The accompanying notes are an integral part
of these financial statements.
Notes to the Consolidated Financial Statements
December 31, 2013
(Unaudited)
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 LabMentors, Ltd., a Canadian
company (collectively, “the Company”) through July 31, 2013. The assets and liabilities of LabMentors have been disclosed
in the financials to show the sale of the subsidiary effective September 5, 2013, with the effective date of the liabilities and
assets to be transferred calculated as of July 31, 2013.
On August 3, 1994, PCS Education Systems, Inc. was incorporated
under the laws of Idaho to develop and operate stand-alone learning labs.
In October 1994, PCS exchanged common stock on a one-for-one basis
for common stock of PCS Schools, Inc. As a result of this exchange, PCS Schools, Inc. became a wholly owned subsidiary of PCS.
In the late 1990s, the Company divested the stand-alone learning labs to focus more on a hands-on module coupled with web-based
technology for use in the classroom.
On March 27, 2000, PCS changed its name from PCS Education Systems,
Inc. to PCS Edventures!.com, Inc.
On November 30, 2005, PCS entered into an agreement with 511092
N.B. LTD., a Canadian corporation (LabMentors) to exchange PCS common stock for common stock of 511092 N.B. LTD. as disclosed in
the 8-K as filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2005 and amended on February
15, 2006. As a result of the definitive Share Exchange Agreement, 511092 N.B. LTD. became a wholly owned subsidiary of the Company.
In December 2005, the name of this subsidiary was formally changed to PCS LabMentors, Ltd. It remains a Canadian corporation. The
Company currently has a memo of understanding with a company for the potential sale of LabMentors.
On January 31, 2013, PCS Edventures!.com, Inc. formed a subsidiary called Premiere
Science Inc. incorporated and registered in the State of Idaho. The subsidiary is 100% wholly owned by PCS Edventures!.com,Inc.
and was formed to use as an additional sales and marketing tool to gain other business opportunities. There were no operations
for the subsidiary during the quarter year ended September 30, 2013.
On September 5, 2013 PCS Edventures!.com, Inc.
(PCS) entered into an Asset and Liability Agreement (the “Sale Agreement”) with JAK, Ltd. (“JAK”), dated
September 5, 2013, pursuant to which (i) JAK will acquire the assets of the PCS Labmentors subsidiary for a purchase price of $150,000
(the “Purchase Price”) to be paid by JAK assuming $99,260 in liabilities associated with the subsidiary and $50,740US
in the form of a promissory note secured by Labmentors’ intellectual property. These liabilities and assets were calculated
as of the agreed upon date for the transaction of July 31, 2013. This transaction has a positive impact on the company’s
balance sheet but results in no immediate cash to the company.
NOTE 2 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The December 31, 2013, consolidated financial statements presented
herein are unaudited, and in the opinion of management, include all adjustments (consisting of only normal recurring accruals)
necessary for a fair presentation of financial position, results of operations and cash flows. Such financial statements do not
include all of the information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America. This Quarterly Report on Form 10-Q should be read in conjunction
with the Annual Report on Form 10-K for PCS Edventures!.com for the fiscal year ended March 31, 2013. The March 31, 2013, consolidated
balance sheet is derived from the audited balance sheet included therein.
The operating results for the period ended
December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014.
NOTE 3 - GOING CONCERN
The Company’s consolidated
financial statements are prepared using accounting principles generally accepted in the United States of America applicable to
a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The
established sources of revenues are not sufficient to cover the Company’s operating costs. The Company has accumulated significant
losses and payables and generated negative cash flows. The combination of these items raises substantial doubt about its ability
to continue as a going concern. Management’s plans with respect to alleviating this adverse position are as follows:
The business plan proposes the continued promotion and growth of
the PCS Edventures Lab program to further demonstrate proof of the concept, and develop the required processes and systems for
scaling. The premise of the business plan is three-fold: 1) revenues will be more consistent and predictable for the Company to
plan and manage cash and growth; 2) Will serve as a foundation from which PCS can grow a subscription-based, virtual community
of students emphasizing experiential, blended education; and 3) an established network of learning centers will serve as highly
effective “showrooms” for sales of PCS products and services into neighboring districts. Also of note, close partnerships
with schools provide an opportunity to test and improve PCS products on a regular basis.
PCS has continued to pursue international opportunities to offset the continued challenges to the domestic economy and to
take advantage of global market needs for PCS type products and services. In 2011, PCS signed a license and royalty agreement
with Creya Learning of India (CL). CL uses PCS content and support services to implement experiential learning curriculums
into Indian schools. PCS, as part of the agreement, will receive ongoing royalties on the tuition charged to students attending
PCS based programs. In FY2013 Creya established programs in twelve schools that will serve as anchor and reference sites as
they work to expand the program in FY2014. In the Middle East, PCS continues to work with the Ministry of Education in The
Kingdom of Saudi Arabia on STEM related projects. The King Abdullah Project for the Development of Public Education is a USD
$2.3B intended to implement major changes throughout the Kingdom, with STEM and science literacy a heavy emphasis. PCS successfully
completed $106K in STEM consulting for the Saudi Ministry of Education in FY2013 and is working now to secure additional work
related to implementation of STEM programs. On August 19th, 2013 PCS was awarded a contract regarding a STEM outreach program
in the Kingdom of Saudi Arabia for consulting, services, products, and training related to K12 Science, Technology, Engineering,
and Math. The multiphase contract projected approximately $686,000 in STEM outreach program design, materials supply, training,
and support. Phase I of this contract was completed and invoiced in December of 2013 in the amount of approximately $67,000.
An official from Saudi Arabia visited PCS offices in December to discuss the progression to phase 2 which should commence
in PCS Q4. On December 12, 2013, PCS was awarded a STEM related training contract for $133,333 to commence in February of
2014. An invoice for $13,333 for work completed was submitted in December 2013. Both invoices were collected in January of
2014.
Adding Murali Ranganathan to the Board of Directors has brought
financial knowledge that has been extraordinary as PCS continues to refine its business plan. During FY2014, PCS plans to expand
and strategically recruit new board members who can help the management team focus and execute its business plan.
The Company reported improved results during FY2013 with revenue
for the twelve months ended March 31, 2013 up 26% compared to the same period in the prior year and managed to cut operating expenses
by $908,806 throughout the year.
Revenue for the period ending December 31, 2013 was $1,148,563 compared
to revenue of $2,350,955, down approximately 51% compared to the same comparable period. Net loss for the period ended was ($759,487),
compared to net loss of ($402,217), over the same period last year. Cash flow from operations for the period ended December 31,
2013 and 2012 was ($529,671) and 29,075, respectively.
The significant difference in revenue from period to period
is due to the large orders received in FY2013 from program funds related to the US Army APYN and ASPYN initiatives.
Funding was not available again during FY14 for these programs. Analysis of PCS core sales numbers, removing the large
anomolous orders, are far more encouraging however as we saw a 25.33% increase in sales for Q3 FY2014 over Q3 FY2013. This
indicates new sales processes implemented in September were already beginning to take effect. In December of 2014, we
also added sales representatives in Atlanta, GA, Seattle, WA, Columbus, OH, and expanded our reach in Florida with the
establishment of a relationship with Priority Education Solutions, a veteran education industry sales development group.
Entering Q4 of FY2014 PCS has more than doubled its sales force and has plans to increase this trend.
In addition, our sales strategy is now to place and develop sales
people in targeted metropolitan areas and develop relationship sales networks which we feel will be far more effective.
Sales from our other two company initiatives, saw significant growth
as our Edventures Lab pilot reported sales of $35K, up 37% over the prior year at $22K. The Edventures Lab program pilot
is focusing on the development of curriculum and infrastructure processes to prepare it for scaling in FY2015. International
revenue including sales from Saudi Arabia and India increased over 92%, up from $6K in FY2013 to $82K in FY2014. Contracts
announced in September and December of Q3 are in progress, some of which will fulfill before the end of FY2014.
While the efforts put in by management and the entire employee team
are beginning to be realized, as illustrated by continued cost monitoring, by incoming contracts from Saudi Arabia, a growing
revenue channel from e-commerce, successful Edventures Lab pilot, and growing channel sales during this fiscal year, the ability
of the Company to continue as a going concern is dependent upon our ability to successfully accomplish the plans described to raise
capital as needed, to continue to monitor and reduce overhead costs, and to 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 4 – PREPAID EXPENSES
Prepaid expenses for the periods are as follows:
|
|
December 31, 2013
|
|
March 31, 2013
|
Prepaid insurance
|
|
$
|
12,133
|
|
|
$
|
5,440
|
|
Prepaid trade show/travel
|
|
|
—
|
|
|
|
1,990
|
|
Prepaid inventory
|
|
|
35,959
|
|
|
|
2,341
|
|
Prepaid software
|
|
|
20,049
|
|
|
|
11,457
|
|
Prepaid expenses, other
|
|
|
5,934
|
|
|
|
13,610
|
|
Total Prepaid Expenses
|
|
$
|
74,075
|
|
|
$
|
34,838
|
|
NOTE 5 - FIXED ASSETS
Assets and depreciation for the periods are as follows:
|
|
December 31, 2013
|
|
March 31, 2013
|
Computer/office equipment
|
|
$
|
10,112
|
|
|
$
|
10,112
|
|
Software
|
|
|
127,355
|
|
|
|
127,355
|
|
Accumulated depreciation
|
|
|
(113,326
|
)
|
|
|
(99,290
|
)
|
Total Fixed Assets
|
|
$
|
24,141
|
|
|
$
|
38,177
|
|
Fixed asset depreciation expense for the nine months ended December
31, 2013 and 2012 was $14,036 and $14,036 respectively.
NOTE 6 - ACCRUED EXPENSES
Accrued expenses for the periods are as follows:
|
|
December 31, 2013
|
|
March 31, 2013
|
Interest payable
|
|
$
|
80,414
|
|
|
$
|
63,732
|
|
Sales tax payable
|
|
|
786
|
|
|
|
1,230
|
|
Credit card debt
|
|
|
57,182
|
|
|
|
61,281
|
|
Professional fees: legal, accounting & other
|
|
|
2,000
|
|
|
|
10,116
|
|
Total accrued expenses
|
|
$
|
140,382
|
|
|
$
|
136,359
|
|
NOTE 7 – NOTES PAYABLE
Notes payable consisted of the following:
|
|
December 31, 2013
|
|
March 31, 2013
|
Short Term Note Payable, Related Party
|
|
$
|
148,405
|
|
|
$
|
408,129
|
|
Short Term Convertible Note, net of discount
|
|
|
—
|
|
|
|
185,000
|
|
Short Term Convertible Note, Related Party, net of discount
|
|
|
—
|
|
|
|
80,000
|
|
Line of Credit
|
|
|
29,390
|
|
|
|
32,061
|
|
Long Term Note Payable, Related Party
|
|
|
24,300
|
|
|
|
25,000
|
|
Convertible Notes Payable, Long Term, net of discount
|
|
|
195,000
|
|
|
|
—
|
|
Convertible Notes Payable, Long Term, Related Party, net of discount
|
|
|
416,500
|
|
|
|
66,500
|
|
Total Notes Payable
|
|
$
|
813,595
|
|
|
$
|
796,690
|
|
Note Payable – Related Party
|
1.
|
On December 30, 2011, the Company entered into a note payable in the amount of $30,000. The note bears interest at ten percent (10%) per annum and was due on February 28, 2012. This note was extended with a maturity date of March 31, 2014, under the same terms and conditions.
|
|
2.
|
On January 13, 2012, the Company entered into two separate promissory notes in the amount of $35,000 each for an aggregate amount of $70,000. The notes bear interest at nine percent (9%) per annum and are due and payable on or before January 10, 2013. Minimum monthly payments of 1.5% of the loan balances are required and are submitted to Lenders’ financial institution. The note was amended April 1, 2013 and re-written with a new principal amount of $32,100 each for an aggregate amount of $64,200. The notes bear interest at nine percent (9%) per annum and are due and payable on or before April 1, 2020. The underlying loan requires that the Company pay to the lenders’ financial institution monthly payments of $1,033.17 on or before the 1
st
day of each month, beginning May 1, 2013, and continuing each month in like amount until the final payment due on April 1, 2020. The company has paid $6,114 in principal leaving a balance of $58,086 at December 31, 2013.
|
|
3.
|
On April 18, 2012, we entered into a long term promissory note with Anthony A. Maher for $25,000 with an interest rate of 7.5% per annum. The balance is due in full on or before April 18, 2017. Monthly payments are made for interest only to the lender’s financial institution.
|
|
4.
|
On February 26, 2013, we executed a promissory note with one of our shareholders for $65,000 at 15% interest per annum, secured by seven of our sales orders to finance inventory purchases. The promissory note was due on or before April 20, 2013. There is no conversion feature associated with this promissory note. A payment of $20,000 was made against the principal on the note on April 1, 2013. Subsequently, the note was extended and made part of the $95,000 convertible promissory note issued on May 24, 2013 as described in the 8-K filed on May 24, 2013, which states that the note is due August 24, 2016. The debt discount on the convertible note was calculated as $21,923, in which $3,541 was amortized as of December 31, 2013.
|
|
5.
|
On March 28, 2013, we executed a promissory note with one of our shareholders, for $50,000 at 12% interest per annum, secured by eight of our sales orders to finance inventory purchases. The promissory note was due on or before June 5, 2013. There is no conversion feature associated with this promissory note. Subsequently the note was extended and made part of the $95,000 convertible promissory note issued on May 24, 2013 as described in the 8-K filed on May 24, 2013, which states that the note is due August 24, 2016. See number 4 for debt discount and amortization amounts.
|
|
6.
|
On March 22, 2013, we entered into a loan transaction that bears interest at a rate of 8% per annum, secured with one of our board members in the amount of $25,000. The note is secured by three of our accounts receivables to finance inventory purchases. The promissory note and all accrued interest are due and payable on May 31, 2013. This note was subsequently extended for 90 days unsecured, due on or before August 31, 2013. A convertible promissory note was executed on September 30, 2013 that replaces the March 22, 2013 note. See number 8 under Convertible Note Payable – Related Party for note details.
|
|
7.
|
On May 24, 2013, we entered into a Promissory Note in the amount of $150,000 with one of our board members, payable with interest at 12% per annum, in cash on or before August 24, 2013. The Promissory Note is secured by several customer Purchase Orders in the amount of $150,229, in which the Company has structured to pay back $0.50 for every $1.00 received from the customer purchase order, in which for the remaining $0.50 outstanding, the Company would re-secured with new customer purchase orders (to be determined). The loan proceeds will be utilized to support the fulfillment of the orders pledged as well as finance operations for a short term. A convertible promissory note was executed on September 30, 2013 that replaces the March 24, 2013 note. See number 9 under Convertible Note Payable – Related Party for note details.
|
|
8.
|
On September 30, 2013, we entered into a Promissory Note in the amount of $260,000 with one of our board members, payable with interest at 10% per annum, in cash on or before November 29, 2013. The Promissory Note funded payables and other corporate purposes of borrower. This note is secured by that certain license agreement and other agreements between borrower and Kindle Education, now Creya Learning, originally entered into in 2011. A convertible promissory note was executed on January 8, 2014, that replaces the September 30, 2013, payable with interest at 8% per annum on or before January 8, 2017.
|
Line of Credit
|
1.
|
On September 13, 2011, the Company drew down a line of credit at a financial institution in the amount of $39,050. The line of credit bears interest at 17.5% per annum. The Company makes variable monthly payments. As of December 31, 2013, the company has paid $9,424 in principal leaving a balance of $29,626 payable.
|
Convertible Note Payable
|
1.
|
On March 31, 2011, the Company entered into several convertible promissory notes in the aggregate amount of $215,000. The notes are convertible into common stock at a rate of $0.15 per share. The notes bear interest at ten percent (10%) per annum and include attached warrants to purchase two shares of restricted Rule 144 common stock for every dollar loaned, at a rate of $0.15 per share, for an aggregate total of 430,000 restricted Rule 144 common shares. The notes were due on June 29, 2011, and are secured by that portion or percentage of the Borrower’s Intellectual Property which the principal amount of the note bears to the fair market value of all Intellectual Property of the Borrower. “Intellectual Property” of the Borrower is defined to mean all trademarks, registered or unregistered, marks, logos, business names, proprietary computer software, curriculum, copyrighted material, registered or unregistered, trade names, patents and patent applications, and all general intangibles relating to the foregoing. Notwithstanding the foregoing, Intellectual Property shall not include any license, property or contract right the granting of a security in which would be prohibited by law or contract. The warrants expire 36 months from date of agreements. The Company recognized a discount on the debt issued, which was composed of an embedded beneficial conversion feature and attached warrants. The Company measured the beneficial conversion feature by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the notes. This intrinsic value is limited to the portion of the proceeds allocated to the notes, and was calculated as $58,000. The warrants attached to the notes were valued using the Black Scholes Valuation Model, resulting in a fair value of $63,479, the balance of which was fully amortized as of June 30, 2011.
|
|
|
On August 1, 2012, the Company issued amendments to the
convertible note agreements in the aggregated amount of $215,000 and extended the due date with the repayments in the amount of
$40,000 per quarter to begin April, 2013, and the final payments due in August, 2014, with any remaining balance due at that time.
In consideration for extending the due date of the promissory notes, the expiration dates on the warrants issued on March 31, 2011
and June 27, 2011, were amended and extended an additional three years, making the new expiration dates August 1, 2017. At the
Lender’s sole option, Lenders may elect to receive payment of their respective note and all accrued interest in restricted
common stock of the Borrower at the price per share of said common stock at same rate as the warrants. Subsequently and
|
|
|
effective June 7, 2013, we executed an amendment to the
loan transaction. The amended transaction involved the extension of the Promissory Note from April 30, 2013 to April 30, 2016,
with the creditors waiving any default under the previous note. The company made interest payments to each of the eight note holders
for all accrued interest from August 1, 2012 to April 30, 2013 for consideration of the extension.
The company has agreed to make quarterly interest payments
to each of the note holders during the term of the extension. All other terms of the previous Promissory Note, Security Agreement
and related warrants remain in full force and effect
|
|
2.
|
On April 30, 2013, we entered into a loan transaction with an “accredited investor” for a Promissory Note, payable with interest at 8% per annum in the amount of $5,000, convertible into shares of common stock of the Company at a price of $0.20 per share. The note is due twenty four months from the date of the note, on or before August 31, 2015. No debt discount was recognized as the conversion price is considered “out of the money”, therefore no discount was necessary.
|
|
3.
|
On July 30, 2013, we entered into a loan transaction with an “accredited investor” for a Promissory Note, payable with interest at 8% per annum in the amount of $5,000, convertible into shares of common stock of the Company at a price of $0.20 per share. The note is due twenty four months from the date of the note, on or before July 30, 2015. No debt discount was recognized as the conversion price is considered “out of the money”, therefore no discount was necessary.
|
Convertible Note Payable – Related Party
|
1.
|
For the transactions described above in regard to the $215,000 convertible note, $30,000 was loaned from a related party and has been broken out as described in the Company’s financial statements and accompanying notes at December 31, 2013.
|
|
2.
|
On February 29, 2012, the Company entered into three separate convertible promissory notes in the aggregate amount of $100,000. The notes bear interest at ten percent (10%) per annum and were due on May 30, 2012. At the sole option each respective Lender, the outstanding balance of the notes may be converted into shares of restricted Rule 144 common stock of the Borrower at a price per share of $0.05. In the event Lender elects to convert any outstanding balance due under this note into such shares, Lender shall give written notice to the Borrower seven (7) days prior to the effective date of such exercise. At Borrower’s sole option, Borrower may elect to pay Lender in cash up to one-half (1/2) of the then principal and interest due under the note. In such event, the remaining balance of principal and interest shall be converted as provided under the note agreement. On June 14, 2012, one of the notes, in the amount of $50,000, was converted into 1,028,770 shares of our “restricted” common stock in accordance with the terms of the convertible promissory note. An extension was issued for the remaining two notes in an aggregate amount of $50,000, under the same terms and conditions, with a new maturity date of March 31, 2014.
|
|
3.
|
On December 3, 2012, the company entered into a long term convertible promissory note with board member and shareholder Todd Hackett in the amount of $45,000. The note is convertible into common stock at a rate of $0.04 per share. The note bears interest at eight (8%) per annum and is due 36 months from the date of the agreement, on or before December 03, 2015. The proceeds from the note were used by the company to pay off the Security Purchase Agreement (tranche 2) issued on June 4, 2012, along with any accrued interest, penalties and administrative costs. The debt discount was calculated as $18,255, of which $3,904 was amortized during the period ended December 31, 2013.
|
|
4.
|
On January 11, 2013, we entered into an 8% Convertible Promissory Note with an “accredited investor,” in the amount of $21,500, convertible into shares of common stock of the Company, at the market price of $0.065. The note is due thirty six months from the date of note. The note is secured by a secondary
security interest in all of the Company’s intellectual property. The proceeds received by the Company from the sale of this note will be used by the Company for prepaying the Promissory Note dated June 5, 2012 (Tranche 3) issued to Asher Enterprises, Inc., as well as any administrative costs associated with the payment. This final payment completes and pays off all outstanding notes with Asher Enterprises. The Company recognized a discount on the debt issued related to the derivative liability. This debt discount was calculated as $9,285of which $1,942 was amortized during the period ended December 31, 2013.
|
|
5.
|
On January 17, 2013, the Company entered into a loan transaction with a related party. The transaction involved the issuance of a Promissory Note in the amount of $200,000 the note bears interest at a rate of 15% per annum and is due and payable on April 30, 2013. In consideration for the financing, the Company issued 100,000 warrants to purchase common stock at an exercise price of $0.07. The warrants expire 36 months from date of agreement. The warrants were evaluated for embedded derivatives in accordance with ASC 815 and were found to not include any embedded derivatives. The warrants attached to the note were valued using the Black Scholes Valuation Model, resulting in a fair value of $7,977. This value was recorded as a debt discount and is being amortized over the life of the loan. The note was paid in full on April 1, 2013. The remaining discount of $1,716 was amortized for the period ending September 30, 2013.
|
|
6.
|
On May 24, 2013, the Company modified two existing promissory notes to form one convertible promissory note in the amount of $95,000 as describe in the 8-K filed on May 24, 2013. The note is due August 24, 2016 with an interest rate of 8%. The debt discount was calculated as $21,923, in which $3,541 was amortized.
|
|
7.
|
On May 24, 2013, Mr. Hackett financed a 12% Convertible Promissory Note in the amount of $100,000, convertible into shares of common stock of the Company, at a price of $0.0325 per share, which represents a 20% discount from the market price as of the date of the note. The note is due ninety days from the date of the note on or before August 24, 2013. If the Lender does not decide to convert the note after 60 days from the date of the note, the Borrower must amend the note and secure the $100,000 with unsecured accounts receivable or customer purchase orders from its customers (to be determined) as collateral. The debt discount was calculated as $23,077, in which $7,692 was amortized during the three months ended June 30, 2013. Due to the company’s inability to secure the promissory note until its maturity, Mr. Hackett elected to convert the Promissory Note along with all accrued interest effective July 24, 2013 into 3,138,630 shares. The remaining discount of $15,385 was expense upon conversion due to conversion within terms of the note; no gain/loss was recognized.
|
|
8.
|
On September 30, 2013, Mr. Ranganathan financed an 8% Convertible Promissory Note in the amount of $25,000, convertible into shares of common stock of the Company, at a price of $0.04 per share, which represents a 50% discount from the market price as of the date of the note. The note is due 36 months from the date of the note on or before September 30, 2016. The debt discount was calculated as $25,000, of which $2,143 was amortized during the period ended December 31, 2013.
|
|
9.
|
On September 30, 2013, Mr. Hackett financed an 8% Convertible Promissory Note in the amount of $150,000, convertible into shares of common stock of the Company, at a price of $0.04 per share, which represents a 50% discount from the market price as of the date of the note. The note is due 36 months from the date of the note on or before September 30, 2016. The debt discount was calculated as $150,000, of which $12,857 was amortized during the period ended December 31, 2013.
|
NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS
The Company generally does not use derivative financial instruments
to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company
utilizes various types of financing to fund our business needs, including convertible debts with conversion features and other
instruments not indexed to our stock. The convertible notes include fluctuating conversion rates. The Company uses a lattice model
for valuation of the derivative. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and then re-valued at each reporting date, with changes in the fair value reported in income
in accordance with ASC 815. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified
in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required
within the 12 months of the balance sheet date.
The Company, in prior year ended March 31, 2013, issued convertible
notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the
convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number
of shares of common stock to be issued is based on the future price of the Company’s common stock. Due to the fact that the
number of shares of common stock issuable is not able to be determined definitively, the equity environment is tainted and all
additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Derivatives,
the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities
on the issuance date.
The fair values of the Company’s derivative liabilities were
estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company eliminated
the derivative as of March 31, 2013. As a result, the loss on derivative liabilities was $-0- and $72,101 as of December 31, 2013
and 2012.
NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS
On January 1, 2008, the Company adopted guidance which defines
fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and
expands disclosures about fair value measurements. Beginning on January 1, 2009, the Company also applied the guidance to non-financial
assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance
establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market
participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the
Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into
three levels based on the reliability of the inputs as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets
for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than
quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived
principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about
the assumptions that market participants would use in pricing the asset or liability.
The following schedule summarizes the valuation of financial instruments
at fair value on a recurring basis in the balance sheets as of December 31, 2013:
|
Fair Value Measurements at December 31, 2013
|
Liabilities
|
|
|
Level
1
|
|
|
|
Level
2
|
|
|
|
Level
3
|
|
|
|
Gain/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
NOTE 10 – DISCONTINUED OPERATIONS
On July 31, 2013, the Company signed a Memorandum of Understanding
with a Canadian company owned by Joseph Khoury (“JAK”) proposing a purchase agreement in which JAK shall purchase LabMentors
from PCS for USD $150,000. JAK has agreed to assume 100% of LabMentors outstanding liabilities and to pay the remainder of the
USD $150,000 through a note payable. The note shall carry an annual interest rate of 3% compounded annually and be paid over a
period of 60 months in equal monthly payments beginning in month 13 of the 60 month period. This sale was finalized during the
period ending September 30, 2013.
The results of discontinued operations is a net loss of ($11,933)
and ($71,949) for the quarter ended September 30, 2013 and 2012. The assets and liabilities of PCS LabMentors were segregated in
the balance sheet and appropriately labeled as discontinued. As of the LabMentors sale, income and expenses are netted in the income
statement and appropriately labeled as discontinued operations. A full allowance of 50,740 was recorded for the promissory note.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
a. Operating Lease Obligation
The Company leases its main office under a non-cancelable lease
agreement accounted for as an operating lease. The lease expired in May 2012. This lease was extended for 13 months beginning June
1, 2012. Rent expense for the corporate offices was $26,041 and 29,591, under this lease arrangement. The company is evaluating
whether or not it will continue to lease space at its current location at the conclusion of the extended lease period. The intention
is to extend again effective June 1, 2013, at a rate of $8,680/month for 13 months, however at this time the Company is month to
month.
Effective January 1, the Company entered into a 12 month lease arrangement
for its Boise corporate location office space that reduced its square footage and lease rate to $6,765/month.
The Company leases additional warehouse space in Boise, Idaho. This
warehouse space consists of approximately 2,880 square feet. The lease expired in June 2012. This lease was extended for 24 months,
beginning July 1, 2012. Rent expense for the warehouse was $3,975 and $4,050 for the three months ended December 31, 2013 and 2012,
respectively.
Effective March 31, 2010, the Company relinquished its leased space
for the LabMentors subsidiary located in Fredericton, New Brunswick, Canada. For the period April 2010 through September 2010 the
employees of LabMentors worked from their respective homes. There was no rent expense during that period. Effective October 2010
LabMentors entered into a five year office lease. This lease was cancelled effective July 1, 2012 in which the Company incurred
a 3 month penalty for opting out early. The Company was able to obtain a new fully furnished office at the National Research Council
facility effective July, 1, 2012. The new lease is a three year commitment to be paid in Canadian dollars each month. Lease payments
are $395 per month CAD, before 13% tax, for the first nine months, then increase annually over the three-year term with payments
for the final three months of the term being $558 per month CAD, before tax. The move was initiated as part of the cost savings
efforts being implemented within LabMentors and reduces the monthly lease payments. Rent expense, converted to USD, for LabMentors
was $1,360 and $4,673 for the three months ended June 30, 2013 and 2012, respectively. The liability was transferred with the execution
of the Purchase Agreement with JAK for the sale of LabMentors.
b. Litigation
(i) On January 3, 2012, the U.S. District Court for the District
of Idaho signed the Final Judgment in the Securities and Exchange Commission (the “SEC”) case pursuant to the Consent
that the Company and Mr. Anthony Maher, its former CEO, had previously executed. Without admitting or denying the allegations of
the Complaint, the Company and Mr. Maher consented to the entry of the Final Judgment which, among other things: permanently restrained
and enjoined the Company from violations of, and permanently restrained and enjoined Mr. Maher from aiding and abetting violations
of, Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 12b-20, 13a-1, and 13a-11 thereunder;
permanently restrained and enjoined Mr. Maher from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; permanently
restrained and enjoined Mr. Maher from violations of Section 13(a) of the Exchange Act and Rule 13a-14 thereunder; barred Mr. Maher
from serving as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange
Act, as amended, or that is required to file reports pursuant to Section 15(d) of the Exchange Act, for a period of five years
from the date of the entry of the Final Judgment; and ordered Mr. Maher to pay a civil penalty in the amount of $100,000 to be
paid in equal quarterly amounts of $25,000. There were no monetary sanctions imposed against the Company.
(ii)
Class Action Lawsuit
: The Company, along with its former
CEO and former CFO, was named in a class action lawsuit (
Niederklein v. PCS Edventures!.com, Inc., et al.
, U.S. District
Court for the District of Idaho, Case 1:10-cv-00479-CWD). The class action was brought on behalf of shareholders who purchased
shares of the Company’s common stock during the period between March 28, 2007 and August 15, 2007. In September, the Company
announced that it had entered into an agreement to settle the class action lawsuit, subject to further proceedings and approval
by the Court. While the Company denies the allegations made in the class action lawsuit, the settlement was entered to eliminate
the burden and expense of further litigation. On October 5, 2011, the Court granted preliminary approval to the settlement, and
approved the notices that were sent to potential class members. At the Settlement Fairness Hearing on February 22, 2012, the Court
gave final approval to the settlement and entered the Final Judgment and Order of Dismissal With Prejudice. The class action was
settled for $665,000, with the Company’s insurance carrier providing most of the settlement funds. In accordance with the
Court ordered settlement, all settlement funds were paid on or before February 29, 2012.
(iii) On November 26, 2013, Anthony Maher (Plaintiff) served a lawsuit
on PCS Edventures!.com, Inc. (Defendant) alleging breach of an employment contract against PCS Edventures!.com, Inc. The total
damages claim in the lawsuit is approximately $422,000. A responsive pleading will be timely filed. PCS Edventures!.com, Inc. insurance
carrier for these types of claims has been made aware of the suit, and will be engaging litigation counsel to handle the case.
c. Contingencies
During the year ended March 31, 2012, the Company worked with the
State of California and a private consulting firm specializing in California State sales and use tax in relation to a review of
sales and use tax for our California customers during the period April 1, 2002 through June 30, 2011. During this period, there
was an estimated $0.6 million in reportable sales in which the Company did not file or collect sales and use tax, as required by
California State law. The review determined that approximately $60,000 in prior period sales and use tax, including interest and
late fees, was due to the California State Board of Equalization (“BOE”) as of June 30, 2011. Of this amount the Company
was successful in collecting approximately $41,000 from prior customers. A check in the amount of $41,473 was mailed to the BOE
on August 31, 2011 and applied against the liability leaving a balance of $7,146 in sales and use tax and $13,316 in interest.
The Company was able to work with the BOE to have all penalties allotted, relieved from the account. The estimated recognized loss
due to the inability to collect from customers was decreased to adjust the reported loss during fiscal year 2011 from $30,000 to
approximately $7,100 during the quarter ending September 30, 2011. The Company was able to establish a payment plan with the Board
of Equalization to begin payments starting February 20, 2012 in the amount of $3,542 per month until the remaining balance is paid
in full. The final payment was paid in July 2012.
NOTE 12 - STOCKHOLDERS’ EQUITY
a. Common Stock
During the period ending December 31, 2013, $750 has been accrued
in stock payable that will be issued in future periods.
During the period ending December 31, 2013, the Company recognized
$220,000 in debt discount as an increase to stockholders’ equity pursuant to the terms of two different convertible promissory
notes issued. The debt discount consists of a beneficial conversion feature on both convertible promissory notes in which $49,182
was amortized for the period.
During the period ending December 31, 2013, the Company expensed
$30,913 related to stock options and warrants granted in the current period as well as prior periods.
During the period ended December 31, 2013, the company accrued $38,750
payable in Restricted Stock Units to its non-management directors. Each restricted stock unit is valued at a range from $0.07-$0.20,
based on the closing price of the Company’s common stock at the date of grant. These agreements call for payment of current
year director fees via issuance of restricted stock units over a vesting period of not less than twelve months, and require continued
service for twelve months and reelection at the next annual shareholder meeting. Mr. Donald J. Farley resigned from the board on
August 1, 2013, forfeiting $13,750. This amount was removed from Restricted Stock Units payable. As of December 31, 2013, $55,000
has been accrued for director services.
b. Preferred Stock
The Company has 20,000,000 authorized shares of preferred stock.
As of December 31, 2013, there are no preferred shares issued or outstanding.
NOTE 13 - BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic and diluted net loss per common share for the three month
periods ended December 31, 2013 and 2012, are based on 52,504,350 and 48,210,662, respectively, of weighted average common shares
outstanding.
Basic and diluted net loss per common share for the nine month periods
ended December 31, 2013 and 2012, are based on 51,434,182 and 46,784,238, respectively, of weighted average common shares outstanding.
No adjustment has been made for any common stock equivalents outstanding
because their effects would be antidilutive. An adjustment has been made to show that effect on the loss per share from discontinued
operations as outlined below.
NOTE 14 - DILUTIVE INSTRUMENTS
Stock Options and Warrants
The Company is required to recognize expense of options or similar
equity instruments issued to employees using the fair-value-based method of accounting for stock-based payments in compliance with
the financial accounting standard pertaining to share-based payments. This standard covers a wide range of share-based compensation
arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee
share purchase plans. Application of this standard requires significant judgment regarding the assumptions used in the selected
option pricing model, including stock price volatility and employee exercise behavior. Most of these inputs are either highly dependent
on the current economic environment at the date of grant or forward-looking over the expected term of the award.
|
|
Issued
|
|
Cancelled
|
|
Executed
|
|
Total Issued
and Outstanding
|
|
Exercisable
|
|
Not
Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2013
|
|
|
27,166,655
|
|
|
|
13,097,336
|
|
|
|
9,952,210
|
|
|
|
4,117,109
|
|
|
|
3,337,109
|
|
|
|
1,107,500
|
|
Warrants
|
|
|
30,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30,000
|
|
|
|
—
|
|
|
|
30,000
|
|
Common Stock
|
|
|
210,000
|
|
|
|
489,285
|
|
|
|
—
|
|
|
|
(279,285
|
)
|
|
|
—
|
|
|
|
(267,500
|
)
|
Balance as of December 31, 2013
|
|
|
27,406,655
|
|
|
|
13,586,621
|
|
|
|
9,952,210
|
|
|
|
3,867,824
|
|
|
|
2,997,824
|
|
|
|
870,000
|
|
No common stock options were exercised during the period ended December
31, 2013.
During the period months ended December 31, 2013 the Company had
175,000 common stock options and 0 warrants cancelled or expired. Cancellations are, in general, due to employee terminations prior
to the common stock option being fully vested. Expirations are due to common stock options not being purchased prior to the stated
expiration date.
On May 15, 2012, the Company granted 850,000 incentive stock options
to an officer, Robert Grover. The expected volatility rate of 223.62% calculated using the Company stock price over the period
beginning June 1, 2009 through date of issue. A risk free interest rate of 0.38 % was used to value the options. The options were
valued using the Black-Scholes valuation model. The total value of this option was $46,175. The options vest over a three year
period and are exercisable at $0.06 per share which represents the fair market value at the date of grant in accordance with the
2009 Equity Incentive Plan. As of December 31, 2013, $18,266 of the total value of the option was expensed.
On August 24, 2010, the Company granted 133,930 incentive options
to an employee. These options were issued as additional incentive compensation. The options were valued using the Black-Scholes
valuation model. The shares have an expected volatility rate of 109.70% calculated using the Company stock price for a two-year
period beginning August 25, 2010. A risk free interest rate of .39% was used to value the options. The options vest over a three
year period and are exercisable at $.70 per share which represents the fair market value at the date of grant in accordance with
the 2009 Equity Incentive Plan. As of September 30, 2013, $100 of the total value of the option was expensed, which satisfies the
total incentive option grant expense.
On August 23, 2010, the Company granted 50,000 options to a consultant.
These options were issued to the consultant due to exemplary performance. The shares have an expected volatility rate of 109.81%
calculated using the Company stock price for a two-year period beginning August 23, 2010. A risk free interest rate of .37% was
used to value the options. The options were valued using the Black-Scholes valuation model. The total value of these options was
$11,988. The options vest over a three year period, contain a number of performance conditions and are exercisable at $.71 per
share which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan. As of December
31, 2013, $1,290 of the total value of the option was expensed, which satisfies the total incentive option grant expense.
On June 24, 2010, the Company granted 800,000 incentive options
to a select group of employees. These options were issued as incentive compensation to the employees. The options were valued using
the Black-Scholes valuation model. The options have an expected volatility rate of 114.06% calculated using the Company stock price
for a two-year period beginning June 24, 2010. A risk free interest rate of 0.48% was used to value the options. The total value
of these options was $258,170. The options vest over a three-year period and are exercisable at $.55 per share which represents
the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan. As of December 31, 2013, $5,110 of
the total value of the option was expensed, which satisfies the total incentive option grant expense.
On June 17, 2010, the Company granted 300,000 incentive stock options
to an officer. These options were issued as incentive compensation to the officer. The options were valued using the Black-Scholes
valuation model.
The options have an expected volatility rate of 113.82% calculated using the Company stock price for a two-year
period beginning June 17, 2010. A risk free interest rate of .53% was used to value the options. The total value of these options
was $92,897. The options vest over a three year period and are exercisable at $.60 per share, which represents the fair market
value at the date of grant in accordance with the 2009 Equity Incentive Plan. As of September 30, 2013, $3,387 of the total value
of the option was expensed, which satisfies the total incentive option grant expense.
August 1, 2013, the company granted 60,000 incentive options to
an employee. These options were issued as incentive compensation to the employee. The options were valued using the Black-Scholes
valuation model. The
options have an expected volatility rate of 289.05% calculated using
the Company stock price for a two-year period.
A risk free interest rate of 0.24% - 0.50% was used to value the
options. The total value of these options was $3,492. The options vest over a three-year period and are exercisable at $.05 per
share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan. As of December
31, 2013, $537 of the total value was expensed.
On August 16, 2013, the company granted 120,000 incentive options
to an employee. These options were issued as incentive compensation to the employee. The options were valued using the Black-Scholes
valuation model. The options have an expected volatility rate of 289.19% calculated using the Company stock price for a two-year
period.
A risk free interest rate of 0.27% - 0.80% was used to value the
options. The total value of these options was $5,798. The options vest over a three year period and are exercisable at $.05 per
share, which represents the fair market value at the date of grant in accordance with the 2009 Equity Incentive Plan. As of December
31, 2013, $746 of the total value was expensed.
August 16, 2013, the company granted 30,000 in warrants to an independent
contractor. These warrants were issued for additional compensation for services to the independent contractor. The warrants were
valued using the Black-Scholes valuation model. The warrants have an expected volatility rate of 288.87% calculated using a six
month stepped strike price. Thirty thousand shares at a strike price of $.10 for months 0-6, $.15 for months 7-12, and $.20 for
months 13-18. A risk free interest rate of 0.29% was used to value the options. The total value of these warrants were valued and
expensed at $1,479, which satisfies the total warrants expense.
NOTE 15 - SUBSEQUENT EVENTS
On September 30, 2013, we entered into a Promissory Note in the
amount of $260,000 with one of our board members, payable with interest at 10% per annum, in cash on or before November 29, 2013.
The Promissory Note funded payables and other corporate purposes of borrower. This note is secured by that certain license agreement
and other agreements between borrower and Kindle Education, now Creya Learning, originally entered into in 2011.
A long-term Convertible Promissory Note was executed on January
8, 2014 that replaces the September 30, 2013, payable with interest at 8% per annum on or before January 8, 2017.
On January 22, 2014, we entered into a Promissory Note in the amount
of $200,000 with one of our board members, payable with interest at 15% per annum. The principal and interest on the unpaid principal
amount of this Note, or any portion thereof, shall be paid in full in cash on or before April 30, 2014. This Note is secured by
the Catapult Learning (formerly Edison Schools) Purchase Order, number NA1314-001 received on January 16, 2014 for the sum of approximately
$205,235 as collateral.
The Board of Directors of PCS Edventures!.com, Inc. (the “Company”) has accepted the resignation
of Dehryl Dennis as a member of the board of directors of the Company. Mr. Dennis’ resignation is effective as of February
1, 2014. On January 31, 2014, The Board of Directors of PCS Edventures!.com, Inc. (the “Company”) appointed Britt Ide
to our Board of Directors.