8-K - PCSV - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: August 14, 2024

PCSEdventures!, Inc.

(Exact name of registrant as specified in its charter)

N/A

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

Idaho	000-49990	82-0475383
(State<br> or Other Jurisdiction<br><br> <br>Of<br> Incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> Number)

11915W. Executive Drive, Suite 101

Boise,Idaho 83713

(Address of Principal Executive Offices, Including Zip Code)

(208)343-3110

(Registrant’s Telephone Number, Including Area Code)

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

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Emerging growth company ☐

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

Section7 - Regulation FD

Item7.01 Regulation FD Disclosure.

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

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

Section9 - Financial Statements and Exhibits.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.	Description of Exhibit
99	Press Release dated August 14, 2024
104	Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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SIGNATURE

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

	PCSEdventures!, Inc.
Date:<br> August 14, 2024	By:	/s/ Michael J. Bledsoe
		Michael<br> J. Bledsoe
		President,<br> Director and Principal Financial Officer

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Exhibit99

FOR IMMEDIATE RELEASE

August 14, 2024

PCS Edventures! Reports Unaudited Results

For the First Quarter of Fiscal Year 2025

Boise,Idaho, August 14, 2024 — PCS Edventures!, Inc. (“PCSV”), a leading provider of K-12 Science, Technology, Engineering and Mathematics (“STEM”) education programs, today announced unaudited results of operations for its first quarter of Fiscal Year 2025, which ended on June 30, 2024.

Revenue was $3.16 million compared to $2.61 million in revenue for the same period last year. Net income was $1.14 million, compared to net income of $0.86 million for the same period last year. The Company ended the quarter with $2.65 million in cash.

Mike Bledsoe, President, commented, “Historically, the first quarter of our fiscal year is the busiest quarter of the year for us. We are happy to report a 21% increase in revenue for the quarter ended June 30, 2024, over that for the quarter ended June 30, 2023. We believe that this growth rate is representative of how our core business is performing, as neither quarter was impacted by Air Force JROTC revenue or any large, one-time business transactions.”

Todd Hackett, CEO, stated, “While we got off to a good start to fiscal year 2025, we feel compelled to note that we will face a tough comparison next quarter versus the prior year. For the quarter ended September 30, 2023, we reported $3.77 million in revenue, which is our record for any quarter. However, that quarter included $1.27 million in revenue from the Air Force JROTC and $0.81 million in revenue from the Iowa Scale Up Program. While we expect to show some revenue from the Air Force JROTC for the quarter ending September 30, 2024, we do not expect to meet or exceed the revenue level we generated last year for the quarter ended September 30, 2023. We view this as lumpiness in revenue and do not believe it is indicative of our overall growth trend.”

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

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

AboutPCS Edventures!, Inc.

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

Forward-LookingStatements.

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

Contact.

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

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

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