UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number: 000-49990

PCS Edventures!, Inc.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (208) 343-3110

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock - No Par Value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒.

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. 

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

Indicate by check mark whether the Registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7362)b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

On September 30, 2025, the last business day of the Registrant’s completed second quarter, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was $8,216,915 based upon 4,777,276 shares of common stock of the Registrant being then owned by such persons, and based upon the closing price of the Registrant’s common stock on the OTC Markets Group, LLC (the “OTC Markets”) “QB Tier” under the trading symbol “PCSV” of $1.72 per share.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: As of June 26, 2026, the Registrant had 9,677,071 shares of common stock outstanding.

Forward-Looking Statements

When used in this Annual Report on Commission Form 10-K, the words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although management believes that the assumptions underlying the forward-looking statements included in this Annual Report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless otherwise required by applicable law, we do not undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events, or circumstances after the date of such statement. 

Cautionary Statement

Summaries of all agreements or other documents referenced herein or attached hereto by Hyperlink in Part IV, Item 15, and incorporated herein by reference or otherwise, do not purport to be all inclusive of the terms, conditions and other provisions of such agreements or documents, and accordingly, all such summaries are modified in their entirety to the referenced and Hyperlinked respective agreements or documents in Part IV, Item 15 hereof.

Documents Incorporated by Reference

See Part IV, Item 15.

TABLE OF CONTENTS

PART I

Item 1. Business.

History and Organization

PCS Edventures!, Inc., an Idaho corporation (“PCS,” the “Company,” “we,” “our,” “us,” and words of similar import), was originated under the laws of the State of Idaho on August 3, 1994, as “PCS Education Systems, Inc.” On March 27, 2000, we changed our name from “PCS Education Systems, Inc.” to “PCS Edventures!.com, Inc.”; and on August 31, 2015, we changed our name from “PCS Edventures!.com, Inc.” to “PCS Edventures!, Inc.” PCS Edventures!, Inc. is our current company name.

On February 18, 2016, we announced the completion of an asset purchase of Thrust-UAV, a privately-held company focused on drone technology.

On March 27, 2017, the Company filed a Form 15-12g with the United States Securities and Exchange Commission (the “Commission”) whereby, under Rule 12g-4(a)(1) and Rule 12h-3 (b)(1)(i), it terminated its duty to file reports with the Commission.

Effective December 31, 2017, the Company’s Executive Vice President, Director, and highest-ranking operations officer, resigned to pursue other interests. Given his tenure at the Company of over 20 years and his position at the time of his departure, this effectively caused a change in executive leadership at the Company. On January 1, 2018, Michael J. Bledsoe, then Vice President and Treasurer, and a Director, was appointed to assume responsibility for the operational oversight of the Company. On April 23, 2018, he was promoted to President, a position he currently holds. Todd R. Hackett was Chairman of the Board and CEO at the time of this transition and remains in those positions with the Company.

The Company’s Board of Directors determined that it was in the best interests of the shareholders of the Company to register its common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and return to its former status as a “fully-reporting” entity with the Commission given the Company’s improved financial condition and management’s desire to improve the Company’s reporting quality to shareholders. Accordingly, the Company filed a Form 10 Registration Statement with the Commission on October 3, 2023, which became effective December 4, 2023 (the “Form 10 Registration Statement”).

On January 22, 2025, the Board of Directors appointed Sean P. Iddings to the Board of Directors, bringing the Board members to three (3) Directors.

On April 10, 2025, the Board of Directors announced that it had authorized a share repurchase program allowing the Company to repurchase up to 10 million shares (pre-reverse split) of its common stock over the next three (3) years. The post-reverse split amount of the share repurchase program is 833,334 shares of common stock.

On September 15, 2025, the Company announced the appointment of Suzanne DeZego as its Chief Operating Officer.

On March 23, 2026, the Company filed a Definitive 14C Information Statement with the SEC (the “Definitive 14C”), announcing a Special Meeting of Shareholders to be held on April 20, 2026, to vote on a one (1) for 12 reverse stock split and reducing our 125,000,000 authorized shares of common stock to 12 million shares. The Board of Directors held a majority of our outstanding shares and indicated their intent to vote in favor of the proposals in the Definitive 14C. The reverse split became effective May 4, 2026, before the filing of this fiscal year 2026 10-K Annual Report (the “Annual Report”). Consequently, all share metrics contained in this Annual Report will use the post-reverse split share numbers, unless otherwise notated.

The share repurchase program announced on April 10, 2025, allows up to 833,334 shares to be repurchased. As of March 31, 2026, the Company has repurchased 481,561 shares under this program.

Overview

The Company specializes in creating experiential, hands-on, transitional kindergarten through 12^th grade (TK-12) STEM (Science, Technology, Engineering, and Math) education products and curriculum. “STEM” is often abbreviated as STEAM – Science, Technology, Engineering, Arts, and Math – to include the arts. We use the terms STEM and STEAM interchangeably throughout this Annual Report and make no significant distinction between the two (2) terms. Through our acquisition of Thrust-UAV, we have developed educational drones and drone curriculum. Our customers include schools and school districts from the collegiate to transitional kindergarten level, and providers of out-of-school programming, which include after-school programs, military education programs, home-schooling programs, summer programs, and corporate outreach programs. We sell predominately in the United States and sell into nearly every state in the nation. We have a few international customers, but revenue from customers outside of the United States is not material, and we do not focus our sales efforts on international markets at this time.

Our products facilitate STEM education by providing engaging activities that demonstrate STEM concepts and inspire further STEM studies, with the goal of ultimately leading students to pursue STEM career pathways. Due to our exceptionally detailed curriculum, our products are easy to teach and do not require a teaching degree or experience to administer.

PCS’ educational products are developed from both in-house efforts and contracted services. They are marketed through reseller channels, direct sales efforts, partner networks, and web-based channels.

Products

PCS has developed and sells a variety of STEM education products into the TK-12 market, which can be categorized as follows:

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

Distribution Methods of Products

The Company sells its products directly to customers and through resellers. The Company kits all of its products at its Meridian, Idaho, facility and ships the products directly to customers. Resellers do not typically inventory the Company’s products, and the Company “drop ships” its products directly to the resellers’ customers. Trainings and Professional Development sessions are conducted either at the Company’s facilities or at the customer’s location, depending on the desires of the customer. Customers can buy from the Company’s website, from a reseller’s website, or by presenting the Company with a valid purchase order.

Competition

The STEM education market is not well defined and is very fragmented. Our products experience competition from multiple angles. Most schoolteachers with exposure to STEM can create their own lesson plans, using their own materials, to emulate the educational benefits of using the Company’s products, at a fraction of the cost. The value proposition of our products is less compelling in a budget-constrained environment, as cost becomes an overriding factor in many such cases. Additionally, there are several sources of free and inexpensive curriculum that teachers can use to help them deliver STEM educational concepts similar to those experienced by the users of our products.

In addition to competition at the local level, many of our products face competition from similar products produced by multinational companies that have significant advantages over us in terms of financial resources, human resources, brand loyalty, supply-chain costs, and global reach. While many of these companies primarily target the toy industry, their sheer size and cost advantages allow them to easily breach the education market with their products. In this regard, the Company competes directly with Lego, Robolink, Fischertechnik, K’Nex (acquired by Basic Fun), and Vex IQ, among many others.

There are numerous for-profit companies of various sizes that develop and sell STEM educational products. A good example is Teacher Created Materials, a company headquartered in Huntington Beach, California. They are very similar to our Company and much larger.

We also compete against non-profit organizations, such as Project Lead The Way, who have a mission to promote and implement STEM education. The programs they provide can be free, subsidized, government-sponsored, rigorously developed, and/or heavily promoted, creating intense competition for our products and services.

While there may be several characteristics that differentiate our Company’s products from those of our competition, all of us are competing for a finite market. There are several potential solutions to STEM education demand and, oftentimes, companies can achieve a first-mover advantage by developing a relationship with a customer or distributor, and integrating their suite of products and services into the supply chain before we can showcase our offerings.

We believe that we have a competitive advantage in curriculum development. We employ STEM teachers who, through experience, understand the environment that educators operate within and the unique challenges they face, and we develop our curriculum with the educator in mind for an easy, successful, and consistent implementation. Many of our competitors’ products focus on the product or the student, with the educator left to figure out the details of implementation.

Manufacturing, Supplies, and Quality Control

Our Enrichment Programs contain several types of materials, kitted in a box. There is no manufacturing involved in the creation of our final product in the Enrichment Program category. Nearly all materials used are non-proprietary and commercially available. The materials are mostly consumer discretionary (paper, crayons, pencils, tape, yarn, etc.) and sourced from a variety of vendors, some of which are located outside of the United States. Some of our Enrichment Programs contain proprietary products from other companies, commercially available, and the Company maintains close relationships with these suppliers. The final creation of the product via kitting and packaging is done at our warehouse facility in Meridian, Idaho. This includes the printing of the curriculum. All curriculum development oversight is performed at our corporate facility, also in Meridian, Idaho, but separate from our warehouse facility.

We have been working closely with our vendors located outside of the United States to determine the impact of any tariff on our transactions. Most vendors pass a portion of the tariff amount onto their customers, including us. In some cases, we have negotiated to split the tariff amount with the vendor. Tariffs are a relatively new development, and we are proactively assessing the impact of them on our costs.

Our Discover series of products contains some proprietary products designed by our Company and manufactured abroad as well as non-proprietary, commercially available products. Most of our Discover series of products are comprised of other companies’ final products, combined with our curriculum. Our RubiQ education drone is a proprietary product of the Company and is the main component in Discover Drones. The RubiQ education drone’s components are manufactured abroad and quality-controlled at our corporate facility. The final creation of the product via kitting and packaging is done at our warehouse facility in Meridian, Idaho. This includes the printing of the curriculum. All curriculum development oversight is performed at our corporate facility, also in Meridian, Idaho, but separate from our warehouse facility.

Our BrickLAB products contain proprietary plastic building bricks (that are Lego compatible) manufactured for us by a long-time vendor with manufacturing facilities in South Korea. The final creation of the product via kitting and packaging is done at our warehouse facility in Meridian, Idaho. This includes the printing of the curriculum; and all curriculum development oversight is also performed at our corporate facility.

The STEAMventures BUILD Activity Book was developed at our corporate facility. The final creation of the product via kitting and packaging is done at our warehouse facility. This includes the printing of the curriculum; and all curriculum development oversight is also performed at our corporate facility.

Sources and Availability of Raw Materials and Names of Principal Suppliers

Raw material procurement became more challenging in the immediate aftermath of the Covid-19 pandemic. Backlogs created availability problems for a few items, while shipping congestion significantly delayed shipment of many items from time to time, and prices of nearly all items increased materially.

Supply chains recovered as the Covid-19 pandemic receded, but tariff activity by the U.S. again complicated supply chain management. Consequently, we experienced moderate inflation in the materials we use in our final products.

The recent closure of the Strait of Hormuz has again elevated inflationary expectations. While we have experienced only modest raw materials cost increases, we expect that this could accelerate the longer the Strait remains closed.

With few exceptions, we can generally source materials from multiple vendors, although the pricing from different vendors varies considerably. Thus, supply problems that we experience generally do not impair our business from functioning. However, supply problems that cause us to procure from higher-priced sources negatively affect our gross margins as we cannot adjust our prices as quickly as the prices of our raw materials increase.

In response to these challenging environments, we have raised prices on selected items every year to reset our margins back to desirable levels after price increases of inputs. Additionally, we buy in bulk to achieve better pricing, and we have increased general inventory levels. While we purchase from numerous vendors, below are our most used vendors by dollar volume:

Dependence on One or a Few Major Customers

During Fiscal Year 2026, we had four (4) major customers who each accounted for at least 5% of sales and who, when aggregated, accounted for 22.8% of sales. The details of sales from our major customers are below:

Customers B and C are resellers. The sales from reseller customers represent the aggregation of many purchase orders each of these customers placed with us throughout the year. Our reseller customers place an order with us when their customer orders our product from them. This cycle recurs numerous times throughout any given year.

We work closely and frequently with our larger customers to ensure that they are receiving the value proposition and service from us they require to continue doing business with us. We would categorize our relationship with these customers as excellent and do not believe that there is a risk to any of these relationships over the next year.

We believe that the risk of losing any one (1) of these customers is small, and we are actively, and successfully, soliciting larger customers to diversify our current customer concentration. While we believe the risk of losing any one (1) of these major customers over the next year is small, the loss of any two (2) of these customers, without similar replacement, would pose a significant risk to the financial health of the Company.

Seasonality of Business

Our business is subjected to strong seasonal patterns during any given year, with our busiest period coinciding with summer learning and the planning leading up to providing summer programs (January through July). The period between Thanksgiving and the New Year is our slowest time, coinciding with the holiday season, as most schools observe the holidays with significant time off during this period. The table below demonstrates this seasonality:

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

We do not have any designs or equipment which are patented, registered trademarked, or licensed.

Research and Development Costs During the Last Two Fiscal Years

We currently expense our costs under a general operating expense category instead of capitalizing any research and development expenses.

Employees

As of March 31, 2026, we had 28 full-time employees and one (1) part-time employee.

Growth Plan

Our primary focus is to continue penetrating the U.S. market with our current product line as we feel the market is large relative to our current market share and receptive to our value proposition of high-quality, easily implemented, hands-on STEM programs. We are actively pursuing larger customers who can implement our programs at multiple sites, recognizing that some unique product development may be required for these sales. We intend to develop new products and to enhance our current product line based on market feedback we receive, both solicited and unsolicited, and based on developments within our market. We intend to further develop and enhance our educational drone product line, and we are prepared to compete intensely in this product category, as we believe that 1), our curriculum offers us a competitive advantage in this space, and 2), the educational drone market is nascent and is expected to continue to grow significantly.

In response to new policies on education by the new administration, we are embarking on two (2) new initiatives that complement our current strategies. The first initiative is to align our products more closely with state and standards and quality guidelines, especially where such a conversion is easy. In the past, we have aligned our products closer to national standards and quality guidelines (than state standards) for the following three (3) reasons:

1. Many of the programs we serve receive their funding from federal grants;

2. When state standards are relevant, they are loosely applied to out-of-school-time programs; and

3. There is considerable overlap between federal standards and many of the state’s standards.

Given the administration’s vocal desire to return education administration to the states, we believe that if it is successful in that endeavor, then paying more attention to state-level priorities will enhance the competitiveness and attractiveness of our products. This includes the Career and Technical Education (“CTE”) space, which is well-funded.

The second initiative is to provide evidence that our products accomplish certain desired educational outcomes. Many of the opportunities that we see that are sponsored by a state entity require evidence-based solutions. We anticipate that the evidence-based requirement will grow over time, so we have commissioned studies to be conducted on our Drone Pathways and Bugs & Slugs. We expect to have the results from these studies later this summer. In December of 2026, we plan to commission similar studies for our Content Creators and AI Innovators products.

Regulation and Environmental Compliance

Presently, none of our products are in highly regulated industries.

Need for any Governmental Approval of Principal Products or Services

No products presently being manufactured or sold by us are subject to prior governmental approvals. Notwithstanding the forgoing, the educational drone market is relatively new and undergoing significant regulatory evolution. We stay current on these regulatory developments and help our customers understand and comply with new regulations. 

Effect of Existing or Probable Governmental Regulations on the Business

Our Form 10 Registration Statement became effective 60 days after filing with the Commission (December 4, 2023, by reason of the 60^th day being a Saturday), at which point our securities became registered pursuant to Section 12(g) of the Exchange Act. Issuers with securities registered under Section 12(g) are subject to numerous regulatory requirements under the Exchange Act. For example, we are subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members appointment, compensation, and oversight of the work of public companies’ auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require that we provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14 of the SEC; preliminary copies of this information must be submitted to the Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

With the effectiveness of our Form 10 Registration Statement, we also became required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; changes in executive officers and directors; and bankruptcy) in a Current Report on Form 8-K.

We do not hold any intellectual property rights. While we use reasonable efforts to protect our trade and business secrets, we cannot assure that our employees, consultants, contractors, or advisors will not, unintentionally or wilfully, disclose our trade secrets to competitors or other third parties. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods, and know-how. If we are unable to defend our trade secrets from others use, or if our competitors develop equivalent knowledge, it could have a material adverse effect on our business. Any infringement of our proprietary rights could result in significant litigation costs, and any failure to adequately protect our proprietary rights could result in our competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Existing patent, copyright, trademark, and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. Therefore, we may not be able to protect our proprietary rights against unauthorized third-party use. Enforcing a claim that a third party illegally obtained and is using the Company’s trade secrets could be expensive and time-consuming, and the outcome of such a claim is unpredictable. Litigation may be necessary in the future to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion of resources and could materially adversely affect our future operating results.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to respond to this Item.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Processes for assessing, identifying, and managing material risks from cybersecurity threats are conducted in-house, with the help of analytics and notifications that are built-in to our third-party tools. These processes include:

Identified cybersecurity risks are reported to IT, where they are assessed and responded to. Any actions taken or cybersecurity incidents identified are reported to the Director of Technology. Qualifications for these individuals include prior experience, education, and/or training in cybersecurity.

Item 2. Properties

We own no real properties. Our corporate headquarters are located at 941 S. Industry Way, Meridian, ID 83642, where we occupy 5,016 square feet of office space under a triple net lease which began October 21, 2024, with a monthly rental amount that started at $5,225, not including the triple net amounts, and escalates by 3% each December starting with December 1, 2025, through the end of the lease on November 30, 2029.

Our R&D and warehouse facility is located at 1135 N. Hickory Ave, Suite 130, Meridian, ID 83642, where we occupy 20,880 square feet of warehouse space under a triple net lease which began October 1, 2024, with a monthly rental amount that started at $15,660, not including the triple net amounts, and that escalates by 3% each December starting with December 1, 2025, through the end of the lease on November 30, 2029.

Item 3. Legal Proceedings

There are no pending legal proceedings to which we are a party or of which any of our properties are the subject.

Item 4. Mine Safety Disclosures

None; not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Since August 1, 2001, our common stock has been quoted in the OTC Markets under the symbol “PCSV.” Our common stock was traded on the OTC Markets “Pink Tier” until June 2, 2025, at which time it began trading on the OTC Markets “QB Tier.” Any OTC Markets quotations for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily reflect actual transactions.

The following table summarizes our common stock quote history as provided to us by the OTC Markets:

Holders

As of March 31, 2026, we had 9,707,960 shares of our common stock outstanding, and there were approximately 227 accounts of record; this number does not include an indeterminate number of stockholders whose shares may be held by brokers in street name. The Company also held 73,868 Treasury shares of its common stock as of March 31, 2026. These shares are not included in the outstanding shares calculation.

Dividends

We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no active equity compensation plans and no securities are authorized for issuance under equity compensation plans.

Performance Graph

As a smaller reporting company, we are not required to respond to this item.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

During the past three (3) fiscal years ended March 31, 2026, 2025, and 2024, the Company has not engaged in the sale of unregistered securities. Prior to the effective date of the one (1) for 12 reverse split, the Company paid Independent Direct Sean P. Iddings 20,000 shares of Rule 144 “restricted” common stock per quarter for his services as a Board member. After the effective date of the reverse split, the Company will pay Mr. Iddings 1,667 shares of Rule 144 “restricted” common stock per quarter for his services as a Board member.

Item 6. Reserved for Future Use.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

The following discussion should be read in conjunction with our financial statements contained in Part II, Item 8, Financial Statements, below, of this Annual Report.

Overview of Current and Planned Operations

PCS Edventures!, Inc. sells STEM/STEAM products to educational and recreational entities serving youth. Because the majority of our customers work in out-of-school-time settings, we have not attempted to align our products to fit in the classroom setting, until recently. Classroom curriculum must promote academic achievement through rigorous alignment with specific state standards to be considered for use. Each state has its own unique set of standards, making classroom curriculum development a state by-state endeavor.

On the other hand, out of school programs focus more broadly on the goals of engagement, career exploration and development of 21^st century skills. This difference makes it easier to penetrate out-of-school programs, as more freedoms exist for curriculum development. We focus our efforts on these out-of-school programs, which include summer school, summer camps, YMCA programs, Boys and Girls club programs, and various other programs offered outside of the classroom, at all times of the year, that are too numerous to list. Oftentimes, these programs are sponsored, administered, and/or supported by local school districts, and we employ considerable efforts to build relationships with these types of school districts to provide desired programming for their out-of-school programs. The majority of the time, the out-of-school programs offered are funded with grants; however, some programs are run on a for-profit basis. The Company sells to all of these types of entities.

However, given the administration’s stated goals of removing federal influence and administration from education, and returning those functions to the states, we are now considering which of our products would be adaptable to the educational standards of certain larger states. We intend to continue to weigh state-level priorities much more heavily in the development of future products as well. We view a transition from federal dominance to state dominance of the application of educational standards to curriculum as likely, albeit over a long-time frame, and we are adapting our product development to this change in our market.

Market feedback also indicates that products that have evidence of their effectiveness are increasingly being demanded, especially in state-funded programs and larger programs. While we maintain a library of the evidence we have accumulated about the outcomes one can expect when using our products, and while this library of evidence has helped us win larger orders, we believe that expanding this library and upgrading the tiers of evidence we have will produce meaningful benefits for future sales.

We have engaged various firms to help us generate more compelling evidence of our products’ effectiveness. We are early in this process, but we intend to substantially build out our library of evidence of our products’ effectiveness.

The course we take to accomplish this endeavor will depend on our experiences with these early initiatives.

We offer professional development training for instructors using our products, and typically charge a fee for this service, with the fee primarily covering our expenses. Management does not view this service as a profit center, but rather 1) a customer service component of our product that adds to its uniqueness and value in the marketplace and 2) as a market development endeavor to build out the Company’s addressable market.

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

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

Results of Operations

Revenue

For the year ended March 31, 2026, our revenue was $6,349,761 compared to $7,421,228 for the year ended March 31, 2025. There were five (5) factors that negatively impacted our revenue in fiscal year 2026 versus that in fiscal year 2025.

The Company has been soliciting larger customers for over four (4) years and has seen some success until fiscal year 2026. The table below shows customer transactions by size for the periods indicated.

Number of Customer Transactions by size

While we continue to find success increasing customer revenue sizes below the $50,000 threshold, the relationships larger than that were more elusive during fiscal year 2026.

Cost of Sales

For the year ended March 31, 2026, our cost of sales was $2,509,692, or 39.5% of revenue. For the year ended March 31, 2025, our cost of sales was $2,983,940, or 40.2% of revenue.

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

Factors affecting cost of sales include:

For the year ended March 31, 2026, reseller sales were 16.1% of total revenue as compared to 21.4% for the year ended March 31, 2025. The lower reseller revenue, as a percentage of total revenue, for fiscal year 2026 versus fiscal year 2025 was the primary factor behind the lower cost of sales, as a percentage of revenue, for fiscal year 2026 versus fiscal year 2025.

Operating Expenses

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

Prior to January 1, 2026, the Company had a discretionary quarterly bonus program based on qualified revenue. Qualified revenue was defined as revenue where there were no reseller fees or other price adjustments associated with that revenue. Thus, all reseller sales were disqualified from the discretionary quarterly bonus calculation, as were other miscellaneous transactions where the Company did not receive a full margin.

Beginning January 1, 2026, the Company modified the formula for its quarterly bonus program to be 10% of income before interest and taxes. Thus, quarterly bonuses depend on profitability, not revenue. Management believes that this new bonus program formula better aligns employee incentives with shareholder interests.

Also beginning January 1, 2026, the Company initiated a Simple IRA program. Employees can withhold a percentage of their income each pay period which is deposited into an IRA for the employee. The company matches the first 3% of employee income contributions. Management believes that this program helps retain employees.

During quarters with higher profitability, salaries and wages will increase all other things equal.

Salary and wages were $2,205,008 for the year ended March 31, 2026, compared to $1,914,941 for the year ended March 31, 2025. As of March 31, 2026, we had 28 full-time employees. As of March 31, 2025, we had 25 full-time employees.

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

Most of these expenses are not strongly correlated with changes in revenue, but they tend to increase over time. General and administrative expenses were $1,418,083 for the year ended March 31, 2026. For the year ended March 31, 2025, general and administrative expenses were $1,386,177. While most expenses increased, we experienced significant decreases from two (2) areas.

In late October and early November of 2024, we ended our lease on our 10,000 square foot combined warehouse and office facility, and entered into two (2) new leases - a 20,880 square foot warehouse and R&D facility, and a 5,016 square foot corporate office facility. The expenses associated with those moves, which were part of the general and administrative expenses in fiscal year 2025, were not present in fiscal year 2026.

Our tax expenses for fiscal year 2026 were $32,056 versus $153,041 in fiscal year 2025. The decrease is primarily attributable to significantly lower taxable income in the current year compared to the prior year. Additionally, the state income tax payments for fiscal year 2025 included approximately $88,000 related to underpaid state estimated taxes from the fiscal year ended March 31, 2024. Fiscal year 2024 was an exceptionally strong year financially, and the state estimated tax payments made during that year were insufficient to fully cover the ultimate tax liability due upon filing. As a result, a substantial portion of the taxes paid during fiscal year 2025 related to the prior year liability rather than current year operations.

Total Operating expenses for the year ended March 31, 2026, were $3,623,091, compared to $3,301,118 for the year ended March 31, 2025.

Other Income:

Other income for the years ended March 31, 2026, and 2025, was entirely comprised of net interest income. The Company invests surplus cash in a Vanguard money market fund that invests exclusively in repurchase agreements and short-term U.S. government securities. The ticker symbol of this fund is “VMFXX.” Interest accrues daily and is paid monthly.

For the year ended March 31, 2026, other income was $104,477. For the year ended March 31, 2025, other income was $127,930. Average account balances in our savings account and interest rates were lower in fiscal year 2026 versus those in fiscal year 2025, which accounts for the decline in interest income.

Net Income Before Tax

For the year ended March 31, 2026, net income before tax was $321,455 versus $1,211,263 for the year ended March 31, 2025. The Company experienced a lower sales level in fiscal year 2026 versus that of fiscal year 2025, which largely accounts for the difference in net income before tax for these two periods. Operating expenses in fiscal year 2026 were also higher than those for fiscal year 2025 due to increased employee expenses.

Taxes

The Company has significant net operating losses which arose due to past losses. At March 31, 2026, the Company had net operating losses of approximately $7.7 million that may be offset against future taxable income. The federal net operating losses and tax credits expire in years beginning in 2030. The state net operating losses and tax credits expire in years beginning in 2027.

Prior to fiscal year 2023, the Company offset its potential tax benefit from the operating loss carry-forwards with a valuation allowance in the same amount. As it became clear that the Company will more likely than not use its tax loss carry-forward amounts, the valuation allowance was partially removed for the fiscal year ending March 31, 2023, such that the tax benefit recognized by us in fiscal year 2023 was $1,011,466. The valuation allowance was fully removed as of March 31, 2024, resulting in a tax benefit of $1,529,793 for fiscal year 2024. Once the valuation allowance was fully removed, a provision for income taxes was disclosed. For the fiscal year ending March 31, 2026, the Company’s provision for income taxes was ($68,273). For the fiscal year ending March 31, 2025, the Company’s provision for income taxes was ($317,235).

Net Income

For the year ended March 31, 2026, net income was $253,182 versus $946,865 for the year ended March 31, 2025.

Liquidity and Capital Resources

Cash Flow from Operations

For the year ended March 31, 2026, cash provided by operations was $96,440 compared to cash provided by operations of $2,520,966 for the year ended March 31, 2025. Several factors contributed to the decline in cash provided by operations from fiscal year 2025 to fiscal year 2026. The largest factors were net income decreased by $693,683; the provision for income taxes decreased by 209,952; and accounts receivable increased by $338,726 in fiscal year 2026 versus a decrease of $1,291,987 in fiscal year 2025;

As of March 31, 2026, total current assets were $5,631,022 and total current liabilities were $448,856, resulting in working capital of $5,182,166. As of March 31, 2025, total current assets were $5,918,984 and total current liabilities were $326,439, resulting in working capital of $5,592,545.

The Company had a current ratio as of March 31, 2026, of 12.5 compared to a current ratio of 18.1 as of March 31, 2025.

As of March 31, 2026, we had $2,674,538 in cash compared to $3,223,147 in cash as of March 31, 2025.

Cash Flow from Investing Activities

For the year ended March 31, 2026, cash used by investing activities was $18,730 compared to cash used by investing activities of $79,814 for the year ended March 31, 2025. We purchased warehouse and office equipment related to our move from one facility to two during fiscal year 2025. These expenses were absent in fiscal year 2026, which accounts for the decrease in cash used by investing activities.

Cash Flow from Financing Activities

For the year ended March 31, 2026, cash used by financing activities was $626,319. We made the following common stock repurchase transactions during fiscal year 2026, which accounts for this activity:

For the year ended March 31, 2025, cash used by financing activities was $547,713. We purchased 211,977 shares of our common stock for $2.58 per share, which accounts for this activity.

Off-Balance Sheet Arrangements

We had no Off-Balance Sheet arrangements during the years ended March 31, 2026, or 2025.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 8. Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of PCS Edventures!, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of PCS Edventures!, Inc. (the Company) as of March 31, 2026 and 2025, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex auditor judgments. We determined that there are no critical audit matters.

/s/ Haynie

Haynie
Salt Lake City, Utah
June 26, 2026

PCAOB #457   We have served as the Company’s auditor since 2019.

PCS EDVENTURES!, INC.

Balance Sheets

(Audited)

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

PCS EDVENTURES!, INC.

Statements of Operations

(Audited)

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

PCS EDVENTURES!, INC.

Statements of Stockholders’ Equity

(Audited)

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

PCS EDVENTURES!, INC.

Statements of Cash Flows

(Audited)

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

PCS EDVENTURES!, INC.

Notes to the Financial Statements

March 31, 2026

(Audited)