Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: February 14, 2024

PCS Edventures!, Inc.

(Exact name of registrant as specified in its charter)

N/A

(Former name or address, if changed since last report)

Idaho

000-49990

82-0475383

(State or Other Jurisdiction

Of Incorporation)

(Commission
File Number)

(I.R.S. Employer

Identification Number)

11915 W. Executive Drive, Suite 101

Boise, Idaho 83713

(Address of Principal Executive Offices, Including Zip Code)

(208) 343-3110

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

See Section 9, Financial Statements and Exhibits, Item 9.01, below, and Exhibit 99.

The information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Section 9 - Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description of Exhibit

99		Press Release dated February 16, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KonaTel, Inc.

Date: February 16, 2024	By:	/s/ Michael Bledsoe
		Michael Bledsoe
		President, Director and Principal Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 16, 2024

PCS Edventures! Reports Unaudited Results

For the Third Quarter of Fiscal Year 2024

Boise, Idaho, February 16, 2024 — PCS Edventures!, Inc. (PCSV), a leading provider of K-12 Science, Technology, Engineering and Mathematics (STEM) education programs, today announced unaudited results of operations for its third quarter of Fiscal Year 2024, which ended on December 31, 2023.

Revenue was $0.46 million compared to $1.85 million in revenue for the same period last year. Net income was ($0.41 million) compared to $0.57 million in net income for the same period last year. The Company ended the quarter with $2.01 million in cash.

Mike Bledsoe, President, commented, “Our business is seasonal and the quarter ending December 31^st is our slowest quarter of the year. Last year, we fulfilled and invoiced a portion of our Air Force order which significantly bolstered our results. Without that business, last year’s quarter would have looked very much like this year’s quarter. Our long-time customer who provides summer school programs in the state of Missouri placed their order with us this year totaling $1.31 million compared to last year’s order total of $0.47 million. We believe this growth is indicative of a robust market environment for us in calendar year 2024, and we are poised to take advantage of that environment.”

Todd Hackett, CEO, stated, “Although our results for the quarter ended December 31, 2023, were significantly below those for the quarter ended December 31, 2022, one quarter does not make a trend. For the nine months ending December 31, 2023, we generated $6.83 million in revenue as compared to $4.48 million in revenue for the nine months ended December 31, 2022. We expect fiscal year 2024, ending on March 31, 2024, to be our best year ever and look forward to another highly successful year in fiscal year 2025.”

For more information about PCS Edventures!, Inc., visit our website.

Company financial information and reports can be found at https://www.sec.gov

About PCS Edventures!, Inc.

PCS Edventures!, Inc. (OTCPK: PCSV) is a Boise, Idaho company that designs and delivers technology-rich products and services for the K-12 market that develop 21st-century skills. PCS programs emphasize experiential learning in Science, Technology, Engineering, and Math (STEM). https://edventures.com/.

Forward-Looking Statements.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this press release. This press release should be considered in light of the disclosures contained in the filings of PCS and its “forward-looking statements” in such filings that are contained in the United States Securities and Exchange Commission (the “SEC”) Edgar Archives at https://www.sec.gov.

Contact.

Investor Contact: Michael Bledsoe 1.800.429.3110, mikeb@edventures.com

Investor Relations Web Site: https://investors.edventures.com/

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Cover	Feb. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2024
Entity File Number	000-49990
Entity Registrant Name	PCS Edventures!, Inc.
Entity Central Index Key	0001122020
Entity Tax Identification Number	82-0475383
Entity Incorporation, State or Country Code	ID
Entity Address, Address Line One	11915 W. Executive Drive
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83713
City Area Code	(208)
Local Phone Number	343-3110
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false