Mail Stop 3720
July 11, 2006
Donald J. Farley
Secretary
PCS Edventures!.com, Inc.
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
RE: PCS Edventures!.com, Inc.
Preliminary Schedule 14A; File No. 0-49990
Filed June 14, 2006
Dear Mr. Farley:
We have limited our review of your preliminary Schedule 14A
to
disclosure related to the charter amendment proposals and related
matters and have the following comments. Please revise your
filing
to comply with these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with additional information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. Please move, up to page two where you first discuss the
required
stockholder vote for the election of directors, your discussion on
page 17 of the required vote for the charter amendment proposals
and
your discussion on page 26 of the required vote for ratification
of
the auditors` appointment.
Proposal No. 1 Election of Board of Directors, page 3
2. Item 8 of Schedule 14A and Item 402(b) of Regulation S-B
require
that the summary compensation table include information for your
last
three fiscal years, but you have included information for only
your
last two fiscal years. Please revise accordingly.
3. We note your disclosure on pages seven and eight, among others,
regarding executive officer stock option issuances and exercises
during 2005. Please include the tabular disclosure specified by
Item
8 of Schedule 14A and Items 402(c) and (d) of Regulation S-B
regarding named executive officer option grants and exercises.
Proposal No. 3: Amendment ...to Increase the Number of Authorized
Shares..., page 17
4. We note that your proposed increase in authorized preferred
stock
relates significantly to the Barron financing while your proposed
increase in authorized common stock relates significantly to the
LabMentors acquisition. Revise your proxy card so that
stockholders
are given the right to vote separately on the proposed increase in
the number of authorized shares of common stock and the proposed
increase in the number of authorized shares of preferred stock.
Also
revise your disclosure in the proxy statement to discuss each
proposal separately. Rules 14a-4(a)(3) and (b)(1) require that
the
form of proxy provide for a separate vote on each matter
presented.
See Section II.H of SEC Release No. 34-31326.
5. Your acquisition of LabMentors appears to implicate Note A of
Schedule 14A. Please revise your proxy statement so that you have
provided information required by Items 11, 13 and 14 of Schedule
14A
regarding the acquisition. Among your revisions, include audited
LabMentors financial statements covering two fiscal years as
required
by Item 14(c)(2) of Schedule 14A and Item 17(b)(7) of Form S-4,
due
to the apparent significance of the acquisition to you. In this
regard, we also note that your Form 8-K filed on December 9, 2005,
as
amended, does not include audited LabMentors financial statements
covering two fiscal years as required by Item 9.01 of Form 8-K and
Rule 3-05 of Regulation S-X and should be amended to do so.
Further, among your Item 14 revisions in the proxy statement,
provide
management`s discussion and analysis regarding LabMentors,
according
to Item 14(c)(2) of Schedule 14A and Item 17(b)(5) of Form S-4.
In
addition, expand your discussion of LabMentors business so that
you
comply with Item 14(c)(2) of Schedule 14A and Item 17(b)(1) of
Form
S-4. Alternatively, tell us in your response letter why you
believe
you are not required to provide some or all of the information
elicited by this comment.
6. So that stockholders may gain a better sense of the
relationship
between the LabMentors acquisition, the suggested need for the
increase in authorized common stock and the potential extent of
adverse consequences, note in the proxy statement the different
earnings objectives tiers stated in the stock purchase agreement
and
the number of shares of common stock you must issue the former
LabMentors stockholders upon reaching any of the tiers.
7. You state on page 17 that, "[a]t this time, [you] are currently
negotiating the possible acquisition of two businesses, and
contemplate issuing common stock to fund those acquisitions."
This
disclosure implies that you have current plans for the use of the
additional shares afforded by your proposal to increase the number
of
authorized common stock. Therefore, please revise your proxy
statement to provide the information required by Items 11, 13 and
14
of Schedule 14A, as required by Note A of Schedule 14A. Among your
revisions, describe the terms of these transactions, and include a
discussion of how these transactions could positively and
negatively
impact your stockholders. Alternatively, tell us in your response
letter why you believe you are not required to provide some or all
of
this information.
8. Describe the consequences to the company, including the
consequences under the LabMentors acquisition and Barron financing
agreements, if either authorized stock increase proposal is not
approved by stockholders.
Proposal No. 5: Amendment ... to Permit the Board to Limit Waiver
or
Amendment ..., page 21
9. Please discuss the possible negative effects of this proposal
on
different classes of stockholders. Then disclose the consequences
to
the company if the proposal is not approved by stockholders.
10. Disclose what is meant by "designated percentage" and
"designated
class" and when these designations are to be determined.
Proposal No. 6: Amendment ... to Authorize the Board to Designate
and Issue ..., page 22
11. Expand your description, by providing further examples, of the
adverse consequences to existing stockholders if this proposal is
implemented. Include discussion of possible liquidation
preferences,
conversion rights, redemption rights and dividend rights that the
board may afford a new class or series and how this would effect
current stockholders. Then disclose the consequences to the
company
if the proposal is not approved by stockholders.
Interest of Certain Persons in Matters to be Acted Upon, page 23
12. We note your disclosure as to the absence of substantial
insider
interest in the election and ratification proposals; also provide
the
disclosure required by Item 5 of Schedule 14A regarding interests,
if
any, of specified persons in the charter amendment matters to be
acted upon at the meeting.
* * * *
As appropriate, please revise your filing and respond to
these
comments. You may wish to provide us with marked copies of any
revisions to expedite our review. Please furnish a cover letter
with
your revised filing that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your revised filing and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosure they
have
made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Cheryl Grant, Senior Staff Attorney, at (202)
551-3359, or me, at (202) 551-3810, with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: via facsimile (208-343-1321)
Shannon Wilson, Assistant Chief Financial Officer
PCS Edventures!.com, Inc.
Mr. Farley
PCS Edventures!.com, Inc.
July 11, 2006
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