U. S. 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, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- ---------------
Commission File No. 333-53458
PCS EDVENTURES!.COM, INC.
-----------------------------
(Name of Small Business Issuer in its Charter)
IDAHO 82-0475383
----- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1655 Fairview Avenue, Suite #100
Boise, Idaho 83702
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (208) 343-3110
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
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:
14,893,297
June 30, 2002
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 FINANCIAL STATEMENTS
June 30, 2002 and March 31, 2002
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
ASSETS
June 30, March 31,
2002 2002
(Unaudited)
CURRENT ASSETS
Cash $ 47,878 $ 1,046
Accounts receivable 633,377 355,004
Inventory 9,142 -
Prepaid expenses 1,786 -
Debt offering costs, net 44,588 11,621
Total Current Assets 736,771 367,671
FIXED ASSETS (NET) 62,371 83,079
OTHER ASSETS
Deposits 8,425 7,000
Total Other Assets 8,425 7,000
TOTAL ASSETS $ 807,567 $ 457,750
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
June 30, March 31,
2002 2002
(Unaudited)
CURRENT LIABILITIES
Bank overdraft $ - $ 15,272
Accounts payable 323,888 274,350
Wages payable 23,863 22,211
Payroll taxes payable 169,882 120,572
Accrued interest 49,668 43,383
Accrued expenses 156,229 157,432
Unearned revenue 297,812 397,015
Notes payable - related parties 148,882 158,882
Notes payable 760,375 776,271
Total Current Liabilities 1,930,599 1,965,388
Total Liabilities 1,930,599 1,965,388
STOCKHOLDERS EQUITY (DEFICIT)
Common stock, no par value,
authorized 50,000,000
shares; 14,893,297 and 13,261,522
shares issued and
outstanding, respectively 21,752,892 21,596,003
Deferred consulting fees (29,375) (27,344)
Accumulated deficit (22,846,549) (23,076,297)
Total Stockholders= Equity (Deficit) (1,123,032) (1,507,638)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
(DEFICIT) $ 807,567 $ 457,750
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended
June 30,
2002 2001
REVENUE $ 1,062,636 $ 58,526
COST OF GOODS SOLD 361,149 28,557
GROSS PROFIT 701,487 29,969
OPERATING EXPENSES
Depreciation expense 20,708 18,450
General and administrative 371,312 502,650
Total Operating Expenses 392,020 521,100
OPERATING INCOME (LOSS) 309,467 (491,131)
OTHER INCOME AND EXPENSES
Interest expense (79,719) (15,834)
Interest income - 15
Total Other Income and Expenses (79,719) (15,819)
NET INCOME (LOSS) $ 229,748 $ (506,950)
BASIC INCOME (LOSS) PER SHARE $ 0.02 $ (0.04)
DILUTED INCOME (LOSS) PER SHARE $ 0.01 $ (0.04)
WEIGHTED AVERAGE NUMBER OF
BASIC SHARES OUTSTANDING 14,499,128 12,467,924
WEIGHTED AVERAGE NUMBER OF
DILUTED SHARES OUTSTANDING 18,231,793 12,467,924
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
Deferred
Common Shares Consulting Accumulated
Shares Amount Fees Deficit
Balance,
March 31, 2001 12,383,959 $ 21,247,795 $(173,066) $(21,515,949)
Common stock
issued for
conversion of
debt at $0.25
per share 100,000 25,000 - -
Common stock
issued for
conversion of
warrants at
$0.75 per share 67,025 50,269 - -
Stock offering
costs - (49,599) - -
Common stock
issued for
services at
$0.75 per share 6,000 4,500 - -
Common stock
issued for
cash at
$0.10 per share 250,000 25,000 - -
Warrants issued
in conjunction
with private
placement
memorandum at
$0.73 per warrant - 191,634 - -
Common stock
issued for
services at
$0.28 per share 20,000 5,600 - -
Common stock
issued for
services at
$0.30 per share 15,000 4,500 - -
Common stock
issued as
consideration
for notes
payable at
$0.28 per share 20,000 5,600 - -
Common stock
issued for
conversion of
payable at $0.63
per share 75,538 47,774 - -
Common stock
issued as
consideration
for notes
payable at
$0.30 per share 15,000 4,500 - -
Common stock
issued for cash
at $0.10
per share 250,000 25,000 - -
Common stock
issued as
consideration
for notes
payable at
$0.14 per share 59,000 8,430 - -
Amortization of
expenses prepaid
with common stock - - 145,722 -
Net loss for the
year ended
March 31, 2002 - - - (1,560,348)
Balance,
March 31, 2002 13,261,522 $ 21,596,003 $ (27,344) $(23,076,297)
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
Deferred
Common Shares Consulting Accumulated
Shares Amount Fees Deficit
Balance at
March 31, 2002 13,261,522 $21,596,003 $ (27,344) $(23,076,297)
Common stock
issued for
conversion
of accounts
payable at
$0.08 per
share
(unaudited) 50,000 4,250 - -
Common stock
issued for
conversion
of accounts
payable at
$0.30 per
share
(unaudited) 15,000 4,500 - -
Common stock
issued for
conversion
of accounts
payable at
$0.07 per
share
(unaudited) 248,417 17,389 - -
Common stock
issued for
prepaid services
at $0.05 per
share (unaudited) 515,000 27,500 (27,500) -
Common stock
issued for
prepaid services
at $0.07 per
share (unaudited) 100,000 7,000 (7,000) -
Common stock
issued for
services at
$0.07 per share
(unaudited) 157,500 11,025 - -
Cancelled common
stock previously
issued for
services that had
not been
performed
(unaudited) (20,000) - - -
Common stock
issued for
conversion of
debt at $0.13
per share
(unaudited) 204,000 27,541 - -
Common stock
issued for
conversion of
warrants at $0.01
per share
(unaudited) 9,808 98 - -
Common stock
issued for
services at $0.16
per share
(unaudited) 100,800 16,128 - -
Common stock
issued for
conversion of
warrants at $0.01
per share
(unaudited) 10,500 105 - -
Common stock
issued for
extension of
debt, valued
at an average
of $0.17 per
share (unaudited) 240,750 41,353 - -
Amortization of
deferred
consulting
expense
(unaudited) - - 32,469 -
Net income for
the three months
ended June
30, 2002
(unaudited) 229,748
Balance,
June 30, 2002
(unaudited) 14,893,297 $21,752,892 $ (29,375) $(22,846,549)
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
For the
Three Months Ended
June 30,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 229,748 $ (506,950)
Adjustments to reconcile net income (loss)
to net cash provided (used) by
operating activities:
Depreciation 20,708 18,450
Common stock issued for services 27,153 -
Common stock issued for debt extensions 41,353 -
Amortization of debt discount 22,648 -
Amortization of debt offering costs 18,015 -
Amortization of deferred consulting fees 32,469 -
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (278,373) (54,121)
(Increase) decrease in prepaid expenses (1,786) 39,944
(Increase) decrease in inventory (9,142) -
(Increase) in deposits (1,425)
Increase (decrease) in accounts payable
and accrued liabilities 154,886 1,782
Increase (decrease) in interest payable 6,285 -
Increase (decrease) in commitments
and contingencies - (1,938)
Increase (decrease) in unearned revenue (99,203) 150,011
Net Cash Provided (Used) by
Operating Activities 163,336 (352,822)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - (1,030)
Net Cash (Used) by Investing Activities - (1,030)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in cash overdraft (44,722) (4,471)
Proceeds from related parties - 10,000
Payments to related parties (10,000) (60,000)
Payments on long-term debt (351,617) (59,632)
Proceeds from long-term debt 340,614 474,500
Debt extension costs (50,982) -
Proceeds from common stock 203 670
Net Cash Provided (Used) by
Financing Activities (116,504) 361,067
NET INCREASE IN CASH 46,832 7,215
CASH AT BEGINNING OF PERIOD 1,046 4,654
CASH AT END OF PERIOD $ 47,878 $ 11,869
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the
Three Months Ended
June 30,
2002 2001
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of stock for payment on notes
payable and interest $ 27,541 $ 25,000
Common stock issued for services $ 27,153 $ -
Common stock issued for payment
on accounts payable $ 26,139 $ -
Common stock issued for debt extensions $ 41,353 $ -
Cash Paid For:
Interest $ 28,485 $ 15,834
Income taxes $ - $ -
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
June 30, 2002 and March 31, 2002
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. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted in accordance with such rules and regulations.
The information furnished in the interim condensed consolidated
financial statements include normal recurring adjustments and reflects
all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial statements. Although management
believes the disclosures and information presented are adequate to make
the information not 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 hereto
included in its March 31, 2002 Annual Report on Form 10- KSB.
Operating results for the three months ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the year
ending March 31, 2003.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does it
have an established source of revenues sufficient to cover its
operating costs. Additionally, the Company has accumulated significant
losses, has negative working capital, and a deficit in stockholders'
equity. All of these items raise substantial doubt about its ability
to continue as a going concern. The Company has expanded its product
line to include three additional educational labs, which they believe
will significantly boost future revenues. The Company also intends
to continue offerings of its common stock to raise the capital
necessary to cover operating costs not provided for by current
revenues. 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 paragraph 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.
NOTE 3 - DILUTIVE INSTRUMENTS
a. Stock Options
The Company applied Accounting Principles Board ("APB") Option 25,
"Accounting for Stock Issued to Employees," and related interpretations
in accounting for all stock option plans. Under APB Option 25, cost is
recognized for stock options granted to employees when the option price
is less than the market price of the underlying common stock on the
date of grant.
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
June 30, 2002 and March 31, 2002
NOTE 3 - DILUTIVE INSTRUMENTS (Continued)
FASB Statement 123, "Accounting for Stock-Based Compensation" (SFAS No.
123"), requires the Company to provide proforma information regarding
net income and net income per share as if compensation costs for the
Company's stock option plans and other stock awards had been determined
in accordance with the fair value based method prescribed in SFAS No.
123. The Company estimates the fair value of each stock award at the
grant date by using the Black-Scholes option pricing model with the
following weighted average assumptions used for grants, respectively;
dividend yield of zero percent for all years; expected volatility of
84% to 128% percent for all years; risk-free interest rates of 3% to
6%, and expected lives of 3 to 10 years.
For the Three Months Ended
June 30,
2002 2001
Net income (loss):
As reported $ 229,748 $ (506,950)
Pro Forma 74,766 (525,501)
Net income (loss) per share:
As reported $ 0.02 $ (0.04)
Pro Forma 0.01 (0.04)
During the initial phase-in period of SFAS No. 123, the effect of pro
forma results are not likely to be representative of the effects on
pro forma results in future years since options vest over several
years and additional options could be granted each year.
The Company has granted the following options as of June 30, 2002:
Date of Exercise Exercise Amount
Description Grant Number Price Exercised
1) Employee 2-05-00 50,000 $ 0.75 0
2) Officers/directors 4-20-00 600,000 $ 0.75 0
3) Employee 6-01-00 45,000 $ 0.75 0
4) Consultant 9-20-00 200,000 $ 0.50 0
5) Employees 9-01-00 200,000 $ 0.75 0
6) Director 10-01-00 200,000 $ 0.75 0
7) Employee 01-05-01 25,000 $ 0.75 0
8) Employee 6-15-01 25,000 $ 0.75 0
9) Employee 10-24-01 50,000 $ 0.30 0
10) Employee 12-1-01 24,230 $ 0.15 0
11) Board Members 12-10-01 1,000,000 $ 0.30 0
12) Board Members 06-03-02 1,000,000 $ 0.16 0
3,419,230
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
June 30, 2002 and March 31, 2002
NOTE 3 - DILUTIVE INSTRUMENTS (Continued)
a. Stock Options (Continued)
Risk-Free
Fair Interest Expected Expected
Description Value Rate Life Volatility
1) Employee $ 0.46 6.05% 3 92.82%
2) Officers/directors $ 0.46 6.15% 3 91.32%
3) Employee $ 0.46 6.15% 3 92.82%
4) Consultant $ 0.42 6.15% 3 89.37%
5) Employees $ 0.52 6.21% 3 85.69%
6) Director $ 0.52 6.21% 3 84.39%
7) Employee $ 0.52 6.21% 3 84.39%
8) Employee $ 0.39 3.76% 3 76.69%
9) Employee $ 0.19 3.76% 3 100.52%
10) Employee $ 0.14 3.76% 3 99.80%
11) Board Members $ 0.20 5.69% 10 99.80%
12) Board Members $ 0.15 5.48% 10 128.9%
On April 20, 2000, the Company granted 600,000 options to officers and
directors out of the 800,000 authorized on January 19, 2000. On
October 1, 2000, the Company granted the remaining 150,000 options
authorized to a director. All of the option exercise prices are $0.75
per share with a fair value determined by Black Scholes of $0.46 and
$0.52, respectively.
On April 20, 2000, the Company authorized the granting of 400,000
options to employees and directors. On June 1, 2000, the Company
granted 45,000 options to an employee. On September 1, 2000, the
Company granted 200,000 options to four employees. On October 1,
2000, the Company granted 50,000 options to a director. On January 5,
2001, the Company granted 25,000 options to an employee. On March 31,
2001, the Company had not granted 80,000 options. Each option granted
has an exercise price of $0.75 per option and a 3-year life with a
fair value determined by Black Scholes of $0.46, $0.52, $0.52 and
$0.52, respectively.
On September 22, 2000, the Company authorized the granting of 250,000
options to employees and directors of the Company with exercise prices
of $0.75 and a 3-year life. None of these options have been granted.
On June 15, 2001, the Company granted 25,000 options to an employee.
These options had an exercise price of $ 0.75 per option and a three
year life with a fair value determined by Black Scholes of $0.39.
On December 1, 2001, the Company granted employees 24,230 options to
employees. The options have an exercise price of $0.15 per share. As
the exercise price of the shares was less than the trading price of
the Company's common shares on the date of issuance, the Company has
recognized $1,696 of expense related to these options.
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
June 30, 2002 and March 31, 2002
NOTE 3 - DILUTIVE INSTRUMENTS (Continued)
a. Stock Options (Continued)
On December 5, 2001, the Company's Board of Directors approved the
granting of 1,050,000 options to employees and board members. On
October 24, 2001, the Company granted 50,000 shares to an employee.
On December 10, 2001, the Company granted 1,000,000 shares to board
members. Each option granted has an exercise price of $0.30
and a fair value determined by Black Scholes of $0.14 and $0.20,
respectively.
On June 3, 2002, the Company's Board of Directors granted options to
purchase 1,000,000 shares of common stock to members of the Board of
Directors. Each option granted has an exercise price of $0.16 and a
Black Scholes fair value of $0.15.
b. Warrants
On April 27, 2000, three individuals were granted a total of 56,750
warrants which were converted into 31,750 shares of common stock. The
conversion rate was $0.675 per share and as such, no compensation
expense was recorded because the grant price exceeded the market
value.
On September 15, 2000, the Company granted warrants allowing the
holders to purchase 342,831 shares of the Company's common stock. The
warrants are exercisable at a price of $0.01 per share for two years.
On September 15, 2000, 203,161 warrants were converted into shares of
common stock. The fair value of the warrants was $150,339 and was
recorded as a stock offering cost, because the warrants were issued to
individuals who raised funds for the Company.
During the year ended March 31, 2002, the Company issued warrants
allowing the holders to purchase 263,607 shares of the Company's
common stock. The warrants were issued in conjunction with the
private placement memorandum and are exercisable at a price of $0.01
per share for two years. The fair value of the warrants, as
determined by Black Scholes, was $191,634, and was recorded as debt
discount.
NOTE 4 - MATERIAL EVENTS
Sales
On May 31, 2002, the Company completed the sale of Twenty Academy of
Engineering Labs to a Michigan school district. The revenues
recognized related to this single transaction were $395,980, or 37%
of the Company's reported revenues for the three months ended June
30, 2002.
On June 17, 2002, the Company completed the sale of Seven Academy of
Engineering Labs to a Georgia school district. The revenues
recognized related to this single transaction were $137,145, or 13%
of the Company's reported revenues for the three months ended June
30, 2002.
PCS EDVENTURES!.COM, INC.
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
June 30, 2002 and March 31, 2002
NOTE 4 - MATERIAL EVENTS (Continued)
Extension of Debts
During the three months ended June 30, 2002, the Company entered into
one year debt extension agreements with nearly all of the individual
owners of the 2001 debt offering units. The Company successfully
extended $522,500 of the total $602,500 outstanding related to the
debt offering. The terms of the agreements require the Company to
issue 500 shares of common stock and pay a 2% cash extension fee for
each $1,000 of debt extended. During the three months ended June 30,
2002, the Company capitalized $50,982 of costs related to the
extension and is amortizing those costs over the life of the
extension, or one year.
NOTE 5 - SUBSEQUENT EVENTS
Commitments
On July 24, 2002, the Company entered into a consulting agreement
with a marketing firm to increase the profile of the Company and its
stock. Compensation for the services will be based upon the amount
of capital raised through sales of common stock.
On July 24, 2002, the Company signed a letter of intent with an
investment banking firm, whereby the investment banking firm would
use its best efforts to obtain commitments for various financing of
up to $10,000,000. Total compensation for these services will be
based on the amount of financing obtained. The Company will be
required to pay a $25,000 retainer upon execution of the final
agreement.
Contingencies
On July 11, 2002, the Company settled its dispute with Key Bank for
$20,000. The Company had previously recorded a liability for
$25,208. The difference, of $5, 208, will be recognized as a gain on
extinguishment of debt in the second quarter.
Stock Issuances
Subsequent to June 30, 2002, warrant holders have exercised warrants
to purchase 13,055 shares of the Company's common stock in exchange
for $131.
Stock Option Issuances
Subsequent to June 30, 2002, the Company granted options to purchase
265,000 shares of common stock to employees. The options are
exercisable at $0.16 per share and vest over three years. The
options will expire on December 31, 2005.
Item 2. Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------
Plan of Operation.
------------------
For the near-term, we have two objectives, which center around
corporate awareness and deepening our product lines. First, we are working
with a public relations firm to increase corporate, brand and product
awareness on a more national level. We are exploring several national
marketing opportunities through this avenue. Our second objective involves
deepening our product lines. Over the past year, we have introduced three new
lab products into the marketplace. The launch of our Brick Lab, Discover!Lab,
and our Academy of Engineering Jr. Lab have all been met with favorable
results in the marketplace. As it is our desire to remain on the leading edge
of project-based learning within the education marketplace, we will continue
to commit resources to product development and improvement over the next year.
The notes to our financial statements for the quarterly period ended
June 30, 2002, indicate that there is substantial doubt about our ability to
continue as a "going concern," due to our lack of significant cash or other
material assets, our lack of an established source of revenue sufficient to
cover our operating costs, and our accumulated losses, negative working
capital and deficit in stockholders' equity. Accordingly, the future outlook
of the Company, under present circumstances, is bleak.
Results of Operations.
----------------------
Three months ended June 30, 2002, compared to three months ended June 30,
2001.
-----
Revenues for the three month period ended June 30, 2002, increased to
$1,062,636, as compared to $58,526 for the three month period ended
June 30, 2001. A total of $395,980, or 37% of the Company's revenues during
the June 30, 2002, quarter, were derived from its sale of 20 Academy of
Engineering labs to a Michigan school district. An additional $137,145, or
13% of revenues during the June 30, 2002, quarter, came from the Company's
sale of seven Academy of Engineering labs to a Georgia school district. The
substantial increase in revenue was due to these increased lab sales over the
same period last year.
General and administrative costs have decreased to $371,312 for the
three month period ended June 30, 2002, as compared to $502,650 for the
three month period ended June 30, 2001. The decrease is primarily due to
certain cost cutting measures including the elimination of ineffective
advertising and marketing and a reduction in personnel.
Interest expense for the three month period ended June 30, 2002,
increased to $79,719 as compared to $15,834 for the three month period ended
June 30, 2001. During the quarterly period ended June 30, 2002, the Company
entered into agreements with the holders of $602,000 in debt from its 2001
debt offering. Under the agreements, the Company agreed to extend its debt
for one year in exchange for the issuance of 500 shares of its common stock
and a 2% cash extension fee for each $1,000 of debt extended.
The Company had net income of $229,748 for the three months ended
June 30, 2002, as compared to a net loss of $506,950 for the quarterly period
ended June 30, 2001.
Liquidity and Capital Resources.
--------------------------------
We had cash of $47,878 at June 30, 2002. Management believes
that our current cash on hand as of that date, combined with the cash
received from delivered sales orders, will be sufficient to meet our operating
expenses.
The Company conducted a private offering for $100,000 minimum and a
maximum of $750,000; the Company has raised approximately $602,500 as of
September 30, 2001. This offering was a debt offering that is briefly
described in Item 5 of this report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
----------------------------
On July 11, 2002, which is subsequent to the period covered by this
Report, the Company settled its dispute with Key Bank for $20,000.
Item 2. Changes in Securities and Use of Proceeds.
---------------------------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
------------------------------------------
During the quarterly period ended June 30, 2002, the Company entered
into one year debt extension agreements with the holders of $602,500 of this
debt, as discussed under the subheading "Results of Operations" of the caption
"Management's Discussion and Analysis or Plan of Operation," Part I, Item 2 of
this Report. As of April 6, 2002, the Company had signed debt extension
agreements on $522,500 of the $602,500 received as part of its 2001 debt
offering. The payment and terms of the remaining $80,000 is currently being
negotiated.
Item 4. Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
-------------------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
PCS EDVENTURES.COM, INC.
Date: 8/12/02 By: /s/ Anthony A. Maher
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Anthony A. Maher
CEO, President and Chairman of the Board
of Directors
Date: 12 August 2002 By: /s/ Christy Vaughn
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Christy Vaughn
Vice President and CFO
Date: 8-9-02 By: /s/ Roy M. Svee
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Roy M. Svee
Treasurer and Director
Date: August 9, 2002 By: /s/ Donald J. Farley
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Donald J. Farley
Secretary and Director
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 Quarterly Report of PCS Edventures!.com, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), we,
Anthony A. Maher, Chief Executive Officer and President, and Christy Vaughn,
Chief Financial Officer 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,
that:
(1) The 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 Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Dated: August 12, 2002 /s/ Anthony A. Maher
---------------- -----------------------------
Anthony A. Maher, Chief Executive
Officer and President
Dated: 12 August 2002 /s/ Christy Vaughn
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Christy Vaughn, Chief Financial
Officer