United States 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 December 31, 2002

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

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


                       Commission File No. 333-53458


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


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

                      345 Bobwhite Court, Suite #200
                             Boise, Idaho 83706
                             ------------------
                 (Address of Principal Executive Offices)

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

                     1655 Fairview Avenue, Suite #100
                             Boise, Idaho 83702
                             ------------------
             (Former name, former address and former
            fiscal year, if changed since last report)

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

                              Not applicable.

Check whether the Registrant 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

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

                                 15,499,176

                              December 31, 2002

Transitional Small Business Disclosure Format (Check One):  Yes  X   No
                                                                ---   ---

<PAGE>
                      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

              December 31, 2002 and March 31, 2002
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                         AND SUBSIDIARY
                   Consolidated Balance Sheets
<CAPTION>

                              ASSETS

                                                December 31,      March 31,
                                                   2002             2002
                                                (Unaudited)
<S>                                              <C>            <C>
CURRENT ASSETS

     Cash                                         $        -     $   1,046
     Accounts receivable                              81,632       355,004
     Prepaid expenses                                    403             -
     Debt offering costs, net                              -        11,621
     Debt extension costs, net                        18,289             -
                                                  ----------     ---------
          Total Current Assets                       100,324       367,671
                                                  ----------     ---------
FIXED ASSETS (NET)                                    39,855        83,079
                                                  ----------     ---------
OTHER ASSETS

     Deposits                                          7,425         7,000
                                                  ----------     ---------
          Total Other Assets                           7,425         7,000
                                                  ----------     ---------
          TOTAL ASSETS                            $  147,604     $ 457,750
                                                  ==========     =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                2
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
             Consolidated Balance Sheets (Continued)
<CAPTION>

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                 December 31,        March 31,
                                                    2002               2002
                                                 (Unaudited)
<S>                                               <C>           <C>
CURRENT LIABILITIES

     Bank overdraft                               $   11,596     $   15,272
     Accounts payable                                180,916        274,350
     Wages payable                                    28,314         22,211
     Payroll taxes payable                           246,953        120,572
     Accrued interest                                 53,587         43,383
     Accrued directors fees                           78,750              -
     Accrued expenses                                153,629        157,432
     Unearned revenue                                163,730        397,015
     Notes payable - related parties                 165,882        158,882
     Notes payable                                   646,680        776,271
                                                  ----------     ----------
          Total Current Liabilities                1,730,037      1,965,388
                                                  ----------     ----------
          Total Liabilities                        1,730,037      1,965,388
                                                  ----------     ----------
STOCKHOLDERS' EQUITY (DEFICIT)

     Common stock, no par value, authorized
      50,000,000 shares; 15,499,176 and
      13,261,522 shares issued and
      outstanding, respectively                   21,829,540     21,596,003
     Deferred Consulting Fees                         (4,721)       (27,344)
     Accumulated deficit                         (23,407,252)   (23,076,297)
                                                 -----------    -----------
          Total Stockholders' Equity (Deficit)    (1,582,433)    (1,507,638)
                                                 -----------    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIT)                     $    147,604     $  457,750
                                                ============    ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                3
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
              Consolidated Statements of Operations
                           (Unaudited)
<CAPTION>
                         For the Three Months Ended  For the Nine Months Ended
                               December 31,               December 31,
                            2002           2001      2002           2001
<S>                       <C>             <C>         <C>         <C>
REVENUE                   $   225,277    $   170,544  $ 1,592,214 $   356,797

COST OF GOODS SOLD             59,514         60,398      578,038     145,261
                          -----------    -----------  ----------- -----------
GROSS PROFIT                  165,763        110,146    1,014,176     211,536
                          -----------    -----------  ----------- -----------
OPERATING EXPENSES

  Depreciation expense         14,408          8,590       43,224      50,969
  General and
  administrative              348,290        338,619    1,152,137   1,289,267
                           ----------    -----------  ----------- -----------
      Total Operating
      Expenses                362,698        347,209    1,195,361   1,340,236
                           ----------    -----------  ----------- -----------
OPERATING LOSS               (196,935)      (237,063)    (181,185) (1,128,700)
                           ----------    -----------  ----------- -----------
OTHER INCOME AND (EXPENSE)

  Interest expense            (32,404)       (23,839)    (167,738)    (57,591)
  Interest income                   6             10           60          40
                           ----------    -----------  ----------- -----------
      Total Other Income
      and (Expense)           (32,398)       (23,829)    (167,678)    (57,551)
                           ----------    -----------  ----------- -----------
LOSS BEFORE
EXTRAORDINARY ITEM           (229,333)      (260,892)    (348,863) (1,186,251)

  Gain on settlement of debt        -              -       17,908           -
                           ----------    -----------  ----------- -----------
NET LOSS                   $ (229,333)   $  (260,892) $  (330,955)$(1,186,251)
                           ==========    ===========  =========== ===========
BASIC LOSS PER SHARE

  loss before
  extraordinary item       $    (0.01)   $     (0.02) $     (0.02)$     (0.10)
  Extraordinary item             0.00              -         0.00           -
                           ----------    -----------  ----------- -----------
                           $    (0.01)   $     (0.02) $     (0.02)$     (0.10)
                           ==========    ===========  =========== ===========

WEIGHTED AVERAGE NUMBER OF
 BASIC SHARES OUTSTANDING  15,492,717     12,536,425   15,056,075  12,540,586
                           ==========    ===========  =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                4
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
    Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                     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>
The accompanying notes are an integral part of these consolidated financial
statements.
                                 5
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                     Deferred
                                   Common Shares    Consulting   Accumulated
                              Shares        Amount      Fees       Deficit
<S>                       <C>           <C>         <C>         <C>
Balance, 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)           233,250          41,353           -             -

Common stock issued for
services at $0.16 per
share (unaudited)            78,125          12,500           -             -

Common stock issued for
prepaid servies at $0.17
Per share (unaudited)       203,000          34,510     (34,510)            -

Balance Forward          15,166,922     $21,799,902 $   (96,354) $(23,076,297)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               6
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                     Deferred
                                   Common Shares    Consulting   Accumulated
                              Shares        Amount      Fees       Deficit
<S>                       <C>           <C>         <C>         <C>
Balance Forward          15,166,922     $21,799,902 $   (96,354) $(23,076,297)

Common stock issued for
services at $0.17 per share
(unaudited)                 101,500          17,255           -             -

Common stock issued for
conversion of accounts
payable at $0.07 per share
(unaudited)                 181,289          11,888           -             -

Common stock issued for
conversion of warrants at
$0.01 per share (unaudited)  49,465             495           -             -

Amortization of deferred
consulting expense
(unaudited)                       -               -      91,633             -

Net loss for the nine months
ended December 31, 2002
(unaudited)                                                          (330,955)

Balance, December 31,
2002 (unaudited)         15,499,176     $21,829,540   $  (4,721) $(23,407,252)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                               7
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
              Consolidated Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                      For the
                                                Nine Months Ended
                                                    December 31,
                                                 2002         2001
<S>                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                      $ (330,955)  $ (1,186,251)
 Adjustments to reconcile net loss to net
 cash provided (used) by operating activities:
  Depreciation                                     43,224         50,969
  Common stock issued for services                 56,908         16,890
  Expenses prepaid with common stock                    -          1,250
  Common stock issued for debt extensions          41,353              -
  Amortization of debt discount                    24,654              -
  Amortization of debt offering and extension
  costs                                            45,365              -
  Amortization of deferred consulting costs        91,633        161,347
  Gain on extinguishment of debt                  (17,908)             -
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable      273,372       (148,899)
  (Increase) decrease in prepaid expenses            (403)             -
  (Increase) in deposits                             (425)
  Increase (decrease) in accounts payable and
   accrued liabilities                            194,174        257,384
  Increase (decrease) in interest payable          10,204         13,494
  Increase (decrease) in commitments and
   contingencies                                        -         (1,938)
  Increase (decrease) in unearned revenue        (233,285)       248,823
                                                ---------    -----------
   Net Cash Provided (Used) by Operating
   Activities                                     197,911       (586,931)
                                                ---------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of fixed assets                               -         (1,030)
                                               ----------     ----------
   Net Cash (Used) by Investing Activities              -         (1,030)
                                               ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Decrease in cash overdraft                       (33,126)       (13,666)
 Proceeds from related parties                     27,000         50,000
 Payments to related parties                      (20,000)       (60,750)
 Payments on notes payable                       (239,811)       (64,786)
 Payments on short term financing                (234,990)             -
 Proceeds from notes payable                      118,315        712,082
 Proceeds from short term financing               234,990              -
 Debt extension costs                             (52,033)             -
 Proceeds from common stock                           698            670
                                               ----------     ----------
   Net Cash Provided (Used) by Financing
   Activities                                    (198,957)       623,550
                                               ----------     ----------
INCREASE (DECREASE) IN CASH                        (1,046)        35,589

CASH AT BEGINNING OF PERIOD                         1,046          4,654
                                               ----------     ----------
CASH AT END OF PERIOD                          $        -     $   40,243
                                               ==========     ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                8
<PAGE>
<TABLE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
        Consolidated Statements of Cash Flows (Continued)
                           (Unaudited)

<CAPTION>
                                                      For the
                                               Nine Months Ended
                                                   December 31,
                                               2002                 2001
<S>                                           <C>              <C>
NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Issuance of stock for payment on notes payable
  and interest                                   $     27,541    $        -
 Common stock issued for services                $     56,908    $   16,890
 Common stock issued for payment on accounts
  Payable                                        $     38,027    $   69,025
 Common stock issued for debt extensions         $     41,353    $        -
 Expenses prepaid with common stock              $          -    $    1,250

Cash Paid For:

 Interest                                        $     74,231    $   31,690
 Income taxes                                    $          -    $       -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                9
<PAGE>
                    PCS EDVENTURES!.COM, INC.
                        AND SUBSIDIARY
          Notes to the Consolidated Financial Statements
               December 31, 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 thereto included in its
       March 31, 2002 Annual Report on Form 10-KSB. Operating results for
       the nine months ended December 31, 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 four additional educational
       labs, which they believe will 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, compensation 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.
                                10
<PAGE>
                    PCS EDVENTURES!.COM, INC.
                          AND SUBSIDIARY
          Notes to the Consolidated Financial Statements
               December 31, 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 pro forma 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     For the Nine Months Ended
                              December 31,                  December 31,
                          2002            2001       2002             2001
Net loss:
           As reported   $(229,333)  $(260,892)    $(330,955)   $(1,186,251)
           Pro Forma      (229,333)   (260,892)     (485,078)    (1,186,251)

Net loss per share:
           As reported   $   (0.01)  $   (0.02)    $   (0.02)   $   (0.10)
           Pro Forma         (0.01)      (0.02)        (0.03)       (0.10)

The Company has granted the following options as of December 31, 2002:

                       Date of   Exercise      Exercise     Amount   Amount
Description            Grant      Number      Price      Exercised   Vested
-----------            -------   --------      --------   ---------  ------
1) Employee              2-05-00    50,000  $  0.75           0        50,000
2) Officers/directors    4-20-00   600,000  $  0.75           0       600,000
3) Employee              6-01-00    45,000  $  0.75           0        45,000
4) Consultant            9-20-00   200,000  $  0.50           0       200,000
5) Employees             9-01-00   200,000  $  0.75           0       200,000
6) Director             10-01-00   200,000  $  0.75           0       200,000
7) Employee              1-05-01    25,000  $  0.75           0        25,000
8) Employee              6-15-01    25,000  $  0.75           0        25,000
9) Employee             10-24-01    50,000  $  0.30           0        50,000
10) Employee             12-1-01    24,230  $  0.15           0        24,230
11) Board Members       12-10-01 1,000,000  $  0.30           0     1,000,000
12) Board Members        6-03-02 1,000,000  $  0.16           0     1,000,000
13) Employees            7-01-02   335,000  $  0.16           0             0
14) Employees            7-15-02    15,000  $  0.16           0             0
15) Employees            8-15-02     5,000  $  0.16           0             0
                                 ---------                          ---------
                                 3,774,230                          3,419,230
                                 =========                          =========
                                11
<PAGE>
                        PCS EDVENTURES!.COM, INC.
                             AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    December 31, 2002 and March 31, 2002


NOTE 3 - DILUTIVE INSTRUMENTS (Continued)

       a.  Stock Options (Continued)

                                       Risk-Free
                            Fair       Interest      Expected       Expected
Description                 Value       Rate         Life          Volatility
-----------                 -----     ---------      --------      ----------
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        128.91%
13) Employees             $   0.12         2.84%             2        157.77%
14) Employees             $   0.12         2.84%             2        152.96%
15) Employees             $   0.13         2.84%             2        163.78%

       On April 20, 2000, the Company granted 600,000 options with a 3-year
       life 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 3-year life 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 3-
       year life with a fair value determined by Black Scholes of $0.39.

       On December 1, 2001, the Company granted employees 24,230 3-year
       life options.  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.
                                12
<PAGE>
                    PCS EDVENTURES!.COM, INC.
                          AND SUBSIDIARY
          Notes to the Consolidated Financial Statements
               December 31, 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 3-year life options to
        an employee.  On December 10, 2001, the Company granted 1,000,000
        10-year life options 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, a 3-
        year life and a Black Scholes fair value of $0.15.

        On July 1, 2002, the Company granted employees 335,000 options.  The
        options have an exercise price of $0.16 per share and 93,000 vest on
        June 15, 2003, 120,500 on June 15, 2004 and 121, 500 on June 15,
        2005.  These options expire on December 31, 2005.  The Black Scholes
        fair value of these options is $0.12 per share.

        On July 15, 2002, the Company granted an employee 15,000 options.
        The options have an exercise price of $0.16 per share and 5,000 vest
        in July 15, 2003, 5,000 on July 15, 2004 and 5,000 on July 15, 2005.
        These options expire on December 31, 2005.  The Black Scholes fair
        value of these options is $0.12 per share.

        On August 15, 2002, the Company granted an employee 5,000 options.
        The options have an exercise price of $0.16 per share and 1,000 vest
        on August 15, 2003, 2,000 on August 15, 2004 and 2,000 on August 15,
        2005.  These options expire on December 31, 2005.  The Black Scholes
        fair value of these options is $0.13 per share.

        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.  All remaining warrants have expired as of
        December 31, 2002.

        On September 15, 2000, the Company granted warrants allowing the
        holders to purchase 342,831 shares of the Company's common stock.
        The warrants were 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.  As of
        December 31, 2002, all of the remaining warrants have been issued or
        have expired.

        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.  As of December 31, 2002, 69,773 of these warrants have
        been exercised for $698, leaving 193,834 warrants still outstanding.
                                13
<PAGE>
                    PCS EDVENTURES!.COM, INC.
                          AND SUBSIDIARY
          Notes to the Consolidated Financial Statements
               December 31, 2002 and March 31, 2002


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 25%
        of the Company's reported revenues for the nine months ended
        December 31, 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 9%
        of the Company's reported revenues for the nine months ended
        December 31, 2002.

        Extension of Debts

        During the nine months ended December 31, 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 $527,500 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 nine
        months ended December 31, 2002, the Company capitalized $52,033 of
        costs related to the extension and is amortizing those costs over
        the life of the extension, or one year.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

        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 paid a
        $25,000 retainer upon execution of the final agreement in the form
        of $12,500 and 78,125 shares of common stock valued at $0.16 per
        share, or $12,500.

        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 plus interest of $3,809.  The difference, of $9,017, was
        recognized as a gain on extinguishment of debt.
                                14
<PAGE>
                    PCS EDVENTURES!.COM, INC.
                          AND SUBSIDIARY
          Notes to the Consolidated Financial Statements
               December 31, 2002 and March 31, 2002


NOTE 6- SUBSEQUENT EVENTS

        Stock Issuances

        Subsequent to December 31, 2002, the Company has issued 243,125
        shares of common stock valued at $23,097, in exchange for consulting
        and marketing services.
                                15
<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 marketing our product lines.  First, we are working
with several public relations firms to increase corporate, brand and product
awareness on a more national level.  Our second objective involves the
continued marketing of our product lines. In addition to the launch of our
Brick Lab, Discover!Lab and our Academy of Engineering Jr. Lab last year, we
have also introduced our Academy of Robotics and our Young Learner Lab.  All
have 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
December 31, 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 our
Company, under present circumstances, is not assured.

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

Three months ended December 31, 2002, compared to three months ended
December 31, 2001.
------------------

         Revenues for the three month period ended December 31, 2002,
increased to $225,277 as compared to $170,544 for the three month period ended
December 31, 2001.  Revenues increased due to increased lab sales over the
same period last year.

         General and administrative costs have increased to $348,290 for the
three month period ended December 31, 2002, as compared to $338,619 for the
three month period ended December 31, 2001.  The increase is primarily due to
increases in marketing and public relations expenses.

         Interest expense for the three month period ended December 31, 2002,
increased to $32,404 as compared to $23,839 for the three month period ended
December 31, 2001.

         We had a net loss of $(229,333) for the three months ended December
31, 2002, as compared to a net loss of $(260,892) for the quarterly period
ended December 31, 2001.

Nine months ended December 31, 2002, compared to nine months ended December
31, 2001.
---------

         Revenues for the nine month period ended December 30, 2002, increased
to $1,592,214 as compared to $356,797 for the nine month period ended December
31, 2001.  This increase in revenues is primarily due to a significant
increase in our first quarter revenues.  See Footnote 4 "Sales" in the Notes
to our Consolidated Financial Statements for further details.

         General and administrative costs have decreased to $1,152,137 for the
nine month period ended December 31, 2002, as compared to $1,289,267 for the
nine month period ended December 31, 2001.  The decrease is due to lower
overall marketing and personnel costs, and the reduction of a debt-cost charge
for the same period in the prior year (i.e. $90,713 for the period ending
December 31, 2001, as compared to $8,930 for the period ending December 31,
2002.

         Interest expense for the nine month period ended December 31, 2002,
increased to $167,738 as compared to $57,591 for the nine month period ended
December 31, 2001.

         We had a net loss of $(330,955) for the nine months ended December
31, 2002, as compared to a net loss of $(1,186,251) for the nine months ended
December 31, 2001.

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

          We had no cash at December 31, 2002.  Management believes that the
cash received from delivered sales orders as well as continued offerings of
common stock, will be sufficient to meet our operating expenses.

Item 3.   Controls and Procedures.
----------------------------------

     (a)  Evaluation of Disclosure Controls and Procedures

     PCS's Chief Executive Officer and Chief Financial Officer have evaluated
our Company's disclosure controls and procedures as of February 10, 2003, and
they have concluded that these controls and procedures are effective.

     (b)  Changes in Internal Controls

     There are no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to February 10,
2003.

                        PART II - OTHER INFORMATION

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

          On July 11, 2002, we settled our dispute with Key Bank for $20,000
and recognized the additional principal and accrued interest in the amount of
$9,017 as gain on extinguishment of debt.

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

          Sales of Unregistered Securities During the Last Quarter.
          ---------------------------------------------------------

Date      Description                                Shares       Amount
----      -----------                                ------       ------
10/2      Common stock issued for conversion of
          warrants at $0.01 per share                15,000       150.00

10/10     Common stock issued for conversion of
          warrants at $0.01 per share                 2,810        28.10

12/9      Common stock issued for conversion of
          warrants at $0.01 per share                 7,500        75.00
                                                     ------
          Total shares issued                        25,310
                                                     ------

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

          None; not applicable.

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.

SB-2 Registration Statement Filed with an Effective Date of May 11, 2001*

               *  Incorporated by Reference.

          (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: 2/11/03                       By:/s/Anthony A. Maher
     ---------                      -------------------------------------
                                    Anthony A. Maher
                                    Chief Executive Officer, President and
                                    Chairman of the Board of Directors

Date: 2/11/03                       By:/s/Christina M. Vaughn
     ---------                      -------------------------------------
                                    Christina M. Vaughn
                                    Chief Financial Officer

Date: 2/12/03                       By:/s/Roy M. Svee
     ---------                      -------------------------------------
                                    Roy M. Svee
                                    Treasurer and Director

Date: 2/12/03                       By:/s/Donald J. Farley
     ---------                      -------------------------------------
                                    Donald J. Farley
                                    Secretary and Director
<PAGE>
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Anthony A. Maher, Chief Executive Officer of PCS Edventures!.com,
Inc., (the "Registrant"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant (the "Quarterly Report");

     2.   Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;

     4.   The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Quarterly Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons performing the
equivalent function);

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.   The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Dated:  February 11, 2003            Signature:/s/Anthony A. Maher
                                     Anthony A. Maher
                                     Chief Executive Officer
<PAGE>
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, Christina M. Vaughn, Chief Financial Officer of PCS Edventures!.com,
Inc., (the "Registrant"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant (the "Quarterly Report");

     2.   Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;

     4.   The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Quarterly Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's Board of Directors (or persons performing the
equivalent function);

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.   The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Dated:  February 11, 2003            Signature:/s/Christina M. Vaughn
                                     Christina M. Vaughn
                                     Chief Financial Officer
<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
"Registrant") on Form 10-QSB for the period ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Quarterly
Report"), we, Anthony A. Maher, Chief Executive Officer and President, and
Christy Vaughn, Chief Financial Officer of the Registrant, 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 Quarterly 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 Quarterly Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.

     Dated: February 11, 2003              /s/ Anthony A. Maher
           ------------------              -----------------------------
                                           Anthony A. Maher, Chief Executive
                                           Officer and President


     Dated: February 11, 2003              /s/ Christy Vaughn
           ------------------              -----------------------------
                                           Christy Vaughn, Chief Financial
                                           Officer
<PAGE>