U. S. Securities and
Exchange Commission  Washington, D.C.
20549  FORM 10-KSB  [X] ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
ended March 31, 2008  [  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition
period from  _____________ to ______________  Commission File No.
000-49990  PCS EDVENTURES!.COM,
INC. (Name of Small Business
Issuer in its charter)  IDAHO
82-0475383(State or Other
Jurisdiction of
(I.R.S. Employer
Identification No.)incorporation or
organization)  345 Bobwhite Court,
Suite 200 Boise, Idaho
         83706 (Address of Principal executive offices) (Zip Code)  Issuer's telephone
number: (208) 343-3110  N/A (Former Name or Former
Address, if changed since last Report)  Securities registered
under Section 12(b) of the Exchange Act:  Title
of each class
                              Name
of Each Exchange on Which Registered None.  Securities registered
under Section 12(g) of the Exchange Act:  No par value common
stock  Check whether the issuer
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act [  ]  Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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.  Yes X No
__  PAGE
1   Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]  Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).  Yes  No X  State issuer's revenues
for its most recent fiscal year: $3,827,689.  State the aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date within
the past 60 days.  June 20, 2008:
$52,669,320 - There are approximately 32,918,325, shares of common voting stock
of the Registrant beneficially owned by non-affiliates. These computations are
based upon the bid price for the common stock of the Registrant on the OTC
Bulletin Board of the National Association of Securities Dealers, Inc. ("NASD")
on June 20, 2008 or $1.60 per share.  (ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)  Not Applicable.  Check whether the issuer
has filed all documents and reports required to be filed by Section 12, 13 or
15(d) of the Exchange Act after the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]  (APPLICABLE ONLY TO
CORPORATE ISSUERS)  State the number of
shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  June 20, 2008  37,536,487  DOCUMENTS INCORPORATED
BY REFERENCE  If the following
documents are incorporated by reference, briefly describe them and identify the
part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 (Securities Act).  The list documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1990).  Transitional Small
Business Issuer Format (check one):  Yes [ ]; No [X]     PAGE
2    TABLE OF CONTENTS PAGE Part IItem 1.
Description
of Business
4Item 2.
Description
of Property
18Item 3.
Legal
Proceedings
19Item 4.
Submission
of Matters to a Vote of Security Holders
19Part IIItem 5.
Market
for Common Equity , Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities
19Item 6.
Management's
Discussion and Analysis or Plan of Operation
26Item 7.
Financial
Statements
31Item 8.
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
76Item 8(A)T.
Controls
and Procedures
76Item 8B.
Other
Information
76Part IIIItem 9.
Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section
16(a) of the Exchange Act
77Item 10.
Executive
Compensation
81Item 11.
Security
Ownership of Certain Beneficial Owners and Management and related
Stockholder Matters
86Item 12.
Certain
Relationships and Related Transactions
87Item 13.
Exhibits
88Item 14.
Principal
Accountant Fees and Services
89Signatures
90  PAGE
3   PART I Item 1. Description of Business.  Business Development.   General.  PCS
Edventures!.com, Inc. (the "Company," "PCS," "we," "our," "us" or similar words)
was incorporated in 1994 in the State of Idaho. In October 1994, we acquired PCS
Schools, Inc. ("PCS Schools"), which was later divested to focus our efforts on
educational systems for use in classrooms instead of free standing learning
centers.  In November 2005, we acquired PCS LabMentors, Ltd. based in
Fredericton, New Brunswick, Canada, which is a wholly owned subsidiary of PCS
Edventures!.com, Inc.  PCS LabMentors is
the exclusive provider of a proprietary virtual lab technology, which is
designed to provide hands-on experience to high school through college students
studying a variety of technical topics. These technical topics include
programming, network management, security, and operating systems. LabMentors'
technology provides students with the ability to manage and configure any
hardware/software platform remotely, through a proprietary client accessed
remote server farm. Also embedded within the LabMentors system is a Learning
Management System (LMS) that enables the delivery and tracking of curriculum and
tasks to students. Using LabMentors' complete solution, any school or
institution can offer advanced IT training topics in any number of areas such as
Windows Server 3000®, Linux® system administration, and various other
applications without the associated overhead of owning and managing various
hardware platforms.  The Company is
engaged in the business of developing and marketing educational learning labs
bundled with related technologies and programs. Our products and technologies
are targeted and marketed to and private school classrooms for pre-kindergarten
through college, after school market, and home school market.  Our products
and technologies are delivered to each of these markets through an inventory of
hardware, software, books (both developed in-house and from external sources),
and Internet access. Our technologies and products are delivered to the home
user through Internet access via a subscription based website.  Our
products and technologies allow students ages 3 and up to explore the basic
foundations of mechanical engineering, structures in architecture, robotics,
mathematics, art, computer science, programming, and physical science.  PCS
Edventures!.com, Inc. has developed several innovative technology based
educational Programs directed to the pre-kindergarten through high school age
groups. Our Academy of Engineering; Academy of Electric Engineering; PCS
Academy of Science; Academy of Robotics; Edventures! Lab; and Discover! Lab
products are site-license installations for classrooms and learning programs.
Our PCS BrickLab® and Young Learner Building Box products are also for
classrooms and learning programs, but are not licensed. Our Edventures! Online
product is our comprehensive Internet delivered educational experience that
supports our Edventures! Labs and our Discover! Labs site licenses and also
serves as a stand-alone program for home use on a monthly subscription basis.
Separately, and in combination, these products present a platform for delivering
educational services and support to classrooms, learning centers, and home
users, and create a virtual community of learners and parents on the web. It is
our business strategy that as this online community grows, it will become an
education portal through which additional PCS programs and services can be
marketed and delivered.  The results of
operations discussed herein are on a consolidated basis.   PAGE
4   Recent
Developments.   The following are the business
developments during fiscal 2008:  We continued to
explore potential mergers, acquisitions, and partnerships during FY2008 seeking
opportunities and values that would strengthen PCS Edventures through improved
sales and marketing, development, or operational efficiency.  We continued our
long term relationship with Edison schools in FY2008 providing additional
customized learning labs for their summer adventures programs as well as
supplying them with materials authored and developed in previous years.
 Edison programs developed by PCS range from primary stage camps in life
science and biology to high school age activities in engineering, electronics,
and robotics.  Packaging, fulfillment, and support were further streamlined
this year to improve efficiency and the overall customer experience.  Our LabMentors
division has cultivated a strong relationship with DeVry which continues to grow
and we have developed infrastructure expansion plans to support continued
growth.   In addition, four new products for Cengage were developed
using a combination of internal and outsourced resources to maximize our
development efficiencies.  Four additional products are in the planning
stages to facilitate additional growth with this partner.  Outsourcing
relationships were developed to support and expand development on our school
administrative software suite.  We continued to
expand our sales staff to drive stronger revenues into targeted market segments
both domestic and international, and established new distribution partners in
Singapore and Australia while strengthening existing relationships with our
partners in the Middle East and Pakistan.  In addition, our domestic sales
staff expanded our relationships and market presence in the California
afterschool market and the national magnet school market.  We continued to
develop our core line of engineering, electronics, and robotics labs and
completed additional curriculum in programming and robotics.  Our middle
and high school fischertechnik curriculum was expanded to better meet the needs
of professional technical educators at this level.  Our new Digital Media
Labs product line was expanded with dedicated development staff to produce and
support new titles.  We completed our second generation of proprietary
robotic micro-controllers and our own programming environment and initiated
design on the third generation for shipping in FY2009.  We refined our
partnership with an overseas manufacturer of components for our BrickLab
products that strengthens our supply chain and provides a higher quality of
manipulative at more competitive price.  Our Young Learners curriculum was
expanded and pilots for testing and refinement were deployed into key corporate
partner sites in the United States and private schools in Taiwan and Saudi
Arabia.  We expanded our
relationship with Boise State University in developing and testing curriculum,
software, and hardware, and were successfully funded through Federal
appropriations to deploy a systemic STEM solution into Idaho schools.  This
partnership between the BSU College of Engineering, College of Education,
Meridian School District, and PCS Edventures will provide teacher training and
materials to the Meridian District and develop and deploy a research study to
document the academic impact of PCS Learning Labs in the classroom.  .           PAGE
5      Strategy.   Our strategy is to
provide a broad range of educational products tied to educational standards in
the U.S. and international markets delivered via the Internet, after school
programs, and in classrooms to address the various needs of pre-kindergarten
through college age levels. Our strategy consists of the following key
areas:  · working with various customers to customize educational products
to meet their growing needs and adapt current curriculum to fit specific
standards; · continued training of our recently expanded sales force to
increase market awareness and penetration at all targeted market levels; · building the PCS brand to continue to increase market
awareness; · developing new and enhancing current curriculum to increase market
appeal; and · utilizing the Internet to bring our products to other areas,
persons, and markets to increase market penetration.  Foreign Currency Exchange Rate
Risk.   The Company sells
many products throughout the international market, as well as having operations
in Canada as a result of the acquisition of LabMentors.  As a result, our
statement of cash flows and operating results could be affected by changes in
foreign currency exchange rates or weak economies of foreign countries. Working
capital necessary to continue operating our foreign subsidiary are held in
local, Canadian currency, with additional funds utilized through the parent
company being held in U.S. dollars. Any gains or losses from the foreign
currency translation are presented in our statements of operations. The Canadian
  subsidiary is not a significant component of our business and as
such the risk associated therewith is minimal.   Backlog.   Our unearned
revenue was $288,703 at the fiscal year ended March 31, 2008. The unearned
revenue was $122,825 for the same period ending March 31, 2007. At the end of
fiscal year 2008, the entire amount of unearned revenue is expected to be earned
during fiscal years 2009 and 2010. All amounts listed in unearned revenue are
for orders placed by customers to the Company that merely have yet to be
delivered to the customers or license fees paid but that have yet to be fully
utilized by our customers. Once the products are delivered to the customers, the
amounts will be invoiced and recognized as revenue in the appropriate period.
Each month, the license fees are amortized according to the length of the
subscription/license.  Seasonality.   Our quarterly
operating results fluctuate as a result of a number of factors, including, but
not limited to, the funding of customers, timing of product development and
release, availability and timeliness of items required for assembly of the
products, budget cycles, and period ending dates. Because of these factors, the
results for the interim periods presented are not necessarily indicative of the
results one could expect to see for the Companys entire fiscal year.     PAGE
6   Business
of Issuer.   We are engaged in
the business of developing and marketing educational Learning Labs, virtual
labs, and related technologies and programs directed to the kindergarten through
college levels, as well as the after-school market. Our products and
technologies are targeted to the public and private schools classroom, after
school market, and home school market. Our products and technologies are
delivered to the classroom through an inventory of hardware, software, books,
and Internet access. Our technologies and products are delivered to the home
user through Internet access to our subscription based website. Our products and
technologies allow students of all ages to explore the basic foundations of
mechanical engineering, structures in architecture, art, electrical engineering,
mathematics, science, and computer programming. We
have only commenced marketing efforts for our current products and technologies
during the last four years, and more recently the PCS LabMentors' products in
2006. We continue to expand distribution and marketing channels. To date, we
have sold over 5,000 Labs to the US and international markets. In addition, the
LabMentors subsidiary has two major customers in the US that it continues to
service with its multi-platform virtual labs. Principal products or services and
their markets.   We have now
developed and are currently marketing a number of innovative technology based
educational programs for the kindergarten through 12th grade ("K-12") classroom
market, the K-12 after-school market, the private learning center market, and
the home school market.  In addition, the virtual lab programs from our
LabMentors division are currently marketed to the collegiate level. Separately,
and in combination, these lab products present a platform for delivering
educational services and support, and create a virtual community of learners and
parents on the web. It is our intent that as this community grows, it becomes an
education portal through which additional PCS programs and services can be
deployed.  Customers
currently use our products to:  · uniquely motivate
students by engaging them in their own learning; · provide
opportunities for students to pursue their own interests and questions and make
decisions about how they will find answers and solve problems; · make learning
relevant and useful to students by establishing connections to life outside the
classroom, addressing real world concerns, and developing real world skills,
which are desired by todays employers, including the ability to work well with
others, make thoughtful decisions, take initiative, and solve complex
problems; · provide
opportunities for teachers to build relationships with each other and with those
in the larger community through sharing with other teachers, parents, mentors,
and the business community who all have a stake in the student's education; · provide exciting,
hands-on, inquiry based instruction, which is recommended by The National
Science Teachers Association, The National Science Education Standards, American
Association for the Advancement of Science, Project 2061, and many more; · help increase
test scores and understanding in Science, Technology, Engineering and Math
(STEM) standards; · infuse engaging,
technology-based methods and practices into the traditional classroom; · teach concepts
from mechanical, electrical, structural, and software engineering as well as
mechatronics and robotics. · challenge
students through promoting critical thinking, creativity, and problem solving
techniques; · enable teachers
to teach science lab activities without a science lab; · enable IT
training professionals at the high school and college level to offer
sophisticated hands-on training labs through virtualization, effectively
eliminating their need to own and manage expensive server networks.   PAGE
7   The
products that we are currently marketing are divided into nine distinct product
lines that are applicable and useful to a variety of education market segments.
 These product lines have been designed to stand alone as well as integrate
with one another to create contiguous, systemic solutions:   [f10ksb033108002.gif]  Young Learners  The Young Learners
product line offers a comprehensive, project-based-learning approach to
developmentally appropriate curriculum and program management.  The product
line includes the Young Learner BrickLab and the Young Learner Merit System
hands-on learning centers that introduce developmentally appropriate aspects of
building, technology, and science.   Young Learner Merit System
centers are a new product addition and the curriculum is currently being tested
in pilot sites within early childhood chains and programs in the United States
and Saudi Arabia.  Young Learner modules range in price from $395 to
$1995.  BrickLab  BrickLab is a
remarkably effective system of plastic building blocks combined with PCS
curriculum resources that address technology, math, science principles at the
early primary grade stages.  Simple to use, manage, and teach, it is an
engaging and effective tool for hands-on STEM education.  PCS currently has
six volumes of curriculum that support the BrickLab manipulative package
addressing needs for students in grades K, 1, 2, 3, 4, and 5.  The BrickLab
Survey curriculum provides a variety of activities that are ideal for
afterschool and unstructured learning environments.  A special homeschool
compilation of activities is packaged with a smaller lab pack for families and
small groups.  The price for the BrickLab modules is $99.95 for a
three-student package and $595 for a 30-student classroom pack.  Edventures Enrichment  The Edventures
curriculum strand was the original PCS afterschool program designed for students
ages 7-13, that provides a broad set of subject areas including art,
programming, web page design, mechanical engineering, CAD, chess, physics,
electricity, and others.  The wide variety of topics was designed to engage
a variety of types of students in hands-on learning within a dynamic, open ended
learning  PAGE
8   environment.
 The Edventures curriculum is sold through an online license for homes and
classrooms, or bundled within a lab package, the Discover Lab, that includes a
storage cabinet, LEGO® manipulatives, and other supporting items.
 Edventures program licenses includes online assessment and support tools
as well as access to the Edventures Robotics Challenge (ERC), an online
competition framework that allows all Edventures lab students to share
information and compete. The price for Edventures products ranges from $69.95
for a home access account to $3,495 for a 10-student Discover Lab module.  Academy of Engineering  Our Academy of
Engineering Lab is a site license program designed for use within various K-12
programs and is scalable for various environments using 10 student modules that
include hardware, software, lab furniture, and curriculum. Using the Academy of
Engineering students develop, design, and produce exciting hands-on projects
ranging from catapults to robots in response to engaging challenges in a variety
of topics. The current Academy of Engineering product includes three primary
volumes of mechanical engineering activities and seven extension books
addressing applied mathematics, science, structural engineering, and historical
engineering activities.  There are several configurations of the Academy of
Engineering that utilize LEGO or fischertechnik constructs for hands-on
activities.  Fischertechnik solutions are typically used in more rigorous
applications at the high school or university level while the LEGO solution is
more often used in afterschool or primary solutions.  The Academy of
Engineering license includes online assessment and support tools as well as
access to the Edventures Robotics Challenge (ERC), an online competition
framework that allows all Edventures lab students to share information and
compete.  The price for Academy of Engineering implementations begin at
$10,995.  Academy of Robotics  Our Academy of
Robotics Lab is a site license program designed for use within various K-12
programs and is scalable for various environments using 10 student modules that
include hardware, software, lab furniture, and curriculum.. Using the Academy of
Robotics students develop, design, and produce exciting hands-on projects
ranging from simple robotic automatons to advanced manufacturing simulations.
The current Academy of Robotics product includes three primary volumes of
robotics curriculum covering the basics of mobility, structural integrity,
motorization, end effectors, working envelopes, programming, sensor integration,
and more.  There are several configurations of the Academy of Robotics that
utilize LEGO or fischertechnik constructs for hands-on activities.
 Fischertechnik solutions are typically used in more rigorous applications
at the high school or university level while the LEGO solution is more often
used in afterschool or primary solutions.  The Academy of Robotics license
includes online assessment and support tools as well as access to the Edventures
Robotics Challenge (ERC), an online competition framework that allows all
Edventures lab students to share information and compete.  A robotics
starter package bundles the Edventures Robotics Challenge with a starter
inventory of manipulatives from fischertechnik, LEGO, or KNEX for $495; the
price for Academy of Robotics implementations begin at $6,995.  Academy of Electronics  Our Academy of
Electronics Lab is designed for use within various K-12 programs and is
scalable using 10 student modules that include hardware, software, lab
furniture, and curriculum. Using the Academy of Electronics students develop,
design, and produce exciting hands-on projects ranging from simple analog
circuits demonstrating resistance to advanced digital logic projects using a
variety of industry standard integrated circuits. The current Academy of
Electronics product includes two primary volumes of electronics curriculum
covering the basics of analog and digital electronics.  Academy of
Electronics modules utilize standard electronic components and breadboards as
constructs for hands-on activities.  The price for Academy of Electronics
implementations begin at $1,995.  Academy of Science  The PCS Academy of
Science is a physical science solution designed for use within various K-12
programs and is scalable using 10 student modules that include hardware,
software, and curriculum. The unique, hands-on science packages within the
Academy of Science combine curriculum and simple, effective apparatus that
enable teachers to quickly and easily demonstrate complex science concepts.
 Various  PAGE
9   configurations
of the products enable it to be effective as an afterschool or classroom
solution and the curriculum is aligned with National and State science
standards. The products can be purchased in a lab format or individually based
on the specific needs of the customer. The labs currently sell for between
$2,395 and $47,995, while individual products vary in price.  Digital Media Labs  Our Digital Media
Labs are designed for use within various K-12 programs and are scalable using 10
student modules that include hardware, software, storage solution, and
curriculum. The PCS Digital Media Labs combine digital photography, video, and
audio equipment with a comprehensive curriculum that helps teachers apply
engaging, exciting tools to core curriculum areas such as history, science,
language arts, and mathematics.  The curriculum is aligned with technology
standards from the International Society for Technology Education (ISTE) and the
International Technology Education Association (ITEA). 10 student lab packs for
photography, video, or audio start at $6,495.  LabMentors  The technologies
and products for PCS LabMentors, LTD. that we are currently marketing are as
follows:  On-call mentoring.
This is a 24 hour 7 days per week call in and/or email service for students to
contact the company for technical assistance. The current price is $25 per
student per month for unlimited assistance.  Windows® Based
Applications. Currently LabMentors has virtual labs on its proprietary platform
for Windows XP® and Windows Server 2003®. These labs currently sell for between
$60 and $75 per student. The pricing is for individual students, while large
clients are billed based on virtual machine lab hours at a negotiated rate.  Linux® Based
Applications. Currently LabMentors has virtual labs on its proprietary platform
for Linux+®. These labs currently sell for $75 per student. The pricing is for
individual students, while large clients are billed based on virtual machine lab
hours at a negotiated rate.  Custom Labs. In
addition, LabMentors also provides custom lab development. This pricing is based
on the complexity and resources involved in developing such curriculum/virtual
labs.  We believe that
education programs of our type are not currently available from any other source
and present a unique opportunity for sales and marketing to specific segments of
the education industry. We believe that PCS' education programs deliver a
unique, proven learning experience that:  · provides students
with exciting and relevant activities that brings curriculum to life; · develops
essential critical thinking and problem-solving skills; · prepares students
for real-world career demands; and builds
a strong foundation in technical literacy.   Markets.   The educational
market is a significant market in the United States but is fragmented into
various segments ranging from non-profit educational programs to the public
school system. We focus our sales and marketing efforts on specific market
segments in an integrated strategy that is intended to build brand name
awareness of our PCS products in schools, at home, and within the larger
educational marketplace.  We continue to
believe that a major shift of focus is taking place in education in our public
and private schools as educators and parents seek to maximize educational
experiences for children based upon advances in technology. We believe that this
shift necessitates sweeping changes in how schools are  PAGE
10   operated,
programs are taught, technology is integrated, students are assessed, and
classrooms are managed. Over the past few years, the emergence of a for-profit
education industry has begun to evolve in response to parents' and society's
demand for more and better alternatives in education. Parents are giving their
children's schools low grades for teaching performance, and, at the same time,
there is an increase in public support for school choice. The issue of
education, including the public funding of private school vouchers is
significant. A school voucher program has also been recently upheld in a case
decided at the United States Supreme Court. These factors are driving the growth
of private and charter school alternatives.  Capitalizing on
this atmosphere, private education based companies specializing in after-school,
tutoring, and special skills programs are marketing programs, technologies, and
products catering to teachers, students, and parents. Parents support
alternative education programs and enrichment activities and actively seek them
out for their children, as well as exert more and more pressure on public
schools to improve their performance. We believe that with the change and unrest
taking place within the education industry, enormous opportunities are emerging
for companies who understand the problems and promise of technology and new
educational methodologies. It is our business strategy to, through our
technologies and experience, develop and market technology enhanced learning
programs to address this education demand.  The growth of the
Extended Learning Market. Recent high-profile federal programs indicate a
growing opportunity within the extended learning market which encompasses
before, after, and summer school programs on the campus of public schools, or
operated through the venue of organizations like the Boys & Girls Clubs of
America. The website www.afterschool.gov summarizes many of the federal funding
sources now available for this growing market segment. Our salespersons are
constantly reviewing the new funding sources and attempting to position our
current products in ways that fit each sources criteria.  PCS Designated Markets.   We have identified
public and private schools and the after-school programs, which are growing
quickly across the United States, as our primary market for our labs. Widespread
financial support for implementing school-based after-school programs is driving
the growth of public school programs in this segment. The growth of programs
such as those offered by the Boys & Girls Clubs of America are further proof
of the market need for this product. As a niche market, after school programs,
on and off the campus of public schools (the Extended Learning Market),
represent a potential market for PCS products.  Boys &
Girls Clubs. We are currently continuing our efforts to distribute our labs
into the Boys & Girls Clubs. To date, clubs have evidenced a strong interest
in our program due to an organization-wide mandate to implement educational
programs like the Academy of Engineering.  PCS has assisted multiple Boys
& Girls Clubs in grant writing to obtain the available funds to purchase our
products.  We currently have labs in over 100 of the 4,000 Boys & Girls
Clubs nationwide.  YMCA. We
are currently continuing our efforts to distribute our labs into the YMCA. To
date, clubs have evidenced a strong interest in our program due to an
organization-wide mandate to implement educational programs like the Academy of
Engineering. The funding cycle access to funds for these programs are a
significant factor in our ability to market the Academy of Engineering to
YMCAs. We currently have labs in several YMCAs nationwide.  Extended
Learning Market. In addition to the Boys & Girls Clubs of America and
YMCA, additional non-school-based programs are increasing through such
institutions as Community Learning Centers and other sites such as Science
Museums. PCS is currently working to establish reference sites in each of these
markets and will follow a strategy similar to the one it is pursuing with the
Boys & Girls Clubs of America. Progress to date in these market segments
includes implementation of labs within over 10 science museums nationwide.  Public Schools. The Company is currently targeting the
school day market with an extensive marketing campaign focused on conferences,
publication adverts, email, and telemarketing efforts focused on our new
Science, Technology, Engineering, and Math (STEM) lab approach. Our STEM
approach combines all of our unique PBL disciplines into one unique program that
focuses student efforts on STEM.  PAGE
11    International Market.  Efforts in the international
market are focused on the Ministries of Education and Private Schools to obtain
the largest implementation footprint as possible.  We are actively grooming
sales representatives in Australia, Singapore, India, the Middle East, and the
United Kingdom.  We are closely evaluating several potential sales reps for
the various countries within the E.U.  Higher
Education Markets. Through the parent company, various universities,
colleges, and other private institutions utilize a variety of federal grants
(GEAR UP, UPWARD BOUND, and TRIO) to purchase the various learning labs
available to best fit their teaching needs.  Students utilize these
products to obtain scholarships in the engineering and technology fields for
entrance into post-secondary education.  PCS currently has installations in
over 50 colleges within the United States.  Through the
LabMentors subsidiary, we currently have installations of the virtual labs
utilizing our proprietary software in several outlets serviced by DeVry
University and Thompson Learning/Course Technologies. We are continuing to
expand the agreements with each of these customers to expand market presence and
gain brand recognition.  Edventures! Online Markets.   Edventures!
Online is designed to provide a full-featured educational extension via the
Internet to all students participating in PCS programs such as the Academy of
Engineering. However, for families and students who do not have access to PCS
Labs through a local site license, the program is available on a subscription
basis for $69.95 per year. PCS describes the primary market for the current
Edventures! Online product as families with children ages six to thirteen who
have a strong interest in education. Edventures! Online has been approved for
state level funding for home school students in the states of California and
Alaska. PCS is currently developing a promotional effort that will take
advantage of this funding availability to promote the Edventures! program to the
thousands of home school families in these states.  Marketing and Other Agreements.   Our sales and
marketing efforts are designed to expand market share in the markets discussed
above. We currently utilize a direct sales force and are creating a catalog for
distribution to increase our market coverage.  Direct Sales
Force. Currently, we have a direct sales force consisting of six employees
(in-house) and several independent agency groups (Representatives). This
in-house direct sales force markets our products and programs in a variety of
methods to various users, providers, and others. The Representatives use their
own networks to drive increased sales in various states and countries to
increase market awareness for PCS® products and services. The in-house
salespersons utilize trade show conferences, referrals, and telephone
communications to sell and market the PCS® products.  Distribution methods of the products
or services.   All products
except the virtual labs produced by LabMentors and our Edventures! Online
subscriptions are drop shipped from the manufacturer or shipped through a
preferred provider from our warehouse to the specified customer. The virtual
labs produced by LabMentors and our Edventures! Online are delivered through the
Internet through server farms located off-site.  PAGE
12   Status of
any publicly announced new product or service.   PCS announced on
September 12, 2006 the acquisition of technological assets known as PCS STEPS®
during fiscal year 2007.  This software is for implementation into schools
to keep students, teachers, and parents connected and informed regarding grades,
attendance, homework, etc.  The anticipated release date was summer 2007.
 However, after complete review of the technology, and current competitive
products, our development team has asked for and been granted additional time
and resources to complete the program to best fit the market needs.  The
PCS STEPS® product has been transferred to our subsidiary, PCS LabMentors, for
development.  It is anticipated that the software will be sold to the
public during fiscal year 2009.  PCS announced in
January 2007 the launched of a new Edventures Robotic Challenge (ERC) product
utilizing fischertechnik® manipulatives.  This new version of our ERC
utilizes fischertechnik® manipulatives that provide for various hands-on
activities to teach students robotics, engineering, technology, and more.
 In addition, students have the ability to compete with students all over
of the world by entering our quarterly online Robotics Challenge.  During
initial launch of this product, we sold over seventy packages.  The
promotional launch included referral prizes, product giveaways, shipping
discounts, and product discounts.  PCS announced on
March 28, 2007 that it had obtained a contract with Global Techniques, a
Licensee dba PCS Middle East.  The contract information was listed in a
press release as well as in Form 8K on file with the SEC.  Amendment One to
the 8K was filed on May 17, 2007 wherein the Company stated that the funds had
yet to be received from PCS Middle East due to delays.  As of the date of
this 10-KSB, the funds have yet to be received by the Company.  Additional
inquiries have been placed with PCS Middle East regarding the delays that have
been experienced.  Additional amendments to the 8K will be filed as
needed.  Competitive business conditions and
the small business issuer's competitive position in the industry and methods
competition.   Both the education
marketplace and the Internet are highly competitive and rapidly evolving fields
and are expected to continue to undergo significant and rapid technological
change. Other companies may develop products and services and technologies
superior to our products that may result in our products and services becoming
less competitive. We are aware of several development stage and established
enterprises, including major telecommunications and computer software and
technology companies, which are exploring the fields of online educational
products and services or are actively engaged in research and development of
products and services targeted at these fields. Many of these companies have
substantially greater financial, manufacturing, marketing, and technical
resources than we have and represent significant long-term competition. To the
extent that these companies offer comparable products and services at lower
prices, or higher quality and more cost effective, our business could be
adversely affected.  Potential Competitive Advantages.   We believe that we
have certain competitive advantages which we will attempt to maximize in
developing and effecting our business strategy.  These potential advantages include
the following: High barriers
exist to entry. PCS' educational programs are innovative, unique and based on
over 20 years of experience and product development. Barriers to entry for
competitive products that are time tested are extremely high. Early and
significant market penetration will guarantee "first and best" name recognition
for the types of educational services that PCS will deliver.  Utilize the
Internet as a delivery and support mechanism for the programs. By leveraging our
extensive expertise in Internet technology, PCS achieves the following
significant advantages: (1) a high level of program control; (2) the building of
a significant data model regarding program usage; and (3) a direct channel  PAGE
13   to
enrolled students who access the program at home. Each of these advantages
provides tangible long-term benefits to the Company.  Expand program
offerings and distribute them via established program licensees. After
implementing and proving a successful program model, PCS will utilize its
established network of licensees to distribute additional programs designed to
integrate seamlessly into the already deployed sites. This creates a long-term
growth strategy that includes new and residual sales to an ever-growing list of
existing licensees on an annual basis.  Proliferate
licensing of PCS programs by continuing to expand other educational market
segments. PCS recognizes that the public schools and community organizations
offering educational programs are the best choice for rapid expansion and
capturing market share and visibility. Additional market segments will be
attacked individually as PCS demonstrates program viability, market by market.
By taking a long term strategic approach to market penetration and maintaining a
policy of solid strategic alliances for distribution, each PCS educational
program will be an asset that will continue to generate growth and sales.  Flexibility of our
products and staff to continue to provide a high quality product to various
groups and individuals.  We have a very diverse background amongst our
staff to allow the customization of almost any lab to fit the needs of the
customer.  The ability to utilize the employees knowledge coupled with the
ability to change, add or delete to our product make-up allow our company to
outshine our more rigid competitors.  Sources and availability of raw
materials and the names of principal suppliers.   None, not
applicable.  Dependence on one or a few major
customers.   In general, PCS
does not rely on one or a few major customers. However, PCS LabMentors has two
major customers that make up the majority of its revenue stream, namely Cengage
Learning, previously known as Thomson Course Technology, and DeVry
University.  Patents, trademarks, licenses,
franchises, concessions, royalty agreements or labor contracts, including
duration.   We seek to protect
our technology, documentation, and other written materials under trade secret
and copyright laws, which afford only limited protection. Generally, we enter
into confidentiality and non-disclosure agreements with our employees, key
vendors, and suppliers. Currently we use the following trade names: PCS &
Design®, Academy of Learning, Edventures!, and PCS BrickLab®, PCS Academy of
Science, PCS Edventures!.com, Inc.®, Web Lab, PCS STEPS & Design®, Young
Learning, PCS STEPS®, New Learning for a New World, Imagination in Education,
and PCS Academy of Engineering. We intend to evaluate continually the
appropriateness of seeking registration of additional product names and
trademarks as they evolve.  At the present
time, we have not applied for any patents, nor do we have any patents pending.
We anticipate that our products will not be the type for which patent protection
will be sought. However, we may file for patent protection on certain aspects of
our proprietary technology in the future.  Our PCS &
Design® mark (Registration No. 2,213,678) has been in service since at least as
early as 1992 and trademarked since December 29,1998. PCS Edventures!.COM® has
been in service since at least as early as January 1, 1999 and trademarked since
November 27, 2001.   PAGE
14   We
applied for a trademark (application #78/329127) for PCS BrickLab® on November
13, 2003.  PCS BrickLab® was registered on January 16, 2007 with
Registration Number 3,198,009.  PCS BrickLab® has been in service since at
least as early as January 1, 2002.  We applied for a
trademark (application #78/841,293) for PCS STEPS® on March 20, 2006.  PCS
STEPS® was registered on May 22, 2007 with Registration Number 3,244,304.
 PCS STEPS® has been in service since at least as early as January 1,
2006.  We applied for a
trademark (application #78/472600) for PCS ACADEMY OF SCIENCE on August 24,
2004.  We applied for a trademark (application #77/184,052) for Imagination
in Education on May 17, 2007.  We applied for a trademark (application
#77/184,043) for New Learning for a New World on May 17, 2007.  We anticipate that
the pending trademark applications will be granted in the near future.
Protection for all trademarks is for a 10-year period, with renewals available
indefinitely so long as we continue to show proof of use of the mark in
commerce.  Although we
believe that our products have been independently developed and that we do not
infringe on any third party rights, third parties may, in the future, assert
infringement claims against us. We may be required to modify our products,
trademarks, and/or technology or to obtain licenses to permit our continued use
of those rights. We may not be able to do so in a timely manner or upon
reasonable terms and conditions and as such failure to do so could irreparably
harm the Company and/or our operating results.  We currently have
curriculum royalty agreements with GibsonTech and Jackie DeLuna aka Infusing
Technology.  The agreement with Gibson Tech, which was renewed this past
year, is for cash royalty payments based on sales of our PCS Academy of
Engineering product.  The agreement with Jackie DeLuna is for cash royalty
payments based on sales of our Digital Photography lab product.  Need for any government approval of
principal products or services.   None, not
applicable.  Effect of existing or probable
governmental regulations on the business.   Small Business
Issuer.   The integrated
disclosure system for small business issuers adopted by the Securities and
Exchange Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority owned subsidiary, the parent is also a small business issuer. Provided
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuers outstanding voting and non-voting common
equity held by non-affiliates) of $25 million or more.  The Securities and
Exchange Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
We are deemed to be a "small business issuer," and we have selected to comply
with the "small business issuer" disclosure requirements of Regulation SB of the
Securities and Exchange Commission.   The Securities and
Exchange Commission has adopted a new system for disclosure rules for smaller
companies that file with the SEC. The new rules take effect February 4, 2008.
They replace the disclosure  PAGE
15   requirements
formerly in the SECs Regulation S-B. The new rules expand the smaller
reporting company category, and require the use of forms 10-K and SB-1 to
replace the use of forms 10-KSB and SB-2. Small business issuers have the option
to continue filing on form 10-KSB through their annual report, for fiscal years
ending after December 15, 2007. PCS Edventures!.com has elected to file the
annual reports for the fiscal year ending March 31, 2008 under form 10KSB.
Effective with the fiscal year ending March 31, 2009 periodic and annual reports
will be under Regulation S-K and filed on forms 10-Q and 10-K..Sarbanes-Oxley
Act.  Pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report
on Form 10-K for the fiscal year ending March 31, 2010, we will be required to
furnish a report by our management on our internal control over financial
reporting. We were not subject to these requirements for the fiscal year ended
March 31, 2008. The internal control report must contain (i) a statement of
management's responsibility for establishing and maintaining adequate internal
control over financial reporting, (ii) a statement identifying the framework
used by management to conduct the required evaluation of the effectiveness of
our internal control over financial reporting, (iii) management's assessment of
the effectiveness of our internal control over financial reporting as of the end
of our most recent fiscal year, including a statement as to whether or not
internal control over financial reporting is effective, and (iv) a statement
that our independent auditors have issued an attestation report on management's
assessment of internal control over financial reporting.  Despite the delay
in implementation by the SEC for small business issuers, the Chief Compliance
Officer undertook a review of the Companys internal controls during the fiscal
year 2007 and furnished a copy for review by all directors and management.
 This action will allow us to obtain feedback from the auditors, board of
directors, and other management to assist in the implementation of additional
controls, where needed.  Management
acknowledges its responsibility for internal controls over financial reporting
and seeks to continually improve those controls. In order to achieve compliance
with Section 404 within the prescribed period, beginning on our next fiscal
year, our CFO along with management is engaged in the process to document and
evaluate our internal control over financial reporting. In this regard,
management will need to adopt a detailed work plan to (i) assess and document
the adequacy of internal control over financial reporting, (ii) take steps to
improve control processes where appropriate, (iii) validate through testing that
controls are functioning as documented, and (iv) implement a continuous
reporting and improvement process for internal control over financial reporting.
Despite our efforts, we can provide no assurance as to our, or our independent
auditors', conclusions as of March 31, 2008 with respect to the effectiveness of
our internal control over financial reporting under Section 404. There is a risk
that neither our independent auditors nor we will be able to conclude at or
around March 31, 2008 that our internal controls over financial reporting are
effective as required by Section 404. This could result in an adverse reaction
in the financial markets due to a loss of confidence in the reliability of our
financial statements. The CFO and management intend to take every step necessary
to ensure compliance with Section 404.  Penny Stock
Designation.   Our common stock
is "penny stock" as defined in Rule 3a51-1 of the Securities and Exchange
Commission. Penny stocks are stocks: · with a price of
less than five dollars per share; · that are not
traded on a "recognized" national exchange; · whose prices are
not quoted on the NASDAQ automated quotation system; or · within issuers
with net tangible assets less than $2,000,000, if the issuer has been in
continuous operation for at least three years, or $5,000,000, if in continuous
operation for less than three years, or with average revenues of less than
$6,000,000 for the last three years.  Section 15(g) of
the Exchange Act and Rule 15g-2 of the Securities and Exchange Commission
require broker/dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before making any transaction
in a penny stock for the investor's account. You are urged to obtain and read
this disclosure carefully before purchasing any of our shares. Rule 15g-9 of the
Securities and Exchange  PAGE
16   Commission
requires brokers/dealers in penny stocks to approve the account of any investor
for transactions in these stocks before selling any penny stock to that
investor. This procedure requires the broker/dealer to:  · get
information about the investor's financial situation, investment experience, and
investment goals; · reasonably determine, based on that information, that transactions
in penny stocks are suitable for the investor and that the investor can evaluate
the risks of penny stock transactions; · provide the investor with a written statement setting forth the
basis on which the broker/dealer made his or her determination; and · receive a signed and dated copy of the statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience, and investment goals.  Compliance with
these requirements may make it harder for our stockholders to resell their
shares.  Reporting
Obligations.  Section 14(a) of
the Exchange Act requires all companies with securities registered pursuant to
Section 12(g) of the Exchange Act to comply with the rules and regulations of
the Securities and Exchange Commission regarding proxy solicitations, as
outlined in Regulation 14A. Matters submitted to stockholders of our Company at
a special or annual meeting thereof or pursuant to a written consent will
require our Company to provide our stockholders with the information outlined in
Schedules 14A or 14C of Regulation 14; preliminary copies of this information
must be submitted to the Securities and Exchange Commission at least 10 days
prior to the date that definitive copies of this information are forwarded to
our stockholders.  We are also
required to file annual reports on Form 10-KSB and quarterly reports on Form
10-QSB through fiscal year 2008 and then switching to annual reports on Form
10-K and quarterly reports on Form 10-Q, with the Securities Exchange Commission
on a regular basis, and will be required to timely disclose certain material
events (e.g., changes in corporate control; acquisitions or dispositions of a
significant amount of assets other than in the ordinary course of business; and
bankruptcy) in a current report on Form 8-K.   PAGE
17   Research
and Development Expenses.    PCS LabMentors,
LTD. utilizes the Scientific Research & Experimental Development
("SR&ED") credits, which 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 and to apply for these credits.  The Company
receives a percentage of the total approved qualifying expenses submitted to
Revenue Canada.  The percentage for the period ending May 31 2007 was
approximately 15%.  The Company has recognized $13,829 as a SR&ED
receivable on its Balance Sheet, which is approximately 15% of the total $94,237
qualifying expenses submitted to Revenue Canada for consideration.   Cost and Effects of Compliance with
Environmental Laws.   None, not
applicable.  Number of total employees and number
of full time employees.   We employ
approximately twenty-two full-time employees, while our LabMentors subsidiary
has three full-time employees. We will hire part-time and additional full-time
employees on an "as-needed" basis. None of our employees are represented by a
labor union. We believe that our relationship with our employees is good.  Reports to security holders.   None, not
applicable.  Item 2. Description of Property.   Location.   The Company leases
its Principal executive offices in Boise, Idaho. These offices consist of
approximately 7,300 square feet of office space. Rent obligations are currently
$9,200/month under a non-cancelable operating lease that expires July 2012. The
lease obligations for the remainder of the lease are as follows:  Fiscal
Year
Monthly
Obligation2009
$10,3502010
$10,6502011
$10,9502012
$11,250   The Company leases
additional warehouse space in Boise, Idaho. This warehouse space consists of
approximately 2,900 square feet. Rent obligations are approximately $1,440/month
through February 2009 and $1,575/month through February 28, 2010.  PAGE
18    The Company leases
space for the LabMentors subsidiary located in Fredericton, New Brunswick
Canada. This space consists of approximately 1,000 square feet.  Rent
obligations are $1,150/month under a month-to-month lease.  Investment Policies.   None, not
applicable.  Description of Real Estate and
Operating Data.   None, not
applicable.  Item 3. Legal Proceedings.   The Company is
currently in a lawsuit that is pending in the United States District Court of
Idaho, Case No. CV08-00089. This lawsuit has been brought about by a former
employee who is asserting breach of contract and breach of implied covenant of
good faith and fair dealings with respect to an agreement entered into on or
about April 1, 2004. The plaintiff is seeking specific performance on the
issuance of an additional 146,858 shares of common stock or damages in excess of
$75,000. The Company has retained the services of Hawley Troxell Ennis &
Hawley, LLP Attorneys at Law. As of this filing, The Company believes we have a
meritorious defense and will prevail in all litigations surrounding this
matter.  Item 4. Submission of Matters to a
Vote of Security Holders.   No matter was
submitted to the shareholders during the fourth quarter of the fiscal year
covered by this report through the solicitation of proxies or otherwise.   Item 5. Market for Common Equity,
Related Stockholder Matters and Small Business Issuer Purchases of Equity
Securities.  Market Information.   There has never
been any "established public trading market" for our shares of common stock. Our
common stock is presently quoted on the OTC Bulletin Board of the NASD under the
symbol "PCSV" as discussed below. No assurance can be given that any market for
our common stock will develop in the future or will be maintained. If an
"established trading market" ever develops in the future, the sale of
"restricted securities" (common stock) pursuant to Rule 144 of the Securities
and Exchange Commission by members of management or others may have a
substantial adverse impact on any such market. The range of high and low bid
quotations for our common stock during each quarter of our past two fiscal years
are shown below. Prices are inter-dealer quotations as reported by the NQB, LLC,
and do not necessarily reflect transactions, retail markups, markdowns or
commissions.         PAGE
19   Stock
Quotations   Quarter Ended
High
LowJune 30,
2006
$0.60
$0.51September
30, 2006
$0.48
$0.45December 31,
2006
$0.42
$0.34March 31,
2007
$0.95
$0.845June 30,
2007
$1.35
$1.26September
30, 2007
$0.88
$0.80December 29,
2007
$1.70
$1.58March 30,
2008
$0.95
$0.90  Holders.   As of March 31,
2008, we had approximately 900 stockholders of record. This figure does not
include an indeterminate number of stockholders who may hold their shares in a
street name. Dividends.   We have not paid
any cash dividends since our inception and do not anticipate or contemplate
paying dividends in the foreseeable future. It is the present intent of
management to utilize all available funds for the development of our
business.  Securities authorized for issuance
under equity compensation plans.  None, not
applicable.   PAGE
20   Recent
Sales of Unregistered Securities.   During the last three years, we sold the securities listed below in
unregistered transactions. Each of the sales was sold in reliance on the
exemption provided for in Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"). No underwriting fee or other compensation was paid in
connection with the issuance of shares.  Description
Date
Shares
Amount
FootnoteLaura & Bill Baran
05/25/05
15,000
$
            -
(1)Hazen & Josephine
Sandwick
05/25/05
35,000
$
            -
(2)Scott Peyron & Associates
05/25/05
90,972
$
            -
(3)Anthony A. Maher
05/27/05
205,211
$
            -
(4)Paul & Lynn Kalcic
06/20/05
12,815
$
            -
(5)Matamo Corp. LLC
06/20/05
16,715
$
            -
(6)Douglas Miller
06/20/05
16,715
$
            -
(6)Trace G. Barnes
06/20/05
33,382
$
            -
(5)Trevor Brown Living Trust
06/20/05
71,030
$
            -
(5)William & Linda Hamm
06/20/05
81,000
$
            -
(5)Mary Kalcic
06/20/05
75,000
$
            -
5)Armand LaSorsa
06/20/05
66,911
$
            -
(5)Baker-Louderback Living Trust
06/20/05
39,539
$
            -
(5)Rodney C. Luker
06/20/05
100,494
$
            -
(5)Clifford W. Nichols
06/20/05
71,030
$
            -
(5)Nelson Wooster
06/20/05
40,235
$
            -
(5)John R. Coghlan
06/20/05
76,085
$
            -
(5)James Boston
07/06/05
800
$
            -
(7)Loretta Cook
07/06/05
800
$
            -
(7)Jerry Sexton
07/06/05
800
$
            -
(7)Thomas Tice
07/06/05
800
$
            -
(7)Mark Stutzman
07/06/05
1,200
$
            -
(7)Douglas Miller
07/06/05
7,800
$
            -
(7)Matamo Development LLC
07/06/05
7,800
$
            -
(7)Baker-Louderback Living Trust
07/06/05
60,900
$
            -
(8)Joe D. and Gina L. Egusquiza
07/06/05
5,000
$
          750Scott Peyron & Associates
08/31/05
25,208
$
            -
(9)Joe D. and Gina L. Egusquiza
08/31/05
4,500
$
          450Richard Mussler-Wright
08/31/05
344
$
          107Harbor View Fund Inc.
09/08/05
100,000
$
            -
(10)Anthony A. Maher
09/14/05
100,000
$
            -
(11)Bill Albert
09/23/05
75,000
$
     12,000Suzanne Haislip
10/03/05
50,000
$
       8,000Cecil Andrus
10/05/05
555,435
$
     49,145Robert Fyfe
10/20/05
928
$
            -
(12)Leonard & Sonia Coote
10/20/05
2,640
$
            -
(12)Steve Womack
10/20/05
2,229
$
            -
(12)Hazen & Josephine Sandwick
10/20/05
1,724
$
            -
(12)John Ariko, Jr.
10/20/05
2,568
$
            -
(12)Ronald Scheeler
10/20/05
1,468
$
            -
(12)  PAGE
21    Description
Date
Shares
Amount
FootnoteSina Leatha
10/20/05
2,218
$
            -
(12)Brown Living Trust
10/20/05
2,768
$
            -
(12)Mary Kalcic
10/20/05
2,091
$
            -
(12)Armand LaSorsa
10/20/05
3,249
$
            -
(12)Nelson Wooster
10/20/05
1,967
$
            -
(12)Kathleen Cullinan
10/20/05
1,091
$
            -
(12)Kenneth Klauer
10/20/05
2,182
$
            -
(12)Harris Family Living Trust
10/20/05
4,224
$
            -
(12)Diane Stump
10/20/05
299
$
            -
(12)Mark Boland
10/20/05
1,969
$
            -
(12)Flint Family Trust
10/20/05
1,366
$
            -
(12)Paul Kuehn
10/20/05
808
$
            -
(12)Ralph Long
10/20/05
2,684
$
            -
(12)Allen Reuben
10/20/05
1,468
$
            -
(12)Charles Bradley
10/20/05
4,364
$
            -
(12)Dave & Sue Kimball
10/20/05
1,724
$
            -
(12)David Levosky
10/20/05
1,899
$
            -
(12)Fred & Debbie Harper
10/20/05
3,249
$
            -
(12)Verl A. Jensen
10/20/05
2,569
$
            -
(12)Donald J. Farley
11/03/05
214,285
$
       15,000Joe & Sarah Egusquiza
11/17/05
15,000
$
         1,500Robert O. & Heidi K. Grover
12/08/05
6,756
$
            -
(25)Zvi Ludmer
12/09/05
6,915
$
            -
(13)Roy A. Ludmer
12/09/05
6,246
$
            -
(13)Mid-Atlantic Training, Inc.
12/09/05
7,584
$
            -
(13)Gregory Shiffner
12/09/05
6,692
$
            -
(13)Martin and Helen Tarlow
12/09/05
1,785
$
            -
(13)Nimrod Arad
12/09/05
2,231
$
            -
(13)David and Sarah Chase
12/30/05
35,000
$
         5,600
(14)William & Laura Baran
12/30/05
10,000
$
         1,600
(14)Robert Grover
12/30/05
75,000
$
       12,000
(15)Suzy Haislip
01/03/06
50,000
$
            -
(16)Anthony A. Maher
01/24/06
25,000
$
         4,000
(17)Cyndel & Co.
01/31/06
4,156
$
            -
(18)Yokoyama
02/02/06
50,770
$
            -
(19)Cullinan
02/02/06
25,460
$
            -
(19)Sean Kenlon
02/10/06
100,000
$
            -
(26)Dale Harris
02/10/06
12,767
$
            -
(27)Frank Maresca
02/10/06
156,892
$
            -
(27)Jae Wan Jeon
02/10/06
1,964
$
            -
(27)Chris Grady
02/10/06
1,355
$
            -
(27)Mark Veinot
02/10/06
4,675
$
            -
(27)Bogdan Itoafa
02/10/06
97,719
$
            -
(27)Joseph Khoury
02/10/06
135,039
$
            -
(27)William Schnell
02/10/06
5,000
$
            -
(27)William Decandido
02/10/06
10,000
$
            -
(27)William Grazier
02/10/06
5,500
$
            -
(27)  PAGE
22    Description
Date
Shares
Amount
FootnotePieter Natte
02/10/06
5,500
$
            -
(27)Growthworks Atlantic Venture
Fund
02/10/06
263,589
$
            -
(27)Cyndel & Co.
02/28/06
4,490
$
            -
(20)Suzy Haislip
03/03/06
50,000
$
         3,500
(21)Suhas Pharkute
03/09/06
15,000
$
         1,500
(22)Cyndel & Co.
03/31/06
5,896
$
            -
(23)Solomon & Michelle
Tamari
03/31/06
13,161
$
            -
(13)Solomon & Michelle
Tamari
03/31/06
92,299
$
            -
(24)Zvi Ludmer
03/31/06
48,496
$
            -
(24)Roy A Ludmer
03/31/06
43,803
$
            -
(24)Mid-Atlantic Training, Inc.
03/31/06
53,189
$
            -
(24)Gregory Shiffner
03/31/06
46,932
$
            -
(24)Martin & Helen E. Tarlow
03/31/06
12,515
$
            -
(24)Nimrod Arad
03/31/06
15,644
$
            -
(24)William Albert
03/31/06
50,000
$
            -
(16)Joe D. & Sarah Egusquiza
03/31/06
50,000
$
            -
(16)Robert O. & Heidi K. Grover
03/31/06
9,434
$
            -
(25)Anthony A. Maher
06/02/06
25,000
$
            -
(17)Cyndel & Co.
06/02/06
6,378
$
            -
(26)Joseph Khoury
06/02/06
11,321
$
            -
(27)Cyndel & Co.
06/15/06
6,104
$
            -
(28)Cyndel & Co.
06/15/06
5,830
$
            -
(29)Cyndel & Co.
07/13/06
2,473
$
            -
(30)Laura Baran
08/18/06
30,000
$
            -
(31)Suhas Pharkute
08/22/06
9,227
$
            -
(32)Zoltan Cserna
08/22/06
6,812
$
            -
(32)Mary Roice
08/22/06
1,996
$
            -
(32)Education Enterprise
Solutions
09/07/06
375,000
$
            -
(33)Suhas Pharkute
09/15/06
36,957
$
            -
(34)Suzanne Haislip
09/25/06
50,000
$
            -
(35)Anthony A. Maher
10/20/06
30,000
$
            -
(17)William Albert
02/06/07
5,390
$
            -
(36)Ronnie Lowenstein
02/06/07
20,408
$
            -
(36)George Randall Jamison
02/06/07
13,265
$
            -
(36)Lonnie Hamilton
02/07/07
3,991
$
            -
(36)Leonard Burningham
02/08/07
15,684
$
            -
(36)David Chase
02/12/07
3,598
$
            -
(36)Anthony A. Maher
02/28/07
30,000
$
            -
(17)Keith D. Stein
03/15/07
148,214
$
            -
(37)Schlomo Tamari
03/31/07
16,318
$
            -
(38)Joseph Khoury
03/31/07
38,662
$
             -
(39)Barron Partners LP
04/09/07
80,000
$
        96,000
(40)William Albert
4/11/07
872
$
          1,116
(41)Barron Partners LLP
04/12/07
11,500
$
        13,800
(40)Barron Partners LLP
04/16/07
47,500
$
        57,000
(40)Barron Partners LLP
04/17/08
129,500
$
      233,100
(42)Barron Partners LLP
04/19/08
70,500
$
      126,900
(42)  PAGE
23    Description
Date
Shares
Amount
FootnoteDonald J Farley
04/19/08
371,877
$
        41,645
(43)Michael K McMurray
04/22/08
249,218
$
        34,145
(44)Anthony A Maher
04/26/07
418,628
$
      119,676
(45)JG Capital Inc
04/26/07
40,385
$
                 -
(46)Suhas Pharkute
05/01/07
10,000
$
          1,000
(47)Suzy Haislip
06/20/07
6,667
$
        36,000
(41)Joe D. Egusquiza
07/13/07
10,000
$
          1,000
(47)Burlingame Equity Investors
LP
07/24/07
460,000
$
      312,800
(48)Joseph Khoury
08/06/07
4,292
$
          5,666
(49)Suzy Haislip
08/23/07
50,000
$
        15,500
(50)William Albert
08/23/07
50,000
$
          6,500
(51)Suhas Pharkute
10/08/07
22,805
$
        18,700
(52)Robert O. Grover
10/08/07
12,048
$
        10,000
(53)Jim Schmidt
12/04/07
744
$
            900
(54)George Randall Jamison
12/04/07
2,066
$
          2,500
(54)William Albert
12/17/07
40,000
$
        21,000
(55)Joe D Egusquiza
12/18/07
6,919
$
          4,912
(56)Burlingame Equity Investors
LP
02/19/08
460,000
$
      312,800
(48)Shannon M Stith
02/21/08
34,173
$
                 -
(57)    (1) These shares were issued to an
employee who exercised some options. These options were exercisable at $0.16 per
share. (2) These shares were issued for cash
at $0.20 per share. (3) These shares were issued for
public relations services at $0.095 per share. (4) These shares were issued to an
Officer/Board Member who exercised some options. These options were exercisable
at $0.13 per share. (5) These shares were issued for the
conversion of indentured trust debt and interest at $0.17 per share. (6) These shares were issued for cash
at $0.17 per share. (7) These shares were issued for
consulting services at $0.705 per share. (8) These shares were issued for the
conversion of debt and interest at $0.20 per share. (9) These shares were issued for
public relations services at $0.12 per share. (10) These shares were issued for
consulting services at $0.70 per share. (11) These shares were issued to an
Officer/Board Member who exercised some options in consideration for a reduction
of notes payable and interest. These options were exercisable at $0.16 per
share. (12) These shares were issued for
interest at a weighted average of $0.0885 per share. (13) These shares were issued for
royalties at $0.155 per share. (14) These shares were issued to an
employee who exercised some options. These options were exercisable at $0.16 per
share. (15) These shares were issued to an
Officer/Board Member who exercised some options. These options were exercisable
at $0.16 per share. (16) These shares were issued to an
employee after implementation of a sales force bonus program. They were issued
at the current market price of $0.71 per share. (17) These shares were issued to an
Officer/Board Member who exercised some options in consideration for a reduction
of notes payable and interest. These options were exercisable at $0.16 per
share. (18) These shares were issued for
consulting services at a weighted five day average of $0.6016 per share. (19) Issued for conversion of
preferred stock at $0.20 per share. (20) These shares were issued for
consulting services at a weighted five day average of $0.5568 per share. (21) These shares were issued to
employees who exercised some options. These options were exercisable at $0.07
per share.  PAGE
24   (22) These
shares were issued to employees who exercised some options. These options were
exercisable at $0.10 per share. (23) These shares were issued for
consulting services at a weighted five day average of $0.424 per share. (24) These shares were issued for
royalties at $0.53 per share. (25) These shares were issued for
bonus payment to an Officer at $0.74 and $0.53 per share, respectively. (26) These shares were issued for
consulting expenses relating to the LabMentors acquisition at $0.66 per
share. (27) These shares were issued to
shareholders of 511092 N.B. LTD. for acquisition of LabMentors at $0.60 per
share. (28) These shares were issued for
consulting services at a weighted five day average of $0.392 per share. (29) These shares were issued for
consulting services at a weighted five day average of $0.4096 per share. (30) These shares were issued for
consulting services at a weighted five day average of $0.4288 per share. (31) These shares were issued to an
employee who exercised some options.  These options were exercisable at
$0.13 per share. (32) These shares were issued to
employees for a bonus at $0.63 per share. (33) These shares were issued for the
acquisition of assets from Education Enterprise Solutions at $0.60 per
share. (34) These shares were issued as a
bonus to an employee at $0.48 per share. (35) These shares were issued to an
employee who exercised some options.  These options were exercisable at
$0.07 per share. (36) These shares were issued to
persons or companies for accounts payable payments.  These shares were
issued at $0.49 per share. (37) These shares were issued to a
person for payment of a note payable.  These shares were issued at $0.70
per share. (38) These shares were issued for
royalties at $0.95 per share. (39) These shares were issued
pursuant to the employment contract with Joseph Khoury at $0.95 per share. (40) These shares were issued for the
conversion Warrant A at $1.20 per share. (41) These shares were issued to
employees for accounts payable payments.  These shares were issued at $1.28
and $0.54 per share respectively.. (42) ) These shares were issued for
the conversion Warrant B at $1.80 per share. (43) These shares were issued to a
Board Member who exercised various options at a price per share of $0.09, $0.10
$0.12, $0.14  $0.23, and $0.26, respectively (44) These shares were issued to a
Board Member who exercised various options at a price per share of $0.10 $0.15,
and  $0.185, respectively (45) These shares were issued to a
Officer/Board Member who exercised various options at a price per share of $0.16
$0.185, $0.30, and $0.65, respectively (46) These shares were issued for the
conversion of Warrant C.on a cashless option. (47) These shares were issued to an
employee who exercised some options.  These options were exercisable at
$0.10 per share (48) These shares were issued for the
conversion Warrant A at $0.68 per share. (49) These shares were issued to
employees for a bonus at $1.32 per share (50) These shares were issued to an
employee who exercised some options. These options were exercisable at $0.31 per
share. (51) These shares were issued to an
employee who exercised some options. These options were exercisable at $0.13 per
share. (52) These shares were issued to an
employee as compensation. These options were exercisable at $.82 per share. (53) These shares were issued for
bonus payment to an Officer at $0.83 per share (54) These shares were issued for the
conversion of accounts payable at $1.21 per share (55) These shares were issued to an
employee who exercised some options. These options were exercisable at $0.525
 per share. (56) These shares were issued to an
employee who exercised some options. These options were exercisable at $0.71
 per share. (57) These shares were issued to an
employee who exercised some cashless options. These options were exercisable at
$0.54 and $0.61 per share, respectively.    PAGE
25    We issued these
securities to persons who were either "accredited investors, or "sophisticated
investors" who, by reason of education, business acumen, experience or other
factors, were fully capable of evaluating the risks and merits of an investment
in our Company; and each had prior access to all material information about us.
We believe that the offer and sale of these securities was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Sections 4(2) and 4(6)thereof, and Rule 506 of
Regulation D of the Securities and Exchange Commission and from various similar
state exemptions, and with respect to the foreign investors, pursuant to
Regulation S of the Securities and Exchange Commission.  Purchases of Equity Securities by the
Small Business Issuer and Affiliated Purchasers.   None, not
applicable.  Item 6. Management's Discussion and
Analysis or Plan of Operation.   Plan of Operation.   PCS intends to
continue to operate in the same manner as prior years, including continuing to
look for viable acquisition candidates to further enhance the product lines and
enhance marketing efforts to more effectively penetrate the world market.
 PCS LabMentors will continue to expand into the collegiate market, as well
as undertake new projects with existing customers for an increased revenue base.
Fiscal year 2008 ended with a strong cash in hand positioning of $1,082,622 in
cash.  PCS as a whole intends to continue to fund operations based on lab
sales to existing and new customers to provide cash for operations throughout
the coming fiscal year. There are not expected to be any significant changes in
the number of employees.  Management's Discussion and Analysis
of Financial Condition and Results of Operation.   Operating Results - Overview.   Fiscal year ended
March 31, 2008 resulted in a net loss of ($723,224) as compared to the net loss
during the fiscal year ended March 31, 2007 of ($1,924,349). This net loss is a
decreased loss of ($1,201,125) or approximately sixty two percent (62%) from the
net loss for fiscal year ended March 31, 2007. The Basic Loss per Share for
fiscal year 2008 is ($0.02), as compared to a loss per share of ($0.07) for
fiscal year 2007.  Details of changes in revenues and expenses can be found
below.  During fiscal year
ended March 31, 2008, the Company experienced depreciation of ($169,371) and
interest income (net) of $15,788 which resulted in an EBITDA of ($569,641), as
compared to the  EBITDA net loss of ($989,495) for the fiscal year ended
March 31, 2007.  During the fiscal
year ended March 31, 2008, the company had a non-recurring loss of ($256,250)
and a warrant/option expense related to FAS123R of ($457,792). These items
combined with the EBIDTA would have resulted in earnings of $144,401, or a Basic
Loss per Share of $0.004 for the fiscal year ended March 31, 2008.  PAGE
26   Operating
Results Revenues.   Revenues for the
twelve-month period ended March 31, 2008, increased to $3,827,689 or by
$1,829,006 (92%) as compared to $1,998,683 for the twelve-month period ended
March 31, 2007. The increase is due to a strong sales volume, with a majority of
sales coming from California. We increased our product lines to include Infusing
Technology which has total sales of $327,600 for the fiscal year ending
03/31/08. In addition, we saw strong sales in the Academy of Engineering; PCS
Edventures Lab,  Edventures Robotic Challenge,(ERC), Young Learner Labs,
and other special sales.  During the fiscal year ended March 31, 2008, the
sales team focused on additional marketing strategies to implement in fiscal
year 2009, attended additional conferences, and continued assistance in the
training of newer sales personnel in order to assist with implementing the new
marketing strategies.  Operating Results Cost of Goods
Sold/Cost of Sales.   Cost of goods sold
for the twelve-month period ended March 31, 2008, increased by $836,618 (90%) to
$1,757,666 as compared to $921,048 for twelve-month period ended March 31, 2007.
This increase was due to a increase in sales. This increase was partially offset
by an increase in shipping and server costs. Included in the Cost of Goods sold
figure is sales commissions, which have also increased due to the increase in
sales, shipping expenses, product royalty payments, and server fees.  Operating Results Operating
Expenses.   Operating expenses
for the twelve-month period ended March 31, 2008, decreased by $506,240 (17.0%)
to $2,554,445 as compared to $3,060,685 for twelve-month period ended March 31,
2007.  Operating Results Interest Expenses.   Interest expenses
for the twelve-month period ended March 31, 2008, decreased $61,394 (98%) to
$1,463 as compared to $62,857 for the twelve-month period ended March 31, 2007.
This decrease is due to conversion of debt into equity during the fiscal year
2007.  Liquidity.   As of the fiscal
year ended March 31, 2008, we had $1,082,622 in Cash, with total current assets
of $2,128,727 and total current liabilities of $651,420. We have an accumulated
deficit of ($28,514,645) and shareholders equity of $2,183,096.  The Company has a
current ratio of 3.27 The current ratio for the fiscal year ended March 31, 2007
was 0 .67. The ratio indicates that we are have effectively managed debt and
have available resources to help continue company growth through internal and
external means. We have utilized the current ratio over a quick ratio due to the
fact that most items in inventory are easily saleable should the need to
liquidate arise.  The Company has
working capital of $1,477,307 at March 31, 2008. The working capital indicates
that our ability to pay current debt obligations through our current assets is
favorable. The working capital for the fiscal year ended March 31, 2007 was
$257,387. This increase was due primarily to the fiscal year 2008 increase in
sales and the conversion of debt during the fiscal year 2007.       PAGE
27   Critical
Accounting Policies   Estimates   Our discussion
herein and analysis thereof is based upon our financial statements in Item 7
below, which have been prepared in accordance with Generally Accepted Accounting
Principals of the United States (GAAP). The preparation of these statements
requires management to make estimates and best judgments that affect the
reported amounts. See Note 2 contained in Item 7 for additional discussions of
these and other accounting policies and disclosures required by GAAP.  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 March 31, 2008, the LabMentors subsidiary had sales to two major customers
that accounted for a significant portion of their total revenues. See notes to
financial statement for additional information.  Foreign Currency Translation   The functional
currency of the Company is the U.S. dollar. The Companys financial statements
include translations for the LabMentors subsidiary, which are maintained in
Canadian 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 that were translated at the exchange
rate at the end of the period.  Educational Software   The Company's
inventory consists partially 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 estimated useful life
of the program or exercise, generally 42 to 48 months.   PAGE
28   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 that has been determined to be 60 months.  Property and Equipment   Property and
equipment are recorded at cost and are being depreciated for financial
accounting purposes on the straight-line method over their respective estimated
useful lives ranging from three 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.  Goodwill and Intangible Assets   We recorded our
acquisition of LabMentors in accordance with Statements of Financial Accounting
Standards 141 (SFAS 141) entitled "Business Combinations." We allocate the cost
of acquired companies to the tangible and identified intangible assets and
liabilities acquired with the remaining amount being recorded as goodwill.
Certain intangible assets, such as acquired technology, are amortized (see
Intellectual Property above).  The most recent
acquisition did not have significant tangible assets, and, as result, the
majority of the purchase price was allocated to goodwill, which increases the
potential for impairment charges that we may incur in the future.  We account for
goodwill and other intangible assets in accordance with Statements of Financial
Accounting Standards 142 (SFAS 142) entitled "Goodwill and Other Intangible
Assets." Under SFAS 142, goodwill and intangible assets with indefinite lives
are not amortized to expense and must be reviewed for impairment annually, or
more frequently if events or changes in circumstances indicate that impairment
might have occurred. The first step used to identify potential impairment is the
comparison of the fair value of the item with its carrying amount,
including goodwill and intangible assets with indefinite lives. We operate as
one company, and, therefore, compare our book value to market value, which
management must determine upon review based on similar transactions. If our fair
value exceeds our book value, our goodwill is considered not impaired. If the
book value exceeds the fair value, the goodwill is considered impaired and
management must measure the amount of impairment loss, if any. For the
measurement step, if the carrying amount of the goodwill exceeds the estimated
fair value of the goodwill, an impairment loss would be recognized in an amount
equal to that excess. The fair value estimate requires that future cash flows
relating to the acquisition, in this case, be forecasted. These forecasts
require management to make assumptions on the future sale of current and future
products and services, future market conditions, technological advances, future
growth rates, and discount rates utilized. Any loss recognized cannot exceed the
carrying amount of the goodwill. After an impairment loss is recognized, the
adjusted carrying amount of goodwill is its new accounting basis.   PAGE
29   We
undertook an impairment review at the end of the current fiscal year end,
despite the fact that the goodwill was calculated during the third quarter of
the current fiscal year. After reviewing current operating losses and future
growth potential of the subsidiary, the Company determined that no impairment
was created.  Acquisitions.   Our acquisition
strategy is to acquire companies and/or assets that continue to increase our
product depth, market penetration, and synergies within the company.  The Company has
made one asset purchase acquisition over the last two years, namely the PCS
STEPS® product line from Education Enterprise Solutions on October 9, 2006 for
375,000 shares of common stock valued at $225,000.  This product has
recently been transferred from the parent company to our subsidiary for
development and implementation into the sales cycle.   Off-Balance Sheet Arrangements.   We do not have any
off-balance sheet arrangements as of March 31, 2008.   PAGE
30   Item 7.
Financial Statements.   Report
of Independent Registered Public Accounting Firm Consolidated
Balance Sheet - March 31, 2008 Consolidated
Statements of Operations for the years ended March 31, 2008 and 2007 Consolidated
Statements of Stockholders' Equity for the years ended March 31, 2008 and
2007 Consolidated
Statements of Cash Flows for the Years Ended March 31, 2008 and 2007 Notes
to Consolidated Financial Statements  PAGE
31   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of
Directors of PCS Edventures!.com,
Inc. and Subsidiary Boise, Idaho  We have audited the accompanying consolidated balance sheet of PCS
Edventures!.com, Inc. and Subsidiary, as of March 31, 2008, and the related
statements of operations, stockholders equity (deficit) and cash flows for the
years ended March 31, 2008 and 2007. These consolidated financial statements are
the responsibility of the Companys management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.  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 audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of PCS Edventures!.com, Inc.
and Subsidiary as of March 31, 2008 and 2007, and the results of its operations
and its cash flows for the years then ended, in conformity with U.S. generally
accepted accounting principles.  We
were not engaged to examine management's assertion about the effectiveness of
PCS Edventures!.com, Inc. and Subsidiarys internal control over financial
reporting as of March 31, 2008 and accordingly, we do not express an opinion
thereon.  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 16 to
the consolidated financial statements, the Company has suffered recurring losses
and has experienced negative cash flows from operations, which raises
substantial doubt about the Companys ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 16 to
the consolidated financial statements.  The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.    HJ & Associates,
LLC Salt Lake City,
Utah June 27, 2008          PAGE
32   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Balance
Sheet  ASSETSMarch
31, 2008CURRENT ASSETSCash
$
       1,082,622Accounts
receivable, less allowance of
$6,617
(Note15)
707,030Prepaid
Expense
15,534Deferred
costs
52,502Finished
goods inventory (NET)
257,210Other
receivable (Note 12)
13,829Total
Current Assets

2,128,727FIXED ASSETS (NET) (Notes 2
& 3)

33,517EDUCATIONAL SOFTWARE (NET)
(Note 8)

67,163INTELLECTUAL PROPERTY (NET)
(Note 9)

112,500GOODWILL (Notes 2 &
10)

485,238OTHER ASSETSDeposits
7,371Total Other
Assets

7,371TOTAL
ASSETS

$
2,834,516      The accompanying notes
are an integral part of these consolidated financial statements.  PAGE
33   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Balance
Sheet  LIABILITIES
& STOCKHOLDERS' EQUITYMarch 31,
2008CURRENT LIABILITIESAccounts
payable and other current liabilities
$
     198,705Accrued
compensation
78,820Payroll
liabilities payable
10,269Accrued
expenses (Note 11)
48,485Deferred
revenue
288,703Notes Payable
(NET) (Note 6
26,438Total
Current Liabilities

651,420COMMITMENTS AND CONTINGENCIES
(Note 7)STOCKHOLDERS' EQUITY (Note
4)Preferred
stock, no par value, 20,000,000
authorized
shares, no shares issued and
OutstandingCommon
stock, no par value, 60,000,000
authorized
shares, 36,976,446 shares issued
And
outstanding
30,698,000Accumulated
comprehensive loss
(259)Accumulated
deficit
(28,514,645)Total
Stockholders' Equity

2,183,096TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
$
2,834,516      The accompanying notes
are an integral part of these consolidated financial statements.   PAGE
34   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Operations  For the Years
EndedMarch
31,2008

2007REVENUES (Note 2)Lab
revenue
$  
 3,502,005

$
    1,817,438License
revenue
155,259

181,245Other
revenue
170,425

-Total
Revenues
3,827,689

1,998,683COST OF GOODS SOLD
1,757,666

921,048GROSS PROFIT
2,070,023

1,077,635OPERATING EXPENSESSalaries and
wages
1,012,889

861,963Bad debt
expense
17,296

10,249Depreciation
and amortization expense
169,371

873,790Option/warrant
expense
457,762

445,187Gain on
Forgiveness of Debt
(11,917)

-General and
administrative expenses
909,044

869,496Total
Operating Expenses
2,554,445

3,060,685OPERATING LOSS
(484,422)

(1,983,050)OTHER INCOME AND
EXPENSESInterest
expense
(1,463)

(62,857)Interest
income
17,251

1,793Other
income
13,724

122,029Other
expense
(12,064)

(2,264)Loss on
investment
(256,250)

-Total Other
Income and Expenses
(238,802)

58,701NET LOSS
$
      (723,224)

$
       (1,924,349)Foreign
currency translation
$
         (1,487)

$
                8,747NET COMPREHENSIVE LOSS
$
     (724,711)

$
       (1,915,602)Basic Loss per Share (Note
2)
$
           (0.02)

$
                (0.07)Weighted Average Number of
Shares Outstanding
32,279,837

29,045,521  The accompanying notes
are an integral part of these consolidated financial statements  PAGE
35


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance March 31, 2006
31,306,457
$26,377,041
-
-
-
($25,867,072)Option expense per FAS 123(R)
for options not yet vested
-
39,252Option expense per FAS 123(R)
for options not yet vested
-
53,306Common stock issued for
conversion of debt and interest  related party
25,000
4,000Common Stock issued for
consulting services
6,378
3,380Common Stock issued for
consulting services
6,104
3,235Common Stock issued for
consulting services
5,830
2,500Option expense per FAS 123(R)
for options not yet vested
-
50,914Balance Forward
31,349,769
$26,533,628
-
-
-
($25,867,072)
 The accompanying notes
are an integral part of these consolidated financial statements


PAGE
36


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
31,349,769
$26,533,628
-
-
-
($25,867,072)Stock Options issued for Board
Compensation
-
11,245Common Stock issued for
consulting services
2,473
1,048Option expense per FAS 123(R)
for stock options not yet vested
-
33,920Common Stock issued for
employee exercise of Stock Options
30,000
3,900Common Stock issued to three
employees for bonus
18,035
11,362Option expense per FAS 123(R)
for stock options not yet vested
-
32,548Common Stock issued for the
acquisition of assets from Education Enterprise Solutions
375,000
225,000Balance Forward
31,775,277
$26,852,651
-
-
-
($25,867,072)
  The accompanying notes
are an integral part of these consolidated financial statements.


PAGE
37


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
31,775,277
$26,852,651
-
-
-
($25,867,072)Common Stock issued to an
employee as a bonus
36,957
17,000Common Stock issued to an
employee for exercise of Stock Options
50,000
3,500Option expense per FAS 123(R)
for Stock Options not yet vested
-
33,403Stock Options issued for Board
Compensation
-
11,247Preferred Stock issued for
conversion of debt


1,666,667
1,000,000Common Stock issued for
conversion of debt and interest  related party
30,000
4,800Option expense per FAS 123(R)
for Stock Options not yet vested
-
33,321Balance Forward
31,892,234
$26,955,922
1,666,667
$1,000,000
-
($25,867,072)
  The accompanying notes
are an integral part of these consolidated financial statements.


PAGE
38


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
31,892,234
$26,955,922
1,666,667
$1,000,000
-
($25,867,072)Option expense per FAS 123(R)
for Stock Options not yet vested
-
39,396Stock Options issued for Board
Compensation
-
14,995Option expense per FAS 123(R)
for Stock Options not yet vested
-
39,396Option expense per FAS 123(R)
for Stock Options not yet vested
-
39,396Common Stock issued for
conversion of accounts payable
39,063
19,141Common Stock issued for
conversion of accounts payable
3,991
2,115Common Stock issued for
conversion of accounts payable
15,684
7,842Balance Forward
31,950,972
$27,118,203
1,666,667
$1,000,000
-
($25,867,072)
  The accompanying notes
are an integral part of these consolidated financial statements.


PAGE
39


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
31,950,972
$27,118,203
1,666,667
$1,000,000
-
($25,867,072)Common Stock issued for
conversion of accounts payable
3,598
1,799Conversion of Preferred Stock
to Common Stock
85,000
51,000
(85,000)
(51,000)Common Stock issued for
conversion of debt and interest  related party
30,000
4,000Option expense per FAS 123(R)
for Stock Options not yet vested
-
44,101Conversion of Preferred Stock
to Common Stock
49,792
29,875
(49,792)
(29,875)Conversion of Preferred Stock
to Common Stock
15,000
9,000
(15,000)
(9,000)Conversion of Preferred Stock
to Common Stock
99,992
59,995
(99,992)
(59,995)Balance Forward
32,234,354
$27,317,973
1,416,883
$850,130
-
($25,867,072)
  The accompanying notes
are an integral part of these consolidated financial statements.


PAGE
40


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
32,234,354
$27,317,973
1,416,883
$850,130
-
($25,867,072)Conversion of Preferred Stock
to Common Stock
33,116
19,870
(33,116)
(19,870)Conversion of Preferred Stock
to Common Stock
140,595
84,357
(140,595)
(84,357)Conversion of Preferred Stock
to Common Stock
17,500
10,500
(17,500)
(10,500)Conversion of Preferred Stock
to Common Stock
10,000
6,000
(10,000)
(6,000)Common Stock issued for
conversion of note payable and interest
148,214
103,750Conversion of Preferred Stock
to Common Stock
42,500
25,500
(42,500)
(25,500)Conversion of Preferred Stock
to Common Stock
15,000
9,000
(15,000)
(9,000)Balance Forward
32,641,279
$27,576,950
1,158,172
$694,903
-
($25,867,072)
  The accompanying notes
are an integral part of these consolidated financial statements.


PAGE
41


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
32,641,279
$27,576,950
1,158,172
$694,903
-
($25,867,072)Conversion of Preferred Stock
to Common Stock
20,900
12,540
(20,900)
(12,540)Conversion of Preferred Stock
to Common Stock
77,309
46,385
(77,309)
(46,385)Conversion of Preferred Stock
to Common Stock
136,500
81,900
(136,500)
(81,900)Conversion of Preferred Stock
to Common Stock
23,454
14,072
(23,454)
(14,072)Conversion of Preferred Stock
to Common Stock
412,837
247,702
(412,837)
(247,702)Conversion of Preferred Stock
to Common Stock
487,172
292,303
(487,172)
(292,304)Option expense per FAS 123(R)
for Stock Options not yet vested
-
43,981Balance Forward
33,799,451
$28,315,833
-
-
-
($25,867,072)
  The accompanying notes
are an integral part of these consolidated financial statements.


PAGE
42


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
33,799,451
$28,315,833
-
-
-
($25,867,072)Stock Options issued for Board
Compensation
-
17,994Common Stock issued for royalty
payments
16,318
15,501Common Stock issued to an
employee as a bonus
49,983
36,729Net Income (Loss) for the year
ended March 31, 2007





(1,924,349)Stock issued for exercise of
Warrant A at $1.20 per share
80,000
96,000
-
-
-
-Stock issued for the exercise
of Warrant A at $1.20 per share
61,000
73,200Stock issued for the exercise
of Warrant A at $1.20 per share
11,500
13,800Balance Forward
34,018,252
$28,569,057



($27,791,421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
43


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
34,018,252
$28,569,057
-
-
-
($27,791,421)Stock issued on conversion of
account payable
872
1,116Stock issued for exercise of
Warrant A at $1.20 per share
47,500
57,000Stock issued for the exercise
of Warrant B at $1.80 per share
129,500
233,100Stock issued to director for
the exercise of options at $0.09 per share
166,666
15,000Stock issued to director for
the exercise of options at $0.26 per share
14,423
3,750Stock issued to director for
the exercise of options at $0.23 per share
16,304
3,750Stock issued to director for
the exercise of options at $0.10 per share
37,500
3,750Balance Forward
34,431,017
$28,886,523



($27,791.421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
44


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued)  VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
34,431,017
$28,886,523
-
-
-
($27,791,421)Stock issued to director for
the exercise of options at $0.12 per share
31,250
3,750Stock issued to director for
the exercise of options at $0.14 per share
26,786
3,750Stock issued to director for
the exercise of options at $0.10 per share
78,948
7,895Stock issued for exercise of
Warrant B at $1.80 per share
70,500
126,900Stock issued to director for
the exercise of options at $0.15 per share
150,000
22,500Stock issued to director for
the exercise of options at $0.185 per share
20,270
3,749Stock issued to director for
the exercise of options at $0.10 per share
78,948
7,894Balance Forward
34,887,719
$29,062,961



($27,791,421)
 The accompanying notes
are an integral part of these consolidated financial statements


PAGE
45


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
34,887,719
$29,062,961
-
-
-
($27,791,421)Stock issued to employee for
exercise of stock option at $0.10 per share
10,000
1,000Stock issued to director for
the exercise of options at $0.65 per share
5,769
3,749Stock issued to director for
the exercise of options at $0.185 per share
20,270
3,749Stock issued to director for
the exercise of options at $0.16 per share
40,000
6,400Stock issued to director for
the exercise of options at $0.30 per share
352,589
105,776Stock issued for the excercie
of Warrant C at $0.60 per share
40,385Option expense per FAS 123(R)
for Stock Options not yet vested

50,116Balance Forward
35,356,732
$29,233,751



($27,791,421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
46


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
35,356,732
$29,233,751
-
-
-
($27,791,421)Option expense per FAS 123(R)
for Stock Options not yet vested

49,623Stock issued for conversion of
account payable at $0.54 per share
6,667
3,600Stock Options issued for Board
Compensation

14,995Option expense per FAS 123(R)
for Stock Options not yet vested

38,890Repricing of Warrant A
and B

42,948Stock issued to employee for
exercise of stock option at $0.10 per share
10,000
1,000Stock issued for the exercise
of Warrant A at $0.68 per share
460,000
312,800Balance Forward
35,833,399
$29,697,607



($27,791,421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
47


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
35,833,399
$29,697,607
-
-
-
($27,791,421)Option expense per FAS 123(R)
for Stock Options not yet vested

33,195Stock issued to an employee as
a bonus
50,000
15,500Stock issued to employee for
exercise of options at $0.13 per share
50,000
6,500Stock issued to employee for
bonus
4,292
5,666Option expense per FAS 123(R)
for Stock Options not yet vested

33,851Option expense per FAS 123(R)
for Stock Options not yet vested

32,449Stock Options issued for Board
Compensation

14,993Option issued to officer for
Bonus
12,048
10,000Balance Forward
35,949,739
$29,849,761



($27,791,421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
48


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
35,949,739
$29,849,761
-
-
-
($27,791,421)Stock issued to employee as
compensation
22,805
18,700Option expense per FAS 123(R)
for Stock Options not yet vested

32,449Option expense per FAS 123(R)
for Stock Options not yet vested

32,449Stock issued for conversion of
account payable at $1.21 per share
2,066
2,500Stock issued for conversion of
account payable at $1.21 per share
744
900Stock issued for exercise of
Warrant A at $0.68 per share
460,000
312,800Stock issued to employee for
exercise of options at $0.525 per share
40,000
21,000Balance Forward
36,475,354
$30,270,559



($27,791,421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
49


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
36,475,354
$30,270,559
-
-
-
($27,791,421)Stock issued to employee for
exercise of options at $0.71 per share
6,919
4,911Option expense per FAS 123(R)
for Stock Options not yet vested

26,518Option expense per FAS 123(R)
for Stock Options not yet vested

27,194Stock issued for the exercise
of Warrant A at $0.68 per share
460,000
312,800Stock issued to employee fpr
cashless exercise of stock options at $0.54 per share
6,115
-Stock issued to employee fpr
cashless exercise of stock options at $0.61 per share
28,058Balance Forward
36,976,446
$30,641,982
-
-
-
($27,791,421)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
50


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Stockholders' Equity (Continued) VariableCommon
Shares
Preferred
Shares
Deferred
AccumulatedDescription
Shares
Amount
Shares
Amount
Consulting
DeficitBalance Forward
36,976,446
$30,641,982
-
-
-
($27,791,421)Option expense per FAS 123(R)
for Stock Options not yet vested

27,195Option expense per FAS 123(R)
for Stock Options not yet vested

28,823Net Income (Loss) for the year
ended March 31, 2008





(723,224)Balance at March 31,
2008
36,976,446
$30,698,000



($28,514,645)
  The accompanying notes
are an integral part of these consolidated financial statements


PAGE
51


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements
of Cash Flows For the Years
EndedMarch
31,2008

2007CASH FLOWS FROM OPERATING
ACTIVITIESNet Loss
$
    (723,224)

$(1,924,349)Adjustments to reconcile net
loss to net cash used by operating activities:Depreciation
142,367

137,331Amortization
of debt offering and capitalized costs
-

89,667Stock and
options issued for services
493,268

584,615Stock and
options issued for board compensation
27,781

55,481Amortization
of debt discount
-

666,667Common stock
and options issued for royalties
-

15,502Common stock
issued for conversion of notes payable and interest
-

712,997Loss
on Impairment of Investment
256,250

-Changes in operating assets and
liabilities:(Increase)
decrease in accounts receivable
(580,280)

481,703(Increase)
in inventories
(87,523)

(75,640)Decrease in
deferred costs
(3,225)

(5,369)(Decrease)
increase in accounts payable and accrued liabilities
62,810

(901,344)Increase in
interest payable
-

26,694Increase in
unearned revenue
165,878

(13,729)(Increase)
decrease in other assets
93,130

(243,523)Decrease in
prepaid assets
9,185

-Net Cash
(Used) by Operating Activities
(143,583)

(393,297)CASH FLOWS FROM INVESTING
ACTIVITIESPurchase of
fixed assets
(12,015)

-Loss on sale
of assets
-

3,758Note
Receivable
(256,250)

-Net Cash
Provided/Used by Investing Activities
(268,265)

3,758CASH FLOWS FROM FINANCING
ACTIVITIESProceeds
from notes payable
-

453,271Payments on
notes payable
(232,018)

(311,861)Proceeds
from common stock, exercise of options, and Warrant conversion
1,663,102

7,400Net Cash
Provided by Financing Activities
1,431,084

148,810Foreign currency
translation
15,623

(8,747)Net Increase (Decrease) in
Cash
1,034,859

(249,476)Cash at Beginning of
Year
47,763

297,239Cash at End of Year
$ 1,082,622

$
   47,763 The accompanying notes
are an integral part of these consolidated financial statements  PAGE
52   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows  For the Years
EndedMarch
31,2008

2007NON-CASH INVESTING &
FINANCING ACTIVITIES:Common stock
issued for acquisitions
$                  -

$
    225,000Conversion
of Note Receivable to an Investment
$          56,250

-Common
Stock Issued for A/P
$             
116Common
Stock Issued for N/P and Interest
$          
9,676CASH PAID FOR:Interest
$
          1,462

$
     62,857Income
taxes
$
                 -

$
              -   PAGE
53   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007  NOTE 1 - ORGANIZATION AND DESCRIPTION
OF BUSINESS   The consolidated
financial statements presented are those of PCS Edventures!.com, Inc., an Idaho
Corporation, and its wholly-owned subsidiary, PCS LabMentors, LTD., a Canadian
company, (collectively, "the Company").  On August 3, 1994,
PCS Edventures!.com, Inc., was incorporated under the laws of Idaho to engage in
web-based and site-licensable educational products.  In October 1994,
an agreement was authorized allowing the Company to exchange, on a one-for-one
basis, common stock for stock of PCS Schools, Inc. As a result of this
Agreement, PCS Schools, Inc. became a wholly-owned subsidiary of the Company.
 In the late 1990s, the Company divested the stand-alone learning labs to
focus more on a hands-on module coupled with web-based technology for use in the
classroom.  On March 27, 2000,
the Company changed its name from PCS Education Systems, Inc. to PCS
Edventures!.com, Inc.  On November 30,
2005, the Company entered into an agreement with 511092 N.B. LTD. dba LabMentors
to exchange PCS stock for stock of 511092 N.B. LTD. as disclosed in the 8-K as
filed with the SEC on December 9, 2005 and amended on February 15, 2006.
 As a result of the Share Exchange Agreement, 511092 N.B. LTD. became a
wholly owned subsidiary of the Company.  In December 2005, the name of this
subsidiary was formally changed to PCS LabMentors, LTD. It remained a Canadian
corporation.  Certain prior year amounts have been
reclassified to conform to current year presentation.   NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES   a. Accounting
Method  The Company's
consolidated financial statements are prepared using the accrual method of
accounting. The Company has elected a March 31 year end.  b.
Estimates  The preparation of
financial statements in conformity with Generally Accepted Accounting Principals
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.
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.    PAGE
54   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007  NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)  Financial
instruments that 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 last
fiscal year ending March 31, 2008, the PCS subsidiary, LabMentors', had sales to
two major customers that exceeded 10 percent of their individual revenues as
follows:  Customer
A - $106,838    52.8% Customer
B - $  82,535    40.8%  The PCS
subsidiary, LabMentors also has an account receivable from these same major
customers as of March 31, 2008 as follows:  Customer
A - $ 12,884 Customer
B - $   6,143  d. Foreign
Currency Translation  The functional
currency of our subsidiaries is considered the local currency. Our PCS
LabMentors' subsidiary has a functional currency in Canadian dollars ($CDN). The
subsidiarys financial statements have been translated into US dollars in
accordance with SFAS No. 52 "Foreign Currency Translation." All assets and
liabilities are translated at the exchange rate on the balance sheet date and
all revenues and expenditures are translated at the average rate for the year.
Translation adjustments are reflected as a separate component of stockholders'
equity, accumulated other comprehensive income (loss) and the net change for the
year reflected separately in the statements of operations and other
comprehensive income (loss). Through this, all of the Company financial
documents are stated within the functional currency of the parent company, which
is the United States dollar ($USD).  d. Foreign
Currency Translation  In accordance with
SFAS No. 95 "Statement of Cash Flows," the cash flows of the subsidiary 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 that was translated at the exchange
rate at the end of the period.  e. Revenue
Recognition PCS
recognizes revenue for its three (3) revenue streams: Product (Learning Labs),
Licensing, and Subscriptions, as outlined in Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements. The Company also relies on EITF
00-21  Revenue Arrangements with Multiple Deliverables for the determination
of single unit and/or multiple deliverables.  PAGE
55   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007  NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Product
Revenue is comprised of our learning labs. Upon delivery, these labs do not
require additional product/service to be functional and/or operational for the
customers intended use. Therefore, we rely on EITF 00-21 par 9, for the
recognition of separate accounting units as follows: § The
value to the customer is on a standalone basis. § There
are no substantially undelivered items and therefore the requirement for
evidence of objective and reliable fair value, in regards to undelivered items,
is not applicable. § PCS
does not have a general right of return policy. There are limited circumstances
in which a product would be accepted for return. Therefore, the probability of
delivery of undelivered product, in relation to a customers general right of
return is not applicable.  As
such, the related revenue is recognized when the product is delivered to the
customer. Delivery is constituted when ninety percent (90%) or greater of the
weighted average cost of goods has been received by the customer. Licensing
Revenue is in relation to the sales of the learning labs, as well as the
LabMentors virtual labs. This revenue is based on a contractual term of 1-year,
which begins when the physical lab is delivered to the customer. Should the
customer terminate the licensing prior to the expiration of the contract, PCS
does not have an obligation to refund any portion of the fees. As such, revenue
is amortized and recorded over the life of the contractual license. PCS relies
on the SEC Staff Accounting Bulletin No. 101 paragraph 84 (d) for its revenue
recognition guidance. It states If services are rendered or right to use assets
extend continuously over time, reliable measures based on contractual prices
established in advance are commonly available, and revenues may be recognized as
earned as time passes. Subscription
revenue is related to the edventures.com website. Subscriptions are offered on a
monthly basis. Each completed month constitutes the delivery of service and no
other deliverables are required. Therefore, revenue is recognized on a monthly
basis as earned. It is PCSs belief that this process meets the SOP 97-2
Paragraph 8 for the recognition criteria as follows: · persuasive
evidence of an arrangement exists · delivery
has occured · the
vendors fee is fixed or determinable · collectibility
is probable   f.
Goodwill  Goodwill
represents the excess of the cost of PCS LabMentors' acquisition over the net of
the amounts assigned to the assets acquired and liabilities assumed. The Company
accounts for its goodwill in accordance with Statement of Financial Accounting
Standards No. 142 (SFAS 142) "Goodwill and Other Intangible Assets," which
requires the Company to test goodwill for impairment annually or whenever events
or changes in circumstances indicate that the carrying value of an asset may not
be recoverable, rather than amortize.   PAGE
56     PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007   NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  f. Goodwill
continued  The entire
goodwill balance of $485,238 at March 31, 2008, which is not deductible for tax
purposes due to the purchase being completed through the exchange of stock, is
related to the Company's acquisition of PCS LabMentors in December 2005. With
the acquisition of PCS LabMentors, the Company gained LabMentors' significant
interest in the technical college market and increased the products available to
educational outlets. The Company also obtained the information technology and
programming expertise of LabMentors' workforce, gained additional cost
optimization, and gained greater market flexibility in optimizing market
information and access to collegiate level sales.  The provisions of
SFAS 142 require that a two-step impairment test be performed annually or
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. The first step of the test for impairment
compares the book value of the Company to its estimated fair value. The second
step of the goodwill impairment test, which is only required when the net book
value of the item exceeds the fair value, compares the implied fair value of
goodwill to its book value to determine if an impairment is required.  g. Business
Combinations  There were no
business combinations during the fiscal year ended March 31, 2008.  h. Principals
of Consolidation  The accompanying consolidated
financial statements consolidate the accounts of the parent company and its
wholly owned subsidiaries. All significant inter-company accounts and
transactions have been eliminated through consolidation  i. Provision
for Income Taxes Deferred
income taxes are provided using the liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards 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 than 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 the changes in tax laws and rates of
the date of enactment.  PAGE
57   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007   NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  i. Provision
for Income Taxes Continued  Net deferred tax
liabilities consist of the following components as of March 31, 2008 and
2007:   March
31,2008
2007Deferred tax assets:NOL
carryover
$
  3,423,304
$
 3,404,660Accrued
expenses
110,861
47,902Accumulated
depreciation

(27,828)Accumulated
compensation
12,561
-Allowance
for Doubtful Accounts
2,581Impairment
Loss
99,938Deferred tax
liabilities:
(22,969)Valuation allowance:
(3,626,276)
(3,424,734)Net deferred tax asset:
$
               -
$
            -  The income tax
provision differs from the amount of income tax determined by applying the U.S.
federal income tax rate to pretax income from continuing operations as detailed
in the following table for the years ended March 31, 2008 and 2007 due to the
following:  March
31,2008
2007Book Income
$
     (238,800)
$
   (755,733)State taxes
(9,950)
(25,009)Stock for
services/expense
24,627
28,169Penalties
10
4,221Beneficial conversion
-
294,970Options expense
178,582
173,379Other
2,784
4,956NOL utilization
(169,475)
-Valuation allowance
212,222
275,047$
               -
$
            -   PAGE
58   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007   NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  i.
Provision for Income Taxes (continued)  At March 31, 2008
the Company had net operating loss carry forwards of approximately $8,900,000
that may be offset against future taxable income from the year 2008 through
2028. No tax benefit has been reported in the March 31, 2008 consolidated
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.  Due to the change
in ownership provisions of the Tax Reform Act of 1986, net operating loss carry
forwards for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carry
forwards may be limited as to use in future years.  The Company and
its subsidiary files income tax returns in the United States, Canada and the
state of Idaho.  With few exceptions, the Company is no longer subject to
U.S. federal, state and local, or non-U.S. income tax examinations by tax
authorities for years before 2005. The company does not have any unrecognized
tax benefits to report in the current period.  The Company
adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007.  The Companys
policy is to recognize interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  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 12).  j. 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 in accordance
with SFAS No. 128 "Earnings per Share." Diluted loss per share is equal to basic
loss per share as the result of the anti-dilutive nature of the stock
equivalents.   For the Years
EndedMarch
31,2008

2007Basic loss per share from
operations:Numerator -
loss
$  
(723,224)

$(1,924,349)Denominator
- weighted average number of shares outstanding
32,279,837

29,045,521Loss per
share
$
       (0.02)

$
       (0.07)    PAGE
59    PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007  k.
Newly Issued Accounting Pronouncements During the
year ended March 31, 2008, the Company adopted the following accounting
pronouncements: In
March 2008, the FASB issued SFAS 161,  Disclosure about Derivative
Instruments and Hedging Activities This Statement is an amendment of FASB Statement No. 133. Itrequires enhanced disclosures about an entitys derivative and hedging
activities and their affect on the entities financial position, financial
performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The adoption of SFAS No. 161 had no
impact on our financial position, result of operations, or disclosure
requirements. In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations. This statement replaces SFAS No. 141, Business Combinations and
applies to all transactions or other events in which an entity (the acquirer)
obtains control of one or more businesses (the acquiree), including those
sometimes referred to as true mergers or mergers of equals and combinations
achieved without thetransfer of consideration. This statement establishes
principles and requirements for how the acquirer: a. recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; b. recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase; and c. determines what information to disclose to enable users
of the financials statements to evaluate the nature and financial effects of the
business combination. This statement will be effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Earlier adoption is prohibited. The future application of this
pronouncement may have a material effect on our financial condition and results
of operations. In December 2007,
the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial
Statements. This statement applies to all entities that prepare consolidated
financial statements, except not-for-profit organizations, and amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It also amends certain
of ARB 51s consolidation procedures for consistency with the requirements of
SFAS No. 141 (revised 2007). This statement will be effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. Earlier adoption is prohibited. The future application of this
pronouncement may have a material effect on our financial condition and results
of operations.  l. 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 estimated useful life of the program or exercise,
generally 36 to 48 months.  m. 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  PAGE
60   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the Consolidated Financial Statements March 31, 2008 and 2007  NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)  m. Intellectual
Property (continued)  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.  n. 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 three 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 operating
expense. Renewals and betterments are capitalized.  o.
Finished Goods Inventory  Finished goods
inventory is composed of items produced in-house, as well as items from outside
supplies. These items included, but are not limited to, KNEX® manipulatives,
fischertechnik® manipulatives, Eduwise manipulatives, LEGO® manipulatives,
furniture units, curriculum, blocks, PCS Academy of Science® science kits,
poster packs, and other miscellaneous items used in our various labs.  Our
inventory is valued using the average cost method for each item. p.
Equity Investment Management
has come to the conclusion that due to a lack of performance on the part of the
maker of a promissory note payable to the Company and entered into by the maker
in October 2007, which was subsequently converted to a 25% equity ownership of
Global Technologies, it is necessary to review the future value of the
investment. Concern surrounding equity valuation has prompted management to be
conservative in its reporting and has fully impaired the investment. q.
Stock Options  As permitted by
FASB Statement 148 "Accounting for Stock Based Compensation Transition and
Disclosure" (SFAS No. 148), the Company elected to measure and record
compensation cost relative to employee stock option costs in accordance with
Accounting Principals Board ("APB") Opinion 25, "Accounting for Stock Issued to
Employees", and related interpretations and make pro forma disclosures of net
income and earnings per share as if the fair value method of valuing 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.   PAGE
61   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 3 - FIXED ASSETS  Assets and depreciation for the
period are as follows:  March 31, 2008Computer/office
equipment
$  
        21,116Server equipment
$    
    115,962Accumulated
depreciation
$
       (103,561)Total Fixed
Assets
$
       
  33,517  Fixed Asset
depreciation expense for the years ended March 31, 2008 and 2007 was $54,128 and
$7,235, respectively. NOTE 4 - COMMON AND PREFERRED STOCK
TRANSACTIONS   a. Common
Stock  During the year
ended March 31, 2008, the Company issued 10,349 shares of common stock for the
conversion of  trade payables, valued at $8,116.  During the year
ended March 31, 2008, the Company issued 16,340 shares of common stock to
employees as bonuses, valued at $15,666.  During the year
ended March 31, 2008, the Company issued 22,805 shares of common stock for
employee compensation valued at $18,700.  During the year
ended March 31, 2008, the Company issued 1,715,502 shares of common stock for
the exercise of Stock Options by Officers/Directors valued at $209,365.  During the year
ended March 31, 2008, the Company issued 166,919 shares of common stock for
exercise of Stock Options by employees valued at $49,912.  During the year
ended March 31, 2008, the Company issued as compensation  to the Board of
Directors shares of common stock valued at $29,988.  During the year
ended March 31, 2008, the Company issued 60,000 shares of common stock for
exercise of cashless options valued at $35,900.  During the year
ended March 31, 2008, the Company issued 1,580,000 shares of common stock for
the conversion of A Warrants valued at $1,178,400  During the year
ended March 31, 2008, the Company issued 200,000 shares of common stock for the
conversion of B Warrants valued at $360,000.  During the year
ended March 31, 2008, the Company issued 40,385 shares of common stock for the
conversion of cashless C Warrants.  During the year
ended March 31, 2008, the Company adjusted pricing on Options and Warrants for a
net value of $4,263.  PAGE
62   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 4 - COMMON AND PREFERRED
STOCK TRANSACTIONS (continued)  b. Preferred
Stock  The Company has no
issued Preferred Stock. Not applicable  NOTE 5 - NOTES PAYABLE - RELATED
PARTY  None, not
applicable  NOTE 6 - NOTES PAYABLE  Notes payable
consisted of the following at March 31, 2008:  Notes payable to
a Canadian governmental agency bearing no interest, with payments due the
1st of each month, unsecured
$
        26,288Line of credit
with a financing institution with varying interest rates, due periodically
(generally monthly), secured by assets and specific receivables
$
            150Total Notes Payable
$
       26,438  PAGE
63   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 7 - COMMITMENTS AND
CONTINGENCIES   a.
Operating Lease Obligation  The Company leases
its main office under a non-cancelable lease agreement accounted for as an
operating lease. The lease expires in June 2012.  Fiscal Year
Monthly
Obligation2009
$10,3502010
$10,6502011
$10,9502012
$11,250Total
$639,000  Rent expense for
the corporate offices was $86,934 and $86,9341 for the years ended March 31,
2008 and 2007, respectively, under this lease arrangement.  The Company leases
additional warehouse space in Boise, Idaho. This warehouse space consists of
approximately 2,900 square feet. Rent obligations are approximately $1,440/month
through February 2009 and $1,575/month through February 28, 2010. Rent expense
was $12,810 and $13,070 for the years ended March 31, 2008 and 2007
respectively.  The Company leases
office space for its subsidiary in Canada. This lease is a month-to-month lease
that may be cancelled at any time. The monthly rental obligation is $1,143. The
Company intends to continue to lease this space on a month-to-month basis. Rent
expense was $12,708 and $12,281 for the years ended March 31, 2008 and 2007
respectively.  b.
Litigation  The Company is
currently in a lawsuit that is pending in the United States District Court of
Idaho, Case No. CV08-00089. This lawsuit has been brought about by a former
employee who is asserting breach of contract and breach of implied covenant of
good faith and fair dealings with respect to an agreement entered into on or
about April 1, 2004. The plaintiff is seeking specific performance on the
issuance of an additional 146,858 shares of common stock or damages in excess of
$75,000. The Company has retained the services of Hawley Troxell Ennis &
Hawley, LLP Attorneys at Law. As of this filing, The Company believe we have a
meritorious defense and will prevail in all litigations surrounding this
matter.              PAGE
64   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007   NOTE 8 - EDUCATIONAL SOFTWARE   Educational
software was purchased by the Company as a part of the acquisition of 511092
N.B. LTD. and 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. This educational software had a carrying value of
$77,924 at March 31, 2007 with a total of $34,241 of related depreciation
recognized during the fiscal year ended March 31, 2008, with a resulting
carrying value of $67,384 at March 31, 2008.  NOTE 9 - INTELLECTUAL PROPERTY   Intellectual
property consists of capitalized costs associated with the development of the
Internet software and delivery platform developed by PCS LabMentors to enable
access to the various educational programs and exercises developed by the
Company, as well as the newly acquired PCS STEPS® program, see the section
entitled "Status of any publicly announced new product or service" in this
Report.  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. This intellectual property had a
carrying value of $194,007 at March 31, 2007. Amortization recognized for the
fiscal year ended March 31, 2008 was $75,000, with a carrying value of $112,500
at March 31, 2007.  NOTE 10 - GOODWILL   The entire
goodwill balance of $485,238 at March 31, 2008, which is not deductible for tax
purposes due to the purchase being completed through the exchange of stock, is
related to the Company's acquisition of PCS LabMentors in December 2005.
Included within this amount of goodwill is $135,658 of costs associated with the
acquisition. The capitalized costs are for accounting, consulting, and legal
fees associated with the transaction. With the acquisition of PCS LabMentors,
the Company gained LabMentors' significant interest in the technical college
market and increased the products available to educational outlets. The Company
also obtained the information technology and programming expertise of
LabMentors' workforce, gained additional cost optimization, and gained greater
market flexibility in optimizing market information and access to collegiate
level sales.         PAGE
65   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007   NOTE 10  GOODWILL
(continued)  The provisions of
SFAS 142 require that a two-step impairment test be performed annually or
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. The first step of the test for impairment
compares the book value of the Company to its estimated fair value.  We undertook an
impairment review at the end of the current fiscal year end, despite the fact
that the goodwill was calculated during the third quarter of the current fiscal
year. After reviewing current operating losses and future growth potential of
the subsidiary, the Company determined that no impairment was created. The basis
for this determination included the growth of existing clients since the end of
the fiscal year, conversations with potential customers for the upcoming year,
the proven record since a bank account was established for the company to
sustain operations for the foreseeable future, as well as the added economies of
scale the subsidiary has added to the Company as a whole, including several
technical performance enhancements supplied by LabMentors to supplement the core
capabilities of PCS, such as creation of added internet service bandwidth and
associated signal routing capabilities not known to the technical people at PCS;
locating and managing a demonstration server on their system for a wide variety
of PCS products; and assisting technical people from PCS and E2S in the creation
and management of a server to host the PCS STEPS® product. In conclusion, the
Company felt and still feels that LabMentors brought more than a cutting edge
product to PCS, but the acquisition also brings vertical integration and
technology not previously known by PCS.  NOTE 11 - ACCRUED EXPENSES   Accrued expenses
are made up of the following at March 31, 2008:  Credit card
debt
$
    43,758Workers
Compensation
500CG-VAK
4,227Total Accrued Expenses
$
    48,485  NOTE 12  OTHER RECEIVABLE   Included in this
amount is the currently outstanding SR&ED amount of  $13,829.  The
Company has been notified that all amounts submitted were accepted in full.
   Payment for Revenue Canada was received in May 2008.            PAGE
66   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 13 - DILUTIVE INSTRUMENTS   Stock Options and Warrants  SFAS No. 148,
requires the Company to provide pro forma information regarding net loss and net
loss 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. 148.  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 100% to 538% percent for all years; risk-free interest rates of 1% to 6%, and
expected lives of 1 to 10 years.    For the Years
EndedMarch
31,2008

2007Net loss:As
reported
$(723,224)

$(1,924,349)Pro
Forma
$(1,026,581)

$(2,539,486)Net loss per share:As
reported
$
       (0.02)

$
       (0.07)Pro
Forma
$
       (0.03)

$
       (0.09)                          PAGE
67


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and 2007  NOTE 13 - DILUTIVE INSTRUMENTS
(continued) The
Company has granted the following options and warrants as of March 31, 2007: Person
Date of
Grant
Issue
Number
Issue
Price
Amount
Exercised
Amount Expired/
Cancelled
Amount
Outstanding
Fair
Value
Risk-Free
Interest Rate
Expected
Life
Expected
Volatility1) Board Members
12/10/2001
1,000,000
$0.30
-
(250,000)
750,000
$0.20
5.69%
10
99.80%2) Board Members
06/03/2002
1,000,000
$0.16
(180,000)
(250,000)
570,000
$0.15
5.48%
10
128.91%3) Employees
07/01/2002
335,000
$0.16
(260,000)
(75,000)
-
$0.14
2.84%
n/a
n/a4) Employee
08/15/2002
5,000
$0.16
-
(5,000)
-
$0.14
2.84%
n/a
n/a5) Board Members
10/21/2002
499,998
$0.09
(166,666)
(166,666)
166,666
$0.09
3.94%
10
158.83%6) Board Members
05/15/2003
892,855
$0.07
(464,285)
(214,285)
214,285
$0.09
3.94%
10
151.61%7) Employee
05/20/2003
100,000
$0.07
(100,000)
-
-
$0.06
2.54%
4
151.61%8) Employee
07/25/2003
25,000
$0.10
-
(25,000)
-
$0.12
2.81%
4
156.24%9) Employee
07/25/2003
25,000
$0.10
(15,000)
-
10,000
$0.12
2.81%
4
156.24%10) Employee
09/05/2003
150,000
$0.07
-
-
150,000
$0.11
2.81%
4
152.03%11) Employee
09/25/2003
25,000
$0.10
(15,000)
-
10,000
$0.12
3.07%
5.85
152.03%12) Board Member
04/28/2004
150,000
$0.15
-
-
150,000
$0.17
4.43%
10
344.55%13) Consultant
04/28/2004
2,000,000
$0.10
(750,000)
(1,250,000)
-
$0.17
0.98%
n/a
n/a14) Consultant
04/28/2004
4,000,000
$0.10
-
(4,000,000)
-
$0.17
0.98%
n/a
n/a15) Consultant
04/28/2004
200,000
$0.10
-
(200,000)
-
$0.17
1.55%
n/a
n/a16) Consultant
04/28/2004
200,000
$0.20
-
(200,000)
-
$0.17
1.55%
n/a
n/a17) Consultant
04/28/2004
200,000
$0.30
-
(200,000)
-
$0.17
1.55%
n/a
n/a18) Consultant
04/28/2004
200,000
$0.35
-
(200,000)
-
$0.17
1.55%
n/a
n/a19) Board Members
09/14/2004
80,358
$0.14
(53,572)
-
26,786
$0.15
4.14%
10
247.04%20) Board Members
09/14/2004
93,750
$0.12
(62,500)
-
31,250
$0.15
4.14%
10
247.04%21) Board Members
09/14/2004
112,500
$0.10
(75,000)
-
37,500
$0.15
4.14%
10
247.04%22) Board Members
09/14/2004
48,912
$0.23
(16,304)
-
32,608
$0.15
4.14%
10
247.04%23) Board Members
09/14/2004
57,692
$0.26
(14,423)
-
43,269
$0.15
4.14%
10
247.04%24) Employee
07/29/2004
153,533
$0.15
-
-
153,533
$0.14
3.78%
5
250.60%25) Employee
08/10/2004
50,000
$0.13
(30,000)
-
20,000
$0.13
3.47%
5
247.04%26) Employee
07/10/2004
50,000
$0.13
-
-
50,000
$0.23
3.64%
5
250.60%27) Employee
07/01/2004
25,000
$0.31
-
-
25,000
$0.27
3.81%
5
240.27%


PAGE
68


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 13 - DILUTIVE INSTRUMENTS
(continued) The Company has granted
the following options and warrants as of March 31, 2007:  Person
Date of
Grant
Issue
Number
Issue
Price
Amount
Exercised
Amount Expired/
Cancelled
Amount
Outstanding
Fair
Value
Risk-Free
Interest Rate
Expected
Life
Expected
Volatility28) Consultant
07/29/2004
5,000
$0.15
(5,000)
-
-
$0.14
3.78%
n/a
n/a29) Employee
11/15/2004
100,000
$0.10
-
-
100,000
$0.10
3.53%
n/a
n/a30) Board Members
01/04/2005
315,792
$0.10
(157,896)
-
157,896
$0.09
4.29%
10
234.54%31) Consultant
01/06/2005
4,500
$0.10
(4,500)
-
-
$0.11
3.65%
5
236.98%32) Employee
06/01/2004
75,000
$0.31
-
-
75,000
$0.31
3.91%
5
235.04%33) Employee
06/14/2004
250,000
$0.31
-
-
250,000
$0.26
3.98%
5
235.04%34) Employee
06/01/2004
50,000
$0.31
-
-
50,000
$0.31
3.91%
5
235.04%35) Employee
06/01/2004
75,000
$0.31
(344)
-
74,656
$0.31
3.91%
5
235.04%36) Employee
06/16/2004
150,000
$0.31
-
-
150,000
$0.31
3.91%
5
235.04%37) Board Members
04/01/2005
81,080
$0.19
-
-
81,080
$0.19
4.24%
10
237.88%38) Employees
05/26/2005
175,000
$0.50
-
(25,000)
150,000
$0.51
3.91%
5
257.85%39) Employee
05/26/2005
107,467
$0.50
-
-
107,467
$0.51
3.91%
5
257.85%40) Employee
08/24/2005
100,000
$0.61
-
-
100,000
$0.68
4.07%
4
253.43%41) Board Members
06/30/2005
23,076
$0.65
-
-
23,076
$0.65
3.97%
10
256.17%42) Board Members
09/30/2005
16,791
$0.67
-
-
16,791
$0.67
4.30%
10
246.09%43) Board Members
12/31/2005
18,144
$0.62
-
-
18,144
$0.62
4.37%
10
241.33%44) Board Members
03/31/2006
21,225
$0.53
-
-
21,225
$0.75
4.52%
3
225.67%45) Consultant
02/01/2006
121,429
$0.75
-
-
121,429
$0.69
4.72%
2
240.67%46) Consultant
03/01/2006
21,429
$0.63
-
-
21,429
$0.63
4.71%
3
225.42%47) Consultant
02/20/2006
50,000
$0.60
-
-
50,000
$0.53
4.80%
10
237.68%48) Investor
12/29/2005
2,500,000
$1.20
-
-
2,500,000
$1.20
4.30%
4
237.68%49) Investor
12/29/2005
2,500,000
$1.80
-
-
2,500,000
$1.80
4.30%
4
237.68%50) Consultant
04/03/2006
21,426
$0.75
-
-
21,429
$0.75
4.84%
3
223.07%51) Employees
05/12/2006
980,000
$0.54
-
(45,000)
935,000
$0.54
5.00%
4
220.28%52) Consultant
05/03/2006
21,429
$0.75
-
-
21,429
$0.75
4.96%
3
220.08%53) Consultant
06/30/2006
21,429
$0.75
-
-
21,429
$0.75
5.21%
3
217.69%54) Board Members
06/30/2006
18,750
$0.60
-
-
18,750
$0.60
5.21%
10
217.69%


PAGE
69


PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007    NOTE 13 - DILUTIVE INSTRUMENTS
(continued) The Company has granted
the following options and warrants as of March 31, 2007:  Person
Date of
Grant
Issue
Number
Issue
Price
Amount
Exercised
Amount Expired/
Cancelled
Amount
Outstanding
Fair
Value
Risk-Free
Interest Rate
Expected
Life
Expected
Volatility55
Employee
09/20/06
75,000
$0.48
-
-
75,000
$0.48
4.69%
4
206.88%56)Board
Members
09/29/08
24,999
$0.45
-
-
24,999

4.59
10
226.79%57)
Investor
11/15/2006
100,000
$0.60
-
-
100,000
$0.60
4.78%
2
204.80%58)
Investor
11/15/2006
10,000
$0.60
-
-
10,000
$0.60
4.78%
2
204.80%59) Board
Members
12/29/2006
35,716
$0.42
-
-
35,716
$0.42
4.60%
10
221.92%60)
Employee
02/06/2007
30,000
$0.49
-
-
30,000
$0.49
4.76%
4
201.61%61) Board
Members
03/31/2007
18,948
$0.95
-
-
18,948
$0.95
4.63%
10
204.80%62)
Employee
04/03/08
25,000
$1.28
-
-
25,000
$1.28
4.58%
4
205.14%63)
Employees
04/16/07
200,000
$2.37
-
-
200,000
$2.37
4.6%
4
221.94%64) Board
Members
06/29/07
11,364
$1.32


11,364
$1.32
5.09
10
222.27%65)
Employees
08/03/07
100,000
$0.92


100,000
$0.92
4.6%
4
202.7766) Board
Members
09/28/07
17,856
$0.84


17,856
$0.84
4.61
10
218.2267)
Employees
12/28/07
100,000
$1.70


100,000
$1.70
3.23
4
200.2368)
Employees
01/10/08
50,000
$1.18


50,000
$1.18
2.71
4
187.0169)
Employees
02/28/08
80,000
$1.17


80,000
$1.17
2.29
4
186.7520,389,370

(6,493,299)
(7,309,284)
6,586,787Amount
Exercisable
5,413,287


PAGE
70


PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 13 - DILUTIVE INSTRUMENTS
(continued)  On April 3, 2006,
the Company issued options to purchase 21,426 shares of common stock to a
consulting company at an exercise price of $0.75 per share.  These options
were issued as compensation to a company for consulting services.  On May 3, 2006,
the Company issued options to purchase 21,429 shares of common stock to a
consulting company at an exercise price of $0.75 per share.  These options
were issued as compensation to a company for consulting services.  On May 12, 2006,
the Company issued options to purchase 980,000 shares common stock as additional
incentive to all employees at $0.54 per share.  On June 30, 2006,
the Company issued options to purchase 21,429 shares of common stock to a
consulting company at an exercise price of $0.75 per share.  These options
were issued as compensation to a company for consulting services.  On June 30, 2006,
the Company issued options to purchase 6,250 shares of common stock to each of
its three Board Members, for a total issuance of 18,750 shares at an exercise
price of $0.60 per share. These options were issued as compensation for Board
services for the quarter ending June 30, 2006.  On September 20,
2006, the Company issued options to purchase 75,000 shares of common stock to an
employee at an exercise price of $0.48 per share.  These options were
issued as additional compensation.  On September 29,
2006, the Company issued options to purchase 8,333 shares of common stock to
each of its three Board Members, for a total issuance of 24,999 shares at an
exercise price of $0.45 per share. These options were issued as compensation for
Board services for the quarter ending September 30, 2006.  On November 15,
2006, the Company issued options to purchase 100,000 shares of common stock to
an investor at an exercise price of $0.60.  These options were issued as
additional incentive for investing.  On November 15,
2006, the Company issued options to purchase 10,000 shares of common stock to an
investor at an exercise price of $0.60.  These options were issued as
additional incentive for investing.  On December 29,
2006, the Company issued options to purchase 8,929 shares of common stock to
each of its four Board Members, for a total issuance of 35,716 shares at an
exercise price of $0.42 per share. These options were issued as compensation for
Board services for the quarter ending December 31, 2006.  On February 6,
2007, the Company issued options to purchase 30,000 shares of common stock to an
employee at an exercise price of $0.49 per share.  These options were
issued as additional compensation to the employee.             PAGE
71   PCS EDVENTURES!.COM, INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 13 - DILUTIVE INSTRUMENTS
(continued)  On March 31, 2007,
the Company issued options to purchase 4,737 shares of common stock to each of
its four Board Members, for a total issuance of 18,948 shares at an exercise
price of $0.95 per share. These options were issued as compensation for Board
services for the quarter ending March 31, 2007.  On April 3, 2007,
the Company issued options to purchase 25,000 shares of common stock to an
employee at an exercise price of $1.28 per share.  These options were
issued as additional compensation to the employee.  On April 16 2007,
the Company issued options to purchase 200,000 shares of common stock to an
employee at an exercise price of $2.37 per share.  These options were
issued as additional compensation to the employee.  On June 29, 2007,
the Company issued options to purchase 2,841 shares of common stock to each of
its four Board Members, for a total issuance of 11,364 shares at an exercise
price of $1.32 per share. These options were issued as compensation for Board
services for the quarter ending June 30, 2007.  On August 31,
2007, the Company issued options to purchase 100,000 shares of common stock to
employees at an exercise price of $0.92 per share.  These options were
issued as additional compensation to the employees.  On August 31,
2007, the Company issued options to purchase 100,000 shares of common stock to
employees at an exercise price of $0.92 per share.  These options were
issued as additional compensation to the employees.  On September 28,
2007, the Company issued options to purchase 4,464 shares of common stock to
each of its four Board Members, for a total issuance of 17,856 shares at an
exercise price of $0.84 per share. These options were issued as compensation for
Board services for the quarter ending September 30, 2007.  On December 28,
2007 the Company issued options to purchase 50,000 shares of common stock to an
employee at an exercise price of $1.70 per share.  These options were
issued as additional compensation to the employee.  On December 28,
2007 the Company issued options to purchase 50,000 shares of common stock to an
employee/Officer at an exercise price of $1.70 per share.  These options
were issued as additional compensation to the employee.  On January 10,
2008, the Company issued options to purchase 50,000 shares of common stock to
employees at an exercise price of $1.18 per share.  These options were
issued as additional compensation to the employees.             PAGE
72    PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007   NOTE 14 - RELATED PARTY
TRANSACTIONS   During the last
two fiscal years ended March 31, 2008, and 2007, we have granted certain stock
options to members of our management.  During June 2006,
our Chief Executive Officer, Anthony A. Maher, exercised 25,000 options to
purchase common stock for the repayment of debt and accrued interest owed in the
amount of $4,000 for which he received 25,000 shares of common stock.  During the month
of June 2006, we issued options to purchase 6,250 shares of our common stock to
each of our three Board Members for a total issuance of 18,750 shares at an
exercise price of $0.60 per share. The options were issued as compensation for
Board services for the quarter ending June 30, 2006.  During the month
of September 2006, we issued options to purchase 8,333 shares of our common
stock to each of our four Board Members for a total issuance of 24,999 shares at
an exercise price of $0.45 per share. The options were issued as compensation
for Board services for the quarter ending September 30, 2006.  During October
2006, our Chief Executive Officer, Anthony A. Maher, exercised 30,000 options to
purchase common stock for the repayment of debt and accrued interest owed in the
amount of $4,800 for which he received 30,000 shares of common stock.  During the month
of December 2006, we issued options to purchase 8,929 shares of our common stock
to each of our four Board Members for a total issuance of 35,716 shares at an
exercise price of $0.42 per share. The options were issued as compensation for
Board services for the quarter ending December 31, 2006.  During February
2006, our Chief Executive Officer, Anthony A. Maher, exercised 30,000 options to
purchase common stock for the repayment of debt and accrued interest owed in the
amount of $4,000 for which he received 30,000 shares of common stock.  During the month
of March 2007, we issued options to purchase 4,737 shares of our common stock to
each of our four Board Members for a total issuance of 18,948 shares at an
exercise price of $0.95 per share. The options were issued as compensation for
Board services for the quarter ending March 31, 2007.  During the month
of June 2007, we issued options to purchase 2,841 shares of our common stock to
each of our four Board Members for a total issuance of 11,364 shares at an
exercise price of $1.32 per share. The options were issued as compensation for
Board services for the quarter ending June 30, 2007.             PAGE
73    PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 14 - RELATED PARTY
TRANSACTIONS (continued)  During
the month of September 2007, we issued options to purchase 4,464 shares of our
common stock to each of our four Board Members for a total issuance of 17,856
shares at an exercise price of $0.84 per share. The options were issued as
compensation for During the month of September 2007, we issued options to
purchase 4,464 shares of our common stock to each of our four Board Members for
a total issuance of 17,856 shares at an exercise price of $0.84 per share. 
The options were issued as compensation for Board services for the quarter
ending September 30, 2007.   NOTE 15  ACCOUNTS RECEIVABLE   The Companys
accounts receivable for the fiscal year ended March 31, 2008 was $703,030 net of
bad debt allowance of $6,617.  The bad debt allowance is based on a
historical percentage of 0.50 calculated below: Accounts
receivable * % of sales = bad debt allowance $713,647
* 0.5073% = $6,617  Gross
Total
% ofSales
Refunds/Cancellations
Total
SalesFY 2005
$
                        1,325,302.17
$
              17,266.30
1.303%FY 2006
2,296,165.98
615.78
0.027%FY 2007
1,461,093.00
2,808.10
0.192%3 year
average
0.5073%   NOTE 16 - GOING CONCERN   The Companys
consolidated financial statements are prepared using Generally Accepted
Accounting Principals applicable to a going concern that contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has a strong cash position as well as other material
assets. This position was enhanced through the conversion of debt. The
established source of revenues is not sufficient to cover its operating cost.
Although the Company has positive working capital, it has accumulated
significant losses and a deficit in stockholders equity. The combination
of these items raises substantial doubt about its ability to continue as a going
concern. Managements plans with respect to alleviating this adverse position,
that caused the Company to express doubt about the Companys ability to continue
as a going concern are as follows:  During
the fiscal year ended March 2008, the Company continued discussion with several
target companies for possible merger and acquisition activities. The Company
continued to strengthen its strategic alliances with KNEX, Science Demo,
Fischer Technique, MR Block, Integrating Technology, Minds I, Follette, Whole
School, Trudy Corporation and Eduwise for further product development and
enhancement. The Company has also introduced the PCS Digital Media Labs, which
saw strong sales of approximately $327,600. The Company has recently engaged
outside consultants in an effort to strengthen our market positioning and
product development focus. To date, the Company has continued to develop
marketplace strategy for the US market, as well as the international market.
 Further, the Company is still pursuing merger and acquisition candidates
and looking at various strategies to realign products and develop new market
channels.  PAGE
74      PCS EDVENTURES!.COM,
INC. AND SUBSIDIARY Notes to the
Consolidated Financial Statements March 31, 2008 and
2007  NOTE 16 - GOING CONCERN
(continued)  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 paragraphs 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 17 - SUBSEQUENT EVENTS  None, Not
applicable   Proxy Statement
Requests.  None,
not applicable    PAGE
75   Item
8. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.   None.  Item 8(A)T. Controls and
Procedures.   None.  Management Annual Report on
Internal Controls Over Financial Reporting  On June 1, 2005,
the Company's Audit Committee submitted for Board approval the following
policies and procedure manuals: Accounting Policies and Procedures; Internal
Control Procedures; and Sarbanes-Oxley Compliance. All three manuals were
reviewed and unanimously approved by the Board of Directors. In addition to
formalizing the Company's already existing policies, the Accounting Policies and
Procedures and the Internal Control Procedures manuals include guidelines that
offer an additional level of review of financial information. Due to the small
accounting staff, the Company viewed this as an area for improvement. We believe
that the approval and implementation of these policies with regard to disclosure
controls and procedures are effective in timely alerting the Chief Executive
Officer and the Chief Financial Officer to material information required to be
included in our periodic reports that are filed with the Securities and Exchange
Commission. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.  Management Annual Report on
Internal Controls Over Financial Reporting  (continued)  As of the end of
the period covered by this Annual 10-KSB Report, we carried out an evaluation,
under the supervision and with the participation of our President and Audit
Committee Chair, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation, our President concluded that our disclosure
controls and procedures are effectively designed to ensure that information
required to be disclosed or filed by us is recorded, processed or summarized,
within the time periods specified in the rules and regulations of the Securities
and Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote. In addition, we reviewed our internal controls, and there have been
no significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.  Changes in Internal Controls Over
Financial Reporting  None, not applicable Item 8B. Other Information.  None.   PAGE
76   PART III  Item 9. Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act.   Identification of Directors and
Executive Officers.   The following table sets
forth the name, address, age and position of each officer and director of the
Company:  Name
Age
PositionAnthony A. Maher
60
Chairman of the Board,
President, and Chief Executive OfficerRobert O. Grover
45
Executive Vice President, Chief
Technology OfficerDonald J. Farley
60
SecretaryCecil D. Andrus
76
DirectorMichael K. McMurray
62
DirectorDehryl A. Dennis
67
Director    Term of Office.   The terms of
office of the current directors shall continue until the annual meeting of
stockholders, which has been scheduled by the Board of Directors to be held no
later than September of each year. The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which executive
officers for the coming year are elected.  Business Experience.   Anthony A.
Maher. Mr. Maher was recruited to PCS at its inception as Chairman of the
Board, President and Chief Executive Officer and structured the purchase of PCS
Schools, Inc. and PCS LabMentors, LTD. Since then, Mr. Maher has overseen the
development of the curriculum from four core areas to over 60; the development
of its distance developer database; and the creation of its web-based publishing
expertise. From 1982 to 1989 he was founder and Chairman of the Board of
National Manufacturing Company, Inc. and its subsidiary, National Medical
Industries, Inc. From 1979 to 1982, Mr. Maher was Executive Vice President for
Littletree Inns, a hotel company based in Boise, Idaho with properties
throughout the Northwest. Mr. Maher graduated from Boise State University in
1970 with a Bachelor of Arts degree in Political Science.  Robert O.
Grover. Mr. Grover joined PCS at its inception and became Executive Vice
President in May 1996. Mr. Grover's current focus is on the development of PCS
distance education applications including the web-based support and delivery
systems that are integral to PCS Edventures!.com®, Edventures Labs, the Academy
of Engineering, and PCS LabMentors' software. In 1992, he developed the PCS
Merit System that has become the foundation of the PCSEdventures!.COM® learning
systems online. Mr. Grover graduated from Boise State University in 1987 with a
Bachelor of Arts degree in English.  Donald J.
Farley. Mr. Farley is the Secretary of the Company and acted as the
Company's legal counsel from 1994 until 2005. Mr. Farley is a founding partner
of the law firm of Hall, Farley, Oberrecht & Blanton, P.A. His legal
practice emphasizes litigation and representation of closely held businesses. He
has been in private practice since 1975, after serving a two-year judicial
clerkship with former United States District  PAGE
77   Judge J.
Blaine Anderson. Mr. Farley is admitted to practice before all state and federal
courts in Idaho and has also been admitted to practice before the United States
Supreme Court. He is a member of the American Bar Association, the International
Association of Defense Counsel, Defense Research Institute, the Idaho State Bar
Association and the Association of Trial lawyers of America. Mr. Farley
graduated from the University of Idaho in 1970 with a Bachelor of Arts degree in
Economics and from the University of Idaho College of Law in 1973.  Cecil D.
Andrus. Governor Andrus joined the PCS Board of Directors in November 1995.
Following his retirement from public service in January 1995, Mr. Andrus founded
and now directs the Andrus Center for Public Policy at Boise State University.
Governor Andrus is the first person in the history of Idaho to be elected
Governor four different times (1970, 1974, 1986, and 1990). When he retired from
public office, he was the senior governor in the United States in length of
service. Mr. Andrus resigned as governor in 1977 to become the Secretary of the
Interior in the Carter Administration, the first Idahoan to serve in a
Presidential Cabinet. Governor Andrus is a former Director of Albertsons and
KeyCorp, and a current Director of The Coeur D'Alene Company and Rentrak Corp.
He also serves "Of Counsel" to the Gallatin Group, a public affairs and
corporate analysis Company, and the Andrus Center for Public Policy at Boise
State University. Dehryl
A. Dennis, PhD.  Dr. Dennis has had a 36-year career that took him from
teaching in small public schools in southwest Idaho to Puerto Rico and Illinois,
and then returning to his native state as a district administrator in Boise,
Idaho. During his entire professional career, Dr. Dennis was an outspoken
advocate for programs that emphasized applied learning. Because of his strong
belief that most people learn by "doing rather than thinking about doing", he
supported and helped implement off-school site classrooms in malls and
hospitals; partnerships with trade unions, small business, and industry; and
cooperative agreements with institutions of higher learning. The success of
these programs culminated in the construction of the Dehryl A. Dennis
Professional Technical Center, which opened in 1999 and presently serves
approximately 900 students from 16 area high schools. Appointed in 1976 as
Director of Personnel, he later served as Assistant Superintendent and then
Deputy Superintendent until he was appointed District Superintendent in 1994. He
remained as Superintendent until his retirement in July 1999. Michael K.
McMurray.  Mr. McMurray returned to the PCS Board in 2004 after having
served on the Board from 1989 through 1994.  He retired as a financial
executive from Boise Cascade Corporation in 2001.  Since retiring, Mike has
served on a number of company and not-for-profit boards.  Mike is currently
on the PCS Edventures Inc. Board and Advisory Boards for start-up companies
Tenxsys Inc. and Paksense Inc.  Mike has worked as a consultant primarily
engaged in financing growth for a broad range of companies including the Titcomb
Family Trust and SITOA Corporation. Community boards include past Board Chairman
of Idaho Housing and Finance Association and Board Chairman of the Idaho Housing
Company.  He is a past board member of Farmers and Merchants Bank, the
Downtown Boise Association, Hillcrest Country Club and the Boise Family YMCA. He
is currently serving on the board of Regence Blue Shield of Idaho and the Idaho
Community Foundation Finance Committee.  Mike is a graduate of the
University of Idaho with a finance degree and the Harvard Business School
Executive MBA program.  Significant Employees.   Joseph A.
Khoury. Mr. Khoury is the founder of PCS LabMentors, LTD, formerly known as
511092 N.B. LTD. Prior to forming LabMentors, he was employed as a software
engineer with MIMS Consultants, Inc. He brings to PCS extensive knowledge of
computer software and network communication systems. He graduated from the
University of New Brunswick in 1993 with a Bachelor of Science in Electrical
Engineering.  Family relationships.   There are no
family relationships between any of our directors or executive officers.   PAGE
78   Involvement
in certain legal proceedings.   During the past
five years, none of our present or former directors, executive officers or
persons nominated to become directors or executive officers:  (1) Filed a petition
under the federal bankruptcy laws or any state insolvency law, nor had a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of such person, or any partnership in which he was a general partner
at or within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within two years
before the time of such filing; (2) Was convicted in
a criminal proceeding or named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) Was the subject
of any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him or her from or otherwise limiting his involvement in any type of
business, securities or banking activities; (4) Was found by a
court of competent jurisdiction in a civil action, by the Securities and
Exchange Commission or the Commodity Futures Trading Commission to have violated
any federal or state securities law, and the judgment in such civil action or
finding by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.   PAGE
79   Compliance
with Section 16(a) of the Exchange Act.   PCS believes all
forms required to be filed under Section 16 of the Exchange Act for all of the
Company's directors and executive officers have been timely filed.  Code of Ethics.   We have adopted a
Code of Ethics and it was attached as Exhibit 14 to our 2004 Annual Report.  Nominating Committee.   No changes have
been made to the process by which shareholders may nominate a person or persons
to serve as a member of the Companys Board of Directors.  Audit Committee.   We chartered an
audit committee in 2001 for the purpose of engaging accounting firm(s), which is
currently HJ & Associates, LLC, for the annual audit. The audit committee
currently consists of Board members, Michael K. McMurray and Cecil D. Andrus.
Mr. McMurray is considered an audit committee financial expert based on his
previous work experience and the definition contained in Reg. 228.401
Instructions to paragraph (e)(1) of Item 401 of the Sarbanes-Oxley Act. The
audit committee continued to implement the formal policy regarding the scope,
responsibilities and length of service for the audit committee adopted fiscal
year 2005. The audit committee held no formal meetings during fiscal year 2007.
 However, the audit committee did discuss auditing issues via telephone
conference and during regularly scheduled board meetings, after which time the
conversations were incorporated into the Companys minutes.   PAGE
80   Item 10.
Executive Compensation.   Compensation.   SUMMARY COMPENSATION TABLE FOR
FISCAL YEARS 2006-2008  The following
table provides information relative to compensation paid to our executive
officers for the fiscal years ended March 31, 2006 through March 31, 2008.
 During the fiscal year ended March 31, 2008, Mr. Grover salary comprised
9.9% of the total compensation paid to all employees, while Mr. Mahers salary
comprised 11.8% of the total compensation paid to all employees.  Name and Principal
Position
Year
Salary ($)
Bonus ($)
Stock Awards
($)
Option Awards
($)
Non-Equity
Incentive Plan Compensation
($)
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
All Other
Comp.
($)
Total
($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Anthony A. Maher
President, Director
03/31/08
120,000
0
0
0
0
0
*
120,00003/31/07
120,000
0
0
0
0
0
*
120,00003/31/06
120,000
0
0
0
0
0
*
120,000Robert O. Grover,
VP, Chief Tech. Officer
03/31/08
100,000
10,000
0
0
0
0
*
110,00003/31/07
100,000
0
0
0
0
0
*
100,00003/31/06
100,000
0
0
0
0
0
*
100,000 *Aggregate amount of
other compensation is less than $50,000 or 10% of the total
annual salary and bonus reported.    PAGE
81   Options
Grants in Last Fiscal Year.   GRANTS OF PLAN-BASED AWARDS FOR
FISCAL YEAR 2008  The following
table outlines the equity-based awards granted to our executive officers for the
fiscal year ended March 31, 2008.  The Company does not currently provide
for any incentive plan awards.  Name
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other Stock Awards: Number
of Shares of Stock or Units (#)
All Other Option Awards: Number
of Securities Underlying Options (#)
Exercise or Base Price of
Option Awards ($/Sh)Thres-hold ($)
Target ($)
Max-imum ($)
Thres-
hold (#)
Target (#)
Max-imum (#)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)Anthony A Maher, CEO,
President, Chairman
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/ARobert O Grover, Exec VP, Chief
Technology Officer
10/31/07
N/A
N/A
N/A
N/A
N/A
N/A
12,048
N/A
$0.83    PAGE
82   OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2008  Option
Awards
Stock
AwardsName
Number of Securities Underlying
Unexercised Options (#) Exercisable
Number of Securities Underlying
Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares of Units of
Stock That Have Not Vested (#)
Market Value of Shares or Units
of Stock That Have Not Vested ($)
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have
Not Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Anthony Maher
53,180
0
N/A
$0.30
12/31/2011
0
0
N/A
N/A20,270
0
N/A
$0.19
04/01/2016
0
0
N/A
N/ARobert Grover
150,000
100,000
N/A
$0.31
06/14/2009
0
0
N/A
N/A60,000
40,000
N/A
$0.10
11/15/2009
0
0
N/A
N/A0
250,000
N/A
$0.54
05/12/2010
0
0
N/A
N/A30,000
77,467
N/A
$0.50
05/26/2010
0
0
N/A
N/A100,000
53,533
N/A
$0.15
07/29/2009
0
0
N/A
N/A150,000
0
N/A
$0.31
06/16/2009
0
0
N/A
N/A   PAGE
83   OPTION
EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2008  The following
table provides information related to stock option exercises by executive
officers of the Company, as well as any stock awards vesting during the Fiscal
Year Ended March 31, 2008.  Option
Awards
Stock
AwardsName
Number of Shares Acquired on
Exercise (#)
Value Realized on Exercised
($)
Number of Shares Acquired on
Vesting (#)
Value Realized on Vesting
($)(a)
(b)
(c)
(d)
(e)Anthony Maher
418,628
$119,676
N/A
N/ARobert Grover
N/A

N/A
N/A   Audit Committee Financial Expert.   We chartered an
audit committee in 2001 for the purpose of engaging accounting firm(s), which is
currently HJ & Associates, LLC, for the annual audit. The audit committee
currently consists of Board members, Michael K. McMurray and Cecil D. Andrus.
Mr. McMurray is considered an audit committee financial expert based on his
previous work experience and the definition contained in Reg. 228.401
Instructions to paragraph (e)(1) of Item 401 of the Sarbanes-Oxley Act. The
audit committee continued to implement the formal policy regarding the scope,
responsibilities and length of service for the audit committee adopted fiscal
year 2005. The audit committee held no formal meetings during fiscal year 2008.
 However, the audit committee did discuss auditing issues via telephone
conference and during regularly scheduled board meetings, after which time the
conversations were incorporated into the Companys minutes.  Compensation of Directors.   Each
fiscal year, the Board of Directors sets the dollar amount for the compensation
of outside directors for their services. For the FY 2008, PCS has accrued
approximately $30,000 of director fees. Said
compensation shall be converted into the form of freely tradable PCS common
stock at its then bid price, or in the form of stock options to purchase PCS
common stock at its then current bid price. For fiscal years 2006 and 2005, the
Board of Directors set the amounts for each of said fiscal years. It is the
current practice of the Company to issue this compensation in the form of
options that vest immediately upon execution of each agreement. The current CEO
is excluded from receiving additional compensation as a Board member beginning
the second fiscal quarter of 2006 by unanimous consent of the Board and his own
request.   PAGE
84   The
following table shows awards and payments to members of our board as
compensation in accordance with the board approved director compensation.
 The table excludes our Chairman, who is also an executive officer.
 The Chairmans compensation is fully reflected in the Summary Compensation
Table.  Name
Fees Earned or Paid in Cash
($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan
Compensation ($)
Change in Pension value and
Nonqualified Deferred Compensation Earnings
All Other Compensation
($)
Total ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Cecil Andrus
0
0
7,305
0
0
0
7,305Dehryl Dennis
0
0
7,305
0
0
0
7,305Donald Farley
0
0
7,305
0
0
0
7,305Michael McMurray
0
0
7,305
0
0
0
7,305  Employment Agreements.   We have no written
employment agreements with our management with the exception of our subsidiary
president, Joseph A. Khoury. The contract was effective December 1, 2005 and
expires after six months. The contract automatically renews for twelve-month
periods, but may be terminated with ninety (90) days written notice by either
party. The contract provides for a salary of $60,000 (Canadian dollars) per
year, as well as issuance of Rule 144 stock if certain performance goals are met
by the subsidiary as established by the Board.  Currently, the
Company is paying the officers the following annual salaries: Anthony A. Maher -
$120,000; Robert O. Grover - $100,000;. The Company also makes available medical
and dental insurance coverage for its officers and other U.S. employees.   Stock Option Plans and Other
Incentive Compensation Plans.   None, not
applicable.                PAGE
85    Item 11. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters.   Security ownership of management.   CERTAIN BENEFICIAL OWNERS  The following
table outlines information provided to the Company as of June 13, 2008 regarding
beneficial ownership of PCS Common Stock by the Companys directors, executive
management, and any beneficial owners.  DIRECTORS AND
EXECUTIVE OFFICERS  Amount and Nature
of Beneficial Ownership (1)Name and Address of Beneficial
Owner
Shares
Owned
Shares Issuable
Upon Exercise of Options (3)
Total
Percentage Owned
(2)Anthony A. Maher, CEO (4)
345 Bobwhite Court, Suite
200
Boise, Idaho 83706
2,242,468
47,411
2,289,879
5.87%Cecil D. Andrus, Director
345 Bobwhite Court, Suite
200
Boise, Idaho 83706
683,768
461,040
1,144,808
2.93%Dehryl A. Dennis, Director
345 Bobwhite Court, Suite
200
Boise, Idaho 83706
2,000
20,971
22,971
>1%Donald J. Farley, Secretary
345 Bobwhite Court, Suite
200
Boise, Idaho 83706
771,829
580,313
1,352,142
3.47%Michael K. McMurray,
Director
345 Bobwhite Court, Suite
200
Boise, Idaho 83706
249,218
74,466
323,684
>1%Robert O. Grover, VP
345 Bobwhite Court, Suite
200
Boise, Idaho 83706
108,838
861,000
969,838
2.49%All officers and directors as a
group
(eight persons)
4,058,121
2,045,201
6,103,322
10.9%  (1) Unless otherwise
noted above, we believe that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them. For purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from the date
hereof upon the exercise of warrants or options or the conversion of convertible
securities. Each beneficial owner's percentage of ownership is determined by
assuming that any warrants, options or convertible securities that are held by
such person (but not those held by any other person) and which are exercisable
within 60 days from the date hereof, have been exercised.  There are
currently no beneficial owners, as defined by the Securities Exchange Commission
as owners with greater than 10% ownership, other than our directors and
executive officers. (2) Based
upon 36,976,446 shares
outstanding as of the first date listed in this section. (3) This is the
amount exercisable by the directors and executive officers as of June 20,
2008.  PAGE
86   (4) Includes (i)
2,167,968 shares owned of record by Mr. Maher; (ii) 9,500 shares which are
beneficially owned by Sullivan Maher, LLC, for which Mr. Maher acts as a manager
(iii) 35,000 shares owned by the Nick Maher Foundation, of which Mr. Maher is a
trustee; (iv) 30,000 shares owned by the Maher Family Partnership LLP; and (vi)
47,411 shares which may be issued upon the exercise of currently exercisable
stock options.  Changes in control.   To our knowledge,
there are no present arrangements or pledges of our securities that may result
in a change in control of our company.  Item 12. Certain Relationships and
Related Transactions.   Transactions with related
persons.   During the last
two fiscal years ended March 31, 2008, and 2007, we have granted certain stock
options to members of our management.  During June 2006,
our Chief Executive Officer, Anthony A. Maher, exercised 25,000 options to
purchase common stock for the repayment of debt and accrued interest owed in the
amount of $4,000 for which he received 25,000 shares of common stock.  During the month
of June 2006, we issued options to purchase 6,250 shares of our common stock to
each of our three Board Members for a total issuance of 18,750 shares at an
exercise price of $0.60 per share. The options were issued as compensation for
Board services for the quarter ending June 30, 2006.  During the month
of September 2006, we issued options to purchase 8,333 shares of our common
stock to each of our four Board Members for a total issuance of 24,999 shares at
an exercise price of $0.45 per share. The options were issued as compensation
for Board services for the quarter ending September 30, 2006.  During October
2006, our Chief Executive Officer, Anthony A. Maher, exercised 30,000 options to
purchase common stock for the repayment of debt and accrued interest owed in the
amount of $4,800 for which he received 30,000 shares of common stock.  During the month
of December 2006, we issued options to purchase 8,929 shares of our common stock
to each of our four Board Members for a total issuance of 35,716 shares at an
exercise price of $0.42 per share. The options were issued as compensation for
Board services for the quarter ending December 31, 2006.  During February
2006, our Chief Executive Officer, Anthony A. Maher, exercised 30,000 options to
purchase common stock for the repayment of debt and accrued interest owed in the
amount of $4,000 for which he received 30,000 shares of common stock.  During the month
of March 2007, we issued options to purchase 4,737 shares of our common stock to
each of our four Board Members for a total issuance of 18,948 shares at an
exercise price of $0.95 per share. The options were issued as compensation for
Board services for the quarter ending March 31, 2007.  During the month
of June 2007, we issued options to purchase 2,841 shares of our common stock to
each of our four Board Members for a total issuance of 11,364 shares at an
exercise price of $1.32 per share. The options were issued as compensation for
Board services for the quarter ending June 30, 2007.   PAGE
87   During
the month of September 2007, we issued options to purchase 4,464 shares of our
common stock to each of our four Board Members for a total issuance of 17,856
shares at an exercise price of $0.84 per share. The options were issued as
compensation for Board services for the quarter ending September 30, 2007  Parents.   None, not
applicable.  Promoters and Control Persons.   None, not
applicable.  Director Independence.   All members of the
various committees of the Company are independent.  Transactions,
relationships, and arrangements of each director are disclosed elsewhere within
this Form 10-KSB.  No other items need be disclosed under this heading.   Item 13. Exhibits.  Exhibits*  (i) Where
Incorporated in this Report   Registration Statement on
SB-2/A filed May 2, 2001, as amended.
Parts I, II,
IIIRegistration Statement on
SB-2/A filed March 13, 2006, as amended
Parts I, II,
III8K filed December 9, 2005 re:
LabMentors
Parts I, II,
III8K/A filed February 15, 2006
re: LabMentors
Parts I, II,
III8K filed August 22, 2006 re:
Amendment to Articles of Incorporation or Bylaws
Parts I, II,
III8K filed August 29, 2006 re:
Amendment to Articles of Incorporation or Bylaws
Parts I, II,
III8K filed October 12, 2006 re:
Amendment to Articles of Incorporation or Bylaws
Parts I, II,
III8K filed August 31, 2006 re:
Education Enterprise Solutions
Part II8K /A filed May 17, 2007 re:
Material Definitive Agreement with Global Techniques
Part II8K filed October 15, 2007 re:
Material Definitive Agreement with Global Techniques
Part II8K filed January 7,2008 re:
Termination of Material Definitive Agreement with Global Techniques
Part
II  These documents
and related exhibits have been previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.          PAGE
88     (ii) Exhibit
Number Description   21
Subsidiaries of
the Company31.1
302 Certification
of Anthony A. Maher32
906
Certification   Item 14. Principal Accountant Fees
And Services.   Fees Paid
to Principal Accountants Audit
Fees The
total fees paid to HJ &Associates, LLC for professional services performed
in connection with the audit of our financial statements for the fiscal year
ended March 31, 2008 for review of our financial statements in connection with
our Quarterly Reports on Form 10-KSB, were approximately $62,000.  In
comparison, the Company paid $45,500 fees during fiscal year ended March 31,
2007, which included review of our financial statements for our Quarterly
Reports and other reviews related to regulatory filings required by the SEC.
 The total fees paid to HJ & Associates were approximately $62,000 and
$45,500 for fiscal years 2008 and 2007, respectively. Audit-Related Fees  The Company has
not paid any fees to HJ & Associates, LLC for audit-related fees during the
last two fiscal years.  Tax Fees  The Company has
not paid any fees to HJ & Associates, LLC for tax fees during the last two
fiscal years.  All Other Fees  The Company has
not paid any fees to HJ & Associates, LLC for other fees during the last two
fiscal years.  Pre-approval and policies  The Audit
Committee must approve all audit and non-audit engagements of our independent
public accounting firm in writing.          PAGE
89   SIGNATURES  In accordance with
Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.    PCS
EDVENTURES!.COM, INC.  Dated:


By:
/s/Anthony A. Maher06/30/08



Anthony A. MaherCEO, President and Chairman of
the Board of Directors  In accordance with
the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.   Dated


By:
/s/Donald J. Farley06/30/08



Donald J. FarleySecretary and
Director  Dated


By:
/s/Cecil D. Andrus06/30/08



Cecil D. AndrusDirector  Dated


By:
/s/Dehryl A. Dennis06/30/08



Dehryl A. DennisDirector  Date


By:
/s/Michael K.
McMurray06/30/08



Michael K. McMurrayDirector    PAGE
90