U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                to
                                    --------------    ---------------


                       Commission File No. 333-53458


                         PCS EDVENTURES!.COM, INC.
                       -----------------------------
              (Name of Small Business Issuer in its Charter)


           IDAHO                                        82-0475383
           -----                                        ----------
   (State or Other Jurisdiction of                 (I.R.S. Employer I.D. No.)
    incorporation or organization)

                     1655 Fairview Avenue, Suite #100
                             Boise, Idaho 83702
                        ---------------------------
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (208) 343-3110


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

(1)  Yes  X     No                 (2)  Yes  X      No
         ---     ---                        ---      ---

<PAGE>
             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                              Not applicable.


                   APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

                                 14,893,297

                               June 30, 2002


                      PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

          The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes.  In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.

<PAGE>



                           PCS EDVENTURES!.COM, INC.

                                 AND SUBSIDIARY

                      CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 2002 and March 31, 2002

<PAGE>


<TABLE>
<CAPTION>

                           PCS EDVENTURES!.COM, INC.
                                AND SUBSIDIARY
                          Consolidated Balance Sheets


                                   ASSETS

                                                June 30,            March 31,
                                                  2002                2002
                                                (Unaudited)
<S>                                          <C>                  <C>

CURRENT ASSETS

 Cash                                        $  47,878            $   1,046

 Accounts receivable                           633,377              355,004

 Inventory                                       9,142                   -

 Prepaid expenses                                1,786                   -

 Debt offering costs, net                       44,588               11,621

  Total Current Assets                         736,771              367,671

FIXED ASSETS (NET)                              62,371               83,079

OTHER ASSETS

 Deposits                                        8,425                7,000


  Total Other Assets                             8,425                7,000

  TOTAL ASSETS                               $ 807,567            $ 457,750

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                               PCS EDVENTURES!.COM, INC.
                                    AND SUBSIDIARY
                      Consolidated Balance Sheets (Continued)


                   LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

                                                June 30,          March 31,
                                                  2002              2002
                                              (Unaudited)
<S>                                             <C>               <C>

CURRENT LIABILITIES

 Bank overdraft                                 $         -       $    15,272

 Accounts payable                                    323,888          274,350

 Wages payable                                        23,863           22,211

 Payroll taxes payable                               169,882          120,572

 Accrued interest                                     49,668           43,383

 Accrued expenses                                    156,229          157,432

 Unearned revenue                                    297,812          397,015

 Notes payable - related parties                     148,882          158,882

 Notes payable                                       760,375          776,271


  Total Current Liabilities                        1,930,599        1,965,388

  Total Liabilities                                1,930,599        1,965,388

STOCKHOLDERS EQUITY (DEFICIT)

 Common stock, no par value,
  authorized 50,000,000
  shares; 14,893,297 and 13,261,522
  shares issued and
  outstanding, respectively                       21,752,892       21,596,003

 Deferred consulting fees                            (29,375)         (27,344)

 Accumulated deficit                             (22,846,549)     (23,076,297)

  Total Stockholders= Equity (Deficit)            (1,123,032)      (1,507,638)

  TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
   (DEFICIT)                                    $    807,567      $   457,750

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                            PCS EDVENTURES!.COM, INC.
                                 AND SUBSIDIARY
                      Consolidated Statements of Operations
                                  (Unaudited)

                                          For the Three Months Ended
                                                   June 30,
                                             2002              2001
<S>                                          <C>               <C>

REVENUE                                      $  1,062,636      $       58,526

COST OF GOODS SOLD                                361,149              28,557

GROSS PROFIT                                      701,487              29,969

OPERATING EXPENSES

 Depreciation expense                              20,708              18,450

 General and administrative                       371,312             502,650

  Total Operating Expenses                        392,020             521,100

OPERATING INCOME (LOSS)                           309,467            (491,131)

OTHER INCOME AND EXPENSES

 Interest expense                                 (79,719)            (15,834)

 Interest income                                       -                   15

  Total Other Income and Expenses                 (79,719)            (15,819)


NET INCOME (LOSS)                            $    229,748         $  (506,950)

BASIC INCOME (LOSS) PER SHARE                $       0.02         $     (0.04)

DILUTED INCOME (LOSS) PER SHARE              $       0.01         $     (0.04)

WEIGHTED AVERAGE NUMBER OF
 BASIC SHARES OUTSTANDING                      14,499,128          12,467,924

WEIGHTED AVERAGE NUMBER OF
DILUTED SHARES OUTSTANDING                     18,231,793          12,467,924

</TABLE>
<PAGE>



<TABLE>
<CAPTION>

                              PCS EDVENTURES!.COM, INC.
                                   AND SUBSIDIARY
             Consolidated Statements of Stockholders' Equity (Deficit)



                                                  Deferred
                           Common Shares         Consulting       Accumulated
                          Shares     Amount        Fees             Deficit
<S>                <C>          <C>              <C>             <C>

Balance,
 March 31, 2001    12,383,959   $ 21,247,795     $(173,066)      $(21,515,949)

Common stock
 issued for
 conversion of
 debt at $0.25
 per share            100,000         25,000            -                  -

Common stock
 issued for
 conversion of
 warrants at
 $0.75 per share       67,025         50,269            -                  -

Stock offering
 costs                     -         (49,599)           -                  -

Common stock
 issued for
 services at
 $0.75 per share        6,000          4,500            -                  -

Common stock
 issued for
 cash at
 $0.10 per share      250,000         25,000            -                  -

Warrants issued
 in conjunction
 with private
 placement
 memorandum at
 $0.73 per warrant         -         191,634            -                  -

Common stock
 issued for
 services at
 $0.28 per share       20,000          5,600            -                  -

Common stock
 issued for
 services at
 $0.30 per share       15,000          4,500            -                  -

Common stock
 issued as
 consideration
 for notes
 payable at
 $0.28 per share       20,000          5,600            -                  -

Common stock
 issued for
 conversion of
 payable at $0.63
 per share             75,538         47,774            -                  -

Common stock
 issued as
 consideration
 for notes
 payable at
 $0.30 per share       15,000          4,500            -                  -

Common stock
 issued for cash
 at $0.10
 per share            250,000         25,000            -                  -

Common stock
 issued as
 consideration
 for notes
 payable at
 $0.14 per share       59,000          8,430            -                  -

Amortization of
 expenses prepaid
 with common stock         -              -        145,722                 -

Net loss for the
 year ended
 March 31, 2002            -              -             -          (1,560,348)

Balance,
 March 31, 2002    13,261,522  $  21,596,003     $ (27,344)      $(23,076,297)

</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                            PCS EDVENTURES!.COM, INC.
                                 AND SUBSIDIARY
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                                 Deferred
                          Common Shares         Consulting       Accumulated
                          Shares     Amount        Fees             Deficit
<S>                <C>          <C>              <C>             <C>

Balance at
 March 31, 2002    13,261,522   $21,596,003      $ (27,344)      $(23,076,297)

Common stock
 issued for
 conversion
 of accounts
 payable at
 $0.08 per
 share
 (unaudited)           50,000         4,250             -                  -

Common stock
 issued for
 conversion
 of accounts
 payable at
 $0.30 per
 share
 (unaudited)           15,000         4,500             -                  -

Common stock
 issued for
 conversion
 of accounts
 payable at
 $0.07 per
 share
 (unaudited)          248,417        17,389             -                  -

Common stock
 issued for
 prepaid services
 at $0.05 per
 share (unaudited)    515,000        27,500        (27,500)                -

Common stock
 issued for
 prepaid services
 at $0.07 per
 share (unaudited)    100,000         7,000         (7,000)                -

Common stock
 issued for
 services at
 $0.07 per share
 (unaudited)          157,500        11,025             -                  -

Cancelled common
 stock previously
 issued for
 services that had
 not been
 performed
 (unaudited)          (20,000)           -              -                  -

Common stock
 issued for
 conversion of
 debt at $0.13
 per share
 (unaudited)          204,000        27,541             -                  -

Common stock
 issued for
 conversion of
 warrants at $0.01
 per share
 (unaudited)            9,808            98             -                  -

Common stock
 issued for
 services at $0.16
 per share
 (unaudited)          100,800        16,128             -                  -

Common stock
 issued for
 conversion of
 warrants at $0.01
 per share
 (unaudited)           10,500           105             -                  -

Common stock
 issued for
 extension of
 debt, valued
 at an average
 of $0.17 per
 share (unaudited)    240,750        41,353             -                  -

Amortization of
 deferred
 consulting
 expense
 (unaudited)               -             -          32,469                 -

Net income for
 the three months
 ended June
 30, 2002
 (unaudited)                                                          229,748

Balance,
 June 30, 2002
 (unaudited)       14,893,297   $21,752,892      $ (29,375)      $(22,846,549)

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                           PCS EDVENTURES!.COM, INC.
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                             For the
                                                      Three Months Ended
                                                             June 30,
                                                   2002           2001

<S>                                                <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                                 $   229,748    $ (506,950)

 Adjustments to reconcile net income (loss)
  to net cash provided (used) by
  operating activities:

  Depreciation                                          20,708        18,450

  Common stock issued for services                      27,153            -

  Common stock issued for debt extensions               41,353            -

  Amortization of debt discount                         22,648            -

  Amortization of debt offering costs                   18,015            -

  Amortization of deferred consulting fees              32,469            -

 Changes in operating assets and liabilities:

  (Increase) decrease in accounts receivable          (278,373)      (54,121)

  (Increase) decrease in prepaid expenses               (1,786)       39,944

  (Increase) decrease in inventory                      (9,142)           -

  (Increase) in deposits                                (1,425)

 Increase (decrease) in accounts payable
  and accrued liabilities                              154,886         1,782

  Increase (decrease) in interest payable                6,285            -

  Increase (decrease) in commitments
   and contingencies                                        -         (1,938)

  Increase (decrease) in unearned revenue              (99,203)      150,011

   Net Cash Provided (Used) by
    Operating Activities                               163,336      (352,822)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of fixed assets                                   -         (1,030)

   Net Cash (Used) by Investing Activities                  -         (1,030)

CASH FLOWS FROM FINANCING ACTIVITIES

 Increase (decrease) in cash overdraft                 (44,722)       (4,471)

 Proceeds from related parties                              -         10,000

 Payments to related parties                           (10,000)      (60,000)

 Payments on long-term debt                           (351,617)      (59,632)

 Proceeds from long-term debt                          340,614       474,500

 Debt extension costs                                  (50,982)           -

 Proceeds from common stock                                203           670

   Net Cash Provided (Used) by
    Financing Activities                              (116,504)      361,067

NET INCREASE IN CASH                                    46,832         7,215

CASH AT BEGINNING OF PERIOD                              1,046         4,654

CASH AT END OF PERIOD                              $    47,878    $   11,869

</TABLE>
<PAGE>


<TABLE>
<CAPTION>


                    PCS EDVENTURES!.COM, INC.
                               AND SUBSIDIARY
             Consolidated Statements of Cash Flows (Continued)
                                (Unaudited)

                                                             For the
                                                      Three Months Ended
                                                             June 30,
                                                   2002           2001

<S>                                                <C>            <C>


NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Issuance of stock for payment on notes
  payable and interest                             $    27,541    $   25,000

 Common stock issued for services                  $    27,153    $       -

 Common stock issued for payment
  on accounts payable                              $    26,139    $       -

 Common stock issued for debt extensions           $    41,353    $       -


Cash Paid For:

 Interest                                          $    28,485    $   15,834

 Income taxes                                      $        -     $       -

</TABLE>
<PAGE>

                                PCS EDVENTURES!.COM, INC.
                                     AND SUBSIDIARY
                    Notes to the Consolidated Financial Statements
                            June 30, 2002 and March 31, 2002


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

       The accompanying unaudited condensed consolidated financial statements
       have been prepared by the Company pursuant to the rules and regulations
       of the Securities and Exchange Commission.  Certain information and
       footnote disclosures normally included in financial statements prepared
       in accordance with generally accepted accounting principles have been
       condensed or omitted in accordance with such rules and regulations.
       The information furnished in the interim condensed consolidated
       financial statements include normal recurring adjustments and reflects
       all adjustments, which, in the opinion of management, are necessary for
       a fair presentation of such financial statements.  Although management
       believes the disclosures and information presented are adequate to make
       the information not misleading, it is suggested that these interim
       condensed consolidated financial statements be read in conjunction with
       the Company's most recent audited financial statements and notes hereto
       included in its March 31, 2002 Annual Report on Form 10- KSB.
       Operating results for the three months ended June 30, 2002 are not
       necessarily indicative of the results that may be expected for the year
       ending March 31, 2003.

NOTE 2 - GOING CONCERN

       The Company's consolidated financial statements are prepared using
       generally accepted accounting principles applicable to a going concern
       which contemplates the realization of assets and liquidation of
       liabilities in the normal course of business.  However, the Company
       does not have significant cash or other material assets, nor does it
       have an established source of revenues sufficient to cover its
       operating costs.  Additionally, the Company has accumulated significant
       losses, has negative working capital, and a deficit in stockholders'
       equity.  All of these items raise substantial doubt about its ability
       to continue as a going concern.  The Company has expanded its product
       line to include three additional educational labs, which they believe
       will significantly boost future revenues.  The Company also intends
       to continue offerings of its common stock to raise the capital
       necessary to cover operating costs not provided for by current
       revenues.  The ability of the Company to continue as a going concern is
       dependent upon its ability to successfully accomplish the plan
       described in the preceding paragraph and eventually attain profitable
       operations.  The accompanying consolidated financial statements do not
       include any adjustments that might be necessary if the Company is
       unable to continue as a going concern.

NOTE 3 - DILUTIVE INSTRUMENTS

       a.  Stock Options

       The Company applied Accounting Principles Board ("APB") Option 25,
       "Accounting for Stock Issued to Employees," and related interpretations
       in accounting for all stock option plans.  Under APB Option 25, cost is
       recognized for stock options granted to employees when the option price
       is less than the market price of the underlying common stock on the
       date of grant.



                              PCS EDVENTURES!.COM, INC.
                                   AND SUBSIDIARY
                    Notes to the Consolidated Financial Statements
                         June 30, 2002 and March 31, 2002


NOTE 3 - DILUTIVE INSTRUMENTS (Continued)

       FASB Statement 123, "Accounting for Stock-Based Compensation" (SFAS No.
       123"), requires the Company to provide proforma information regarding
       net income and net income per share as if compensation costs for the
       Company's stock option plans and other stock awards had been determined
       in accordance with the fair value based method prescribed in SFAS No.
       123.  The Company estimates the fair value of each stock award at the
       grant date by using the Black-Scholes option pricing model with the
       following weighted average assumptions used for grants, respectively;
       dividend yield of zero percent for all years; expected volatility of
       84% to 128% percent for all years; risk-free interest rates of 3% to
       6%, and expected lives of 3 to 10 years.

                                               For the Three Months Ended
                                                         June 30,
                                                2002                   2001

Net income (loss):
  As reported                     $         229,748     $            (506,950)
   Pro Forma                                 74,766                  (525,501)

Net income (loss) per share:
  As reported                     $            0.02      $              (0.04)
  Pro Forma                                    0.01                     (0.04)

        During the initial phase-in period of SFAS No. 123, the effect of pro
        forma results are not likely to be representative of the effects on
        pro forma results in future years since options vest over several
        years and additional options could be granted each year.

       The Company has granted the following options as of June 30, 2002:

<TABLE>
<CAPTION>

                          Date of          Exercise      Exercise     Amount
Description               Grant              Number      Price      Exercised

<S>                       <C>             <C>            <C>           <C>
1) Employee                 2-05-00              50,000  $  0.75           0
2) Officers/directors       4-20-00             600,000  $  0.75           0
3) Employee                 6-01-00              45,000  $  0.75           0
4) Consultant               9-20-00             200,000  $  0.50           0
5) Employees                9-01-00             200,000  $  0.75           0
6) Director                10-01-00             200,000  $  0.75           0
7) Employee                01-05-01              25,000  $  0.75           0
8) Employee                 6-15-01              25,000  $  0.75           0
9) Employee                10-24-01              50,000  $  0.30           0
10) Employee                12-1-01              24,230  $  0.15           0
11) Board Members          12-10-01           1,000,000  $  0.30           0
12) Board Members          06-03-02           1,000,000  $  0.16           0

                                              3,419,230

</TABLE>

<PAGE>
                        PCS EDVENTURES!.COM, INC.
                             AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    June 30, 2002 and March 31, 2002

<TABLE>
<CAPTION>

NOTE 3 - DILUTIVE INSTRUMENTS (Continued)

       a.  Stock Options (Continued)

                                    Risk-Free
                          Fair      Interest      Expected          Expected
Description               Value       Rate         Life            Volatility

<S>                       <C>          <C>            <C>          <C>
1) Employee               $   0.46         6.05%             3         92.82%
2) Officers/directors     $   0.46         6.15%             3         91.32%
3) Employee               $   0.46         6.15%             3         92.82%
4) Consultant             $   0.42         6.15%             3         89.37%
5) Employees              $   0.52         6.21%             3         85.69%
6) Director               $   0.52         6.21%             3         84.39%
7) Employee               $   0.52         6.21%             3         84.39%
8) Employee               $   0.39         3.76%             3         76.69%
9) Employee               $   0.19         3.76%             3        100.52%
10) Employee              $   0.14         3.76%             3         99.80%
11) Board Members         $   0.20         5.69%            10         99.80%
12) Board Members         $   0.15         5.48%            10         128.9%

</TABLE>

        On April 20, 2000, the Company granted 600,000 options to officers and
        directors out of the 800,000 authorized on January 19, 2000.  On
        October 1, 2000, the Company granted the remaining 150,000 options
        authorized to a director.  All of the option exercise prices are $0.75
        per share with a fair value determined by Black Scholes of $0.46 and
        $0.52, respectively.

        On April 20, 2000, the Company authorized the granting of 400,000
        options to employees and directors.  On June 1, 2000, the Company
        granted 45,000 options to an employee.  On September 1, 2000, the
        Company granted 200,000 options to four employees.  On October 1,
        2000, the Company granted 50,000 options to a director.  On January 5,
        2001, the Company granted 25,000 options to an employee.  On March 31,
        2001, the Company had not granted 80,000 options.  Each option granted
        has an exercise price of $0.75 per option and a 3-year life with a
        fair value determined by Black Scholes of $0.46, $0.52, $0.52 and
        $0.52, respectively.

        On September 22, 2000, the Company authorized the granting of 250,000
        options to employees and directors of the Company with exercise prices
        of $0.75 and a 3-year life.  None of these options have been granted.

        On June 15, 2001, the Company granted 25,000 options to an employee.
        These options had an exercise price of $ 0.75 per option and a three
        year life with a fair value determined by Black Scholes of $0.39.

        On December 1, 2001, the Company granted employees 24,230 options to
        employees.  The options have an exercise price of $0.15 per share.  As
        the exercise price of the shares was less than the trading price of
        the Company's common shares on the date of issuance, the Company has
        recognized $1,696 of expense related to these options.

<PAGE>


                       PCS EDVENTURES!.COM, INC.
                            AND SUBSIDIARY
                Notes to the Consolidated Financial Statements
                June 30, 2002 and March 31, 2002


NOTE 3 - DILUTIVE INSTRUMENTS (Continued)

        a. Stock Options (Continued)

        On December 5, 2001, the Company's Board of Directors approved the
        granting of 1,050,000 options to employees and board members.  On
        October 24, 2001, the Company granted 50,000 shares to an employee.
        On December 10, 2001, the Company granted 1,000,000 shares to board
        members.  Each option granted has an exercise price of $0.30
        and a fair value determined by Black Scholes of $0.14 and $0.20,
         respectively.

        On June 3, 2002, the Company's Board of Directors granted options to
        purchase 1,000,000 shares of common stock to members of the Board of
        Directors.  Each option granted has an exercise price of $0.16 and a
        Black Scholes fair value of $0.15.

        b.  Warrants

        On April 27, 2000, three individuals were granted a total of 56,750
        warrants which were converted into 31,750 shares of common stock.  The
        conversion rate was $0.675 per share and as such, no compensation
        expense was recorded because the grant price exceeded the market
        value.

        On September 15, 2000, the Company granted warrants allowing the
        holders to purchase 342,831 shares of the Company's common stock.  The
        warrants are exercisable at a price of $0.01 per share for two years.
        On September 15, 2000, 203,161 warrants were converted into shares of
        common stock.  The fair value of the warrants was $150,339 and was
        recorded as a stock offering cost, because the warrants were issued to
        individuals who raised funds for the Company.

        During the year ended March 31, 2002, the Company issued warrants
        allowing the holders to purchase 263,607 shares of the Company's
        common stock.  The warrants were issued in conjunction with the
        private placement memorandum and are exercisable at a price of $0.01
        per share for two years.  The fair value of the warrants, as
        determined by Black Scholes, was $191,634, and was recorded as debt
        discount.

NOTE 4 - MATERIAL EVENTS

        Sales

        On May 31, 2002, the Company completed the sale of Twenty Academy of
         Engineering Labs to a Michigan school district.  The revenues
         recognized related to this single transaction were $395,980, or 37%
         of the Company's reported revenues for the three months ended June
         30, 2002.

         On June 17, 2002, the Company completed the sale of Seven Academy of
         Engineering Labs to a Georgia school district.  The revenues
         recognized related to this single transaction were $137,145, or 13%
         of the Company's reported revenues for the three months ended June
         30, 2002.

<PAGE>




                   PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
         Notes to the Consolidated Financial Statements
                June 30, 2002 and March 31, 2002


NOTE 4 - MATERIAL EVENTS (Continued)

         Extension of Debts

         During the three months ended June 30, 2002, the Company entered into
         one year debt extension agreements with nearly all of the individual
         owners of the 2001 debt offering units.  The Company successfully
         extended $522,500 of the total $602,500 outstanding related to the
         debt offering.  The terms of the agreements require the Company to
         issue 500 shares of common stock and pay a 2% cash extension fee for
         each $1,000 of debt extended.  During the three months ended June 30,
         2002, the Company capitalized $50,982 of costs related to the
         extension and is amortizing those costs over the life of the
         extension, or one year.

NOTE 5 - SUBSEQUENT EVENTS

         Commitments

         On July 24, 2002, the Company entered into a consulting agreement
         with a marketing firm to increase the profile of the Company and its
         stock.  Compensation for the services will be based upon the amount
         of capital raised through sales of common stock.

         On July 24, 2002, the Company signed a letter of intent with an
         investment banking firm, whereby the investment banking firm would
         use its best efforts to obtain commitments for various financing of
         up to $10,000,000.  Total compensation for these services will be
         based on the amount of financing obtained.  The Company will be
         required to pay a $25,000 retainer upon execution of the final
         agreement.

         Contingencies

         On July 11, 2002, the Company settled its dispute with Key Bank for
         $20,000.  The Company had previously recorded a liability for
         $25,208.  The difference, of $5, 208, will be recognized as a gain on
         extinguishment of debt in the second quarter.

         Stock Issuances

         Subsequent to June 30, 2002, warrant holders have exercised warrants
         to purchase 13,055 shares of the Company's common stock in exchange
         for $131.

         Stock Option Issuances

         Subsequent to June 30, 2002, the Company granted options to purchase
         265,000 shares of common stock to employees.  The options are
         exercisable at $0.16 per share and vest over three years.  The
         options will expire on December 31, 2005.

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

Plan of Operation.
------------------

         For the near-term, we have two objectives, which center around
corporate awareness and deepening our product lines.  First, we are working
with a public relations firm to increase corporate, brand and product
awareness on a more national level.  We are exploring several national
marketing opportunities through this avenue.  Our second objective involves
deepening our product lines.  Over the past year, we have introduced three new
lab products into the marketplace.  The launch of our Brick Lab, Discover!Lab,
and our Academy of Engineering Jr. Lab have all been met with favorable
results in the marketplace.  As it is our desire to remain on the leading edge
of project-based learning within the education marketplace, we will continue
to commit resources to product development and improvement over the next year.

         The notes to our financial statements for the quarterly period ended
June 30, 2002, indicate that there is substantial doubt about our ability to
continue as a "going concern,"  due to our lack of significant cash or other
material assets, our lack of an established source of revenue sufficient to
cover our operating costs, and our accumulated losses, negative working
capital and deficit in stockholders' equity.  Accordingly, the future outlook
of the Company, under present circumstances, is bleak.

Results of Operations.
----------------------

Three months ended June 30, 2002, compared to three months ended June 30,
2001.
-----

         Revenues for the three month period ended June 30, 2002, increased to
$1,062,636, as compared to $58,526 for the three month period ended
June 30, 2001.  A total of $395,980, or 37% of the Company's revenues during
the June 30, 2002, quarter, were derived from its sale of 20 Academy of
Engineering labs to a Michigan school district.  An additional $137,145, or
13% of revenues during the June 30, 2002, quarter, came from the Company's
sale of seven Academy of Engineering labs to a Georgia school district.  The
substantial increase in revenue was due to these increased lab sales over the
same period last year.

         General and administrative costs have decreased to $371,312 for the
three month period ended June 30, 2002, as compared to $502,650 for the
three month period ended June 30, 2001. The decrease is primarily due to
certain cost cutting measures including the elimination of ineffective
advertising and marketing and a reduction in personnel.

         Interest expense for the three month period ended June 30, 2002,
increased to $79,719 as compared to $15,834 for the three month period ended
June 30, 2001.  During the quarterly period ended June 30, 2002, the Company
entered into agreements with the holders of $602,000 in debt from its 2001
debt offering.  Under the agreements, the Company agreed to extend its debt
for one year in exchange for the issuance of 500 shares of its common stock
and a 2% cash extension fee for each $1,000 of debt extended.

         The Company had net income of $229,748 for the three months ended
June 30, 2002, as compared to a net loss of $506,950 for the quarterly period
ended June 30, 2001.

Liquidity and Capital Resources.
--------------------------------

          We had cash of $47,878 at June 30, 2002.  Management believes
that our current cash on hand as of that date, combined with the cash
received from delivered sales orders, will be sufficient to meet our operating
expenses.

         The Company conducted a private offering for $100,000 minimum and a
maximum of $750,000; the Company has raised approximately $602,500 as of
September 30, 2001.  This offering was a debt offering that is briefly
described in Item 5 of this report.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
----------------------------

          On July 11, 2002, which is subsequent to the period covered by this
Report, the Company settled its dispute with Key Bank for $20,000.

Item 2.   Changes in Securities and Use of Proceeds.
---------------------------------------------------

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.
------------------------------------------

          During the quarterly period ended June 30, 2002, the Company entered
into one year debt extension agreements with the holders of $602,500 of this
debt, as discussed under the subheading "Results of Operations" of the caption
"Management's Discussion and Analysis or Plan of Operation," Part I, Item 2 of
this Report.  As of April 6, 2002, the Company had signed debt extension
agreements on $522,500 of the $602,500 received as part of its 2001 debt
offering.  The payment and terms of the remaining $80,000 is currently being
negotiated.

Item 4.   Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------

          None; not applicable.

Item 5.   Other Information.
----------------------------

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
-------------------------------------------

          (a)  Exhibits.

               None.

          (b)  Reports on Form 8-K.

               None.

                               SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    PCS EDVENTURES.COM, INC.


Date: 8/12/02                    By: /s/ Anthony A. Maher
     --------------                 -------------------------------------
                                    Anthony A. Maher
                                    CEO, President and Chairman of the Board
                                    of Directors


Date: 12 August 2002             By: /s/ Christy  Vaughn
     ---------------                -------------------------------------
                                    Christy Vaughn
                                    Vice President and CFO


Date: 8-9-02                     By: /s/ Roy M. Svee
     --------------                 -------------------------------------
                                    Roy M. Svee
                                    Treasurer and Director


Date: August 9, 2002             By: /s/ Donald J. Farley
     ---------------                -------------------------------------
                                    Donald J. Farley
                                    Secretary and Director

<PAGE>
                      CERTIFICATION PURSUANT TO
                        18 U.S.C.SECTION 1350
                        AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of PCS Edventures!.com, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), we,
Anthony A. Maher, Chief Executive Officer and President, and Christy Vaughn,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

     Dated: August 12, 2002                 /s/ Anthony A. Maher
           ----------------                -----------------------------
                                           Anthony A. Maher, Chief Executive
                                           Officer and President


     Dated: 12 August 2002                  /s/ Christy Vaughn
           ---------------                 -----------------------------
                                           Christy Vaughn, Chief Financial
                                           Officer