,694
COST OF SALES	348,660	310,657	2,459,747	2,503,552
GROSS PROFIT	352,487	148,430	3,668,662	4,328,142
OPERATING EXPENSES
Salaries and wages	436,150	353,934	1,440,181	1,313,886
General and administrative expenses	375,081	231,475	1,091,005	821,116
Total Operating Expenses	811,231	585,409	2,531,186	2,135,002
INCOME (LOSS) FROM OPERATIONS	(458,744)	(436,979)	1,137,476	2,193,140
OTHER INCOME
Tax credit				31,258
Net interest income	24,920	20,183	84,043	30,774
Gain on lease modification		2,658		2,658
Total Other Income	24,920	22,841	84,043	64,690
NET INCOME (LOSS) BEFORE TAXES	(433,824)	(414,138)	1,221,519	2,257,830
Income tax provision	(210,935)		155,904
NET INCOME (LOSS)	$ (222,889)	$ (414,138)	$ 1,065,615	$ 2,257,830
Net income (loss) per common share:
Basic	$ (0.00)	$ (0.00)	$ 0.01	$ 0.02
Diluted	$ (0.00)	$ (0.00)	$ 0.01	$ 0.02
Weighted Average Common Shares Outstanding
Basic	123,596,176	124,733,494	124,275,328	125,183,945
Diluted	123,596,176	124,733,494	124,275,328	125,183,945

v3.25.0.1

Condensed Statement of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Mar. 31, 2023		$ 40,635,392	$ (37,355,830)	$ 3,279,562
Balance, shares at Mar. 31, 2023	125,732,479
Net Income (Loss)			2,257,830	2,257,830
Shares Repurchased and cancelled		(64,933)		(64,933)
Shares Repurchased and cancelled, shares	(998,985)
Balance at Dec. 31, 2023		40,570,459	(35,098,000)	5,472,459
Balance, shares at Dec. 31, 2023	124,733,494
Balance at Sep. 30, 2023		40,570,459	(34,683,862)	5,886,597
Balance, shares at Sep. 30, 2023	124,733,494
Net Income (Loss)			(414,138)	(414,138)
Balance at Dec. 31, 2023		40,570,459	(35,098,000)	5,472,459
Balance, shares at Dec. 31, 2023	124,733,494
Balance at Mar. 31, 2024		40,570,459	(32,914,642)	7,655,817
Balance, shares at Mar. 31, 2024	124,733,494
Net Income (Loss)			1,065,615	1,065,615
Shares Repurchased and cancelled		(390,021)		(390,021)
Shares Repurchased and cancelled, shares	(1,774,501)
Balance at Dec. 31, 2024		40,180,438	(31,849,027)	8,331,411
Balance, shares at Dec. 31, 2024	122,958,993
Balance at Sep. 30, 2024		40,426,646	(31,626,138)	8,800,508
Balance, shares at Sep. 30, 2024	124,131,410
Net Income (Loss)			(222,889)	(222,889)
Shares Repurchased and cancelled		(246,208)		(246,208)
Shares Repurchased and cancelled, shares	(1,172,417)
Balance at Dec. 31, 2024		$ 40,180,438	$ (31,849,027)	$ 8,331,411
Balance, shares at Dec. 31, 2024	122,958,993

v3.25.0.1

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 1,065,615	$ 2,257,830
Provision for income tax	155,904
Depreciation and amortization	19,001	7,863
Amortization of right of use asset	108,898	112,063
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	1,512,101	214,826
(Increase) decrease in prepaid expenses	110,480	(518,799)
(Increase) decrease in inventories	(11,486)	(556,544)
(Increase) decrease in other current assets		(32,058)
(Decrease) increase in accounts payable and accrued liabilities	(143,407)	218,636
Increase (decrease) in lease liability	(74,038)	(102,927)
Increase (decrease) in unearned revenue	7,467	44,100
(Increase) decrease in deposits	(23,446)
Net Cash Provided by Operating Activities	2,727,089	1,644,990
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets	(76,725)	(16,096)
Net Cash Used by Investing Activities	(76,725)	(16,096)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock repurchased and cancelled	(390,021)	(64,933)
Net Cash Used by Financing Activities	(390,021)	(64,933)
Net Increase (Decrease) in Cash	2,260,343	1,563,961
Cash at Beginning of Period	1,329,708	442,657
Cash at End of Period	3,590,051	2,006,618
Cash Paid for Interest		648
Cash Paid for taxes	131,432	41,957
Non Cash Investing and Financing Transactions:
Right of use assets obtained in exchange for new operating lease liabilities	$ 1,023,703	$ 240,281

v3.25.0.1

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (222,889)	$ (414,138)	$ 1,065,615	$ 2,257,830

v3.25.0.1

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.25.0.1

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES   Description of Business   The condensed 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 thirty (30) different enrichment programs and typically develops at least two (2) new programs each year. Some of the more popular programs include Rockin’ Robots; Build a Better World; Summer Camp Classics; Pirate Camp; Flight and Aerodynamics; Science of the Human Body; 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 Engineering; Discover Robotics & Physics; Discover Robotics & Programming; and Discover STEM.     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 K-3 market and ideal for a distance-learning environment. The series includes twelve (12) different issues. Instructor guides and/or family engagement guides are included. The Company also provides the necessary bricks for the builds in the activity books as a separate, but related product.     6. Professional Development Training   The Company offers professional development trainings, for a fee, to educators who are implementing the Company’s products in their classroom.     The Company intends to continue developing STEM education products that address demand from large markets.   Interim Financial Information   The accompanying unaudited condensed financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the condensed financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three (3) months ended December 31, 2024, are not necessarily indicative of the results that may be expected for the year ending March 31, 2025, or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June, 28, 2024 (the “Annual Report”).   Use of Estimates   The preparation of these condensed financial statements in conformity with 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 condensed 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.   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 condensed 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 $22,015 as of December 31, 2024, related to contractual commitments with customers where the performance obligation will be satisfied within the fiscal year ended March 31, 2025. 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, performance bonuses, 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.   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 present the calculation of basic and diluted net income per share:   SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE     2024     2023       For the Three Months ended December 31,       2024     2023   Net Loss per common Share:                 Basic   $ (0.00 )   $ (0.00 ) Diluted   $ (0.00 )   $ (0.00 )                   Weighted average number of common shares outstanding Basic     123,596,176       124,733,494                     Weighted average number of common shares outstanding Fully Diluted     123,596,176       124,733,494     Net loss for the three (3) months ended December 31, 2024, and 2023 was $(222,889) and $(414,138), respectively.       2024     2023       For the Nine Months ended December 31,       2024     2023   Net Income per common Share:             Basic   $ 0.01     $ 0.02   Diluted   $ 0.01     $ 0.02                     Weighted average number of common shares outstanding Basic     124,275,328       125,183,945                     Weighted average number of common shares outstanding Fully Diluted     124,275,328       125,183,945     Net Income for the nine (9) months ended December 31, 2024, and 2023, was $1,065,615 and $2,257,830, respectively.   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.

v3.25.0.1

BUSINESS CONDITION	9 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS CONDITION	NOTE 2 – BUSINESS CONDITION   As of December 31, 2024, the Company had $3.6 million in cash, $2.0 million in inventory, and $0.2 million in prepaid inventory, with no debt. Management strongly believes that the Company can sustain its operations over the course of the next twelve (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 twelve (12) months, especially given the Company’s large inventory and prepaid inventory balances.

v3.25.0.1

ACCOUNTS RECEIVABLE	9 Months Ended
	Dec. 31, 2024
Credit Loss [Abstract]
ACCOUNTS RECEIVABLE	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 fifteen (15) to thirty (30) days. The Company performs ongoing credit evaluations of its customers. The Company established an allowance for doubtful accounts of $34,204 at December 31, 2024, and March 31, 2024.

v3.25.0.1

PREPAID EXPENSES	9 Months Ended
	Dec. 31, 2024
Prepaid Expenses
PREPAID EXPENSES	NOTE 4 - PREPAID EXPENSES   Prepaid expenses for the periods are as follows:   SCHEDULE OF PREPAID EXPENSES     December 31, 2024     March 31, 2024   Prepaid insurance   $ 19,137     $ 10,915   Prepaid tradeshows     13,862       25,046   Prepaid inventory     172,000       319,977   Prepaid software     36,243       17,254   Prepaid other     42,369       20,899   Total Prepaid Expenses   $ 283,611     $ 394,091

v3.25.0.1

COMMON AND PREFERRED STOCK TRANSACTIONS	9 Months Ended
	Dec. 31, 2024
Equity [Abstract]
COMMON AND PREFERRED STOCK TRANSACTIONS	NOTE 5 - COMMON AND PREFERRED STOCK TRANSACTIONS     a. Common Stock   The Company has 150,000,000 authorized shares of common stock, no par value. At December 31, 2024, the total common shares issued and outstanding was 122,958,993.   During the nine (9) months ended December 31, 2024, the Company had no option expense.   During the nine (9) months ended December 31, 2024, the Company did not issue shares of common stock.   During the nine (9) months ended December 31, 2024, the Company repurchased an aggregate amount of 1,774,501 shares common stock, from three (3) different individuals who each solicited the Company for an offer, at a weighted average price of $0.22 per share for total payments of $390,020. These shares were then immediately cancelled.     b. Preferred Stock   The Company has 20,000,000 authorized shares of preferred stock. As of December 31, 2024, and March 31, 2024, there were no preferred shares issued or outstanding.

v3.25.0.1

PAYROLL LIABILITIES & ACCRUED EXPENSES	9 Months Ended
	Dec. 31, 2024
Payables and Accruals [Abstract]
PAYROLL LIABILITIES & ACCRUED EXPENSES	NOTE 6 – PAYROLL LIABILITIES & ACCRUED EXPENSES   Accrued expenses for the periods are as follows:   SCHEDULE OF ACCRUED EXPENSES     December 31, 2024     March 31, 2024   Payroll liabilities   $ 95,749     $ 165,087   Sales tax payable     11,136       9,969   State income tax payable     (48,660 )     39,929   Accrued expenses     51,530       14,985   Total   $ 109,755     $ 229,970

v3.25.0.1

RELATED PARTY TRANSACTIONS	9 Months Ended
	Dec. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 - RELATED PARTY TRANSACTIONS   The Company had no related party transactions during the fiscal year ended March 31, 2024, nor during the nine (9) months ended December 31, 2024.

v3.25.0.1

SUBSEQUENT EVENTS	9 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS   On January 22, 2025, we purchased 769,230 shares of our no par value common stock from an investor who approached us about this purchase and who acquired these shares in a private capital raise by the Company in 2016. The price paid per share was $0.205, for an aggregate purchase price of $157,692.15, which was paid from current cash resources. We will cancel these shares, reducing our current outstanding shares from 122,958,993 to 122,189,763 shares.

v3.25.0.1

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Interim Financial Information	Interim Financial Information   The accompanying unaudited condensed financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the condensed financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three (3) months ended December 31, 2024, are not necessarily indicative of the results that may be expected for the year ending March 31, 2025, or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June, 28, 2024 (the “Annual Report”).
Use of Estimates	Use of Estimates   The preparation of these condensed financial statements in conformity with 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 condensed 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.
Revenue Recognition	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 condensed 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 $22,015 as of December 31, 2024, related to contractual commitments with customers where the performance obligation will be satisfied within the fiscal year ended March 31, 2025. 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, performance bonuses, 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.
Net Earnings (Loss) Per Share of Common Stock	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 present the calculation of basic and diluted net income per share:   SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE     2024     2023       For the Three Months ended December 31,       2024     2023   Net Loss per common Share:                 Basic   $ (0.00 )   $ (0.00 ) Diluted   $ (0.00 )   $ (0.00 )                   Weighted average number of common shares outstanding Basic     123,596,176       124,733,494                     Weighted average number of common shares outstanding Fully Diluted     123,596,176       124,733,494     Net loss for the three (3) months ended December 31, 2024, and 2023 was $(222,889) and $(414,138), respectively.       2024     2023       For the Nine Months ended December 31,       2024     2023   Net Income per common Share:             Basic   $ 0.01     $ 0.02   Diluted   $ 0.01     $ 0.02                     Weighted average number of common shares outstanding Basic     124,275,328       125,183,945                     Weighted average number of common shares outstanding Fully Diluted     124,275,328       125,183,945     Net Income for the nine (9) months ended December 31, 2024, and 2023, was $1,065,615 and $2,257,830, respectively.
Recently Issued Accounting Pronouncements	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.

v3.25.0.1

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE	SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE     2024     2023       For the Three Months ended December 31,       2024     2023   Net Loss per common Share:                 Basic   $ (0.00 )   $ (0.00 ) Diluted   $ (0.00 )   $ (0.00 )                   Weighted average number of common shares outstanding Basic     123,596,176       124,733,494                     Weighted average number of common shares outstanding Fully Diluted     123,596,176       124,733,494         2024     2023       For the Nine Months ended December 31,       2024     2023   Net Income per common Share:             Basic   $ 0.01     $ 0.02   Diluted   $ 0.01     $ 0.02                     Weighted average number of common shares outstanding Basic     124,275,328       125,183,945                     Weighted average number of common shares outstanding Fully Diluted     124,275,328       125,183,945

v3.25.0.1

PREPAID EXPENSES (Tables)	9 Months Ended
	Dec. 31, 2024
Prepaid Expenses
SCHEDULE OF PREPAID EXPENSES	Prepaid expenses for the periods are as follows:   SCHEDULE OF PREPAID EXPENSES     December 31, 2024     March 31, 2024   Prepaid insurance   $ 19,137     $ 10,915   Prepaid tradeshows     13,862       25,046   Prepaid inventory     172,000       319,977   Prepaid software     36,243       17,254   Prepaid other     42,369       20,899   Total Prepaid Expenses   $ 283,611     $ 394,091

v3.25.0.1

PAYROLL LIABILITIES & ACCRUED EXPENSES (Tables)	9 Months Ended
	Dec. 31, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES	Accrued expenses for the periods are as follows:   SCHEDULE OF ACCRUED EXPENSES     December 31, 2024     March 31, 2024   Payroll liabilities   $ 95,749     $ 165,087   Sales tax payable     11,136       9,969   State income tax payable     (48,660 )     39,929   Accrued expenses     51,530       14,985   Total   $ 109,755     $ 229,970

v3.25.0.1

SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - $ / shares	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Net Income per common Share:
Basic	$ (0.00)	$ (0.00)	$ 0.01	$ 0.02
Diluted	$ (0.00)	$ (0.00)	$ 0.01	$ 0.02
Weighted average number of common shares outstanding Basic	123,596,176	124,733,494	124,275,328	125,183,945
Weighted average number of common shares outstanding Fully Diluted	123,596,176	124,733,494	124,275,328	125,183,945

v3.25.0.1

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2024
Accounting Policies [Abstract]
Deferred revenue	$ 22,015		$ 22,015		$ 14,549
Net income (loss)	$ (222,889)	$ (414,138)	$ 1,065,615	$ 2,257,830

v3.25.0.1

BUSINESS CONDITION (Details Narrative) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 3,600,000
Inventory	2,036,969	$ 2,025,483
Prepaid inventory	200,000
Debt	$ 0

v3.25.0.1

ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Credit Loss [Abstract]
Allowance for doubtful accounts	$ 34,204	$ 34,204

v3.25.0.1

SCHEDULE OF PREPAID EXPENSES (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Prepaid Expenses
Prepaid insurance	$ 19,137	$ 10,915
Prepaid tradeshows	13,862	25,046
Prepaid inventory	172,000	319,977
Prepaid software	36,243	17,254
Prepaid other	42,369	20,899
Total Prepaid Expenses	$ 283,611	$ 394,091

v3.25.0.1

COMMON AND PREFERRED STOCK TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2024	Mar. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	150,000,000	150,000,000
Common stock, no par value	$ 0	$ 0
Common stock, shares issued	122,958,993	124,733,494
Common stock, shares outstanding	122,958,993	124,733,494
Stock option plan expense	$ 0
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Three Individuals [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock repurchased during period, shares	1,774,501
Repurchase price per share	$ 0.22
Stock repurchased during period, value	$ 390,020
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of stock, shares	0

v3.25.0.1

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2024	Mar. 31, 2024
Payables and Accruals [Abstract]
Payroll liabilities	$ 95,749	$ 165,087
Sales tax payable	11,136	9,969
State income tax payable	(48,660)	39,929
Accrued expenses	51,530	14,985
Total	$ 109,755	$ 229,970

v3.25.0.1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2024	Mar. 31, 2024
Related Party Transactions [Abstract]
Related party transactions	$ 0	$ 0

v3.25.0.1

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jan. 22, 2025	Jan. 21, 2025	Dec. 31, 2024	Mar. 31, 2024
Subsequent Event [Line Items]
Common stock, no par value			$ 0	$ 0
Common stock, shares outstanding			122,958,993	124,733,494
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock repurchased during period, shares	769,230
Common stock, no par value	$ 0
Share price per share	$ 0.205
Stock repurchased during period	$ 157,692.15
Common stock, shares outstanding	122,189,763	122,958,993

---