-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Py+s7botvEITUa8RxWX6wUqQYHzbdzQFO6OfbPf64p2dCO7OXsMkTGp6rzJI1dDT zrE9P5J9AghvCj0y8KVwYQ== 0001122020-07-000009.txt : 20070911 0001122020-07-000009.hdr.sgml : 20070911 20070817164647 ACCESSION NUMBER: 0001122020-07-000009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCS EDVENTURES COM INC CENTRAL INDEX KEY: 0001122020 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 820475383 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-49990 FILM NUMBER: 071065651 BUSINESS ADDRESS: STREET 1: 345 BOBWHITE COURT STREET 2: #200 CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 208-343-3110 MAIL ADDRESS: STREET 1: 345 BOBWHITE COURT STREET 2: #200 CITY: BOISE STATE: ID ZIP: 83706 10QSB 1 q607.htm QUARTERLY REPORT DATED JUNE 30, 2007               United States Securities and Exchange Commission

United States Securities and Exchange Commission

Washington, D.C.  20549


FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2007


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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 Identification No.)

incorporation or organization)

 


345 Bobwhite Court, Suite 200

Boise, Idaho 83706

(Address of Principal Executive Offices)


Issuer's Telephone Number:  (208) 343-3110


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.   Yes [X]  No [ ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ]  No [X]


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Not applicable.


Check whether the Registrant 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


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


35,359,480


August 3, 2007


Transitional Small Business Disclosure Format (Check One):  Yes [ ]  No [X]



PAGE 1



PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.


The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes.  In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Consolidated Balance Sheet


ASSETS

 

June 30,     2007

March 31,   2007

 

(unaudited)

(restated)

CURRENT ASSETS

 

 

Cash

 $        444,873

 $        47,763

Accounts receivable, (NET)

243,943

         126,750

Prepaid expenses

           9,892

           24,719

Deferred costs

           79,417

           49,277

Finished goods inventory (NET)

         144,802

         169,687

Other receivable

-

         106,959

Total Current Assets

      922,927

      525,155

 

 

 

FIXED ASSETS (NET) (Notes 3)

        62,402

        71,601

EDUCATIONAL SOFTWARE (NET) (Note 4)

              74,314        

        77,924

INTELLECTUAL PROPERTY (NET) (Note 5)

      173,150

      194,007

GOODWILL (Notes 6)

      485,238

      485,238

 

 

 

OTHER ASSETS

 

 

Deposits

            7,371

            7,371

Total Other Assets

          7,371

          7,371

TOTAL ASSETS

 $ 1,725,403

 $ 1,361,296




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




PAGE 2



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Consolidated Balance Sheet


LIABILITIES & STOCKHOLDERS’ EQUITY

 

June 30,    2007

March 31,  2007

 

(unaudited)

(restated)

CURRENT LIABILITIES

 

 

Accounts payable and other current liabilities

$   181,033

 $      230,331

Accrued compensation

36,839

           11,629

Payroll liabilities payable

7,223

            6,606

Accrued interest

-

           13,186

Accrued expenses (Note 7)

11,438

           23,087

Unearned revenue

196,856

         122,825

Notes payable - related party (Note 8)

-

         116,423

Notes payable (NET) (Note 9)

38,712

         258,455

Total Current Liabilities

472,101

      782,542

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 10)

 

 

 

 

 

STOCKHOLDERS' EQUITY (Note 11)

 

 

Preferred stock, no par value, 20,000,000    

authorized shares, no shares issued and

outstanding

                 -   

-

Common stock, no par value, 60,000,000

authorized shares, 35,363,399 shares issued

and outstanding

29,361,205

    28,386,057

Accumulated comprehensive loss

(7,429)

          (15,882)

Accumulated deficit

(28,100,474)

   (27,791,421)

Total Stockholders' Equity

1,253,302

578,754

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$1,725,403

 $ 1,361,296


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




PAGE 3



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Consolidated Statements of Operations

(unaudited)


 

For the Three Months Ended

 

June 30,

 

2007

 

2006

REVENUES

 

 

 

Lab revenue

$627,212

 

$510,333

License revenue

27,658

 

50,336

Total Revenues

654,870

 

560,669

 

 

 

 

COST OF SALES

332,374

 

243,668

 

 

 

 

GROSS PROFIT

322,496

 

317,001

 

 

 

 

OPERATING EXPENSES

 

 

 

Salaries and wages

214,876

 

219,209

Bad debt expense

64

 

-

Depreciation and amortization expense (Note 12)

41,510

 

397,193

Option/warrant expense

158,971

 

111,927

General and administrative expenses

210,035

 

272,837

Total Operating Expenses

625,456

 

1,001,166

 

 

 

 

OPERATING LOSS

(302,960)

 

(684,165)

 

 

 

 

OTHER INCOME AND EXPENSES

 

 

 

Interest expense

(3,783)

 

(5,016)

Interest income

2,235

 

553

Other income

-

 

14,582

Other expense

-

 

-

Loss on extinguishment of debt (NET)

(4,545)

 

-

Total Other Income and Expenses

(6,093)

 

10,119

 

 

 

 

NET LOSS

(309,053)

 

(674,046)

Foreign currency translation

8,454

 

3,343

NET COMPREHENSIVE LOSS

($300,599)

 

($670,703)

 

 

 

 

Basic Loss per Share

($0.01)

 

($0.02)

Weighted Average Number of Shares Outstanding

30,948,403

 

28,087,871


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




PAGE 4



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

 

For the Three Months Ended

 

June 30,

 

2007

 

2006

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net Loss

($309,053)

 

($674,046)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

Depreciation

31,559

 

19,028

Amortization of debt offering and capitalized costs

-

 

44,832

Stock and options issued for compensation

138,629

 

125,856

Stock and options issued for consulting services

-

 

40,861

Stock and options issued for board compensation

14,995

 

11,245

Amortization of debt discount

20,342

 

333,333

Changes in operating assets and liabilities:

 

 

 

(Increase) decrease in accounts receivable

(117,193)

 

191,198

Decrease in inventories

24,885

 

29,776

(Increase) decrease in deferred costs

(11,502)

 

7,578

(Decrease) in accounts payable and accrued liabilities

(800)

 

(182,366)

(Decrease) increase in interest payable

(9,933)

 

2,904

Increase (decrease) in unearned revenue

74,032

 

(22,831)

Decrease in other assets

75,647

 

17,490

Net Cash Provided (Used) by Operating Activities

(68,392)

 

(55,142)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Cash payment for notes receivable

-

 

(4,270)

Loss on sale of assets

-

 

3,758

Net Cash Provided (Used) by Investing Activities

-

 

(512)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Payments on notes payable

(219,742)

 

(89,990)

Proceeds from exercise of warrants

600,000

 

-

Proceeds from common stock and exercise of options

76,789

 

-

Net Cash Provided (Used) by Financing Activities

457,047

 

(89,990)

 

 

 

 

Foreign currency translation

8,454

 

3,343

Net Increase (Decrease) in Cash

397,109

 

(142,301)

Cash at Beginning of Year

47,764

 

297,239

Cash at End of Year

444,873

 

$154,938



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



PAGE 5



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows


 

For the Three Months Ended

 

June 30,

 

2007

 

2006

NON-CASH INVESTING & FINANCING ACTIVITIES:

 

 

 

None

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

Interest

$3,783

 

$5,016

Income taxes

-

 

-


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





PAGE 6



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

June 30, 2007 and June 30, 2006


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  The condensed consolidated financial statements include the results of PCS Edventures!.com, Inc. and its subsidiaries.  The subsidiaries include PCS School, Inc. and PCS LabMentors, LTD., which the Company acquired in October 1994 and November 2005, respectively. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financia l statements and presented on an unaudited basis.  Although management believes the disclosures and information presented are adequate not to make the information misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its March 31, 2007 Annual Report on Form 10-KSB, which is on file with the SEC.


The operating results for the three-month period ended June 30, 2007 and June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending March 31, 2008.


NOTE 2 - GOING CONCERN


The Company's consolidated financial statements are prepared using Generally Accepted Accounting Principals applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.   However, the Company does not have an established source of revenues sufficient to cover its current operating costs. The Company has recently increased its cash position and reduced its liabilities as compared to prior periods to assist in demonstrating its ability to continue as a going concern. In addition, the Company has accumulated significant losses during previous operating years.  All of these items raise substantial doubt about the Company's ability to continue as a going concern, but are partially offset by the recent improved cash and liability positions. Management's plans with respect to alleviating the adverse financial conditions, which may cause some doubt about the Company 's ability to continue as a going concern are as follows:


During the fiscal quarter ending June 30, 2007, the Company continued to strengthen its strategic alliances with fischertechnik® and Science Demo for further product development and enhancement to existing curriculum.  To date, the Company has continued to develop marketplace strategy for the US market, as well as the international market.  Furthermore, the management team is looking to strengthen product lines through marketing, development, and enhanced manipulative pairing over the next few months.


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 paragraphs 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.





PAGE 7



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

June 30, 2007 and June 30, 2006


NOTE 3 - FIXED ASSETS


Assets and depreciation for the period are as follows:


 

June 30, 2007

Computer/office equipment

 $               24,580

Server equipment

            91,965

   Accumulated depreciation

          (54,143)

Total Fixed Assets

 $               62,402

 

NOTE 4 - EDUCATIONAL SOFTWARE


Educational software was purchased by the Company as a part of the acquisition of 511092 N.B. LTD. and consists of internally developed education computer programs and exercises to be accessed on the Internet. In accordance with FAS 86, the costs associated with research and initial feasibility of the programs and exercises are expensed as incurred. Once economic feasibility has been determined, the costs to develop the programs and exercises are capitalized until they are ready for sale and access and are reported at the lower of unamortized cost or net realizable value. Capitalized program and exercise inventory are amortized on a straight-line basis over the estimate useful life of the program or exercise, generally 42 to 48 months. This educational software had a carrying value of $77,924 at March 31, 2007 with a total of $3,630 of related depreciation recognized during the three-month period ended June 30, 2007, with a resulting carrying value of $74,314 at June 3 0, 2007.


NOTE 5 - INTELLECTUAL PROPERTY


Intellectual property consists of capitalized costs associated with the development of the Internet software and delivery platform developed by PCS LabMentors to enable access to the various educational programs and exercises developed by the Company, as well as the PCS STEPS® program acquired during fiscal year 2007, see the section entitled "Status of any publicly announced new product or service" in the Annual Report on Form 10-KSB filed with the SEC on June 29, 2007.  In accordance with FAS 86, the initial costs associated with researching the delivery platform and methods were expensed until economic feasibility and acceptance were determined. Thereafter, costs incurred to develop the Internet online delivery platform and related environments were capitalized until ready for use and able to deliver and access the Company's educational programs and exercises. Costs incurred thereafter to maintain the delivery and access platform are expensed as incurred. These capitalized costs are being amortized on a straight-line basis over the estimated useful life of the Company’s delivery and access platform, which has been determined to be 60 months. This intellectual property had a carrying value of $194,007 at March 31, 2007.  Amortization recognized for the three-month period ended June 30, 2007 was $20,857, with a carrying value of $173,150 at June 30, 2007.





PAGE 8



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

June 30, 2007 and June 30, 2006


NOTE 6 - GOODWILL


The entire goodwill balance of $485,238 at June 30, 2007, which is not deductible for tax purposes due to the purchase being completed through the exchange of stock, is related to the Company's acquisition of PCS LabMentors in December 2005. Included within this amount of goodwill is $135,658 of costs associated with the acquisition. The capitalized costs are for accounting, consulting, and legal fees associated with the transaction. With the acquisition of PCS LabMentors, the Company gained LabMentors' significant interest in the technical college market and increased the products available to educational outlets. The Company also obtained the information technology and programming expertise of LabMentors' workforce, gained additional cost optimization, and gained greater market flexibility in optimizing market information and access to collegiate level sales.


The provisions of SFAS 142 require that a two-step impairment test be performed annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The first step of the test for impairment compares the book value of the Company to its estimated fair value.


We undertook an impairment review at the end of the fiscal year ended March 31, 2007.  After reviewing current operating losses and future growth potential of the subsidiary, the Company determined that no impairment was created. The basis for this determination included the growth of existing clients since the end of the fiscal year, conversations with potential customers for the upcoming year, the proven record since a bank account was established for the company to sustain operations for the foreseeable future, as well as the added economies of scale the subsidiary has added to the Company as a whole, including several technical performance enhancements supplied by LabMentors to supplement the core capabilities of PCS, such as creation of added internet service bandwidth and associated signal routing capabilities not known to the technical people at PCS; locating and managing a demonstration server on their system for a wide variety of PCS products; and assisti ng technical people from PCS and E2S in the creation and management of a server to host the PCS STEPS® product. In conclusion, the Company felt and still feels that LabMentors brought more than a cutting edge product to PCS, but the acquisition also brings vertical integration and technology not previously known by PCS.


NOTE 7 - ACCRUED EXPENSES


Accrued expenses are made up of credit card debt of $6,001, stock payable of $5,666, and a refund of Canadian sales tax at June 30, 2007, for a total of $11,438.


NOTE 8 - NOTES PAYABLE - RELATED PARTY


Notes payable - related party, including associated interest, was converted from debt to equity during the fiscal quarter ended June 30, 2007


NOTE 9 - NOTES PAYABLE


Notes payable are made up of the following at June 30, 2007:


Notes payable to a Canadian governmental agency bearing no interest, with payments due the 1st of each month, unsecured

 $               38,712

Total Notes Payable

 $               38,712




PAGE 9



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

June 30, 2007 and June 30, 2006


NOTE 10 – 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 expires in June 2012.


Fiscal Year

Monthly Obligation

2008

$10,050

2009

$10,350

2010

$10,650

2011

$10,950

2012

$11,250

Total

$639,000


Rent expense for the corporate offices was $22,025 and $21,750 for the quarters ended June 30, 2007 and 2006, respectively, under this lease arrangement.


The Company leases warehouse space close to its headquarters. The lease expires in February 2008. The monthly rental obligation is approximately $1,400 for total lease payments remaining of $11,200.  Rent expense was $4,312 and $2,096 for the quarters ended June 30, 2007 and 2006, respectively.


The Company leases office space for its subsidiary in Canada. This lease is a month-to-month lease that may be cancelled at any time. The monthly rental obligation is approximately $1,100. The Company intends to continue to lease this space on a month-to-month basis.  Rent expense was approximately $3,400 for the quarters ended June 30, 2007 and 2006.


b. Litigation


None, not applicable.


NOTE 11 - STOCKHOLDERS' EQUITY


The Stockholders' Equity Section increased during the quarter due to the following transactions:


During the quarter ended June 30, 2007, the Company issued 200,000 shares of common stock to Barron Partners, LP for the exercise of Warrant A at a per share price of $1.20.


During the quarter ended June 30, 2007, the Company issued 200,000 shares of common stock to Barron Partners, LP for the exercise of Warrant B at a per share price of $1.80.


During the quarter ended June 30, 2007, the Company issued 872 shares of common stock to an employee for the conversion of accounts payable valued at $1,116.


During the quarter ended June 30, 2007, the Company issued 371,877 shares of common stock to a member of our Board of Directions for the exercise of stock options at various prices per share, with a total value of $41,645.


During the quarter ended June 30, 2007, the Company issued 249,218 shares of common stock to a member of our Board of Directions for the exercise of stock options at various prices per share, with a total value of $34,144.




PAGE 10



PCS EDVENTURES!.COM, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

June 30, 2007 and June 30, 2006


NOTE 11 - STOCKHOLDERS' EQUITY (continued)


During the quarter ended June 30, 2007, the Company issued 418,628 shares of common stock to the Chairman and CEO, Anthony A. Maher for the exercise of stock options in exchange for payment of related-party debt and accrued interest at various prices per share, with a total value of $119,676.


During the quarter ended June 30, 2007, the Company issued 50,000 shares of common stock to J.G. Capital for the exercise of Warrant C at a per share price of $0.60.


During the quarter ended June 30, 2007, the Company issued 10,000 shares of common stock to an employee for the exercise of stock options valued at $1,000.


During the quarter ended June 30, 2007, the Company issued 6,667 shares of common stock to an employee for the conversion of accounts payable valued at $3,600.


During the quarter ended June 30, 2007, the Company issued stock options to purchase shares of common stock to its Board Members valued at $14,995.


During the quarter ended June 30, 2007, the Company expensed amounts related to the re-pricing of Warrants A and B in accordance with FAS 123(R) at a value of $20,342.


During the quarter ended June 30, 2007, the Company expensed amounts related to stock options previously issued in accordance with FAS 123(R) valued at $138,629.


Some of the transactions listed above were a result of the Company's adoption of SFAS 123(R)(see next paragraph).  The value of the stock options granted during the current quarter was properly accounted for under the stockholders' equity section because the Company's stock has no par value.


The Company accounts for stock-based employee compensation in accordance with SFAS 123(R) (revised 2004) "Share-Based Payment."  SFAS No. 123(R) requires employee stock-based compensation to be measured based on the fair value as of the grant-date of the awards and the cost is to be recognized over the period during which an employee is required to provide services in exchange for the award.  Historically, the company used the intrinsic method of valuation as specified in APB No. 25, "Accounting for Stock Issued to Employees" and related interpretations and accordingly no compensation cost had been recognized for stock options in prior years.  This pronouncement eliminates the alternative use of Accounting Principles Board (APB) No. 25, wherein the intrinsic value method of accounting for awards is used.  As a result of adopting the fair value method for stock compensation, all future awards and current awards vesting in future p eriods will be expensed over the stock options' vesting period as defined in its contract award.  The Company adopted this provision during the fiscal year ended March 31, 2007.


A summary of the status of the Company's outstanding stock options and warrants as of June 30, 2007 is presented below:


 

 

Weighted Average

 

Shares

Exercise Price

Outstanding, beginning of year

      10,321,790

 $                    0.98

Granted

          236,364

 $                    2.14

Expired/Cancelled

                   -   

                   -   

Exercised

       (2,525,890)

 $                    0.38

Outstanding, end of year

        8,032,264

 $                    1.10

 

 

 

Exercisable

        6,910,231

 $                    1.17



PAGE 11






 

NOTE 12 – DEPRECIATION AND AMORTIZATION EXPENSE


During the period ended June 30, 2006, the Company had depreciation and amortization expense of $397,193.  This amount was composed of depreciation related to fixed assets, as well as the amortization of Warrant A and Warrant B expense of $333,333.  The warrants were fully amortized as of September 30, 2006.  Thus, the decrease in depreciation and amortization expense during the period ended June 30, 2007 was due to the lack of the warrant amortization.  The full expense of $41,510 for the period ended June 30, 2007 was related to depreciation of fixed assets for the quarter.   


NOTE 13 - SUBSEQUENT EVENTS


None.





PAGE 12



Item 2.   Management's Discussion and Analysis or Plan of Operation.


Overview.


PCS Edventures!.com, Inc. (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"), which was later divested to focus our efforts on educational systems for use in classrooms instead of free standing learning centers.  In November 2005, we acquired PCS LabMentors, Ltd. based in Fredericton, New Brunswick, Canada, which is a wholly owned subsidiary of PCS Edventures!.com, Inc.


PCS LabMentors is the exclusive provider of a proprietary virtual lab technology, which is designed to provide hands-on experience to high school through college students studying a variety of technical topics. These technical topics include programming, network management, security, and operating systems. LabMentors' technology provides students with the ability to manage and configure any hardware/software platform remotely, through a proprietary client accessed remote server farm. Also embedded within the LabMentors system is a Learning Management System (LMS) that enables the delivery and tracking of curriculum and tasks to students. Using LabMentors' complete solution, any school or institution can offer advanced IT training topics in any number of areas such as Windows Server 3000®, Linux® system administration, and various other applications without the associated overhead of owning and managing various hardware platforms.

 

The Company is engaged in the business of developing and marketing educational learning labs bundled with related technologies and programs. Our products and technologies are targeted and marketed to public and private school classrooms for pre-kindergarten through college, after school market, and home school market.  Our products and technologies are delivered to each of these markets through an inventory of hardware, software, books (both developed in-house and from external sources), and Internet access. Our technologies and products are delivered to the home user through Internet access via a subscription based website.  Our products and technologies allow students ages 3 and up to explore the basic foundations of mechanical engineering, structures in architecture, robotics, mathematics, art, computer science, programming, and physical science.


The results of operations discussed herein are on a consolidated basis.


Foreign Currency Exchange Rate Risk.


The Company sells many products throughout the international market, as well as having operations in Canada as a result of the acquisition of LabMentors.  As a result, our statement of cash flows and operating results could be affected by changes in foreign currency exchange rates or weak economies of foreign countries. Working capital necessary to continue operating our foreign subsidiary are held in local, Canadian currency, with additional funds utilized through the parent company being held in U.S. dollars. Any gains or losses from the foreign currency translation are presented in our statements of operations. The LabMentors subsidiary is not a significant component of our business and as such the risk associated therewith is minimal.





PAGE 13



Results of Operations.


Operating Results - Overview.


The quarter ended June 30, 2007 resulted in a net loss of ($309,053) as compared to the net loss during the quarter ended June 30, 2006 of ($670,703).  This net loss is a decreased loss of ($361,650) or approximately fifty-four percent (54%) from the net loss for quarter ended June 30, 2006.  The Basic Loss per Share for the quarter ended June 30, 2007 is ($0.01), which is a $0.01 increase from the quarter ended June 30, 2006.  Earnings before interest, tax, depreciation, and amortization (EBITDA) for the quarter ended June 30, 3007 was a loss of ($107,024), for neither a loss nor a gain per share.  The EBITDA for the quarter ended June 30, 3006 was a loss of ($160,463), for a loss per share of ($0.01).  


Details of changes in revenues and expenses can be found below.


Three months ended June 30, 2007, compared to three months ended June 30, 2006.


Revenues for the three-month period ended June 30, 2007, increased to $654,870 or by approximately $94,201, or seventeen percent (17%) as compared to $560,669 for the three-month period ended June 30, 2006.  This increase was due to attendance by the sales team at additional conferences, added marketing material, and the addition of two personnel within the sales department.


Cost of sales for the three-month period ended June 30, 2007, increased by approximately $88,706, or approximately thirty-six percent (36%) to $332,374 as compared to $243,668 for the three-month period ended June 30, 2006.  This increase was due to an increase in sales and related commissions and costs of goods for materials within our learning labs.


Operating expenses for the three-month period ended June 30, 2007, decreased by approximately $375,710, or thirty-seven percent (37%) to $625,456 as compared to $1,001,166 for the three-month period ended June 30, 2006.  This decrease this fiscal quarter was due to the lack of amortization of the Barron Partners, LP notes payable in the first quarter of fiscal year 2007, which was fully amortized as of September 30, 2006.  This amount was partially offset by an increase in rent expense from the previous fiscal year and an increase in options and warrants expense due to FAS 123(R).


Interest expenses for the three-month period ended June 30, 2007, decreased to $3,783 as compared to $5,016 for the three-month, period ended June 30, 2006.  This decrease was due to the ability of the Company to meet its payable obligations and thus not incur additional interest on balances due to vendors.


Liquidity.


As of the quarter ended June 30, 2007, we had $444,873 in Cash, with total current assets of $922,927 and total current liabilities of $472,101.  We have an accumulated deficit of ($28,100,474) and shareholder’s equity of $1,253,302.


The Company has a current ratio of 1.95. The current ratio for the quarter ended June 30, 2006 was 0.52. The ratio indicates that we are able to meet most, if not all of our current obligations with the assets currently available to the Company.  The notes payable in the previous fiscal year that has since been paid in full or converted to equity contributed to the increase in our current ratio.  We have utilized the current ratio over a quick ratio due to the fact that most items in inventory are easily saleable should the need to liquidate arise.


The Company has working capital of $450,826 at June 30, 2007. The working capital amount indicates that our ability to pay current debt obligations through our current assets is favorable.  The working capital for the quarter ended June 30, 2006 was ($634,839).  This increase was due primarily to the notes payable in the previous fiscal year that has since been paid in full or converted to equity.




PAGE 14



Item 3A(T).   Controls and Procedures.


Management Annual Report on Internal Controls Over Financial Reporting 


On June 1, 2005, the Company's Audit Committee submitted for Board approval the following policies and procedure manuals: Accounting Policies and Procedures; Internal Control Procedures; and Sarbanes-Oxley Compliance. All three manuals were reviewed and unanimously approved by the Board of Directors. In addition to formalizing the Company's already existing policies, the Accounting Policies and Procedures and the Internal Control Procedures manuals include guidelines that offer an additional level of review of financial information. Due to the small accounting staff, the Company viewed this as an area for improvement. We believe that the approval and implementation of these policies with regard to disclosure controls and procedures are effective in timely alerting the Chief Executive Officer and the Chief Financial Officer to material information required to be included in our periodic reports that are filed with the Securities and Exchange Commission. It should be not ed 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.


As of the end of the period covered by this Quarterly 10-QSB Report, we carried out an evaluation, under the supervision and with the participation of our President and Audit Committee Chair, 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 effectively designed to ensure that information required to be disclosed or filed by us is recorded, processed or summarized, within the time periods specified in the rules and regulations of 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 control s, 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.


Changes in Internal Controls Over Financial Reporting


There have not been any changes over the internal controls for financial reporting during the fiscal quarter ended June 30, 2007.

    




PAGE 15



PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.


None; not applicable.


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


          Sales of Unregistered Securities During the Last Quarter.


 

Common

Preferred

Description

Shares

Amount

Shares

Amount

Employee (1)

                 872

         $      1,116

               -   

               -   

Board Member (2)

          371,877

41,645

               -   

               -   

Board Member (2)

          249,218

            34,145

               -   

               -   

Anthony A. Maher (3)

          418,628

           119,676

               -   

               -   

J.G. Capital (4)

            50,000

             30,000

               -   

               -   

Employee (1)

              6,667

               3,600

               -   

               -   

Employee (5)

            10,000

               1,000

               -   

               -   



(1) These shares were issued to an employee(s) for conversion of accounts payable at various prices.

(2) These shares were issued to a Board Member(s) for exercise of stock options at various prices.

(3) These shares were issued for conversion of principal and interest payable on related party debt through the exercise of options at various prices per share for a total value of $119,676.

(4) These shares were issued to a consulting firm after exercise of Warrant Form C.

(5) These shares were issued to an employee for exercise of stock options valued at $1,000.


We issued these securities to persons who were either "accredited investors," or "sophisticated investors" who, by reason of education, business acumen, experience or other factors, were fully capable of evaluating the risks and merits of an investment in our Company; and each had prior access to all material information about us. We believe that the offer and sale of these securities was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission and from various similar state exemptions, and with respect to the foreign investors, pursuant to Regulation S of the Securities and Exchange Commission.


Item 3.   Defaults Upon Senior Securities.


          None; not applicable.


Item 4.   Submission of Matters to a Vote of Security Holders.


          None; not applicable.


Item 5.   Other Information.


(a) None; not applicable.

 

(b) Nominating Committee

 

During the quarterly period ended June 30, 2007, there were no changes in the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

.





PAGE 16



Item 6.   Exhibits.


(i) Where Incorporated in this Report


Registration Statement on SB-2/A filed May 2, 2001, as amended.

Parts I, II

Registration Statement on SB-2/A filed March 13, 2006, as amended

Parts I, II

8K filed December 9, 2005 re: LabMentors

Part I

8K/A filed February 15, 2006 re: LabMentors

Part I

8K filed August 22, 2006 re: Amendment to Articles of Incorporation or Bylaws

Parts I, II

8K filed August 29, 2006 re: Amendment to Articles of Incorporation or Bylaws

Parts I, II

8K filed October 12, 2006 re: Amendment to Articles of Incorporation or Bylaws

Parts I, II


(ii) Other Exhibits


Exhibit No.

Description

21

Subsidiaries of the Company

31.1

302 Certification of Anthony A. Maher

31.2

302 Certification of Shannon M. Wilson

32

906 Certification


SIGNATURES


In accordance with Section 13 or 15(d) 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.


Dated:

August 14, 2007

 

By:

/s/Anthony A. Maher

 

 

 

 

Anthony A. Maher

 

 

 

 

CEO, President and Chairman of the Board of Directors


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 

 

 

 

 

Dated

August 14, 2007

 

By:

/s/Shannon M. Wilson

 

 

 

 

Shannon M. Wilson

 

 

 

 

Vice President, CAO and CFO

 

 

 

 

 

Dated

August 14, 2007

 

By:

/s/Donald J. Farley

 

 

 

 

Donald J. Farley

 

 

 

 

Secretary and Director

 

 

 

 

 

Dated

August 14, 2007

 

By:

/s/Cecil D. Andrus

 

 

 

 

Cecil D. Andrus

 

 

 

 

Director

 

 

 

 

 

Dated

August 14, 2007

 

By:

/s/Dehryl A. Dennis

 

 

 

 

Dehryl A. Dennis

 

 

 

 

Director

 

 

 

 

 

Date

August 14, 2007

 

By:

/s/Michael K. McMurray

 

 

 

 

Michael K. McMurray

 

 

 

 

Director




PAGE 17


EX-31 2 certificationaam.htm CERTIFICATION OF ANTHONY A. MAHER CERTIFICATION PURSUANT TO

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Anthony A. Maher, President and CEO of PCS Edventures!.com, Inc. (the "small business issuer"), certify that:


1.   I have reviewed this Quarterly Report on Form 10-QSB of the small business issuer;


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


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


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


a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Quarterly Report is being prepared;


b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and


c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and





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


a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and


b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.


Date:

August 13, 2007

 

By:

/s/Anthony A. Maher

 

 

 

 

Anthony A. Maher

 

 

 

 

President and CEO





EX-31 3 certificationsmw.htm CERTIFICATION OF ANTHONY A. MAHER CERTIFICATION PURSUANT TO

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Shannon M. Wilson, Vice President and Chief Financial Officer of PCS Edventures!.com, Inc. (the "small business issuer"), certify that:


1.   I have reviewed this Quarterly Report on Form 10-QSB of the small business issuer;


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


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


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


a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Quarterly Report is being prepared;


b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and


c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and





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


a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and


b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.


 

 

 

 

 

Date

August 13, 2007

 

By:

/s/Shannon M. Wilson

 

 

 

 

Shannon M. Wilson

 

 

 

 

VP and CFO





EX-32 4 certification906.htm 906 CERTIFICATION CERTIFICATION PURSUANT TO

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of PCS Edventures!.com , Inc. (the "Company") on Form 10-QSB for the period ending June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), We, Anthony A. Maher, President and CEO, and Shannon M. Wilson, CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:


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


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




Date:

August 13, 2007

 

By:

/s/Anthony A. Maher

 

 

 

 

Anthony A. Maher

 

 

 

 

President and CEO


 

 

 

 

 

Date

August 13, 2007

 

By:

/s/Shannon M. Wilson

 

 

 

 

Shannon M. Wilson

 

 

 

 

VP and CFO




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