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
December 5, 2005
----------------
Date of Report
(Date of Earliest Event Reported)
PCS EDVENTURES!.COM, INC.
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(Exact Name of Registrant as Specified in its Charter)
IDAHO 000-49990 82-0475383
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
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(Address of Principal Executive Offices)
(208) 343-3110
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Registrant's Telephone Number
N/A
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(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))
Item 2.01. Completion of Acquisition of Disposition of Assets.
a) Registrant completed its acquisition of 511092 N.B. LTD., a
Canadian corporation, dba LabMentors on December 5, 2005 through
the execution of Shareholder's Exchange Agreement.
b) LabMentors engages 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. LabMentors' products and technologies are targeted
to the public and private school classrooms. The products and
technologies are delivered to the classroom through software and
Internet access. These technologies allow students to explore the
basic foundations of computers from programming to database
technologies to server integration.
Through the acquisition of LabMentors, Registrant acquired all
assets, namely current inventory of learning programs, intellectual
property comprising the delivery platform, one pending Canadian
trademark application, and one Canadian copyright, accounts
receivable, and cash, as well as the liabilities, namely trade
payables and deposits payable comprising of one deposit payable due
December 2005. All stock that was outstanding for LabMentors at the
time of close was converted into Registrant's stock at $0.60 per
share.
c) No material relationships existed between the parties, PCS
Edventures!.com, Inc. and 511092 N.B. LTD or either of its
presidents, board members, or any associate of any such director
or officer.
d) The purchase was structured through a Share Exchange Agreement
prepared by Hawley, Troxell, Ennis & Hawley of Boise, Idaho in
conjunction with Stewart, McKelvey, Sterling, & Scales of
Fredericton, New Brunswick. The purchase price of the transaction
was $420,000 USD, which was converted to Registrant's stock at
$0.60 per share and stock was issued pursuant to Rule 144 (17 CFR
230.144) in the amount of 700,000 shares. No material
relationships as disclosed in paragraph (c) of this Item 2.01
existed that would have changed the formula or principle followed
in determining the amount of such consideration.
e) Not applicable.
Item 9.01. Financial Statements and Exhibits.
a) Financial statements of business acquired.
1) Financial statements of the business acquired, 511092 N.B. LTD dba
LabMentors, and listed in Item 2.01 above are filed herewith
pursuant to Regulation S-B (17 CFR 228.310(c)).
2) The financial statements of the business acquired were prepared
pursuant to Regulation S-B (17 CFR 228.310(a)) and a manually signed
accountant's report has also been provided pursuant to Rule 2-02 of
Regulation S-X (17 CFR 210.2-02).
3) Not applicable.
4) The financial statements of the business acquired attached hereto
for the year May 31, 2005 were audited by the accounting firm of HJ
& Associates, LLC listed in the Audit Report referenced in Item
9.01(a)(2). Unaudited interim financial statements dated as of and
for the period ended September 30,, 2005 (Balance Sheet and Income
Statement) will be provided within 75 days of the date of this
report.
510229 N.B. LTD. DBA LABMENTORS
Financial Statements
May 31, 2005
C O N T E N T S
Report of Independent Public Accounting Firm 3
Balance Sheet 4
Statement of Operations 5
Statement of Stockholders' Equity (Deficit) 6
Statement of Cash Flows 7
Notes to the Financial Statements 8
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
Board of Directors
511092, Ltd. DBA LabMentors
Fredericton, Canada
We have audited the accompanying balance sheet of 511092, Ltd., DBA
LabMentors as of May 31, 2005 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year ended May 31,
2005. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of 511092,
Ltd., DBA LabMentors as of May 31, 2005 and the results of its
operations, and its cash flows for the year ended May 31, 2005 in
conformity with United States generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 7,
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 which together raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard
to these matters are also described in Note 7. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.
/s/HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
November 21, 2005
511092 N.B. LTD. DBA LABMENTORS
Balance Sheet
May 31, 2005
ASSETS
CURRENT ASSETS
Accounts receivable $ 15,831
Other receivable (Note 4) 4,857
Restricted cash (Note 3) 13,934
Prepaid expenses 1,433
Other current assets 164
---------
Total Current Assets 36,219
FIXED ASSETS (NET) 4,009
EDUCATIONAL SOFTWARE 163,219
INTELLECTUAL PROPERTY 22,505
---------
TOTAL ASSETS $ 225,952
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft $ 8,586
Accounts payable 45,937
Accrued interest 3,964
Accrued expenses 8,353
Deposits payable 3,977
Notes payable and current portion of long-term
liabilities (Note 5) 64,024
---------
Total Current Liabilities 134,841
---------
LONG-TERM LIABILITIES
Long-term liabilities (Note 5) 100,188
---------
Total Liabilities 235,029
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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 (19,713)
Accumulated deficit (284,639)
---------
Total Stockholders' Equity (Deficit) (9,077)
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 225,952
=========
The accompanying notes are an integral part of these financial
statements.
F-4
511092 N.B. LTD. DBA LABMENTORS
Statement of Operations and Other Comprehensive Loss
For the Year Ended May 31, 2005
REVENUES $ 124,848
EXPENSES
Salaries and wages 79,406
Depreciation and Amortization expense 30,202
General and administrative 167,698
---------
Total Operating Expenses 277,306
---------
OPERATING LOSS (152,458)
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OTHER INCOME AND EXPENSES
Interest expense (6,864)
Gain on settlement of debt 21
---------
Total Other Income and Expenses (6,843)
---------
NET LOSS (159,301)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment (160)
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TOTAL COMPREHENSIVE LOSS $(159,461)
=========
BASIC LOSS PER SHARE $ (0.01)
=========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 15,203,769
==========
The accompanying notes are an integral part of these financial
statements.
F-5
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) -
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Balance, May 31, 2005 17,511,200 $295,275 $ (284,639) $ (19,713)
========== ======== ========== =========
The accompanying notes are an integral part of these financial statements.
F-6
511029 N.B. LTD. DBA LABMENTORS
Statement of Cash Flows
For the Year Ended May 31, 2005
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (159,301)
Adjustments to reconcile net loss to net cash used by operating
activities:
Depreciation and amortization expense 30,202
Gain on forgiveness of debt (21)
Common stock for services rendered 3,981
Changes in operating assets and liabilities:
Decrease in accounts receivable (15,343)
(Increase) in restricted cash (13,505)
Increase in prepaid expense (1,379)
Decrease (increase) in other assets (5,289)
Increase in accounts payable 16,553
(Decrease) in accrued liabilities (13,362)
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Net Cash Used by Operating Activities (157,464)
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CASH FLOW FROM INVESTING ACTIVITIES
Capitalization of educational software (148,113)
Purchase of fixed assets (3,498)
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Net Cash Used by Investing Activities (151,611)
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank overdraft 8,586
Proceeds from issuance of common stock 161,083
Cash proceeds from notes payable 126,054
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Net Cash Provided by Financing Activities 295,723
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EFFECT OF EXCHANGE RATES ON CASH 112
----------
NET DECREASE IN CASH (13,240)
CASH AT BEGINNING OF YEAR 13,240
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CASH AT END OF YEAR $ -
==========
The accompanying notes are an integral part of these financial statements.
F-7
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 2005
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. Diluted loss per share is equal to basic loss per
share as the result of the antidilutive nature of the stock equivalents.
As of May 31, 2005, the Company had no stock equivalents outstanding.
F-8
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 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 year ended May 31, 2005, the Company had sales to major
customers that exceeded 10 percent of revenues as follows:
Customer A - $ 79,112 64%
Customer B - $ 45,379 36%
The Company also has an account receivable from a major customer as of
May 31, 2005 as follows:
Customer A - $ 5,048
Customer B - $ 10,783
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.
F-9
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 2005
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Provision for Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating
loss and tax credit carry forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are
the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely that not
that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of May
31, 2005:
Deferred tax assets:
NOL Carryover $ 94,675
Deferred tax liabilities: -
Valuation allowance (94,675)
-----------
Net deferred tax asset $ -
===========
The income tax provision differs from the amount of income tax
determined by applying the Canadian federal and provincial income tax
rates totaling 35% to pretax income from continuing operations for the
years ended May 31, 2005 due to the following:
Book loss $ (55,810)
Valuation allowance 55,810
-----------
$ -
===========
At May 31, 2005, the Company had net operating loss carryforwards of
approximately $270,000 that may be offset against future taxable income
from the year 2005 through 2024. No tax benefit has been reported in
the May 31, 2005 financial statements since the potential tax benefit is
offset by a valuation allowance of the same amount.
Canadian tax laws allow a company to recoup a significant amount of
research and development costs. As a result, the Company will continue
to conduct its research and development within Fredericton, New
Brunswick and continue to apply for such tax incentives. In addition,
income taxes are/will be prepared in accordance with Revenue Canada
guidelines so as to maximize additional incentives, when available (see
Note x).
F-10
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 2005
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
h. Newly Issued Accounting Pronouncements
During the year ended May 31, 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.
i. 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.
F-11
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 2005
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
j. 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.
k. 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 May 31, 2005 was $13,934.
NOTE 4 - TAX INCENTIVES
Scientific Research & Experimental Development ("SR&ED") can allow for
tax credits to Canadian companies. SR&ED is a refundable tax credit
program offered by the Canada Revenue Agency ("CRA") to provide
incentive for companies to undertake development activities in Canada.
There are stringent reporting criteria to complete the filings to be
reimbursed for the HST to apply for these credits. The Company is in the
process of applying for such refundable tax credits for the years ended
May 31, 2004 and 2005. Because of the uncertainties surrounding the
application process and related qualifications no amounts related to
there possible credits have been recognized in these financial
statements.
As of May 31, 2005, the Company had a net refund due or receivable of
$4,857.
F-12
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 2005
NOTE 5 - NOTES PAYABLE & LONG TERM DEBT
As of May 31, 2005, the following notes payable and long-term debt was
outstanding:
ACOA Loan $ 20,568
Loan #1 BH 5,853
Loan #2 CK 7,962
Notes Payable WIF 79,620
Notes Payable Frank Maresca 50,209
----------
Total $ 164,212
==========
Less current portion (64,024)
----------
Long Term Debt $ 100,188
==========
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
noted above, 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.
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.
F-13
511092 N.B. LTD. DBA LABMENTORS
Notes to the Financial Statements
May 31, 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"). The Letter of Intent provides for a
definitive agreement to be executed and closing to take place by
November 30, 2005 at which time, the Company is expected to become a
wholly owned subsidiary of PCS. All accounting will be undertaken by
PCS, while sales and research and development will continue to take
place in Fredericton, New Brunswick Canada. No employees will be
terminated as a result of the acquisition.
F-14
b) Pro forma financial information. Proforma financial information
will be proved within 75 days of the date of this Report.
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.
Exhibit No. Exhibit Description
----------- --------------------
2.1 Shareholder Exchange Agreement
Disclosure Schedules to Shareholder Exchange
Agreement
* 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: 12/9/05 /s/Anthony A. Maher
------- ----------------------------
Anthony A. Maher, CEO, President and
Chairman of the Board of Directors