U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2004
[ ] TRANSITION REPORT UNDER 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!.COM, INC.
(Name of Small Business Issuer in its Charter)
IDAHO 82-0475383
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
345 Bobwhite Court, Suite #200
Boise, Idaho 83706
(Address of Principal Executive Offices)
Issuer's Telephone Number: (208) 343-3110
N/A
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act:
No par value common stock
Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this Form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Registrant's revenues for its most recent fiscal year: March 31,
2004 - $1,830,861.
State the aggregate market value of the Registrant's voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.
June 28, 2004 - $5,855,214.06. There are approximately 21,685,978 shares
of common voting stock of the Registrant beneficially owned by non-affiliates.
These computations are based upon the bid price for the common stock of the
Registrant on the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. ("NASD") on June 28, 2004 or $0.27 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes No
--- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the latest practicable date:
June 28, 2004
25,395,670
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Part III, Item I.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
General.
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PCS (the "Company," "PCS," "we," "our, "us" or similar words)
was incorporated in 1994 in the State of Idaho. In October 1994, we
acquired PCS Schools, Inc. ("PCS Schools") as a wholly owned subsidiary. PCS
Schools had created an educational enrichment program that was delivered in
owner-operated, free standing Learning Centers. This program offered a unique
atmosphere highly conducive to individual styles of learning and a system that
utilized computer technology to increase areas of inquiry and application.
Subsequently, we changed our business plan and business strategy and in
connection with this change, we divested the Learning Centers developed by PCS
Schools and focused our efforts on creating web based educational systems
utilizing and improving PCS Schools legacy curriculum.
Fiscal Year Ended March 31, 2004.
---------------------------------
The following are the business developments during fiscal 2004:
* Sold another 180 Labs to Edison Schools;
* Began to investigate using parts of our Learning Labs to create a
line of specialty educational retail toys;
* Developed a strategic alliance with K-Nex Corporation, a
manufacturer and distributor of learning manipulatives to the US
K-12 market;
* Announced the development and release of additional curriculum
for learning labs destined for the classroom;
* Developed a strategic alliance with the Air University in
Pakistan;
* Acquired the exclusive distribution rights to a line of Science
Labs from Science Demo in Israel;
* Announced our new marketplace strategy for the US market which
included new products, added sales representation and standards
alignment in all 50 states; and
* Announced that we no longer utilize one line of building bricks
in our learning labs and have opened the market to three other
suppliers.
Fiscal Years ended March 31, 2003 and 2002.
-------------------------------------------
For a discussion of our business development during the years ended March
31, 2003 and 2002, see our 10-KSB Annual Reports for the years ended March 31,
2003 and 2002 which have been previously filed with the Securities and
Exchange Commission, and which are incorporated herein by reference. See Item
13, Part III.
Business.
---------
We are engaged in the business of developing and marketing educational
related technologies and programs directed to the kindergarten through
12th grade after-school market. Our products and technologies are targeted to
both the classroom and home market. Our products and technologies are
delivered to the classroom through an inventory of hardware, software, books,
and Internet access. Our technologies and products are delivered to the home
user through Internet access to our subscription based website. Our products
and technologies allow students ages 3-18 to explore the basic foundations of
mechanical engineering, structures in architecture, and math and science.
We have developed seven innovative technology based educational
programs. Our "Academy of Engineering," "Academy of Robotics", "Edventures!
Lab", "Discover! Lab" products are site-license installations for classrooms
and learning programs. Our "Brick Lab!" and "Young Learner Building Box"
products are also for classrooms and learning programs, but are not licensed.
Our "Edventures! Online" product is our comprehensive Internet delivered
educational experience that supports our Edventures! Labs and our Discover!
Labs site licenses and also serves as a stand-alone home usage program. Our
"Edventures! Online" program is delivered to the home user over the Internet
on a monthly subscription basis. Separately, and in combination, these seven
products present a platform for delivering educational services and support to
classroom, learning center and home users, and create a virtual community of
learners and parents on the web. It is our business strategy that as this
online community grows, it will become an education portal through which
additional PCS programs and services can be marketed and delivered.
We have only commenced marketing efforts for our current products and
technologies during the last four years. We are attempting to expand
distribution and marketing arrangements channels. To date, we have sold only a
limited number of products related to our current product line.
Principal Products or Services and their Markets.
-------------------------------------------------
We have now developed and are currently marketing seven innovative
technology based educational programs for the kindergarten through 12th grade
("K-12") after-school market, learning center market and home market.
Separately, and in combination, these seven products present a platform for
delivering educational services and support, and create a virtual community of
learners and parents on the web. It is our intent that as this community
grows, it becomes an education portal through which additional PCS programs
and services can be deployed. The five technologies and products that we are
currently marketing, are as follows:
Our Academy of Engineering Lab is a site license program designed
for use within various K-12 environments. Using the Academy of
Engineering, students develop, design, and produce exciting hands-on
projects ranging from catapults to robots in response to engaging
challenges in a variety of topics. The current Academy of
Engineering product includes four books from the mechanical
engineering strand and 12 extension books covering a variety of
topics. Future topic strands for expanding the program include
structural, electrical and software engineering. Each strand, when
completed, includes courseware for over 272 hours of instruction.
The Academy of Engineering program includes a variety of LEGO
(Registered) products which are used as a mechanical engineering
learning aid. An Academy of Engineering site license currently
sells for between $13,995 and $21,500 and includes materials, LEGO
(Registered) manipulatives and other building components, and
curriculum, a custom designed storage and organization unit, a
digital camera, web-based support by our "Edventures! Online"
product and various electronic assessment tools, and two days of
teacher training. We sold 41 Academy of Engineering Labs during the
previous fiscal year. Each site license includes all materials
necessary to utilize the complete Academy of Engineering program.
The Academy of Robotics Lab serves as a complement to our Academy of
Engineering or can also serve as a stand alone robotics lab. The
Academy of Robotics Lab is available in a 10, 20, or 30 student
editions. Each Lab contains a comprehensive LEGO (Registered)
inventory including LEGO (Registered) Mindstorms kits, additional
LEGO (Registered) manipulatives, digital camera, web services, and
curriculum. This Lab ranges in price from $6,995 to $20,985. We
sold 58 Academy of Robotics Labs during last fiscal year.
Edventures! Lab is a site license system intended for students ages
7-13 which provides a broader set of subject areas including art,
programming, web page design, chess, physics, electricity, and
others. It contains curriculum, storage cabinet, and a smaller
inventory of LEGO (Registered) manipulatives. It relies on
"Edventures! Online" for delivery of the curriculum. A site license
for an Edventures! Lab currently costs $7,550 which includes a
60-student block license for access to "Edventures! Online." We
have sold 27 Edventures! Labs during the previous fiscal year.
Discover! Lab is a scaled down model of the Edventures! Lab site
license system intended for smaller groups of approximately 15
students. It contains curriculum, a storage cabinet and
other material, but has a reduced inventory of LEGO (Registered)
materials and relies on "Edventures! Online" for delivery of the
curriculum. A site license for a Discover! Lab currently costs
$3,250 which includes a 30-student block license for access to
"Edventures! Online". We have sold 22 Discover! Labs during the
previous fiscal year.
Edventures Brick Labs! provide an inexpensive hands-on learning
solution for educators in all types of teaching environments. The
Brick Lab! combines the "Edventures! Online" curriculum, LEGO
(Registered) manipulatives, storage bins and Internet/web services
for smaller groups of approximately 30 students. The Brick Lab!
sells for $595 and is not licensed. We have sold 441 Brick Labs
during the previous fiscal year. In addition, we have developed
The BrickLab Grade Series. This series is a complete technology
curriculum for grades 1-6. Aligned with the ITEA standards, each
level in the grade series offers hands-on and open-ended projects
for up to 30 students at one time. Each individual grade package
includes a sturdy plastic tub filled with over 5,700 building
bricks, one teacher curriculum book-- grade specific -- and
accompanying posters and labels. Each level contains an excess of
over 200 technological projects relevant to the real world. For the
fiscal year ended 2004, Grades 1 and 2 are available. Grades 3 and
4 should be available by the end of fiscal year 2005, with Grades 5
and 6 to follow in fiscal year 2006.
The Young Learner Building Box was designed to meet the needs of
preschoolers. Introducing children to hands-on learning, this lab
utilizes activities and games to teach number and letter
recognition, build vocabulary, counting, and more. The Young
Learner Building Box includes activity cards, large-size plastic
building blocks, the exclusive "HIGHRISE" board game, developed by
PCS for this specific Lab, and a sturdy mobile storage container.
This labs sells for $299 and is unlicensed. Introduced last year
ago, we have sold 17 Young Learner Building Boxes during the
previous fiscal year.
"Edventures! Online" is an Internet delivered program that provides
a safe, secure and exciting learning environment for students to
interact within from home and from school. "Edventures! Online"
includes online curriculum and assessment, filtered communication
tools, forums and a variety of additional online services. The
program utilizes Internet based resources and services as a stand-
alone product and also serves as an extension service to our
school-based Edventures! Lab. "Edventures Online" can be viewed on
the web at www.edventures.com. This environment features over 200
do-at-home projects organized into a sophisticated learning model
(Merit System), an animated glossary, monitored chat rooms, live
interaction with online instructors, personal email accounts for all
students and more. The "Edventures! Online" at-home curriculum
utilizes found materials, LEGO (Registered) products, software and
other resources to teach concepts in Physics, Electricity, Internet,
Programming, Art, Architecture, Engineering, and Robotics.
"Edventures! Online" provides all lab licensees an on-line support
tool and provides a framework within which students can safely
communicate, collaborate, and learn. "Edventures! Online" is also
available as a stand-alone, home based subscription product for
$69.95 per year.
The Academy of Engineering, Academy of Robotics, Edventures! Lab,
Discover! Lab, and Brick Lab! have three main delivery models, which makes
these products suitable for use in various learning environments:
School Resource Center. The Academy of Engineering, Academy of
Robotics, Edventures! Lab, and Discover! Labs are currently being
deployed as a school-wide resource center that allows K-12 teachers
to integrate hands-on project based learning activities into their
daily curriculum. As a resource center, these mobile Labs are
rolled from classroom to classroom throughout the course of a
typical school week, being used by the entire school. Examples of
how the program is used include: (1) a platform for gifted and
talented programs; (2) to enhance and extend a science curriculum;
(3) to enhance and extend mathematics activities; (4) to serve as a
foundation for an after-school program; (5) as a
vocational-technical or technology education program; (6) and to
serve as a special education resource. This model makes the program
an ideal resource for schools around the country that are seeking
innovative and organized methods for integrating technology and
hands-on learning in the classroom.
Pre-Engineering Course. The Academy of Engineering, Academy of
Robotics, and Edventures! Labs provide a comprehensive engineering
curriculum designed around the hands-on use of LEGO (Registered)
manipulatives. This curriculum allows the program to serve as the
foundation for pre-engineering courses suitable for students in
Jr./Sr. High. The hands-on applications of technology, design and
production techniques, and the integration of the Internet based
services, makes it a highly attractive total classroom solution.
After School Program. The Academy of Engineering, Academy of
Robotics, Edventures! Lab, Discover! Lab, and Brick Lab programs
were originally designed in an after-school environment and are
ideal to meet the expanding need for educational solutions for
school-based programs, Boys & Girls Clubs, YMCA, Community Learning
Centers and similar organizations. When used in this format, these
programs become a hub for educational activities out of the
engineering curriculum, or from the online Edventures! program. The
complete support, assessment and curriculum components provide a
system for offering a flexible, effective educational offering.
We believe that education programs of our type are not currently
available from any other source and present a unique opportunity for sales and
marketing to specific segments of the education industry. We believe that PCS'
education programs deliver a unique, proven learning experience that:
* provides students with exciting and relevant activities that
brings curriculum to life;
* develops essential critical thinking and problem-solving skills;
* prepares students for real-world career demands; and
* builds a strong foundation in technical literacy.
Markets.
--------
The educational market is a significant market in the United States but
is fragmented into various segments ranging from non-profit educational
programs to the public school system. We focus our sales and marketing
efforts on specific market segments in an integrated strategy that is intended
to build brand name awareness of our PCS products in schools, at home and
within the larger educational marketplace.
We believe that a major shift of focus is taking place in education in
our public and private schools as educators and parents seek to maximize
educational experiences for children based upon advances in technology. We
believe that this shift necessitates sweeping changes in how schools are
operated, programs are taught, technology is integrated, students are assessed
and classrooms are managed. Over the past few years, the emergence of a for-
profit education industry has begun to evolve in response to parents' and
society's demand for more and better alternatives in education. Parents are
giving their children's schools low grades for teaching performance and at
the same time there is an increase in public support for school choice. The
issue of education, including the public funding of private school vouchers is
significant. A school voucher program has also been recently upheld in a case
decided at the United States Supreme Court. These factors are driving the
growth of private and charter school alternatives.
Capitalizing on this atmosphere, private education based companies
specializing in after-school, tutoring, and special skills programs are
marketing programs, technologies, and products catering to teachers, students,
and parents. Parents support alternative education programs and enrichment
activities and actively seek them out for their children, as well as exert
more and more pressure on public schools to improve their performance. We
believe that with this change and unrest taking place within the education
industry, enormous opportunities are emerging for companies who understand the
problems and promise of technology and new educational methodologies. It is
our business strategy to, through our technologies and experience, develop and
market technology enhanced learning programs to address this education demand.
The growth of the Extended Learning Market. Recent high-profile federal
programs indicate a growing opportunity within the extended learning market
which encompasses before, after, and summer school programs on the campus of
public schools, or operated through the venue of organizations like the Boys &
Girls Clubs of America. The web site, "www.afterschool.gov," summarizes many
of the federal funding sources now available for this growing market segment.
PCS Designated Markets.
-----------------------
We have identified as our primary market for our labs traditional public
and private schools and the after-school programs that are growing quickly
across the United States. Widespread financial support for implementing
school-based after-school programs is driving the growth of public school
programs in this segment. The growth of programs such as those offered by the
Boys & Girls Clubs of America are further proof of the market need for this
product. As a niche market, after school programs, on and off the campus of
public schools (the Extended Learning Market), represent a potential market
for PCS products.
K-12 Market in International and U.S. We have entered into a sales
agency agreement and product alliance relationship with Pitsco LEGO
(Registered) Dacta, a Pittsburg, Kansas, based educational company that holds
the exclusive distribution rights to LEGO (Registered) Dacta product sales in
the United States. Pitsco, established in 1966, has established a market
presence and reputation in the school market place and now markets its own
line of modular school labs as well as hundreds of other hands-on type
products. The Academy of Engineering product complements the Pitsco existing
product line.
Boys & Girls Clubs. We are currently continuing our efforts to
distribute our labs into the Boys and Girls Clubs. To date, clubs have
evidenced a strong interest in our program due to an organization-wide mandate
to implement educational programs like the Academy of Engineering. The
funding cycle access to funds for these programs are a significant factor in
our ability to market the Academy of Engineering to Boys and Girls Clubs. We
currently have labs in over 20 of 3,300 Boys & Girls Clubs nationwide.
Extended Learning Market. In addition to the Boys & Girls Clubs of
America, additional non-school-based programs are increasing through such
institutions as the YMCA, Community Learning Centers, and other sites such as
Science Museums. PCS is currently working to establish reference sites in
each of these markets and will follow a strategy similar to the one it is
pursuing with the Boys & Girls Clubs of America. Progress to date in these
market segments include
Edventures! Online Markets.
-------------------------
Edventures! Online is designed to provide a full-featured educational
extension via the Internet to all students participating in PCS programs such
as the Academy of Engineering. However, for families and students who do not
have access to PCS Labs through a local site license, the program is available
on a subscription basis for $69.95 per year. PCS describes the primary market
for the current Edventures! Online product as families with children ages six
to 13 who have a strong interest in education. Edventures! Online has been
approved for state level funding for homeschool students in the states of
California and Alaska. PCS is currently developing a promotional effort that
will take advantage of this funding availability to promote the Edventures!
program to the thousands of homeschool families in these states.
Marketing and Other Agreements.
-------------------------------
Direct Sales Force. Currently, we have a direct sales force consisting
of three employees and several independent agency groups. This direct sales
force markets our products and programs in a variety of methods to various
users, providers and others.
PCS Edventures is pleased to announce it has reached a formal agreement
with Science Demo, Ltd., an Israeli manufacturer and marketer of a premier
line of compact Science Demonstration Labs, for PCS to market the products in
the US and Canada. This agreement expands the products and services offered
by PCS sales representatives to include the core physical science market for
K-12 schools nationwide. A recent report released by the National Science
Foundation indicates that science and technology preparedness in US students
is dropping at an alarming rate and we are losing jobs and a leadership role
to International competitors. Solid, proven science activities fit within our
project based learning educational framework.
Competition.
------------
Both the education marketplace and the Internet are highly competitive
and rapidly evolving fields, and are expected to continue to undergo
significant and rapid technological change. Other companies may develop
products and services and technologies superior to our products which may
result in our products and services becoming less competitive. We are aware
of several development stage and established enterprises, including major
telecommunications and computer software and technology companies, which are
exploring the fields of online educational products and services or are
actively engaged in research and development of products and services targeted
at these fields. Many of these companies have substantially greater financial,
manufacturing, marketing and technical resources than we have and represent
significant long-term competition. To the extent that these companies offer
comparable products and services at lower prices, or higher quality and more
cost effective, our business could be adversely affected.
Potential Competitive Advantages.
---------------------------------
We believe that we potentially have certain competitive advantages which
we will attempt to maximize in developing and effecting our business strategy.
These potential advantages include the following:
High barriers exist to entry. PCS' educational programs are innovative,
unique and based on fifteen years of experience and product development.
Barriers to entry for competitive products that are time tested are
extremely high. Early and significant market penetration will guarantee
a "first and best" name recognition for the types of educational services
that PCS will deliver.
Utilize the Internet as a delivery and support mechanism for the
programs. By leveraging our extensive expertise in Internet technology,
PCS achieves the following significant advantages: (1) a high level of
program control; (2) the building of a significant data model regarding
program usage; and (3) a direct channel to enrolled students who access
the program at home. Each of these advantages provides tangible long-
term benefits to the Company.
Expand program offerings and distribute them via established program
licensees. After implementing and proving a successful program model,
PCS will utilize its established network of licensees to distribute
additional programs designed to integrate seamlessly into the already
deployed sites. This creates a long-term growth strategy that includes
new and residual sales to an ever-growing list of existing licensees on
an annual basis.
Proliferate licensing of PCS programs by continuing to expand other
educational market segments. PCS recognizes that the public schools and
community organizations offering educational programs are the best
choice for rapid expansion and capturing market share and visibility.
Additional market segments will be attacked individually as PCS
demonstrates program viability, market by market. By taking a long term
strategic approach to market penetration, and maintaining a policy of
solid strategic alliances for distribution, each PCS educational program
will be an asset that will continue to generate growth and sales.
Sources and Availability of Raw Materials.
------------------------------------------
None, not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
----------------
We seek to protect our technology, documentation and other written
materials under trade secret and copyright laws, which afford only limited
protection. Generally, we enter into confidentiality and non-disclosure
agreements with our employees and with key vendors and suppliers. Currently
we use the following trade names: "PCS" (TM)"; "Academy of Learning";
"business"; "Edventures", and "PCS Brick Lab" (TM". We intend to evaluate
continually the appropriateness of seeking registration of additional product
names and trademarks as they evolve.
At the present time, we have not applied for any patents, nor do we have
any patents pending. We anticipate that our products will not be the type for
which patent protection will be sought. However, we may file for patent
protection on certain aspects of our proprietary technology in the future.
Our present or future products may be found to infringe upon the
intellectual property rights of others. If our products were found to
infringe on intellectual property rights of others, our development and sale
of such products could be severely restricted or prohibited. In such
eventuality we would be required to obtain licenses to utilize such patents or
proprietary rights of others, for which acceptable terms may be unavailable.
If we were not able to obtain such licenses, the development or sale of
products requiring such licenses could be materially and adversely affected.
In addition, we could incur substantial costs in defending against challenges
to our patents or infringement claims made by third parties or in enforcing
any patents we may obtain.
Our PCS logo has been service/trade marked (#2213678) since December 29,
1998. Protection for this service/trademark is for a ten year period. "PCS
Edventures!.COM" has been service/trade marked since November 27, 2001. We
applied for a service/trademark (application #78329127) for "PCS Brick Lab" on
November 13, 2003. We anticipate that these applications will be granted in
the near future. Once granted, the protection is for a period of ten years.
Governmental Approval of Principal Products or Services.
--------------------------------------------------------
None, not applicable.
Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------
Small Business Issuer.
----------------------
The integrated disclosure system for small business issuers adopted by
the Securities and Exchange Commission in Release No. 34-30968 and effective
as of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
We are deemed to be a "small business issuer," and we have selected to
comply with the "small business issuer" disclosure requirements of Regulation
SB of the Securities and Exchange Commission.
Sarbanes-Oxley Act.
-------------------
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide
variety of new regulatory requirements on publicly-held companies and their
insiders. Many of these requirements will affect us. For example:
* Our chief executive officer and chief financial officer must
now certify the accuracy of all of our periodic reports that contain financial
statements;
* Our periodic reports must disclose our conclusions about the
effectiveness of our disclosure controls and procedures; and
* We may not make any loan to any director or executive officer
and we may not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current
procedures and policies to determine whether they comply with the
Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will
continue to monitor our compliance with all future regulations that are
adopted under the Sarbanes-Oxley Act and will take whatever actions are
necessary to ensure that we are in compliance.
"Penny Stock" Designation.
--------------------------
Our common stock is "penny stock" as defined in Rule 3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks:
* with a price of less than five dollars per share;
* that are not traded on a "recognized" national exchange;
* whose prices are not quoted on the NASDAQ automated quotation
system; or
* in issuers with net tangible assets less than $2,000,000, if the
issuer has been in continuous operation for at least three years, or
$5,000,000, if in continuous operation for less than three years, or with
average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities
and Exchange Commission require broker/dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny
stocks and to obtain a manually signed and dated written receipt of the
document before making any transaction in a penny stock for the investor's
account. You are urged to obtain and read this disclosure carefully before
purchasing any of our shares.
Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in these stocks before selling any penny stock to that investor.
This procedure requires the broker/dealer to:
* get information about the investor's financial situation,
investment experience and investment goals;
* reasonably determine, based on that information, that transactions
in penny stocks are suitable for the investor and that the investor can
evaluate the risks of penny stock transactions;
* provide the investor with a written statement setting forth the
basis on which the broker/dealer made his or her determination; and
* receive a signed and dated copy of the statement from the
investor, confirming that it accurately reflects the investor' financial
situation, investment experience and investment goals.
Compliance with these requirements may make it harder for our
stockholders to resell their shares.
Reporting Obligations.
----------------------
Section 14(a) of the Exchange Act requires all companies with
securities registered pursuant to Section 12(g) of the Exchange Act to comply
with the rules and regulations of the Securities and Exchange Commission
regarding proxy solicitations, as outlined in Regulation 14A. Matters
submitted to stockholders of our Company at a special or annual meeting
thereof or pursuant to a written consent will require our Company to provide
our stockholders with the information outlined in Schedules 14A or 14C of
Regulation 14; preliminary copies of this information must be submitted to the
Securities and Exchange Commission at least 10 days prior to the date that
definitive copies of this information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-KSB and
quarterly reports on Form 10-QSB with the Securities Exchange Commission on a
regular basis, and will be required to timely disclose certain material
events (e.g., changes in corporate control; acquisitions or dispositions of a
significant amount of assets other than in the ordinary course of business;
and bankruptcy) in a current report on Form 8-K.
Cost and Effect of Compliance with Environmental Laws.
------------------------------------------------------
None, not applicable.
Research and Development Expenses.
----------------------------------
We incurred no research and development expenses during the last fiscal
year due to a lack of funding. However, we believe that continued investment
in research and development will contribute to attaining our strategic
objectives and, as a result, expect research and development expenses to
increase in future periods.
Number of Employees.
--------------------
We employ approximately 11 full-time employees of which three are in
sales, five are in design and project management, one in accounting/finance
and two in administration. We will hire part-time and additional
full-time employees on an "as-needed" basis. None of our employees are
represented by a labor union. We believe that our relationship with our
employees is good.
Item 2. Description of Property.
------------------------
The Company leases its principal executive offices, at 345 Bobwhite
Court, Suite #200, Boise, Idaho 83706. These offices consist of approximately
5,412 square feet of office space. Rent obligations are $6,250/month
under a non-cancelable operating lease.
Item 3. Legal Proceedings.
------------------
Warren Black v. PCS.
--------------------
On January 18, 2002, Warren Black, a former independent contractor for
the Company, filed a complaint against the Company alleging breach of
contract. Mr. Black seeks the return of certain software products that he
claimed to have provided the Company during his employment, or their monetary
equivalent, which he claims to be $15,000. The Company settled this action in
February 2003. Per the terms of the settlement agreement, the Company agreed
to issue Mr. Black a $6,000 note in full satisfaction of his claim. The note
was paid in quarterly installments of $1,500 plus accrued interest at 8.0%
per annum. The note was paid in full as of February 4, 2004.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to the Company's shareholders during the last
quarter of our current fiscal year.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information.
-------------------
There has never been any "established trading market" for our shares of
common stock. Our common stock is presently quoted on the OTC Bulletin Board
of the NASD under the symbol "PCSV" as reflected below. No assurance can be
given that any market for our common stock will develop in the future or be
maintained. If an "established trading market" ever develops in the future,
the sale of "restricted securities" (common stock) pursuant to Rule 144 of the
Securities and Exchange Commission by members of management or others may have
a substantial adverse impact on any such market.
The range of high and low bid quotations for our common stock during
each quarter since they commenced trading in September, 2001, are shown below.
Prices are inter-dealer quotations as reported by the NQB, LLC, and do not
necessarily reflect transactions, retail markups, mark downs or commissions.
Stock Quotations
----------------
Quarter Ended High Low
------------- ---- ---
September 30, 2001 $0.60 $0.25
December 31, 2001 $0.28 $0.18
March 31, 2002 $0.25 $0.06
June 30, 2002 $0.19 $0.07
September 30, 2002 $0.20 $0.10
December 31, 2002 $0.15 $0.06
March 31, 2003 $0.10 $0.065
June 30, 2003 $0.12 $0.065
September 30, 2003 $0.12 $0.07
December 31, 2003 $0.17 $0.09
March 31, 2004 $0.30 $0.10
Recent Sales of Unregistered Securities.
----------------------------------------
During the last quarter, we sold the securities listed below in
unregistered transactions. Each of the sales was sold in reliance on the
exemption provided for in Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"). No underwriting fee or other compensation was
paid in connection with the issuance of shares.
Name Date Shares Consideration
---- ---- Issued Paid in Dollars
------ ---------------
Digital Wallstreet, Inc. 1/22/04 680,000 (1)
Anthony A. Maher 1/22/04 103,207 (2)
Leonard Burningham 1/22/04 106,384 (3)
Moshe Weiss and Hanna Weiss 2/9/04 75,000 15,000(5)
Barry L. Brown 2/2/04 100,000 12,000(4)
Eliezer Schloss 2/11/04 50,000 10,000(5)
Shmuel Dabi 2/12/04 50,000 10,000(5)
David Levosky 2/14/04 58,070 (6)
John Ariko 2/19/04 75,825 (6)
Hazen Sandwick 2/19/04 50,550 (6)
Samuel R. Trozzo 2/23/04 166,667 20,000(4)
Kenneth E. Dawkins 2/25/04 400,000 50,000(8)
Dave and Sue Kimball 3/1/04 50,670 (6)
Ronald A. Nelson 3/5/04 125,000 25,000(5)
Temporary Financial Services, Inc. 3/10/04 1,562,500 250,000(9)
Sam Mayer 3/24/04 50,000 10,000(5)
Charles Bradley 3/25/04 101,865 (6)
Sina Leatha 3/25/04 101,865 (6)
Steve Womack 3/29/04 50,975 (6)
Verl Jensen 2/19/04 15,165 (7)
Leonard and Sonia Coote 2/24/04 15,181 (7)
Robert and Ann Fyfe 3/3/04 5,069 (7)
Michael Yokoyama and Jaye Venuti 3/10/04 10,154 (7)
Kathleen Cullinan 3/24/04 5,092 (7)
Kapital Koncepts 3/26/04 10,189 (7)
Diana Gayle Smith 2/9/04 12,000 (10)
David C. Levosky 2/14/04 11,614 (7)
Hazen A. Sandwick 2/19/04 10,110 (7)
John G. Ariko, Jr. 2/19/04 15,165 (7)
Kimball Family Trust 3/1/04 10,134 (7)
Charles L. Bradley 3/25/04 20,373 (7)
Sina L. Leatha 3/25/04 20,373 (7)
Steve Womack 3/29/04 10,195 (7)
(1) These shares of common stock were issued for services at $0.11 per share
($75,000).
(2) These shares of common stock were issued for interest at $0.12 per share.
(3) These shares of common stock were issued for services at $0.12 per share.
(4) These shares of common stock were issued for cash at $0.12 per share.
(5) These shares of common stock were issued for cash at $0.20 per share.
(6) These shares of common stock were issued for conversion of preferred
stock which was issued for indentured trust debt ranging from $10,000
plus interest to $20,000 plus interest.
(7) These preferred shares were issued for the conversion of indentured trust
notes for amounts varying from $5,000 to $15,000, plus interest.
(8) These shares of common stock were issued for cash at $0.125 per share.
(9) These shares of common stock were issued for services at $.16 per share.
(10) These shares of preferred stock were issued for cash at $1.00 per share.
Holders.
--------
As of June 28, 2004, there were 24,919,752 shares of common stock
outstanding and approximately 450 stockholders of record.
Dividends.
----------
We have not paid any cash dividends since our inception and do not
anticipate or contemplate paying dividends in the foreseeable future. It is
the present intention of management to utilize all available funds for the
development of our business.
Securities Authorized For Issuance under Equity Compensation Plans.
-------------------------------------------------------------------
On April 28, 2004, we entered into a Consulting Agreement with Javan
Khazali, an independent consultant. This Consulting Agreement is for one year
and consists of compensation Mr. Khazali for services such as: marketing and
distribution strategies, structuring of transactions, vendor relations, and
business development activities. On May 21, 2004, which is subsequent to the
date of this Report, we filed an S-8 for 10,000,000 shares at $.35 under an
Equity Compensation Plan entitled "2004 Non-Qualified Stock Option Plan and
Non-Qualified Stock Option Agreement" with Javan Khazali."
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Results of Operation.
---------------------
Results and Comparison for Fiscal Years
Fiscal year ended March 31, 2004, resulted in a net loss of ($152,351).
This net loss is a decrease of $301,812, or 66%, from the net loss for
fiscal year 2003 of ($454,163). The Basic Loss per Share for fiscal year
2004 is ($0.01), as compared to a loss per share of ($0.03) for fiscal year
2003. Details of changes in revenues and expenses can be found below.
Revenues
Revenues of $1,830,861 for fiscal year 2004 were down from revenues of
$1,857,491 for fiscal year 2003 by $26,630, or 0.1%. In the fourth quarter of
fiscal year 2004, we changed our policy to give our customers more choice in
their lab materials. Under the new policy, our customers can choose where to
purchase their lab materials (e.g. LEGO (Registered) manipulatives) and they
simply purchase the PCS curriculum, customized furniture unit, and site
license materials from PCS. There is no effect on our gross profit as our
revenues are reduced by same amount as our cost of goods sold.
Revenues for our fourth quarter of this fiscal year were 70% higher than
revenues for the same period during last fiscal year, $449,747 and $265,277,
respectively. This increase in revenues, while slightly offset by our change
in policy, is due to increased marketing efforts.
We believe that with the addition of several new independent sales
agency groups, which signed on to represent our products in the first quarter
of fiscal year 2005, we will achieve better market penetration and coverage
than we have the past few years. Our current in-house sales force will
continue to sell direct in the 20 or so states that we do not currently have
representation in and will act as Regional Managers in support of the new rep
organizations in those states where we are now represented.
Cost of Goods Sold/Cost of Sales
Cost of Goods Sold decreased $59,981, or 9%, from fiscal year 2003,
$648,201, to fiscal year 2004, $588,220. This decrease is primarily due to
our policy change, which removes the cost of goods component for our lab
materials. See the Revenue section above for further discussion.
Cost of goods for the fourth quarter of fiscal year 2004 increased by
$71,965, or 103%, from $70,163 in the fourth quarter of fiscal year 2003 to
$142,128 for the same period during this fiscal year. This increase is due to
the increase in sales as well as the transition to our new policy which
removes cost of goods sold for lab materials (i.e. some of the lab sales were
still under the previous policy and, therefore, cost of goods for lab
materials is included).
Operating Expenses
Operating expenses decreased by $270,846, or 19%, from fiscal year
2003, when operating expenses were $1,460,450 to fiscal year 2004 when
operating expenses were $1,237,604. This decrease is due cost containment
strategies, including maintenance of lower staffing levels and an overall
decrease in G&A expenses, including marketing and public relations.
Liquidity.
----------
As of the fiscal year ended March 31, 2004, we had $113,820 in Cash, with
total current assets of $619,422 and total current liabilities of $1,314,527.
We have a stockholders' deficit of ($643,930).
Item 7. Financial Statements.
---------------------
Consolidated Financial Statements for the years ended
March 31, 2004 and 2003
Independent Auditors Report
Consolidated Balance Sheet - March 31, 2004
Consolidated Statements of Operations for the
years ended March 31, 2004 and 2003
Consolidated Statements of Stockholders' Equity (Deficit)
Consolidated Statements of Cash Flows
for the Years Ended March 31, 2004 and 2003
Notes to Financial Statements
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Stockholders' Equity (Deficit). . . . . . . . 7
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . 16
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . 18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
PCS Edventures!.COM, Inc., and Subsidiary
Boise, Idaho
We have audited the consolidated balance sheet of PCS Edventures!.COM, Inc.,
and Subsidiary (the "Company") as of March 31, 2004, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended March 31, 2004 and 2003. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provided a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of PCS Edventures!.COM, Inc., and Subsidiary as of March 31, 2004 and the
results of their operations and their cash flows for the years ended March 31,
2004 and 2003, in conformity with generally accepted accounting principles in
the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to
the consolidated financial statements, the Company has suffered recurring
losses from operations and has a working capital deficit that raises
substantial doubt about their ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 9 to
the consolidated financial statements. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
June 25, 2004
F-3
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Balance Sheet
ASSETS
March 31,
2004
CURRENT ASSETS
Cash $ 113,820
Accounts receivable 449,518
Prepaid expenses 6,084
Note receivable (Note 12) 50,000
Deferred costs (Note 2) -
Debt extension costs, net (Note 2) -
---------
Total Current Assets 619,422
---------
FIXED ASSETS, NET (Note 3) -
---------
OTHER ASSETS
Deposit on distribution rights (Note 13) 45,000
Deposits 6,175
---------
Total Other Assets 51,175
---------
TOTAL ASSETS $ 670,597
=========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
March 31,
2004
CURRENT LIABILITIES
Accounts payable $ 55,665
Wages payable 38,436
Payroll taxes payable 182,949
Accrued interest 60,563
Accrued expenses (Note 14) 256,818
Unearned revenue (Note 2) 204,404
Notes payable - related parties (Note 5) 165,882
Notes payable (Note 6) 349,810
-----------
Total Current Liabilities 1,314,527
-----------
Total Liabilities 1,314,527
-----------
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, no par value, authorized 10,000,000
shares, 82,850 shares issued and outstanding (Note 4) 120,473
Common stock, no par value, authorized 40,000,000
shares; 24,132,910 shares issued and outstanding 23,023,323
Expenses prepaid with common stock (Note 4) (67,292)
Accumulated deficit (23,720,434)
------------
Total Stockholders' Equity (Deficit) (643,930)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 670,597
============
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Operations
For the Years Ended
March 31,
2004 2003
REVENUES
Lab Revenue $1,661,838 $1,691,325
License Revenue 156,164 151,254
Subscription Revenue 12,859 14,912
---------- ----------
Total Revenues $1,830,861 $1,857,491
---------- ----------
COST OF GOODS SOLD 588,220 648,201
---------- ----------
GROSS PROFIT 1,242,641 1,209,290
---------- ----------
OPERATING EXPENSES
Salaries and wages 463,918 597,617
Depreciation expense 25,447 57,632
General and administrative 700,239 805,201
---------- ----------
Total Operating Expenses 1,189,604 1,460,450
---------- ----------
OPERATING INCOME (LOSS) 53,037 (251,160)
OTHER INCOME AND EXPENSES
Interest expense (214,804) (219,194)
Interest income 18 63
Other income 4,398 -
Gain on settlement of debt (Note 7) 5,000 16,128
---------- ----------
Total Other Income and Expenses (205,388) (203,003)
---------- ----------
NET LOSS $ (152,351) $ (454,163)
========== ==========
BASIC LOSS PER SHARE (Note 2) $ (0.01) $ (0.03)
========== ==========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 19,447,429 15,284,032
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
Common Shares Preferred Shares
----------------------- --------------------
Shares Amount Shares Amount
---------- ----------- --------- ----------
Balance, March 31, 2002 13,261,522 $21,596,003 - $ -
Common stock issued for
conversion of accounts
payable at $0.08 per share 50,000 4,250 - -
Common stock issued for
conversion of accounts
payable at $0.30 per share 15,000 4,500 - -
Common stock issued for
conversion of accounts
payable at $0.07 per share 248,417 17,389 - -
Common stock issued for
prepaid services at $0.05
per share 515,000 27,500 - -
Common stock issued for
prepaid services at $0.07
per share 100,000 7,000 - -
Common stock issued for
services at $0.07 per share 157,500 11,025 - -
Cancelled common stock
previously issued for
services that had not been
performed (20,000) - - -
Common stock issued for
conversion of debt at $0.13
per share 204,000 27,541 - -
Common stock issued for
conversion of warrants at
$0.01 per share 9,808 98 - -
Common stock issued for
services at $0.16 per share 100,800 16,128 - -
---------- ----------- --------- ------------
Balance Forward 14,642,047 $21,711,434 - $ -
---------- ----------- --------- ------------
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
------------------ ----------- ------------
Balance, March 31, 2002 $ - $ (27,344)$(23,076,297)
Common stock issued for
conversion of accounts
payable at $0.08 per share - - -
Common stock issued for
conversion of accounts
payable at $0.30 per share - - -
Common stock issued for
conversion of accounts
payable at $0.07 per share - - -
Common stock issued for
prepaid services at $0.05
per share - (27,500) -
Common stock issued for
prepaid services at $0.07
per share - (7,000) -
Common stock issued for
services at $0.07 per share - - -
Cancelled common stock
previously issued for
services that had not been
performed - - -
Common stock issued for
conversion of debt at $0.13
per share - - -
Common stock issued for
conversion of warrants at
$0.01 per share - - -
Common stock issued for
services at $0.16 per share - - -
----------- --------- ------------
Balance Forward $ - $ (61,844)$(23,076,297)
----------- --------- ------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Common Shares Preferred Shares
----------------------- ---------------------
Shares Amount Shares Amount
---------- ----------- -------- ------------
Balance Forward 14,642,047 $21,711,434 - $ -
Common stock issued for
conversion of warrants at
$0.01 per share 10,500 105 - -
Common stock issued for
extension of debt, valued
at an average of $0.17 per
share 233,250 41,353 - -
Common stock issued for
services at $0.16 per share 78,125 12,500 - -
Common stock issued for
conversion of warrants at $0.01
per share 13,055 131 - -
Common stock issued for
conversion of warrants at
$0.01 per share 10,500 105 - -
Common stock issued for
prepaid services at $0.17
Per share 304,500 51,765 - -
Common stock issued for
conversion of accounts payable
at $0.07 per share 181,289 11,888 - -
Options issued to Directors for
accrued Director's fees - 45,000 - -
Common stock issued for
services at $0.095 per share 90,000 8,550 - -
Common stock issued for
services at $0.095 per share 153,125 14,547 - -
---------- ----------- --------- ------------
Balance Forward 15,716,391 $21,897,378 - $ -
========== =========== ========= ============
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ---------- ------------
Balance Forward $ - $ (61,844)$(23,076,297)
Common stock issued for
conversion of warrants at
$0.01 per share - - -
Common stock issued for
extension of debt, valued
at an average of $0.17 per
share - - -
Common stock issued for
services at $0.16 per share - - -
Common stock issued for
conversion of warrants at $0.01
per share - - -
Common stock issued for
conversion of warrants at
$0.01 per share - - -
Common stock issued for
prepaid services at $0.17
Per share - (51,765) -
Common stock issued for
conversion of accounts payable
at $0.07 per share - - -
Options issued to Directors for
accrued Director's fees - - -
Common stock issued for
services at $0.095 per share - - -
Common stock issued for
services at $0.095 per share - - -
----------- --------- ------------
Balance Forward $ - $(113,609)$(23,076,297)
----------- --------- ------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Common Shares Preferred Shares
--------------------- ----------------------
Shares Amount Shares Amount
--------- ---------- ----------- ----------
Balance Forward 15,716,391 $21,897,378 - $ -
Common stock issued for
services at $0.095 per share 130,000 12,350 - -
Common stock issued for
conversion of debt at $0.10
per share 1,290,000 129,000 - -
Common stock issued for
cash at $0.10 per share 670,000 67,000 - -
Common stock issued for
conversion of warrants at
$0.01 per share 25,910 259 - -
Amortization of deferred
consulting expense - - - -
Net loss for the year ended
March 31, 2003 - - - -
---------- ----------- --------- ------------
Balance, March 31, 2003 17,832,301 21,105,987 - -
---------- ----------- --------- ------------
Common stock issued for
extinguishment of debt and
interest at $0.09 per share 35,000 3,150 - -
Options issued to directors for
accrued director's fees (Note 11) - 17,857 - -
Contribution of capital (Note 11) - 27,143 - -
Common Stock issued for
conversion of accounts payable
at $0.09 per share 11,111 1,000 - -
---------- ----------- --------- ------------
Balance Forward 17,878,412 $21,155,137 - $ -
========== =========== ========= ============
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ---------- -----------
Balance Forward $ - $(113,609)$(23,076,297)
Common stock issued for
services at $0.095 per share - - -
Common stock issued for
conversion of debt at $0.10
per share - - -
Common stock issued for
cash at $0.10 per share - - -
Common stock issued for
conversion of warrants at
$0.01 per share - - -
Amortization of deferred
consulting expense - 113,609 -
Net loss for the year ended
March 31, 2003 - - (454,163)
----------- --------- ------------
Balance, March 31, 2003 - - (23,530,460)
----------- --------- ------------
Common stock issued for
extinguishment of debt and
interest at $0.09 per share - - -
Options issued to directors for
accrued director's fees (Note 11) - - -
Contribution of capital (Note 11) - - -
Common Stock issued for
conversion of accounts payable
at $0.09 per share - - -
----------- --------- ------------
Balance Forward $ - $ - $(23,530,460)
----------- --------- ------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Common Shares Preferred Shares
------------------------- ----------------------
Shares Amount Shares Amount
---------- ------------ --------- -----------
Balance Forward 17,878,412 $22,137,280 - $ -
Common stock issued to
related party for
conversion of accrued
interest at $0.10 per
share 202,234 20,223 - -
Common stock issued for
the conversion of
warrants at $0.01 per
share 19,050 191 - -
Repriced options granted
below market value - 6,000 - -
Options granted below
market value - 8,250 - -
Preferred stock issued
for conversion of debt
at $1.00 per share - - 5,000 5,000
Preferred stock issued
for cash at $1.00 per
share - - 5,000 5,000
Discount on preferred
stock - - - 2,500
Common stock issued for
extension of debt at
$0.10 per share 57,600 5,760 - -
Common stock issued for
conversion of
debt at $0.10 per share 150,000 15,000 - -
Common stock issued for
cash at $0.01 per share 150,000 15,000 - -
----------- ------------- --------- -----------
Balance forward 18,457,296 $ 22,225,561 10,000 $ 12,500
----------- ------------- --------- -----------
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ---------- -----------
Balance forward $ - $ - $(23,530,460)
Common stock issued to
related party for
conversion of accrued
interest at $0.10 per - - -
Common stock issued for
the conversion of
warrants at $0.01 per
share - - -
Repriced options granted
below market value - - -
Options granted below
market value - - -
Preferred stock issued
for conversion of debt
at $1.00 per share - - -
Preferred stock issued
for cash at $1.00 per
share - - -
Discount on preferred
stock - - (2,500)
Common stock issued for
extension of debt at
$0.10 per share - - -
Common stock issued for
conversion of
debt at $0.10 per share - - -
Common stock issued for
cash at $0.01 per share - - -
----------- --------- -----------
Balance forward $ - $ $(23,532,960)
----------- --------- -----------
The accompanying notes are an integral part of these consolidated financial
statements.
F-10
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
Common Shares Preferred Shares
-------------------------- ----------------------
Shares Amount Shares Amount
---------- ------------- -------- -----------
Balance forward 18,457,296 $ 22,225,561 10,000 $ 12,500
Common stock issued for
the conversion of
warrants at $0.01 per
share 6,000 60 - -
Common stock issued for
cash at $0.10 per share 550,000 55,000 - -
Revaluation of repriced
and outstanding options - (500) - -
Common stock issued for
cash at $0.10 per share 200,000 20,000 - -
Common stock issued for
the conversion of
warrants at $0.01 per
share 6,000 60 - -
Common stock issued for
cash at $0.10 per share 250,000 25,000 - -
Common stock issued for
cash at $0.10 per share 200,000 20,000 - -
Common stock issued for
the conversion of warrants
at $0.01 per share 3,000 30 - -
Common stock issued for
cash at $0.10 per share 200,000 20,000 - -
Common stock issued for
cash at $0.12 per share 200,000 24,000 - -
------------ ------------- ---------- ------------
Balance forward 20,072,296 $ 22,389,211 10,000 $ 12,500
============ ============= ========== ============
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ------------ ------------
Balance forward $ - $ - $(23,532,960)
Common stock issued for
cash at $0.10 per share - - -
Common stock issued for
the conversion of
warrants at $0.01 per
share - - -
Common stock issued for
cash at $0.10 per share - - -
Common stock issued for
cash at $0.10 per share - - -
Common stock issued for
the conversion of warrants
at $0.01 per share - - -
Common stock issued for
cash at $0.10 per share - - -
Common stock issued for
cash at $0.12 per share - - -
---------- ---------- ------------
Balance forward $ - $ - $(23,532,960)
========== ========== ============
F-11
The accompanying notes are an integral part of these consolidated financial
statements.
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
Common Shares Preferred Shares
-------------------------- -----------------------
Shares Amount Shares Amount
---------- ------------- --------- -----------
Balance forward 20,072,296 $ 22,389,211 10,000 $ 12,500
Common stock issued for
cash at $.012 per share 200,000 24,000 - -
Common stock issued for
services and prepaid
services at $0.12 680,000 85,000 - -
Common stock issued for
accrued interest at $0.12 103,207 12,385 - -
Common stock issued for
accrued legal fees at $.012 106,384 12,766 - -
Common stock issued for cash
at $0.12 per share 100,000 12,000 - -
Common stock issued for cash
at $0.12 per share 75,000 15,000 - -
Preferred stock issued for
cash at $1.00 per share - - 12,000 12,000
Discount on preferred stock - - - 3,000
Common stock issued for cash
at $0.20 per share 50,000 10,000 - -
Common stock issued for cash
at $0.20 per share 50,000 10,000 - -
---------- ----------- --------- ------------
Balance forward 21,436,887 $22,570,362 22,000 $ 27,500
---------- ----------- --------- ------------
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ---------- ------------
Balance forward $ - $ - $(23,532,960)
Common stock issued for
cash at $.012 per share - - -
Common stock issued for
services and prepaid
services at $0.12 (67,292) - -
Common stock issued for
accrued interest at $0.12 - - -
Common stock issued for
accrued legal fees at $.012 - - -
Common stock issued for cash
at $0.12 per share - - -
Common stock issued for cash
at $0.12 per share - - -
Preferred stock issued for
cash at $1.00 per share - - -
Discount on preferred stock - - (3,000)
Common stock issued for cash
at $0.20 per share - - -
Common stock issued for cash
at $0.20 per share - - -
----------- --------- ------------
Balance forward $ (67,292) $ - $(23,535,960)
----------- --------- ------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-12
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
Common Shares Preferred Shares
-------------------------- ----------------------
Shares Amount Shares Amount
----------- ----------- -------- ------------
Balance forward 21,436,887 $22,570,362 22,000 $ 27,500
Preferred stock issued
for conversion of debt
at $1.00 per share - - 11,614 11,613
Discount on preferred stock - - - 2,903
Common stock issued for
conversion of preferred at
$0.20 per share 58,070 11,613 (11,614) (11,613)
Preferred stock issued for
conversion of debt at $1.00
per share - - 15,165 15,165
Discount on preferred stock - - - 3,791
Preferred stock issued
for conversion of debt
at $1.00 per share - - 25,274 25,274
Discount on preferred stock - - - (2,527)
Common stock issued for
conversion of preferred at
$0.20 per share 126,375 25,274 (25,275) (25,274)
Common stock issued for cash
at $0.12 per share 166,667 20,000 - -
Preferred stock issued for
conversion of debt at $1.00
per share - - 15,181 15,181
Discount on preferred stock - - - 3,795
Common stock issued for cash
at $.125 per share 400,000 50,000 - -
Preferred stock issued
for conversion of debt
at $1.00 per share - - 10,134 10,134
Common stock issued for
conversion of preferred at
$0.20 per share 50,670 10,134 (10,134) (10,134)
Preferred stock issued for
conversion of debt at $1.00
per share - - 5,069 5,069
Discount on preferred stock - - - 1,267
---------- ----------- --------- ------------
Balance forward 22,238,669 $22,687,383 57,415 $ 77,198
---------- ----------- --------- ------------
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ----------- ------------
Balance forward $ (67,292) $ - $(23,535,960)
Preferred stock issued
for conversion of debt
at $1.00 per share - - -
Discount on preferred stock - - (2,903)
Common stock issued for
conversion of preferred at
$0.20 per share - - -
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (3,791)
Preferred stock issued
for conversion of debt
at $1.00 per share - - -
Discount on preferred stock - - (2,527)
Common stock issued for
conversion of preferred at
$0.20 per share - - -
Common stock issued for cash
at $0.12 per share - - -
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (3,795)
Common stock issued for cash
at $0.125 per share - - -
Preferred stock issued
for conversion of debt
at $1.00 per share - - -
Common stock issued for
conversion of preferred at
$0.20 per share - - -
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (1,267)
----------- --------- ------------
Balance forward $ (67,292) $ - $(23,550,243)
----------- --------- ------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-13
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
Common Shares Preferred Shares
-------------------------- ----------------------
Shares Amount Shares Amount
----------- ----------- -------- ------------
Balance forward 22,238,669 $22,687,383 57,415 $ 77,198
Common stock issued for
cash at $0.20 per share 125,000 25,000 - -
Common stock issued for
cash at $.016 per share 1,562,500 250,000 - -
Preferred stock issued for
conversion of debt at $1.00
per share - - 10,154 10,154
Discount on preferred stock - - - 2,538
Preferred stock issued for
conversion of debt at $1.00
per share - - 5,092 5,092
Discount on preferred stock - - - 1,273
Common stock issued for cash
at $0.20 per share 50,000 10,000 - -
Preferred stock issued for
conversion of debt at $1.00
per share - - 40,745 40,745
Discount on preferred stock - - - 8,149
Common stock issued for
conversion of preferred at
$0.25 per share 203,730 40,745 (40,746) (40,745)
Preferred stock issued for
conversion of debt at $1.00
per share - - 10,189 10,189
Discount on preferred stock - - - 2,547
Preferred stock issued for
conversion of debt at $1.00
per share - - 10,195 10,195
Discount on preferred stock - - - 2,039
Common stock issued for
conversion of debt at $0.25
per share 50,975 10,195 (10,195) (10,195)
---------- ----------- --------- ------------
Balance forward 24,230,874 $23,023,323 82,850 $ 119,179
---------- ----------- --------- ------------
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ---------- ------------
Balance forward $ (67,292) $ - $(23,550,243)
Common stock issued for
cash at $0.20 per share - - -
Common stock issued for
cash at $.016 per share - - -
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (2,538)
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (1,273)
Common stock issued for cash
at $0.20 per share - - -
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (8,149)
Common stock issued for
conversion of preferred at
$0.25 per share - - -
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (2,547)
Preferred stock issued for
conversion of debt at $1.00
per share - - -
Discount on preferred stock - - (2,039)
Common stock issued for
conversion of debt at $0.25
per share - - -
----------- --------- ------------
Balance forward $ (67,292) $ - $(23,566,789)
----------- --------- ------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-14
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
Common Shares Preferred Shares
-------------------------- ---------------------
Shares Amount Shares Amount
---------- ----------- ------- ------------
Balance forward 24,230,874 $23,023,323 82,850 $ 119,179
Pro-rata cumulative non-cash
preferred stock dividend - - - 1,294
Net loss for the year
ended March 31, 2004 - - - -
---------- ----------- --------- ------------
Balance, March 31, 2004 24,230,874 $23,023,323 82,850 $ 120,473
========== =========== ========= ============
[CONTINUED]
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Expenses Prepaid Consulting Accumulated
with common stock Fees Deficit
----------------- ---------- -----------
Balance forward $ (67,292) $ - $(23,566,789)
Pro-rata cumulative non-cash
preferred stock dividend - - (1,294)
Net loss for the year
ended March 31, 2004 - - (152,351)
------------ --------- ------------
Balance, March 31, 2004 $ (67,292) $ - $(23,720,434)
============ ========= ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-15
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Years Ended
March 31,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (152,351) $ (454,163)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 25,447 57,632
Non-cash debt default additions 52,625 -
Amortization of debt offering and extension costs 5,460 24,654
Amortization of debt discount - 58,195
Amortization of expenses prepaid with common
stock - 113,609
Common stock issued for services 30,474 75,100
Intrinsic value of stock options issued for
services 14,250 -
Gain on settlement of debt (5,000) (16,128)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (104,185) 9,671
(Increase) decrease in prepaid expenses 97,578 (103,662)
(Increase) decrease in inventories 2,073 (2,073)
(Increase) decrease in deposits (5,750) 6,575
Increase in accounts payable and
accrued liabilities 25,096 81,916
Increase in interest payable - 11,652
(Decrease) in unearned revenue (178,085) (14,526)
--------- ----------
Net Cash Used by Operating Activities (192,368) (151,548)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of notes receivable (50,000) -
Deposit on distribution rights (45,000) -
--------- ----------
Net Cash Used by Investing Activities (95,000) -
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in cash overdraft (8,053) (36,669)
Proceeds from related party notes - 27,000
Payments to related party notes - (20,000)
Proceeds from notes payable 450,898 680,866
Payments on notes payable (675,447) (546,263)
Debt offering and extension costs - (52,034)
Proceeds from sales of preferred stock 17,000 -
Proceeds from sales of common stock 605,341 109,051
--------- ----------
Net Cash Provided by Financing Activities 389,739 161,951
--------- ----------
INCREASE IN CASH 102,371 10,403
CASH AT BEGINNING OF YEAR 11,449 1,046
--------- ----------
CASH AT END OF YEAR $ 113,820 $ 11,449
========= ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-16
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Continued)
For the Years Ended
March 31,
2004 2003
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for services $ 30,474 $ 75,100
Common stock issued for conversion of notes
payable and interest $ 53,370 $ 156,541
Common stock issued for conversion of accounts
payable $ 4,000 $ 38,027
Common stock issued for conversion of preferred
stock $ 97,961 $ -
Options issued to directors for accrued
directors fees $ 45,000 $ 45,000
Preferred stock issued as consideration for
notes payable $ 166,124 $ -
Cash Paid For:
Interest $ 115,975 $ 97,057
Income taxes $ - $ -
The accompanying notes are an integral part of these consolidated financial
statements.
F-17
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The consolidated financial statements presented are those of PCS
Edventures!.COM, Inc., an Idaho Corporation, and its wholly-owned subsidiary,
PCS Schools, Inc., an Idaho corporation (collectively, "the Company").
On August 3, 1994, PCS Edventures!.COM, Inc., was incorporated under the laws
of Idaho to engage in web-based and site-licensable educational products.
In October 1994, an agreement was authorized allowing the Company to exchange,
on a one-for-one basis, common stock for stock of PCS Schools, Inc. As a
result of this agreement, PCS Schools, Inc., became a wholly-owned subsidiary
of the Company.
On March 27, 2000, the Company changed its name from PCS Education Systems,
Inc. to PCS Edventures!.COM, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company has elected a March 31 year end.
b. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
b. Revenue Recognition
The Company recognizes revenues as required by Staff Accounting Bulletin No.
101 "Revenue Recognition in Financial Statements".
Lab Revenue
The Company recognizes revenues relating to sales of the Academy of
Engineering (AOE) and Edventures! labs as they are delivered to the customers.
Binding purchase orders, typically from school districts, are recorded upon
receipt as accounts receivable, with an offsetting amount recorded as unearned
revenue. Revenue is only recognized once the product has been delivered to the
customer and all other obligations have been met. All product inventory is
purchased on a sale-by-sale basis, and is shipped directly from third-
party suppliers to the end
F-18
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
b. Revenue Recognition (Continued)
Lab Revenue (Continued)
customer. Accordingly, all costs associated with the purchase of product
inventory are also deferred until the product is delivered. As of March 31,
2004, the Company has recorded unearned revenues and deferred costs of
$204,404 and $0, respectively.
Licensing Revenue
The Company recognizes revenues relating to the AOE lab and the Edventures!
lab site licenses over the 1-year term of the license beginning when the
physical lab equipment and the license has been delivered. Subsequent sales
of AOE or Edventures! lab licenses are recorded on the sale of the license and
recognized over a 1 year time period to revenue. Each lab license is for a
period of 1 year from the date of the renewal.
Subscription Revenue
The Company recognizes revenues relating to the subscriptions sold to their
edventures.com website on a monthly basis. Revenues relating to other
activities such as education services delivered are recognized when the
services are rendered. If a customer decides to discontinue the use of the
products, the customer must return all of the information received except for
the physical lab equipment. Additionally, the customer will not have access
to the license when the contract is terminated. The Company does not have an
obligation to refund any portion of the proceeds received for either the sale
of the AOE lab license or the subsequent renewals of the licenses.
d. Principles of Consolidation
The accompanying consolidated financial statements consolidate the accounts of
the parent company and its wholly-owned subsidiary. All significant inter-
company accounts and transactions have been eliminated in consolidation.
e. Provision for Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely that not that some portion or all of the
deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
F-19
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Income Taxes (Continued)
Net deferred tax assets consist of the following components as of March 31,
2004, and 2003:
2004 2003
Deferred tax assets:
NOL Carryover $ 2,981,523 $3,012,800
Deferred tax liabilities: - -
Valuation allowance (2,981,523) (3,012,800)
----------- -----------
Net deferred tax asset $ - $ -
=========== ===========
The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 39% to pretax income from
continuing operations for the years ended March 31, 2004 and 2003 due to the
following:
2004 2003
Book loss $(59,420) $(177,124)
Stock for services/options expense 19,233 73,596
Penalties 27,365 10,716
Other (673) 12,797
NOL utilization 13,495 -
Valuation allowance - 80,015
-------- ---------
$ - $ -
======== =========
At March 31, 2004, the Company had net operating loss carryforwards of
approximately $7,600,000 that may be offset against future taxable income from
the year 2004 through 2024. No tax benefit has been reported in the March 31,
2004 consolidated financial statements since the potential tax benefit is
offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.
F-20
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Debt Offering Costs
Debt offering costs are related to private placements in 2001, and have been
amortized on a straight line basis over the term of the related debt.
Amortization expense related to these costs was $11,622 in 2003 and were fully
amortized as of March 31, 2003.
g. Debt Extension Costs
As the 2001 private placement units came due, the Company entered into debt
extension agreements with most of the individual debt holders. Per the terms
of the extension agreements, each unit, of $1,000 each, would be extended for
one year in exchange for 500 shares of common stock. In total, 233,250 shares
of common stock, valued at $41,353, were issued to extend $491,500 of debt.
The Company also incurred administrative fees of $9,830 related to the
extensions. The combined value of the common stock and administrative fees
has been capitalized and amortized over the term of the one-year extensions.
During the year ended March 31, 2004 and 2003, the Company amortized $5,460
and $46,573, respectively. These costs are fully amortized as of March 31,
2004.
h. Basic Loss Per Share
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements. Diluted loss per share is equal to basic loss per share
as the result of the antidilutive nature of the stock equivalents. The
Company has excluded 4,497,867 potential common stock equivalents from the
calculation of basic loss per share.
For the Years Ended
March 31,
2004 2003
Basic loss per share from operations:
Numerator - loss $(152,351) $(454,163)
Denominator - weighted average number
of shares outstanding 19,447,429 15,284,032
---------- ----------
Loss per share $ (0.01)$ (0.03)
F-21
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Newly Issued Accounting Pronouncements
During the year ended March 31, 2004, the Company adopted the following
accounting pronouncements:
SFAS No. 149 -- In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities" which is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. This statement amends
and clarifies financial accounting for derivative instruments embedded in
other contracts (collectively referred to as derivatives) and hedging
activities under SFAS 133. The adoption of SFAS No. 149 did not have a
material effect on the financial statements of the Company.
SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" which is effective for financial instruments entered into or modified
after May 31, 2003, and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. This Statement establishes
standards for how an issuer classifies and measures in its statement of
financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 did not have a material effect on the
financial statements of the Company.
FASB Interpretation No. 46 -- In January 2003, the FASB issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies
immediately to variable interest entities created after January 31, 2003. It
applies in the first fiscal year or interim period beginning after June 15,
2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN 46 did
not have a material impact on the Company's financial statements.
F-22
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Newly Issued Accounting Pronouncements (Continued)
During the year ended March 31, 2004, the Company adopted the following
Emerging Issues Task Force Consensuses: EITF Issue No. 00-21 "Revenue
Arrangements with Multiple Deliverables", EITF Issue No. 01 8 " Determining
Whether an Arrangement Contains a Lease", EITF Issue No. 02-3 "Issues Related
to Accounting for Contracts Involved in Energy Trading and Risk Management
Activities", EITF Issue No. 02-9 "Accounting by a Reseller for Certain
Consideration Received from a Vendor", EITF Issue No. 02-17, "Recognition of
Customer Relationship Intangible Assets Acquired in a Business Combination",
EITF Issue No. 02-18 "Accounting for Subsequent Investments in an Investee
after Suspension of Equity Method Loss Recognition", EITF Issue No. 03-1, "The
Meaning of Other Than Temporary and its Application to Certain Instruments",
EITF Issue No. 03-5, "Applicability of AICPA Statement of Position 9702,
'Software Revenue Recognition' to Non-Software Deliverables in an Arrangement
Containing More Than Incidental Software", EITF Issue No. 03-7, "Accounting
for the Settlement of the Equity Settled Portion of a Convertible Debt
Instrument That Permits or Requires the Conversion Spread to be Settled in
Stock", EITF Issue No. 03-10, "Application of EITF Issue No. 02-16 by
Resellers to Sales Incentives Offered to Consumers by Manufacturers.
j. Stock Options
As permitted by FASB Statement 148 "Accounting for Stock Based Compensation
Transition and Disclosure" (SFAS No. 148), the Company elected to measure and
record compensation cost relative to employee stock option costs in accordance
with Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock
Issued to Employees", and related interpretations and make proforma
disclosures of net income and earnings per share as if the fair value method
of valuing stock options granted to employees when the option price is less
that the market price of the underlying common stock on the date of grant.
k. Property and Equipment
Property and equipment are recorded at cost and being depreciated for
financial accounting purposes on the straight-line method over their
respective estimated useful lives ranging from five to seven years. Upon
retirement or other disposition of these assets, the cost and related
accumulated depreciation are removed from the accounts and the resulting gains
or losses are reflected in the results of operations.
Expenditures for maintenance and repairs are charged to operations. Renewals
and betterments are capitalized. Depreciation of leased equipment under
capital leases is included in depreciation.
F-23
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 3 - FIXED ASSETS
Assets and depreciation for the period are as follows:
March 31,
2004
Computer equipment $ 343,093
Office equipment 54,638
Education assets and software 278,885
Accumulated depreciation (676,616)
-------------
Total Fixed Assets $ -
=============
Depreciation expense for the years ended March 31, 2004 and 2003 was $25,447
and $57,632, respectively.
NOTE 4 - COMMON AND PREFERRED STOCK TRANSACTIONS
a. Common Stock
During the year ended March 31, 2003, the Company received $698 in exchange
for the conversion of 69,773 warrants into an equivalent number of common
stock at $0.01 per share.
During the year ended March 31, 2003, the Company issued 233,250 shares of
common stock in exchange for one-year extension agreements related to the 2001
private placement. The share were valued at an average of $0.17 per share.
During the year ended March 31, 2003, the Company sold 670,000 shares of
common stock for $0.10 per share.
During the year ended March 31, 2003, the Company issued 494,706 shares of
common stock in exchange for accounts payable valued at $38,027.
During the year ended March 31, 2003, the Company issued 1,494,000 shares of
common stock in exchange for notes payable valued at $156,541.
During the year ended March 31, 2003, the Company issued 1,629,050 shares of
common stock in exchange for services valued at $161,365.
During the year ended March 31, 2004, the Company received $341 in exchange
for the conversion of 34,050 in warrants at $0.01 per share.
During the year ended March 31, 2004, the Company issued 57,600 shares of
common stock in exchange for a one-year extension agreement related to the
2001 private placement. The shares were valued at $0.10 per share, or $5,760.
During the year ended March 31, 2004, the Company sold 4,529,167 shares of
common stock for cash of $653,000, or an average price of $0.12 per share.
F-24
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 4 - COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)
a. Common Stock (Continued)
During the year ended March 31, 2004, the Company issued 46,111 shares of
common stock in exchange for accounts payable valued at $4,150, or an average
of $0.09 per share.
During the year ended March 31, 2004, the Company issued 150,000 shares of
common stock for conversion of $15,000 in notes payable or $0.10 per share.
During the year ended March 31, 2004, the Company issued 786,384 shares of
common stock in exchange for services valued at $30,474, or an average of
$0.04 per share.
During the year ended March 31, 2004, the Company issued 305,441 shares of
common stock for accrued interest payable to a related party in the amount of
$34,220, or an average of $0.11 per share.
During the year ended March 31, 2004, the Company issued 489,820 shares of
common stock for the conversion of 97,964 shares of preferred stock at $0.20
per share.
b. Preferred Stock
On September 4, 2003, the Company amended its articles of incorporation to
establish a preferred class of stock. Under the amendment, 10,000,000 shares
of the preferred stock have been authorized. The preferred shares are
convertible into shares of common stock at a 20% discount and have a $0.25 cap
on the conversion price. The Company has reserved the option to convert the
shares into common stock at any point that the average trading price of the
Company's common stock for the previous 30 days exceeds to $0.50.
The Company recognized a total of $20,712 as beneficial conversion feature on
the issuance of preferred stock during 2004 as a result of the ability to
convert into common stock at a 20% discount. The beneficial conversion
feature has been charged directly to accumulated deficit.
The convertible preferred shares also include a cumulative 10% per annum non-
cash dividend, which at March 31, 2004 amounted to $1,294 and has been charged
directly to accumulated deficit.
During the year ended March 31, 2004, the Company sold 17,000 shares of
preferred stock for cash of $17,000, or $1.00 per share.
During the year ended March 31, 2004, the Company issued 163,814 shares of
preferred stock for conversion of $161,500 in notes payable and $2,310 in
accrued interest, or $1.00 per share.
F-25
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 5 - NOTES PAYABLE - RELATED PARTIES
Notes payable - related parties consisted of the following at March 31, 2004:
Notes payable to the President bearing interest
at 10% per annum, all unpaid principal and
interest due on demand $ 165,882
---------
Total Notes Payable Related Parties $ 165,882
=========
NOTE 6 - NOTES PAYABLE
Notes payable consisted of the following at March 31, 2004:
Notes payable related to private placement memorandum
bearing interest at 8.00% per annum, with payments due
April 6, 2002, through August 29, 2004, $141,500 past due $ 217,000
Notes payable to four unrelated individuals bearing interest
at 8.0% to 11.2% per annum, with payment due within
one year, unsecured 26,665
Line of credit with a bank bearing interest at 13.99%
per annum, unsecured 41,062
Line of credit with a bank bearing interest at 7.0%
per annum, past due, unsecured 26,549
Line of credit with a financing institution with varying
interest charges, due periodically (generally monthly),
secured by assets and specific receivables 38,534
---------
Total Notes Payable $ 349,810
=========
All notes payable are considered to be current.
NOTE 7 - GAIN ON SETTLEMENT OF DEBT
On June 18, 2002, the Company reached a settlement agreement with a financial
institution whereby the Company agreed to pay $20,000 in full satisfaction of
a $28,308 debt, which included principal and interest of $25,208 and $3,100,
respectively. The difference of $8,308 was recorded as a gain on settlement
of debt. The $20,000 obligation was paid-in-full as of March 31, 2003.
On March 3, 2003, the Company reached a settlement agreement with a company to
settle a $25,820 debt in exchange for a new promissory note for $18,000. The
promissory note does not accrue interest and is payable in monthly
installments of $750 until the balance is paid-in-full. The difference of
$7,820 was recorded as a gain on settlement of debt. The debt is now again in
default and has been classified as an accrued liability (See Note 14)
F-26
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 7 - GAIN ON SETTLEMENT OF DEBT (Continued)
During 2004, a $5,000 payable dating back over three years and in dispute, was
forgiven by the vendor.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Operating Lease Obligation
The Company leases its office under a non-cancelable lease agreement accounted
for as an operating lease. The lease expires in March 2008.
Minimum rental payments under the non-cancelable operating lease is as
follows:
Years ending
March 31, Amount
2005 $ 75,500
2006 81,500
2007 87,500
2008 85,250
2009 -
---------
Total $ 329,750
=========
Rent expense was $69,500 and $74,132 for the years ended March 31, 2004 and
2003, respectively.
Litigation
Warren Black v. PCS - On January 18, 2002, Warren Black, a former independent
contractor for the Company, filed a complaint against the Company alleging
breach of contract. Mr. Black sought the return of certain software products
that he claimed to have provided the Company during his employment, or their
monetary equivalent, which he claimed to be $15,000. The Company settled this
action in February 2003. Per the terms of the settlement agreement, the
Company agreed to issue Mr. Black a $6,000 note in full satisfaction of his
claim. The note payable was paid in four quarterly installments of $1,500
during 2004.
Key Bank v. PCS and Maher - On March 26, 2002, Key Bank, filed a complaint
against the Company seeking recovery of $25,208 and accrued interest alleged
to be owed by the Company on a promissory note executed by the Company and
guaranteed by Anthony A. Maher, the Company's President and CEO. The Company
settled this claim on June 18, 2003, in exchange for $20,000 in cash. As of
March 31, 2003, the settlement was paid-in-full and the difference of $8,308
was recorded as a gain on settlement of debt during 2003.
During March 2004, the Company received a notice of default from the attorneys
for Xerox Capital Services, LLC (Xerox), in which Xerox assets that the
Company is in default on two lease agreements and a promissory note in the
amount of $88,242.
F-27
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)
Litigation (Continued)
The Company does not dispute this amount, has included this balance in accrued
expenses (See Note 14) and is attempting to settle the debt.
NOTE 9 - GOING CONCERN
The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs. Additionally, the Company
has accumulated significant losses, has negative working capital, and a
deficit in stockholders' equity. All of these items raise substantial doubt
about its ability to continue as a going concern. Management's plans with
respect to alleviating the adverse financial conditions that caused you to
express substantial doubt about the Company's ability to continue as a going
concern are as follows:
During the fiscal year ending March 2004, the Company added depth to one of
its most popular product lines, the PCS Brick Lab, introducing the Brick Lab
Grade Series for Grades 1 2 with plans to introduce Grades 3 4 during
fiscal year 2005 and Grades 5 6 during fiscal year 2006. The Company has
also entered into a distribution agreement which will complement its
engineering curriculum and labs. In addition to widening and deepening its
product mix, the Company has also entered into agreements with independent
sales agency groups which the Company believes will provide better market
penetration and coverage. In addition, the Company intends to continue
offering its common stock to raise and additional capital necessary to cover
operating expenses and its cost containment strategy, not investing
significant amounts of capital to research and development.
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plan described in the preceding
paragraph and eventually attain profitable operations. The accompanying
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
NOTE 10 - DILUTIVE INSTRUMENTS
a. Stock Options
SFAS No. 148, requires the Company to provide pro forma information regarding
net loss and net loss per share as if compensation costs for the Company's
stock option plans and other stock awards had been determined in accordance
with the fair value based method prescribed in SFAS No. 148. The current year
pro forma net loss includes $13,722 of prior year option expense amortization.
The Company estimates the fair value of each stock award at the grant date by
using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants, respectively; dividend yield of zero
percent for all years; expected volatility of 84% to 163% percent for all
years; risk-free interest rates of 3% to 6%, and expected lives of 3 to 10
years.
For the Years Ended
March 31,
2004 2003
Net loss:
As reported $ (152,351) $ (454,163)
Pro Forma (272,508) (653,702)
Net loss per share:
As reported $ (0.01) $ (0.03)
Pro Forma (0.01) (0.04)
F-28
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 10 - DILUTIVE INSTRUMENTS (Continued)
a. Stock Options (Continued)
The Company has granted the following options as of March 31, 2004:
Date of Exercise Exercise Amount
Description Grant Number Price Exercised
1) Consultant 9-20-00 200,000 $ 0.50 0
2) Employees 9-01-00 25,000 $ 0.75 0
3) Director 01-05-01 25,000 $ 0.75 0
4) Employee 10-24-01 50,000 $ 0.30 0
5) Employee 12-01-01 24,230 $ 0.15 0
6) Board Members 12-10-01 1,000,000 $ 0.30 0
7) Board Members 06-03-02 1,000,000 $ 0.16 0
8) Employees 07-01-02 335,000 $ 0.16 0
9) Employee 07-15-02 15,000 $ 0.16 0
10) Employee 08-15-02 5,000 $ 0.16 0
11) Board Members 10-21-02 499,998 $ 0.09 0
12) Board Members 05-15-03 892,855 $ 0.07 0
13) Employee 05-20-03 100,000 $ 0.07 0
14) Employee 07-25-03 25,000 $ 0.10 0
15) Employee 09-05-03 150,000 $ 0.07 0
---------
4,347,083
=========
Risk-Free
Fair Interest Expected Expected
Description Value Rate Life Volatility
1) Consultant $ 0.42 6.15% 3.00 89.37%
2) Employees $ 0.52 6.21% 3.00 85.69%
3) Employees $ 0.52 6.21% 3.00 84.39%
4) Employees $ 0.19 3.76% 3.00 100.52%
5) Employee $ 0.14 3.76% 3.00 99.80%
6) Board Members $ 0.20 3.76% 10.00 99.80%
7) Board Members $ 0.15 5.69% 10.00 128.9%
8) Employee $ 0.14 5.48% 3.50 157.77%
9) Employee $ 0.14 2.84% 3.50 152.96%
10) Employee $ 0.14 2.84% 3.30 163.77%
11) Board Members $ 0.09 2.84% 10.00 158.83%
12) Board Members $ 0.09 3.94% 10.00 151.61%
13) Employee $ 0.06 3.94% 4.00 151.61%
14) Employee $ 0.12 2.81% 4.00 156.24%
15) Employee $ 0.11 2.81% 4.00 152.03%
F-29
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 10 - DILUTIVE INSTRUMENTS (Continued)
a. Stock Options (Continued)
On May 15, 2003, the Company authorized and issued 892,855 options to Board
Members as payment for accrued directors fees. These options vested
immediately and have an exercise price of $0.07 per share. The options were
determined to have a fair value of $0.09 per share using the Black-Scholes
valuation model. The intrinsic value of the shares of $0.02 per share, or
$17,857, was recorded as an offset to the accrued liability with the net
balance of 27,143 being applied to equity as contribution to captial. The
granting of these options resulted in a $61,545 increase in pro forma net loss
of the Company.
On May 20, 2003, the Company authorized and issued 100,000 options to an
employee. These options vest over three years and have an exercise price of
$0.07 per share. The options were determined to have a fair value of $0.06
per share using the Black-Scholes valuation model, there was no intrinsic
value expense associated with the issuance of these options. The granting of
these options resulted in a $5,725 increase in pro forma net loss of the
Company.
On July 15, 2003, the Company authorized and issued 200,000 and 50,000 options
to a director and an employee, respectively, as repriced options replacing
previously issued options cancelled immediately prior to the new issuance.
These options vest over three years and have an exercise price of $0.10 per
share. The options were initially determined to have an intrinsic value of
$0.02 per share and a fair value of $0.11 per share using the Black-Scholes
valuation model. As such, the Company recognized $5,000 of expense and a
$21,949 increase in pro-forma net loss. Based on the provisions of FIN 44:
Accounting for Certain Transactions Involving Stock Compensation, and APB
Opinion 25: Accounting for Stock Issued to Employees, these options are to be
accounted for as variable options and as such, were revalued as of September
30, 2003. As the intrinsic value of the options remained unchanged as of the
date of revaluation, there was no change to the recorded expense related to
the options. The Black-Scholes value of the shares decreased by $264, and as
such, the pro-forma effect of the options was reduced to $21,685. These
options were cancelled by the Company during December 2003.
On July 25, 2003, the Company authorized and issued 25,000 options to an
employee as repriced options replacing previously issued options cancelled
immediately prior to the new issuance. These options vest over three years
and have an exercise price of $0.10 per share. The options were initially
determined to have an intrinsic value of $0.03 per share and a fair value of
$0.12 per share using the Black-Scholes valuation model. As such, the Company
recognized $750 of current period expense and a $2,183 increase in pro-forma
net loss. Based on the provisions of FIN 44: Accounting for Certain
Transactions Involving Stock Compensation, and APB Opinion 25: Accounting for
Stock Issued to Employees, these options are to be accounted for as variable
options and as such, were revalued as of September 30, 2003. As a result of
the revaluation, there was a $250 decrease in the intrinsic value of the
options and a corresponding decrease in the recorded expense. The Black-
Scholes value of the shares decreased by $264, and as such, the pro-forma
effect of the options was reduced to $1,669. These options were cancelled by
the Company during December 2003.
F-30
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 10 -DILUTIVE INSTRUMENTS (Continued)
a. Stock Options (Continued)
On July 25, 2003, the Company authorized and issued 25,000 options to an
employee. These options vest over three years and have an exercise price of
$0.10 per share. The options were initially determined to have an intrinsic
value of $0.03 per share and a fair value of $0.12 per share using the Black-
Scholes valuation model. As such, the Company recognized $750 of current
period expense and a $2,183 increase in pro-forma net loss.
On September 1, 2003, the Company authorized and issued 50,000 options to an
employee as repriced options replacing previously issued options cancelled
immediately prior to the new issuance. These options vest over three years
and have an exercise price of $0.12 per share. The options were initially
determined to have an intrinsic value of $0.005 per share and a fair value of
$0.11 per share using the Black-Scholes valuation model. As such, the Company
recognized $250 of current period expense and a $5,019 increase in pro-forma
net loss. Based on the provisions of FIN 44: Accounting for Certain
Transactions Involving Stock Compensation, and APB Opinion 25: Accounting for
Stock Issued to Employees, these options are to be accounted for as variable
options and as such, were revalued as of September 30, 2003. As the intrinsic
value of the options remained unchanged as of the date of revaluation, there
was no change to the recorded expense related to the options. The Black-
Scholes value of the shares increased by $3, and as such, the pro-forma effect
of the options was increased to $4,772. These options were cancelled by the
Company during December 2003.
On September 5, 2003, the Company authorized and issued 150,000 options to an
employee. These options vest over three years and have an exercise price of
$0.07 per share. The options were determined to have an intrinsic value of
$0.05 per share and a fair value of $0.11 per share using the Black-Scholes
valuation model. As such, the Company recognized $7,500 of current period
expense and a $8,856 increase in pro-forma net loss.
b. Warrants
During the year ended March 31, 2002, the Company issued warrants allowing the
holders to purchase 263,607 shares of the Company's common stock. The
warrants were issued in conjunction with the private placement memorandum and
are exercisable at a price of $0.01 per share for two years. The fair value
of the warrants as determined by Black Scholes was $191,634 and was recorded
as debt discount. The discount was fully amortized as of March 31, 2003.
During the year ended March 31, 2003, 69,773 of these warrants were exercised
and converted into an equivalent number of common shares in exchange for $698
in cash.
During the year ended March 31, 2004, an additional 34,050 of these warrants
were exercised in exchange for $340 in cash.
F-31
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 11 -RELATED PARTY TRANSACTIONS
During the year ended March 31, 2003, three members of the Company's board of
directors acted as guarantors on a promissory note that provided the Company
$60,600 in financing. This note was paid in full during 2004.
During the year ended March 31, 2003, the Company repaid debt owed to
officers of the Company of $20,000.
During the year ended March 31, 2003, the Company borrowed $27,000 from the
President of the Company.
On October 21, 2002, the Company authorized and issued options to purchase
499,998 shares of common stock to Board Members as payment for accrued
directors fees totaling $45,000. These options vested immediately and have an
exercise price of $0.09 per share. This payment covered all directors fees
incurred for the year ended March 31, 2002. As of March 31, 2003, the Company
still owes these directors $45,000 for services rendered during the year ended
March 31, 2003.
On May 15, 2003, the Company authorized and issued options to purchase 892,855
shares of common stock to Board Members as payment of $45,000 in accrued
director fees. The intrinsic value of these options was $17,857, while the
difference, $27,143, was treated as contributed capital from extinguishment of
related party debt.
During 2004, the Company issued 305,441 shares of common stock to the
Company's President in payment of $32,608 in accrued interest. The stock was
valued at the market price of the stock on the dates of conversion, or an
average of $0.11 per share.
NOTE 12 - NOTE RECEIVABLE
During March 2004, the Company entered into a Letter of Intent to purchase a
company (Acquiree) which never came to fruition. As a result of this Letter
of Intent, the Company lent the Acquiree $50,000 under a short-term note. The
note was due upon demand and accrued interest at a rate of 1.5% per month.
During April 2004, the Company collected the entire principle and interest
amounts on this note.
NOTE 13 - DEPOSIT ON DISTRIBUTION RIGHTS
During February and March 2004, the Company lent a company (Borrower) a total
of $45,000 in the form of four notes. The notes are due May 6, 2004 and
accrue interest at a rate of 1.0% per month. The notes are intended to be
used as deposits on the acquisition of distribution rights held by Borrow of
certain educational materials in the United States and Canada. As the formal
assignment of these rights has not occurred, the notes are being shown as
other non-current assets at March 31, 2004.
F-32
PCS EDVENTURES!.COM, INC. AND SUBSIDIARY
Notes to the Consolidated Financial Statements
March 31, 2004 and 2003
NOTE 14 - ACCRUED EXPENSES
Accrued expenses are made up of the following at March 31, 2004:
Accrued directors fees $ 45,000
Accrued lease payments payable 88,242
Accrued stock payable 75,000
Credit card and other miscellaneous payables 48,576
----------
Total $ 256,818
==========
NOTE 15 - SUBSEQUENT EVENTS
During April 2004, the Company collected the entire principle and interest
amounts on a $50,000 note receivable.
During April 2004, the Board of Directors authorized the President of the
Company to issue up to 30,000 shares of common stock for services to an
individual.
During April 2004, the Board of Directors authorized the issuance of options
to purchase 150,000 shares of common stock at a price of $0.15 per share to a
new board member as compensation.
During April 2004, the Board of Directors authorized the Company's 2004 non-
qualified stock option plan.
During April 2004, the Company entered into a consulting agreement for
marketing and production assistance. The agreement calls for the issuance of
options to purchase a) 2,000,000 shares at a price of $0.10 per share through
June 28, 2004 and b) 2,000,000 shares at a price of $0.25 per share through
August 28, 2004.
During April 2004, the Company entered into a stock option agreement for the
raising of capital as follows: options to purchase 200,000 shares at a price
of $0.10 per share; 200,000 shares at a price of $0.20 per share; 200,000
shares at a price of $0.25 per share; 200,000 shares at a price of $0.30 per
share; and, 200,000 shares at a price of $0.35 per share, all to expire in one
year.
During April 2004, the Company issued 240,000 shares of common stock for
services.
F-33
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
None, not applicable.
Item 8(a). Controls and Procedures.
------------------------------------
As of the end of the 90 day period at the end of this Annual Report,
we carried out an evaluation, under the supervision and with the participation
of our President and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic reports that are
filed with the Securities and Exchange Commission. It should be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the name, address, age and position
of each officer and director of the Company:
Name Age Position
---- --- --------
Anthony A. Maher 57 Chairman of the Board,
President, and
Chief Executive Officer
Robert O. Grover 41 Executive Vice President, Chief
Technology Officer
Christina M. Vaughn 35 Vice President, Chief Financial
Officer
Donald J. Farley 53 Secretary, Director
Roy M. Svee* 77 Treasurer, Director
Cecil D. Andrus 76 Director
Michael K. McMurray Director
Mr. Svee passed away in February 2004. We are waiting until our Annual
Meeting to appoint someone to replace him in the position of Treasurer.
Term of Office.
---------------
The terms of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in May of each year. The annual meeting of the Board
of Directors immediately follows the annual meeting of stockholders, at which
executive officers for the coming year are elected.
Business Experience.
--------------------
Anthony A. Maher, Chairman, President & CEO. Anthony A. Maher was
recruited to PCS at its inception as Chairman of the Board, President and
Chief Executive Officer and structured the purchase of PCS Schools. Since
then, Mr. Maher has overseen the development of the curriculum from four core
areas to over 60; the development of its distance developer database; and the
creation of its web based publishing expertise. From 1982 to 1989 he was
founder and Chairman of the Board of National Manufacturing Company, Inc. and
its subsidiary, National Medical Industries, Inc. From 1979 to 1982, Mr.
Maher was Executive Vice President for Littletree Inns, a hotel company based
in Boise, Idaho with properties throughout the Northwest. Mr. Maher graduated
from Boise State University in 1970 with a Bachelor of Arts degree in
Political Science.
Robert O. Grover. Robert O. Grover joined PCS at its inception and
became Executive Vice President in May 1996. Mr. Grover's current focus is on
the development of PCS distance education applications including the web-based
support and delivery systems that are integral to Edventures!.COM, Edventures
Labs, and the Academy of Engineering. In 1992, he developed the PCS Merit
System that has become the foundation of the Edventures!.COM learning systems
online. Mr. Grover graduated from Boise State University in 1987 with a
Bachelor of Arts degree in English.
Christina Vaughn was promoted to Vice President and CFO from Assistant
CFO on May 1, 2002. She joined PCS in September 2000 after serving 8 years as
an analyst for the local natural gas utility. She brings to PCS extensive
knowledge of revenue, cash, and cost forecasting, asset/liability mitigation,
managed reporting of commodities pricing as well as capital project analysis.
She graduated, cum laude, May 1990 from the College of Idaho with a BBA in
Finance, and from Atkinson Graduate School of Management/Willamette University
with an MBA in May 1992.
Donald J. Farley. Mr. Farley is a director and the Secretary of the
Company and has acted as the Company's legal counsel since 1994. Mr. Farley
is a founding partner of the law firm of Hall, Farley, Oberrecht & Blanton,
P.A. His legal practice emphasizes litigation and representation of closely
held businesses. He has been in private practice since 1975, after serving a
two year judicial clerkship with former United States District Judge J. Blaine
Anderson. Mr. Farley is admitted to practice before all state and federal
courts in Idaho and has also been admitted to practice before the United
States Supreme Court. He is a member of the American Bar Association, the
International Association of Defense Counsel, Defense Research Institute, the
Idaho State Bar Association and the Association of Trial lawyers of America.
Mr. Farley graduated from the University of Idaho in 1970 with a Bachelor of
Arts degree in Economics and from the University of Idaho College of Law in
1973.
Roy M. Svee. Mr. Svee was since 1996, a director and the Treasurer of
the Company. Mr. Svee passed away in February 2004. We are waiting until
our Annual Meeting to appoint someone to replace him in the position of
Treasurer. Mr. Svee has served with distinction throughout his business
career on the Board of Directors of such organizations as Southgate Bank;
First National Bank; Colonial Savings; Eastern Heights Bank; TFC Bank and its
parent; Hansen Engine and Hansen Air Systems, Inc.; Genius Technologies and JF
Goodhouse, Inc., all in Minnesota and Michigan. During his working career, he
served as Regional Manager of Montgomery Ward and after that as Senior Vice
President-Strategic Planning for Target Stores. He retired from JB Goodhouse,
Inc. as President & CEO in 1991. Mr. Svee has a Bachelor of Business
Administration degree from the University of Minnesota and served as a pilot
in the Navy Air Corps.
Cecil D. Andrus. Former Idaho State Governor Andrus joined the PCS
Board of Directors in November 1995. Following his retirement from public
service in January 1995, Governor Andrus founded and now directs the Andrus
Center for Public Policy at Boise State University. Governor Andrus is the
first person in the history of Idaho to be elected Governor four different
times (1970, 1974, 1986 and 1990). When he retired from public office, he was
the senior governor in the United States in length of service. Mr. Andrus
resigned as governor in 1977 to become the Secretary of the Interior in the
Carter Administration, the first Idahoan to serve in a Presidential Cabinet.
Governor Andrus is also a director of Albertsons, KeyCorp and The Gallatin
Group.
Michael K. McMurray. Mr. McMurray comes back to the Board of PCS, having
served from 1989 through 1994. He retired from Boise Cascade after serving
there for over 30 years, starting as a Treasury Analyst in 1970, Assistant to
Realty Controller from 1971 to 1974, Manager, Cash & Banking from 1974 to
1976, Manager of Banking & Corporate Credit from 1976 to 1980, Assistant
Treasurer from 1980 to 1989, and then Assistant Treasurer and Director,
Retirement Funds from 1989 until he retired in 2000. Mr. McMurray has served
with distinction on several Boards including Regence Blue Shield of Idaho,
American Red Cross, Farmers & Merchants State Bank, Idaho Housing and Finance,
Boise Family YMCA, Hillcrest Country Club, and the Downtown Boise Association.
He is a graduate of the University of Idaho with a degree in Finance and has
completed the Program for Management Development at the Harvard Business
School.
Family Relationships.
---------------------
There are no family relationships between any of our directors or
executive officers.
Involvement in Certain Legal Proceedings.
-----------------------------------------
During the past five years, none of our present or former directors,
executive officers or persons nominated to become directors or executive
officers:
(1) Filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him or her from or
otherwise limiting his involvement in any type of business, securities or
banking activities;
(4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law, and
the judgment in such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or vacated.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
PCS believes all forms required to be filed under Section 16 of
the Exchange Act for all of the Company's directors and executive officers
have been timely filed.
Audit Committee.
----------------
We adopted an audit committee last fiscal year for the purpose of
engaging HJ & Associates for the annual audit. The audit committee currently
consists of board members, Michael McMurray and Cecil Andrus. The audit
committee is currently working with the other board members to determine the
scope, responsibilities and length of service for the audit committee. We
expect to adopt a formal policy regarding the audit committee during this
fiscal year.
Code of Ethics.
---------------
We have adopted a Code of Ethics and it is attached as Exhibit 14 to this
Report. See Item 13.
Item 10. Executive Compensation.
-----------------------
Cash Compensation.
------------------
The following table shows the aggregate compensation that we have paid to
directors and executive officers for services rendered during the periods
indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
Anthony A. 3/31/04 120,000 0 0 0 * 0 0
Maher 3/31/03 120,000 0 0 0 0 0 0
President
Director
* Mr. Maher was the only executive officer of PCS whose cash
compensation exceeded $100,000 during the last two fiscal years. See the
table below under the heading "Stock Option Plans and Other Incentive
Compensation Plans" of this Item for stock options granted to Mr. Maher and
other members of management during the last two fiscal years ended March 31,
2004 and 2003.
Options Grants in Last Fiscal Year
There were grants of stock options made during the fiscal years ended
March 31, 2004 and 2003 to our directors and executive officers and others.
These options are described below under the heading "Stock Option Plans and
Other Incentive Compensation Plans" of this Item.
Compensation of Directors
Each fiscal year, the Board of Directors sets the dollar amount for the
compensation of outside directors for their services. Said compensation shall
be in the form of freely tradable PCS common stock at its then bid price, or
in the form of stock options to purchase PCS common stock at its then current
bid price. For fiscal years 2002 and 2003, the Board of Directors set the
amounts of $15,000 for each of said fiscal years.
Employment Agreements
We have no written employment agreements with our management.
Currently, we are paying our officers the following annual salaries: Anthony
A. Maher - $120,000; Robert O. Grover - $84,000; Christina Vaughn - $75,000.
The Company also provides medical and dental insurance for its officers and
other employees.
Stock Option Plans and Other Incentive Compensation Plans
PCS has not adopted any formal option plans or other incentive
compensation plans as of the date of this report. We anticipate that our
Board of Directors will, in the near future, adopt incentive compensation
plans to provide reward and incentives to employees, directors and agents of
PCS. PCS has granted the following options to officers, directors, employees
and consultants:
Number Date of Exercise Expiration
Option Holder Shares Grant Price Date
------------- ------ ----- ----- ----
Frances Guiney 50,000 10/21/01 $.30 10/24/04
Bill Albert 2,310 12/01/01 $.15 12/01/04
Nathan Cook 1,155 12/01/01 $.15 12/01/04
Robert O. Grover* 6,467 12/01/01 $.15 12/01/04
Suzanne Haislip 3,696 12/01/01 $.15 12/01/04
Christa Roesberry 1,442 12/01/01 $.15 12/01/04
Anthony A. Maher* 9,160 12/01/01 $.15 12/01/04
Donald J. Farley* 250,000 12/10/01 $.30 12/10/04
Roy M. Svee* 250,000 12/10/01 $.30 12/10/04
Anthony A. Maher* 400,000 12/10/01 $.30 12/10/04
Cecil D. Andrus* 100,000 12/10/01 $.30 12/10/04
Board Members* 1,000,000 6/03/02 $.16 6/03/12
Suzanne Haislip 50,000 7/01/02 $.16 1/01/06
Christina Vaughn* 50,000 7/01/02 $.16 1/01/06
William Albert 75,000 7/01/02 $.16 1/01/06
David Chase 35,000 7/01/02 $.16 1/01/06
Joe Egusquiza 15,000 7/01/02 $.16 1/01/06
Laura Baran 25,000 7/01/02 $.16 1/01/06
Robert O. Grover* 75,000 7/01/02 $.16 1/01/06
Christa Roesberry 10,000 7/01/02 $.16 1/01/06
Nathan Cook 15,000 7/15/02 $.16 1/15/06
Nic Perner 5,000 8/15/02 $.16 2/15/06
Donald J. Farley* 166,666 10/21/02 $.09 10/21/12
Roy Svee* 166,666 10/21/02 $.09 10/21/12
Cecil Andrus* 166,666 10/21/02 $.09 10/21/12
Donald J. Farley* 214,285 5/15/03 $.07 5/15/13
Roy Svee* 214,285 5/15/03 $.07 5/15/13
Cecil Andrus* 214,285 5/15/03 $.07 5/15/13
Anthony Maher* 250,000 5/15/03 $.07 5/15/13
Suzanne Haislip 100,000 5/20/03 $.07 5/20/07
Joe Egusquiza 25,000 7/25/03 $.10 7/15/07
Christina Vaughn* 150,000 9/05/03 $.07 9/15/07
* Denotes directors and executive officers.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The following table sets forth information concerning the beneficial
ownership of PCS common stock as of June 28, 2004, by each director and
executive officer, all directors and officers as a group, and each person
known to PCS to beneficially own 5% or more of its outstanding common stock.
Name and Address Percentage
of Beneficial Owner Shares Owned(1) Owned(1)
------------------- --------------- --------
Anthony A. Maher 2,123,601(3) 7.67%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Robert O. Grover 596,467(4) 2.15%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Roy M. Svee 1,230,951(5) 4.44%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Donald J. Farley 1,361,951(6) 4.92%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Cecil D. Andrus 504,284(7) 1.82%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Christina M. Vaughn 200,000(8) (2)
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
All officers and Directors as a
group 6,017,254 21.72%
(6 persons)
(1) Based upon 24,919,752 shares of common stock issued and outstanding
as of June 28, 2004, including 2,783,480 shares that may be issued upon the
exercise of currently exercisable options, for a total number of shares
outstanding of 27,703,232, calculated in accordance with Rule 13d-3
promulgated under the Exchange Act. It also includes shares owned by (i) a
spouse, minor children or by relatives sharing the same home, (ii) entities
owned or controlled by the named person and (iii) other persons if the named
person has the right to acquire such shares within 60 days by the exercise of
any right or option. Unless otherwise noted, shares are owned of record and
beneficially by the named person.
(2) Under 1 percent.
(3) These shares include (i) 1,405,441 shares owned of record by Mr.
Maher, (ii) 10,000 shares owned by Louise Maher, (iii) 9,500 shares which are
beneficially owned by a family limited liability named Sullivan Maher for
which Mr. Maher acts as a manager (iv) 35,000 shares owned by the Nick Maher
foundation of which Mr. Maher is a trustee, (v) 4,500 shares owned by E.L.
Sullivan which are voted by Mr. Maher pursuant to an irrevocable proxy, (vi)
9,160 shares which may be issued upon the exercise of currently exercisable
stock options; these options are exercisable at $.15 per share and are
exercisable through December 2004, (vii) 400,000 shares which may be issued
upon the exercise of currently exercisable stock options; these options are
exercisable at $.30 per share and are exercisable through December 2004, and
(viii) 250,000 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.07 through May
15, 2007.
(4) These shares include (i) 315,000 shares owned of record by Mr.
Grover, (ii) 75,000 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.16 per share and
are exercisable through December 31, 2005, (iii) 6,467 shares which may be
issued upon the exercise of currently exercisable stock options; these options
are exercisable at $.15 per share through November 30, 2004 and (iv) 200,000
shares which may be issued upon the exercise of currently exercisable stock
options; these options are exercisable at $.10 through July 15, 2007.
(5) These shares include (i) 600,000 shares owned of record by Mr. Svee,
(ii) 250,000 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.30 per share and
are exercisable through December 2004, (iii) 214,285 shares which may be
issued upon the exercise of currently exercisable stock options; these options
are exercisable at $.07 through May 15, 2007, and (iv) 166,666 shares which
may be issued upon the exercise of currently exercisable stock options; these
options are exercisable at $.10 through October 21, 2012.
(6) These shares include (i) 722,000 shares owned of record by Mr.
Farley, (ii) 9,000 shares in the name of Ryan Farley, (iii) 250,000 shares
which may be issued upon the exercise of currently exercisable stock options;
these options are exercisable at $.30 per share and are exercisable through
December 2004, (iv) 214,285 shares which may be issued upon the exercise
of currently exercisable stock options; these options are exercisable at $.07
through May 15, 2007, and (v) 166,666 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.10 through October 21, 2012.
(7) These shares include (i) 123,333 shares owned of record by Mr.
Andrus, and (ii) 214,285 shares which may be issued upon the exercise of
currently exercisable stock options; these options are exercisable at $.07
through May 15, 2007, and (iii) 166,666 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.10 through October 21, 2012.
(8) These shares include (i) 50,000 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.16 per share and are exercisable through December 31, 2005 and (ii)
150,000 shares which may be issued upon the exercise of currently exercisable
stock options; these options are exercisable at $.07 through September 15,
2007.
Changes in Control.
-------------------
To our knowledge, there are no present arrangements or pledges of our
securities that may result in a change in control of our company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
----------------------------------------
During the last two fiscal years ended March 31, 2004 and 2003, we have
granted certain options to members of our management. See the heading "Stock
Option Plans and Other Incentive Compensation Plans" of Item 10, above.
During the year ended March 31, 2003, three members of the Company's
board of directors acted as guarantors on a promissory note that provided the
Company $60,600 in financing. This note was paid in full during 2004.
During the years ended March 31, 2003, the Company repaid debt owed to
the President of the Company of $20,000.
During the years ended March 31, 2003, the Company borrowed $27,000 from
the President of the Company.
On October 21, 2002, we authorized and issued options to purchase 499,998
shares of common stock to Board Members as payment for accrued directors fees
totaling $45,000. These options vested immediately and have an exercise price
of $0.09 per share. This payment covered all directors fees incurred for the
year ended March 31, 2002. As of March 31, 2003, we still owes these
directors $45,000 for services rendered during the year ended March 31, 2003.
On May 15, 2003, we authorized and issued options to purchase 892,855
shares of common stock to Board Members as payment of $45,000 in accrued
director fees. The intrinsic value of these options was $17,857, while the
difference, $27,143, was treated as contributed capital from extinguishment of
related party debt.
During 2004, we issued 305,441 shares of common stock to the Company's
President in payment of $32,608 in accrued interest. The stock was valued at
the market price of the stock on the dates of conversion, or an average of
$0.11 per share.
Transactions with Promoters.
----------------------------
Except as outlined under the caption "Executive Compensation," during the
past two years, there have been no material transactions, series of similar
transactions or currently proposed transactions, to which our company or any
of our subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to us to own of record or beneficially more than
five percent of our common stock, or any member of the immediate family of any
of the foregoing persons, or any promoter or founder had a material interest.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K.
No Current Reports on Form 8-K of the Securities and Exchange Commission
have been filed by the Company during the last quarter of its fiscal year
ended March 31, 2004.
Exhibits*
(i)
Where Incorporated
in this Report
--------------
Registration Statement on SB-2, as Parts I, II and III
amended.**
(ii)
Exhibit
Number Description
------ -----------
14 Code of Ethics
21 Subsidiaries of the Company
31.1 302 Certification of Anthony A. Maher
31.2 302 Certification of Christina M. Vaughn
32 906 Certification
* Summaries of all exhibits contained within this
Report are modified in their entirety by reference
to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of the fees billed to PCS by its principal
accountants during the fiscal years ended March 31, 2004, and March 31, 2003:
Fee category 2004 2003
------------ ---- ----
Audit fees $19,845 $18,037
Audit-related fees $ 0 $ 0
Tax fees $ 0 $ 0
All other fees $ 0 $ 0
Total fees $19,845 $18,037
Audit fees. Consists of fees for professional services rendered by
our principal accountants for the audit of our annual financial statements
and the review of financial statements included in our Forms 10-QSB or
services that are normally provided by our principal accountants in connection
with statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under
"Audit fees."
Tax fees. Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above. The fees disclosed in this
category include due diligence, preparation of pro forma financial statements
as a discussion piece for a Board member, and preparation of letters in
connection with the filing of Current Reports on Form 8-K.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PCS EDVENTURES!.COM, INC.
Date: 7/1/04 By/s/Anthony A. Maher
------------- -------------------------------------
Anthony A. Maher
CEO, President and Chairman of the
Board of Directors
Date: 7/1/04 By/s/Christina M. Vaughn
------------- -------------------------------------
Christina M. Vaughn
Vice President and CFO
Date: 7/1/04 By/s/Donald J. Farley
------------- -------------------------------------
Donald J. Farley
Secretary and Director
Date: 7/1/04 By/s/Cecil D. Andrus
------------- ------------------
Cecil D. Andrus
Director