SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 5, 2005
----------------
Date of Report
(Date of Earliest Event Reported)
PCS EDVENTURES!.COM, INC.
-------------------------
(Exact Name of Registrant as Specified in its Charter)
IDAHO 000-49990 82-0475383
----- --------- ----------
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
------------------
(Address of Principal Executive Offices)
(208) 343-3110
--------------
Registrant's Telephone Number
N/A
---
(Former Name or Former Address if changed Since Last Report)
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 (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This is an amendment to the Form 8-K filed December 9, 2005 to include
financial
statements.
Item 9.01. Financial Statements and Exhibits.
a) Financial statements of businesses acquired.
510229 N.B. Ltd. DBA Labmentors unaudited financial statements for
September 30, 2005.
510229 N.B. LTD. DBA LABMENTORS
Financial Statements
September 30, 2005
C O N T E N T S
Balance Sheet 3
Statement of Operations 4
Statement of Stockholders' Equity (Deficit) 5
Statement of Cash Flows 6
Notes to the Financial Statements 7
511092 N.B. LTD. DBA LABMENTORS
Balance Sheet
September 30, 2005
(Unaudited)
ASSETS
CURRENT ASSETS
Accounts receivable $ 10,061
Other receivable (Note 4) 3,935
Restricted cash (Note 3) 4,600
----------
Total Current Assets 18,596
FIXED ASSETS (NET) 4,301
EDUCATIONAL SOFTWARE (NET) 156,099
INTELLECTUAL PROPERTY (NET) 20,925
----------
TOTAL ASSETS $ 199,921
==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft $ 640
Accounts payable 33,969
Accrued interest 8,473
Accrued liabilities 12,793
Deposits payable 4,267
Unearned revenue 2,955
Other current liabilities 4,075
Notes payable and current portion of long-term
liabilities (Note 5) 122,466
----------
Total Current Liabilities 189,638
----------
LONG-TERM LIABILITIES
Long-term liabilities (Note 5) 130,522
----------
Total Liabilities 320,160
----------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value, authorized unlimited
shares; 17,511,200 shares issued and outstanding 295,275
Accumulated other comprehensive loss (25,073)
Accumulated deficit (390,441)
----------
Total Stockholders' Equity (Deficit) (120,239)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 199,921
==========
The accompanying notes are an integral part of these financial
statements.
3
511092 N.B. LTD. DBA LABMENTORS
Statement of Operations and Other Comprehensive Loss
For the Period Ended September 30, 2005
(Unaudited)
REVENUES $ 55,246
COST OF GOODS 22,327
----------
GROSS PROFIT 32,919
EXPENSES
Salaries and wages 50,675
Depreciation and Amortization expense 21,284
General and administrative 45,533
----------
Total Operating Expenses 117,492
----------
OPERATING LOSS (84,573)
----------
OTHER INCOME AND EXPENSES
Interest expense (21,229)
----------
Total Other Income and Expenses (21,229)
----------
NET LOSS (105,802)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment (5,360)
----------
TOTAL COMPREHENSIVE LOSS $ (111,162)
==========
BASIC LOSS PER SHARE $ (0.01)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 17,511,250
==========
The accompanying notes are an integral part of these financial
statements.
4
511092 N.B. LTD. DBA LABMENTORS
Statement of Stockholders' Equity (Deficit)
Other
Common Shares Accumulated Comprehensive
Shares Amount Deficit Loss
Balance, May 31, 2004 10,807,000 $ 64,377 $(125,338) $ (19,553)
Stock issued for conversion
of debt - related party at
$0.04 per share 1,500,000 59,715 - -
Stock issued for services
rendered at $0.04 per share 100,000 3,981 - -
Stock issued for cash at
$0.02 per share 5,004,200 79,620 - -
Stock issued for cash at
$0.88 per share 100,000 87,582 - -
Movement in other comprehensive
income (loss) - foreign currency
translation adjustments - - - (160)
Net loss for the year ended
May 31, 2005 - - (159,301) -
---------- --------- ---------- -----------
Balance, May 31, 2005 17,511,200 $ 295,275 $ (284,639) $ (19,713)
Movement in other
comprehensive income (loss)
- foreign currency
translation adjustments
(Unaudited) - - - (5,360)
Net loss for the period ended
September 30, 2005 (Unaudited) - - (105,802) -
---------- --------- ---------- -----------
Balance, September 30, 2005
(Unaudited) 17,511,200 $ 295,275 $ (390,441) $ (25,073)
========== ========= ========== ===========
The accompanying notes are an integral part of these financial
statements.
5
511029 N.B. LTD. DBA LABMENTORS
Statement of Cash Flows
For the Period Ended September 30, 2005
(Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (105,802)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization expense 21,284
Amortization of debt discount 16,841
Changes in operating assets and liabilities:
Increase in accounts receivable 5,770
Decrease in restricted cash 9,334
Decrease in other current assets 1,086
Decrease in prepaid expenses 1,433
(Decrease) in accounts payable (11,968)
Increase in accrued liabilities 8,805
Increase in deferred revenue 2,955
Increase in accrued interest 4,509
----------
Net Cash Used by Operating Activities (45,753)
----------
CASH FLOW FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in bank overdraft (7,946)
Cash proceeds from notes payable 53,699
----------
Net Cash Provided by Financing Activities 45,753
NET INCREASE IN CASH -
CASH AT BEGINNING OF YEAR -
----------
CASH AT END OF YEAR $ -
==========
The accompanying notes are an integral part of these financial
statements.
6
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
September 30, 2005
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The financial statements presented are those of 511092 N.B. LTD. DBA
LabMentors, a Canadian Corporation ("the Company").
On February 2, 2000, LabMentors was incorporated under the laws of the
Province of New Brunswick, Canada as 511092 N.B. LTD. to engage in web-based
educational products. LabMentors currently sells products to Course
Technology and DeVry in the United States. These programs offer a unique
atmosphere highly conducive to individual styles of learning and a system that
utilizes computer technology to increase areas of inquiry and application. In
addition, the labs allow certifications for several platforms and software
applications at the collegiate level. The Company intends to continue to
develop products for this market, as well as expand its reach into secondary
education in the U.S. and internationally. Our products and technologies are
targeted to the public and private school classrooms. Our products and
technologies are delivered to the classroom through software and Internet
access. Our technologies allow students to explore the basic foundations of
computers from programming to database technologies to server integration.
There are currently three major shareholders of the Company stock, including
Joseph Khoury (President), Bogdan Itoafa (Co-Founder), and Workers Investment
Fund.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected May 31 as its year-end.
b. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
c. Basic Loss per Share
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements. As of September 30, 2005, the Company had no stock
equivalents outstanding.
7
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
September 30, 2005
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Concentration of Credit Risks and Significant Customers
The Company maintains cash in bank deposit accounts, which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
cash and cash equivalents.
Financial instruments which potentially subject the Company to concentration
of credit risk consist primarily of trade receivables. In the normal course of
business, the Company provides credit terms to its customers. Accordingly, the
Company performs ongoing credit evaluations of its customers and maintains
allowances for possible losses which when realized have been within the range
of management's expectations. The Company does not require collateral from its
customers.
During the period ended September 30, 2005, the Company had sales to one major
customer that accounted for 100 percent of revenues.
e. Foreign Currency Translation
The functional currency of the Company is the Canadian dollar ($CDN). The
Company's financial statements have been translated into US dollars. All
assets and liabilities are translated at the exchange rate on the balance
sheet date and all revenues and expenditures are translated at the average
rate for the year. Translation adjustments are reflected as a separate
component of stockholders' equity, accumulated other comprehensive income
(loss) and the net change for the year reflected separately in the statements
of operations and other comprehensive income (loss).
In accordance with SFAS No. 95, "Statement of Cash Flows," the cash flows of
the Company are translated using the weighted average exchange rates during
the respective period. As a result, amounts in the statement of cash flows
related to changes in assets and liabilities will not necessarily agree with
the changes in the corresponding balances on the balance sheet which was
translated at the exchange rate at the end of the period.
f. Revenue Recognition
The Company recognizes revenues relating to access to and usage of its program
and exercise software on the Company's website over the term of the
subscription or hourly units purchased.
8
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
September 30, 2005
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Newly Issued Accounting Pronouncements
During the period ended September 30, 2005, the Company adopted the following
accounting pronouncements:
The FASB issued SFAS No. 123R (revised 2004) "Share-Based Payment" in December
2004. SFAS No. 123R 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. This pronouncement eliminates the
alternative use of Accounting Principles Board (APB) No. 25, wherein the
intrinsic value method of accounting for awards. SFAS No. 123R is effective
for the Company's fiscal year beginning June 1, 2005. The company will adopt
the provisions of SFAS No. 123R on a prospective basis once the acquisition is
complete. The financial statement impact is not an issue in that all stock
currently outstanding with the Company will be converted to PCS stock upon
close, after which time all calculations will be in accordance with their
policies and procedures, which incorporate this new SFAS.
The FASB issued SFAS No. 154, Accounting Changes and Error Correction - a
replacement of APB No. 20 and SFAS No. 3, Reporting Accounting Changes in
Interim Financial Statements, in May 2005. SFAS 154 changes the requirements
for the accounting for and reporting of a change in accounting principle. It
also applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition
provisions.
The implementation of the provisions of these pronouncements are not expected
to have a significant effect on the Company's consolidated financial statement
presentation.
h. Educational Software
The Company's inventory 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.
9
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
September 30, 2005
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Intellectual Property
The Company's intellectual property consists of capitalized costs associated
with the development of the internet software and delivery platform developed
by the Company to enable access to the various educational programs and
exercises developed by the Company. In accordance with FAS 86 as discussed
previously regarding inventory, 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.
j. Property and Equipment
Property and equipment are recorded at cost and being depreciated for
financial accounting purposes on the straight-line method over their
respective estimated useful lives ranging from five to seven years. Upon
retirement or other disposition of these assets, the cost and related
accumulated depreciation are removed from the accounts and the resulting gains
or losses are reflected in the results of operations.
Expenditures for maintenance and repairs are charged to operations. Renewals
and betterments are capitalized. Depreciation of leased equipment under
capital leases is included in depreciation.
NOTE 3 - RESTRICTED CASH
Pursuant to an employment arrangement, the Company has placed funds in an
escrow account with an attorney. Those funds are restricted as to their use
and have been classified as such in the Company's financial statements. A
portion of the funds are released each pay period to pay the salary of the
employee who is utilizing LabMentors until December 2005 as an employee based
immigration sponsor. The balance of restricted cash of September 30, 2005 was
$3,935.
NOTE 4 - OTHER RECEIVABLES
This amount includes receivables from employees due to travel and other
expense advances. Each will be properly categorized once documentation and/or
receipts are provided to the accounting department. No material changes
should be noted.
10
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
September 30, 2005
NOTE 5 - NOTES PAYABLE & LONG TERM DEBT
As of September 30, 2005, the following notes payable and long-term debt were
outstanding:
ACOA Loan $ 45,402
Loan #1 BH 5,587
Notes Payable WIF 98,971
Notes Payable Frank Maresca 103,028
-----------
Total 252,988
Less current portion (122,466)
-----------
Long Term Debt $ 130,522
===========
Also note that all debt, with the exception of the ACOA Loan will be
converted at close of the acquisition, which occurred as a subsequent
event referenced in Note 8.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Currently the Company has a month-to-month lease agreement for its
office location. This lease is between the Company and a related party.
This related party is wholly owned by the Company's President and CEO.
NOTE 7 - GOING CONCERN
The Company's 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. Management's plans with respect to alleviating the adverse
financial conditions that caused its auditors to express substantial
doubt about the Company's ability to continue as a going concern are as
follows:
During the fiscal year ending May 2005, the Company opened discussions
with PCS Edventures!.com, Inc. for possible acquisition activities. As
stated in Note 8, this acquisition is set to close on or before November 30,
2005. Over the next fiscal year, the Company will continue to develop
marketplace strategy for the U.S. market as well as the international
market. See Note 8 for further information.
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 financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
11
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
September 30, 2005
NOTE 8 - SUBSEQUENT EVENTS
In July 2005, the Company entered into a Letter of Intent Agreement
which provides for the Company to be acquired by PCS Edventures!.com,
Inc., an Idaho Corporation ("PCS"). On November 30, 2005, a Share
Exchange Agreement was executed by all shareholders and PCS President to
conclude the acquisition of LabMentors. LabMentors has since legally
changed its name to PCS LabMentors, LTD. The Company is structured as a
wholly owned subsidiary of PCS. All accounting is currently being
transitioned to PCS, while sales and research and development continue
to take place in Fredericton, New Brunswick Canada. No employees were
terminated as a result of the acquisition.
In addition, the Company changed locations. The Company now operates from a
smaller location owned and managed by an unrelated party on a month-to-month
basis.
12
b) Pro forma financial information.
Pro forma financial statements
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
The following unaudited condensed combined pro forma financial statements
("the pro forma financial statements'') and explanatory notes have been
prepared and give effect to the acquisition of 511092 N.B. LTD. ("LabMentors")
(a Canadian Company) by PCS Edventures!.com, Inc. ("PCS"). PCS has a year end
of March 31 while LabMentors has a May 31 year end.
In accordance with Article 11 of Regulation S-X under the Securities Act, an
unaudited condensed combined pro forma balance sheet (the "pro forma balance
sheet'') as of September 30, 2005, and unaudited condensed combined pro forma
statements of operations and other comprehensive loss for the periods ended
September 30, 2005 and for the years ended March 31, 2005 (PCS) and May 31,
2005 (Lab Mentors) (the "pro forma statements of income''), have been prepared
to reflect, for accounting purposes, the acquisition of LabMentors by PCS.
The following pro forma financial statements have been prepared based upon the
historical financial statements of LabMentors and PCS. The pro forma
financial statements should be read in conjunction with the historical
consolidated financial statements and related notes thereto of PCS and
Susidiaries as of March 31, 2005; included in its Form 10-KSB and the May 31,
2005 audited financial statements and the unaudited September 30, 2005
financial statements filed separately with this Form 8-K.
The September 30, 2005 pro forma balance sheet assumes that the acquisition of
LabMentors by PCS was completed at the beginning of the periods presented, May
31, 2004. The September 30, 2005 pro forma balance sheet includes the
historical unaudited consolidated balance sheet data of LabMentors and PCS as
of September 30, 2005. LabMentors and PCS have had no intercompany activity
that would require elimination in the pro forma financial statements, with the
exception of equity adjustments for gain on settlement of LabMentors' debt and
recording of the purchase through a stock exchange.
The pro forma statements of operations for the periods ended September 30,
2005 and the year ended March 31, 2005 for PCS (May 31, 2005 for LabMentors,
assumes that the acquisition of LabMentors by PCS occurred on June 1, 2004.
The differences in the periods presented as a result of the differing year
ends of the companies, does not materially distort the results of operations
of the combined companies as if they were consolidated for all periods
presented.
The pro forma financial statements are provided for illustrative purposes
only, and are not necessarily indicative of the operating results or financial
position that would have occurred if the mergers had been consummated at the
beginning of the periods or on the dates indicated, nor are they necessarily
indicative of any future operating results or financial position. The pro
forma financial statements do not include any adjustments related to any
restructuring charges or one-time charges which may result from the mergers or
the final result of valuations of inventories, property, plant and equipment,
intangible assets, debt, and other obligations.
PCS EDVENTURES!.COM, INC. AND SUBSIDAIRIES
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
Pro Forma
PCS LabMentors Combined
--------- ---------- Combined PCS
as of as of Historical & LabMentors
September 30, PCS & Pro Forma September 30,
2005 LabMentors Adjustments 2005
--------------------- ---------- ----------- ------------
ASSETS
Current Assets:
Cash $ 130,047 $ - $ 130,047 $ - $ 130,047
Accounts receivable 583,936 10,061 593,997 - 593,997
Restricted cash - 4,600 4,600 - 4,600
Other current assets 12,307 3,935 16,242 - 16,242
---------- ---------- ---------- -------- ----------
Total Current Assets 726,290 18,596 744,886 - 744,886
Fixed Assets, Net: 13,834 4,301 18,135 - 18,135
Inventory 87,416 156,099 243,515 - 243,515
Goodwill - - - 62,030 2 62,030
Other Assets 6,225 20,925 27,150 - 27,150
---------- ---------- ---------- -------- ----------
TOTAL ASSETS $ 833,765 $ 199,921 $1,033,686 $ 62,030 $1,095,716
========== ========== ========== ======== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current Liabilities:
Bank overdraft $ - $ 640 $ 640 $ - $ 640
Accounts payable 422,455 33,969 456,424 - 456,424
Accrued compensation 56,293 5,727 62,020 - 62,020
Payroll liabilities 48,769 5,358 54,127 - 54,127
Accrued interest 60,344 8,473 68,817 - 68,817
Accrued expenses 69,735 1,708 71,443 - 71,443
Unearned revenue 347,310 2,955 350,265 - 350,265
Deposits payable - 4,267 4,267 - 4,267
Other current
liabilities - 4,075 4,075 - 4,075
Notes payable-
related parties 116,690 - 116,690 - 116,690
Notes payable 114,952 122,466 237,418 (122,466)1 114,952
---------- ---------- ---------- -------- ----------
Total Current
Liabilities 1,236,548 189,638 1,426,186 (122,466) 1,303,720
---------- ---------- ---------- -------- ----------
Long Term Liabilities
Notes payable - 130,522 130,522 (85,120)1 45,402
---------- ---------- ---------- -------- ----------
Total Non-
Current
Liabilities - 130,522 130,522 (85,120) 45,402
---------- ---------- ---------- -------- ----------
Total Liabilities 1,236,548 320,160 1,556,708 (207,586) 1,349,122
---------- ---------- ---------- -------- ----------
Stockholders' Equity:
Preferred stock 56,372 - 56,372 - 56,372
Common stock 24,199,911 295,275 24,495,186 (207,586)1 24,619,911
420,000 2
(502,861)2
Accumulated
deficit (24,659,066) (390,441)(25,049,507)125,338 2(24,924,169)
Accumulated Other
Comprehensive Loss - (25,073) (25,073) 19,553 2 (5,520)
---------- ---------- ---------- -------- ----------
Total Stockholders'
Equity (402,783) (120,239) (523,022)269,616 (253,406)
---------- ---------- ---------- -------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 833,765 $ 199,921 $1,033,686 $ 62,030 $1,095,716
========== ========== ========== ======== ==========
(1) To reflect conversion of LabMentors debt to equity in conjunction
with PCS acquisition.
(2) To reflect PCS Edventures acquisition of LabMentors as if done May
31, 2004.
PCS EDVENTURES!.COM, INC. AND SUBSIDAIRIES
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS AND OTHER
COMPREHENSIVE LOSS
Pro Forma
PCS LabMentors Combined
------- ---------- PCS
for the & LabMentors
Months Ended Combined for the period
September 30, PCS & Pro Forma ended Sept. 30,
2005 LabMentors Adjustments 2005
--------------------- ---------- ----------- -------------
REVENUES
Lab Revenue 1,652,374 $ 55,246 $ 1,707,620 $ 0 $ 1,707,620
License Revenue 91,482 0 91,482 0 91,482
Subscription
Revenue 2,553 0 2,553 0 2,553
---------- --------- ----------- -------- ------------
Total Revenues 1,746,409 55,246 1,801,655 0 1,801,655
---------- --------- ----------- -------- ------------
COST OF SALES 859,291 22,327 881,618 0 881,618
---------- --------- ----------- -------- ------------
GROSS PROFIT 887,118 32,919 920,037 0 920,037
---------- --------- ----------- -------- ------------
OPERATING EXPENSES
Salaries and wages 257,091 50,675 307,766 0 307,766
Depreciation expense 2,381 21,284 23,665 0 23,665
General and
administrative 513,916 45,533 559,449 0 559,449
Stock for services
expense 90,115 0 90,115 0 90,115
---------- --------- ----------- -------- ------------
Total Operating
Expenses 863,503 117,492 980,995 0 980,995
---------- --------- ----------- -------- ------------
OPERATING INCOME(LOSS) 23,615 (84,573) (60,958) 0 (60,958)
---------- --------- ----------- -------- ------------
OTHER INCOME AND EXPENSES
Interest expense (34,867) (21,229) (56,096) 0 (56,096)
Interest income 23 0 23 0 23
Other income 17,131 0 17,131 0 17,131
Other expense (2,400) 0 (2,400) 0 (2,400)
Gain on settlement of
debt 0 0 0 0 0
---------- --------- ----------- -------- ------------
Total Other Income
and Expenses (20,113) (21,229) (41,342) 0 (41,342)
---------- --------- ----------- -------- ------------
NET INCOME (LOSS) 3,502 (105,802) (102,300) 0 (102,300)
OTHER COMPREHENSIVE LOSS
Foreign currency
translation adjustment 0 (5,360) (5,360) 0 (5,360)
---------- --------- ----------- -------- ------------
TOTAL COMPREHENSIVE
LOSS $ 3,502 $(111,162) $ (107,660)$ 0 $ (107,660)
========== ========= =========== ======== ============
Basic income per share $ (0.00)
============
Weighted average shares outstanding 27,087,405
============
PCS EDVENTURES!.COM, INC. AND SUBSIDAIRIES
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS AND OTHER
COMPREHENSIVE LOSS
Pro Forma
Combined
PCS LabMentors PCS
for the for the & LabMentors
Year Ended Year Ended Combined for the year
March 31, May 31, PCS & Pro Forma ended March 31,
2005 2005 LabMentors Adjustments 2005
REVENUES
Lab Revenue 1,294,709 $ 124,848 $ 1,419,557 $ 0 $ 1,419,557
License Revenue 158,917 0 158,917 0 158,917
Subscription
Revenue 15,045 0 15,045 0 15,045
---------- --------- ----------- -------- ------------
Total Revenues 1,468,671 124,848 1,593,519 0 1,593,519
---------- --------- ----------- -------- ------------
COST OF SALES 679,324 0 679,324 0 679,324
GROSS PROFIT 789,347 124,848 914,195 0 914,195
---------- --------- ----------- -------- ------------
OPERATING EXPENSES
Salaries and wages 452,756 79,406 532,162 0 532,162
Depreciation expense 2,052 30,202 32,254 0 32,254
General and
administrative 751,338 167,698 919,036 0 919,036
Stock for services
expense 525,004 0 525,004 0 525,004
---------- --------- ----------- -------- ------------
Total Operating
Expenses 1,731,150 277,306 2,008,456 0 2,008,456
---------- --------- ----------- -------- ------------
OPERATING LOSS (941,803) (152,458) (1,094,261) 0 (1,094,261)
---------- --------- ----------- -------- ------------
OTHER INCOME AND EXPENSES
Interest expense (58,877) (6,864) (65,741) 0 (65,741)
Interest income 993 0 993 0 993
Other income 17,065 0 17,065 0 17,065
Gain on settlement
of debt 43,990 21 44,011 44,011
---------- --------- ----------- -------- ------------
Total Other
Income and
Expenses 3,171 (6,843) (3,672) 0 (3,672)
---------- --------- ----------- -------- ------------
NET LOSS (938,632) (159,301) (1,097,933) 0 (1,097,933)
OTHER COMPREHENSIVE LOSS
foreign currency
translation
adjustment 0 (160) (160) 0 (160)
---------- --------- ----------- -------- ------------
TOTAL COMPREHENSIVE
LOSS $ (938,632)$(159,461) $(1,098,093)$ 0 $ (1,098,093)
========== ========= =========== ======== ============
Basic income per share $ (0.04)
============
Weighted average shares outstanding 26,253,256
============
c) Exhibits. The following exhibits are attached pursuant to Item
601 of Regulation S-B (17 CFR 228.601) and Instructions B.2 of
this form.
None.
* Summaries of any exhibit are modified in their entirety by this
reference to each exhibit.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
PCS EDVENTURES!.COM, INC.
Date: 02/15/2006 /s/Anthony A. Maher
---------- ----------------------------
Anthony A. Maher, CEO, President and
Chairman of the Board of Directors