SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549    FORM
10-Q   [X] QUARTERLY REPORT
UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September
30, 2008  [ ] TRANSITION REPORT
UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT  For the transition period from
____________ to____________  Commission File No. 000-49990   PCS
EDVENTURES!.COM, INC. (Exact name of Registrant as specified in
its charter)  Idaho
82-0475383(State or Other Jurisdiction of
(I.R.S. Employer Identification No.)incorporation or organization)  345 Bobwhite Court, Suite 200 Boise, Idaho 83706 (Address of Principal Executive Offices)  (208) 343-3110 (Registrants telephone number, including
area code)  N/A (Former name, former address and former
fiscal year, if changed since last report)  Indicate by check mark whether the
Registrant has (1) filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the Exchange Act) 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. Yes [X] No [  ]  Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.  (Check one):  Large accelerated filer [  ]
     Accelerated filer [  ]
      Non-accelerated filer [  ]
     Smaller reporting company [X]  Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]   1     APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS  Indicate by check mark whether the
Registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 2934subsequent to the distribution of securities under a plan confirmed by a
court.  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: November 14, 2008 37,606,053 Shares of Common Stock.  PART I   Item 1.  Financial Statements  The Financial Statements of the
Registrant required to be filed with this 10-Q Quarterly Report were prepared by
management and commence below, together with related notes. In the opinion of
management, the Financial Statements fairly present the financial condition of
the Registrant.   2      INDEXPART I
-
              FINANCIAL
INFORMATIONPageConsolidated Balance Sheets
(Unaudited).
4Consolidated Statements of Operations
(Unaudited)
5Consolidated Statements of Cash Flows
(Undaudited).
6-7Consolidated Statement of Stockholders' Equity
(Unaudited)..
8Notes to Consolidated Financial Statements
(Unaudited).
9-12Management's Discussion and Analysis of Financial
Conditions and Results of Operations
13Controls and
Procedures
14PART II
-
               OTHER
INFORMATION.
15SIGNATURES...
16EXHIBIT
INDEX..
18-19  3     PCS
EDVENTURES!.COM, INC. Consolidated Balance Sheets  ASSETSSeptember 30, 2008
March 31, 2008(unaudited)CURRENT ASSETSCash
$1,507,414
$1,082,622Accounts receivable, net of
allowance for
doubtful       accounts of $9,026
and $6,617, respectively
191,201
707,030Prepaid expenses
27,942
15,534Deferred costs
95,311
52,502Finished goods inventory
250,618
257,210Other receivable
-
13,829Total Current Assets
2,072,486
2,128,727FIXED ASSETS, net of accumulated depreciation of
$135,764 and
$109,502, respectively
93,928
33,517EDUCATIONAL SOFTWARE, net of accumulated
amortization of
$192,098 and $180,459,
respectively
122,267
67,163INTELLECTUAL PROPERTY, net of accumulated
amortization of
$428,885 and $391,386,
respectively
75,000
112,500GOODWILL
485,238
485,238OTHER ASSETSDeposits
7,371
7,371Total Other Assets
7,371
7,371TOTAL
ASSETS
$2,856,290
$2,834,516LIABILITIES & STOCKHOLDERS'
EQUITYCURRENT LIABILITIESAccounts payable
$136,768
$198,705Accrued compensation
11,241
78,820Payroll liabilities
payable
8,873
10,269Accrued expenses
75,576
48,485Deferred revenue
177,237
288,703Notes payable
17,931
26,438Total Current Liabilities
427,626
651,420Total
Liabilities
427,626
651,420STOCKHOLDERS' EQUITYPreferred stock, no par value,
20,000,000
-
-authorized
shares, no shares issued and outstandingCommon stock, no par value,
60,000,000
31,354,031
30,698,000authorized shares, 37,571,487
and 36,976,446 shares  issued and
       outstanding,
respectivelyStock Payable
30,145
-Accumulated comprehensive gain
(loss)
15,940
(259)Accumulated deficit
(28,971,452)
(28,514,645)Total Stockholders' Equity
2,428,664
2,183,096TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY
$2,856,290
$ 2,834,516 The
accompanying notes are an integral part of these financial statements  4    PCS
EDVENTURES!.COM, INC. Consolidated Statements of Operations (Unaudited)  For the Three Months Ended

For the Six Months EndedSeptember 30,

September 30,2008

2007

2008

2007REVENUESLab revenue
$1,005,868

$616,356

$1,893,613

$1,243,568License revenue
51,179

35,772

104,214

63,430Total Revenues
1,057,047

652,128

1,997,827

1,306,998COST OF SALES
377,557

281,108

932,214

613,482GROSS PROFIT
679,490

371,020

1,065,613

693,516OPERATING EXPENSESSalaries and wages
256,937

225,542

543,303

440,418Bad debt expense
24,928

10,915

24,928

10,915Depreciation and amortization
expense
37,648

45,648

75,400

87,158Option/warrant expense
167,488

99,355

264,683

258,326General and administrative
expenses
321,071

260,540

624,729

470,639Total Operating Expenses
808,072

642,000

1,533,043

1,267,456OPERATING LOSS
(128,582)

(270,980)

(467,430)

(573,940)OTHER INCOME AND EXPENSESInterest income
5,430

4,186

10,308

6,421Interest expense
-

(32)

-

(3,815)Other income
-

-

315

-Other expense
5,008

(7,756)

-

(7,756)Gain on extinguishment of
debt
-

13,962

-

9,417Total Other Income and
Expenses
10,438

10,360

10,623

4,267NET LOSS
(118,144)

(260,620)

(456,807)

(569,673)Foreign currency
translation
(14,830)

(5,490)

(16,199)

2,964NET COMPREHENSIVE LOSS
($132,974)

($266,110)

($473,006)

($566,709)Basic and Diluted Loss per Share
($0.00)

($0.01)

($0.01)

($0.02)Weighted Average Number of Shares
Outstanding
37,404,875

28,124,311

37,565,780

31,433,385  The accompanying notes are an integral part
of these financial statements      5    PCS
EDVENTURES!.COM, INC. Consolidated Statements of Cash Flows (Unaudited)  For the Six Months EndedSeptember 30,2008

2007CASH FLOWS FROM OPERATING ACTIVITIESNet Loss
($456,807)

($566,709)Adjustments to reconcile net loss to net cash
provided (used) by operating activities:Depreciation
75,400

70,545Common stock issued for
services
24,193

5,666Amortization of fair value of
stock options issued and vesting
264,683

265,901Amortization of costs related to
re-pricing of warrants
-

20,342Changes in operating assets and liabilities:(Increase) decrease in accounts
receivable
515,828

(153,222)(Increase) decrease in other
receivables
13,829

-(Increase) decrease in
inventories
(61,823)

3,456Increase in deferred
costs
(42,809)

(1,138)Decrease in accounts payable and
accrued liabilities
(103,821)

(68,445)Increase (decrease) in unearned
revenue
(111,465)

48,705(Increase) decrease in other
assets
(12,408)

123,341Net Cash Provided (Used) by
Operating Activities
104,800

(251,558)CASH FLOWS FROM INVESTING ACTIVITIESCash Outflow from Software
Purchase
(85,000)

-Net Cash Provided (Used) by
Investing Activities
(85,000)

-CASH FLOWS FROM FINANCING ACTIVITIESPayments on notes payable
(8,507)

(221,688)Proceeds from exercise of
warrants and stock options
397,300

1,014,801Net Cash Provided by Financing
Activities
388,793

793,113Foreign currency translation
16,199

10,980Net Increase in Cash
424,792

552,535Cash at Beginning of Year
1,082,622

47,764Cash at End of Year
$1,507,414

$600,299  The accompanying notes are an integral part
of these financial statements       6    PCS
EDVENTURES!.COM, INC. Consolidated Statements of Cash Flows
(continued) (Unaudited)   For the Six Months EndedSeptember 30,2008

2007CASH PAID FOR:Interest
$-

$ 3,815Income taxes
-

-                                             The accompanying notes are an integral part
of these financial statements  7    PCS
EDVENTURES!.COM, INC. Consolidated Statement of Stockholders
Equity (Unaudited)   Other
TotalCommon Stock
Stock
Accumulated
Comprehensive
Stockholders'(shares/amount)
Payable
Deficit
Income
EquityBalance at April 1, 2008
36,976,446
$30,698,000
$ -
$ (28,514,645)
$(259)
$2,183,096Stock for Exercise of Warrants
560,000
372,800
6,000
-
-
378,800Stock for Exercise of Options
35,000
18,500
-
-
-
18,500Stock for Services
41
48
24,145
-
-
24,193Option Warrant/Expense
-
264,683
-
-
-
264,683Foreign Currency Translation
-
-
-
-
16,199
16,199Net Loss for the six months
ended September 30, 2008
-
-
-
(456,807)
-
(456,807)Balance at September 30, 2008
37,571,487
$31,354,031
$30,145
$(28,971,452)
$15,940
$2,428,664                         The accompanying notes are an integral part
of these financial statements  8     PCS EDVENTURES!.COM, INC Notes to the Consolidated Financial
Statements September 30, 2008 (unaudited)  NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS  On August 3, 1994, PCS
Edventures!.com, Inc., was incorporated under the laws of Idaho to engage in
web-based and site-licensable educational products.  In October 1994, an agreement was
authorized allowing the Company to exchange, on a one-for-one basis, common
stock for stock of PCS Schools, Inc. As a result of this agreement, PCS Schools,
Inc. became a wholly-owned subsidiary of the Company.  In the late 1990s,
the Company divested the stand-alone learning labs to focus more on a hands-on
module coupled with web-based technology for use in the classroom.  On March 27, 2000, the Company changed
its name from PCS Education Systems, Inc. to PCS Edventures!.com, Inc.  On November 30, 2005, the Company
entered into an agreement with 511092 N.B. LTD. dba LabMentors to exchange PCS
stock for stock of 511092 N.B. LTD. as disclosed in the 8-K as filed with the
Securities and Exchange Commission (SEC) on December 9, 2005, and amended on
February 15, 2006.  As a result of the Share Exchange Agreement, 511092
N.B. LTD. became a wholly owned subsidiary of the Company.  In December
2005, the name of this subsidiary was formally changed to PCS LabMentors, LTD.
It remained a Canadian corporation.  NOTE 2 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  The September 30, 2008, consolidated
financial statements presented herein are unaudited, and in the opinion of
management, include all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation of financial position, results of
operations and cash flows. Such financial statements do not include all of the
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principals generally accepted in the
United States of America. This Quarterly Report on Form 10-Q should be read in
conjunction with the Annual Report on Form 10-KSB for PCS Edventures!.com (PCS
or the Company) for the year ended March 31, 2008. The March 31, 2008,
consolidated balance sheet is derived from the audited balance sheet included
therein.  The operating results for the
six-month period ended September 30, 2008, are not necessarily indicative of the
results that may be expected for the year ending March 31, 2009.  NOTE 3 - GOING CONCERN  The Companys consolidated financial
statements are prepared using Generally Accepted Accounting Principals
applicable to a going concern that contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company has a
strong cash position as well as other material assets. This
position was enhanced through the conversion of debt. The established
source of revenues is not sufficient to cover its operating cost. Although the
Company has positive working capital, it has accumulated significant
losses. The combination of these items raises substantial doubt about its
ability to continue as a going concern. Managements plans with respect to
alleviating this adverse position are as follows:   During the fiscal quarter ended
September 30, 2008, the Company continued discussion with several target
companies for possible merger and acquisition activities. The Company continued
to strengthen its strategic alliances with KNEX, Science Demo, fischertechnik,
MR Block, Integrating Technology, Minds-i, Follette, Whole School, Trudy
Corporation and Eduwise for further product development and enhancement. The
Company has also introduced the PCS Digital Media Labs, which saw strong sales
of approximately $327,600 in fiscal year ended March 31, 2008. The Company is
continuing its efforts to strengthen its market positioning and product
development focus. To date, the Company has continued to develop marketplace
strategy for the US market, as well as the international market.  Further,
the Company is still pursuing merger and acquisition candidates and looking at
various strategies to realign products and develop new market channels.   9    NOTE 3 - GOING CONCERN
(continued)  The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the
plans described in the preceding paragraphs and eventually attain profitable
operations. The accompanying consolidated financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.  NOTE 4 - FIXED ASSETS  Assets and depreciation for the
periods are as follows: September 30, 2008
March 31,
2008Computer/office equipment
$ 21,625
$21,116Server equipment
123,067
115,962Software
85,000
-Accumulated depreciation
(135,764)
(103,561)Total Fixed Assets
$93,928
$33,517  NOTE 5 - EDUCATIONAL SOFTWARE  The Companys inventory consists of
internally developed educational computer programs and exercises to be accessed
on the Internet. In accordance with Statement of Financial Accounting Standards
(FAS) No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased,
or Otherwise Marketed, the costs associated with research and initial
feasibility of the programs and exercises are expensed as incurred. Once
economic feasibility has been determined, the costs to develop the programs and
exercises are capitalized until they are ready for sale and access and are
reported at the lower of unamortized cost or net realizable value. Capitalized
program and exercise inventory are amortized on a straight-line basis over the
estimated useful life of the program or exercise, generally 36 to 48 months.  NOTE 6 - INTELLECTUAL PROPERTY  The Companys intellectual property
consists of capitalized costs associated with the development of the Internet
software and delivery platform developed by the Company to enable access to the
various educational programs and exercises developed by the Company. In
accordance with FAS 86 as discussed previously regarding inventory, the initial
costs associated with researching the delivery platform and methods were
expensed until economic feasibility and acceptance were determined. Thereafter,
costs incurred to develop the Internet delivery platform and related
environments were capitalized until ready for use and able to deliver and access
the Companys educational programs and exercises. Costs incurred thereafter to
maintain the delivery and access platform are expensed as incurred. These
capitalized costs are being amortized on a straight-line basis over the
estimated useful life of the delivery and access platform, which has been
determined to be 36 to 60 months.  NOTE 7 - GOODWILL  The goodwill balance of $485,238 at
September 30, 2008, is related to the Companys acquisition of PCS LabMentors in
December 2005. Included within this amount of goodwill is $135,658 of costs
associated with the acquisition. The capitalized costs are for accounting,
consulting, and legal fees associated with the transaction. With the acquisition
of PCS LabMentors, the Company gained LabMentors significant interest in the
technical college market and increased the products available to educational
outlets. The Company also obtained the information technology and programming
expertise of LabMentors' workforce, additional cost optimization, and greater
market flexibility in optimizing market information and access to collegiate
level sales.  The provisions of Statement of
Financial Accounting Standards (FAS) No. 142, Goodwill and Other Intangible
Assets, require that a two-step impairment test be performed annually or
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. The first step of the test for impairment
compares the book value of the Company to its estimated fair value.    10    NOTE 7  GOODWILL
(continued)  We undertook an impairment review at
the end of the fiscal year ended March 31, 2008.  After reviewing current operating losses and future growth potential of
the subsidiary, the Company determined that no impairment was created. The basis for this determination included
the growth of existing clients since the end of the fiscal year, conversations
with potential customers for the upcoming year, the proven record since a bank
account was established for the company to sustain operations for the
foreseeable future, as well as the added economies of scale the subsidiary has
added to the Company as a whole, including several technical performance
enhancements supplied by LabMentors to supplement the core capabilities of PCS,
such as creation of added internet service bandwidth and associated signal
routing capabilities not known to the technical people at PCS; locating and
managing a demonstration server on their system for a wide variety of PCS
products; and assisting technical people from PCS and E2S in the creation and
management of a server to host the PCS STEPS® product. In conclusion, the
Company felt and still feels that LabMentors brought a cutting edge product to
PCS, as well as vertical integration and technology not previously known by PCS.  NOTE 8 - ACCRUED EXPENSES  Accrued expenses for the
periods are as follows: September 30,
March 31,2008
2008Credit card debt
$12,542
$43,758Workers' compensation
-
500CG-VAK
-
4,227Director fees
62,207
-Telephone expenses
792
-Sales tax payable
35
-Total Accrued Expenses
$75,576
$48,485     NOTE 9  COMMITMENTS AND CONTINGENCIES  The Company is currently in a lawsuit
that is pending in the United States District Court of Idaho, Case No.
CV08-00089. This lawsuit has been brought about by a former employee who is
asserting breach of contract and breach of implied covenant of good faith and
fair dealings with respect to an agreement entered into on or about April 1,
2004. The plaintiff is seeking specific performance on the issuance of an
additional 146,858 shares of common stock or damages in excess of $75,000. The
Company has retained the services of Hawley Troxell Ennis & Hawley, LLP
Attorneys at Law. As of this filing, the Company believes we have a meritorious
defense and will prevail in all litigations surrounding this matter.  NOTE 10 - STOCKHOLDERS EQUITY  During the six-month period ended
September 30, 2008, the Company issued 560,000 shares of common stock for the
exercise of warrants, valued at $372,800.  During the six-month period ended
September 30, 2008, the Company issued 35,000 shares of common stock for the
exercise of employee stock options, valued at $18,500.  During the six-month period ended
September 30, 2008, the Company issued 41 shares of common stock for services,
valued at $48.  During the six-month ended September
30, 2008, the Company expensed amounts related to stock options in accordance
with Statement of Financial Accounting Standards (FAS) 123(R), Share Based
Payment, valued at $264,683.  The Company accounts for stock-based
employee compensation in accordance with FAS 123(R).  FAS 123(R) requires
employee stock-based compensation to be measured based on the fair value as of
the grant-date of the awards and the cost to be recognized over the period
during which an employee is required to provide services in exchange for the
award.  Historically, the company used the intrinsic method of valuation as
specified in Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations,  11    NOTE 10 - STOCKHOLDERS EQUITY
(continued)  and, accordingly, no compensation cost had been
recognized for stock options in prior years.  FAS 123(R) eliminates the
alternative use of APB 25.  As a result of adopting the fair value method
for stock compensation, all future awards and current awards vesting in future
periods will be expensed over the stock options' vesting period as defined in
its contract award.  The Company adopted this provision during the fiscal
year ended March 31, 2007.  NOTE 11-BASIC AND DILUTED NET LOSS PER COMMON SHARE  Basic and diluted net loss per common
share for the six-month periods ended September 30, 2008 and 2007, are based on
37,565,780 and 31,433,385, respectively, of weighted average common shares
outstanding. The same figures for the three-month periods then ended are based
on 37,404,875 and 28,124,311, respectively, of weighted average common shares
outstanding. No adjustment has been made for any common stock equivalents
outstanding because their effects would be antidilutive.  NOTE 12 - SUBSEQUENT EVENTS  The following occurred subsequent to
September 30, 2008:  In October, 2008, the Company issued
4,882 shares of common stock for services, valued at $5,445.  In October, 2008, the Company issued
19,684 shares of common stock to an employee as a bonus, valued at
$18,700.  In October, 2008, the Company issued
10,000 shares of common stock for the conversion of warrants, valued at
$6,000.  12     Item 2. Managements Discussions and
Analysis of Financial Condition and Results of Operations. Cautionary Statements for Purposes of Safe Harbor
Provisions of the Private Securities Litigation Reform  Act of 1995:  Except
for historical facts, all matters discussed in this report, which are
forward-looking, involve a high degree of risk and uncertainty. Certain
statements in this report set forth managements intentions, plans, beliefs,
expectations, or predictions of the future based on current facts and analyses.
When we use the words believe, expect, anticipate, estimate, intend,
or similar expressions, we intend to identify forward-looking statements. You
should not place undue reliance on these forward-looking statements. Actual
results may differ materially from those indicated in such statement, due to a
variety of factors, risks and uncertainties. Potential risks and uncertainties
include, but are not limited to, competitive pressures from other companies
within the Educational Industries, economic conditions in the Companys primary
markets, exchange rate fluctuation, reduced product demand, increased
competition, inability to produce required capacity, unavailability of
financing, government action, weather conditions and other uncertainties,
including those detailed in the Companys Securities and Exchange Commission
filings. The company assumes no duty to update forward-looking statements to
reflect events or circumstances after the date of such statements.  The
following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Managements Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contained in our Form 10-KSB for the year ended March 31,
2008.   Plan of
Operation  PCS
intends to continue to operate in the same manner as prior years, including
continuing to look for viable acquisition candidates to further enhance the
product lines and enhance marketing efforts to more effectively penetrate the
world market.  PCS LabMentors will continue to expand into the collegiate
market, as well as undertake new projects with existing customers for an
increased revenue base. Fiscal year 2008 ended with a strong cash in hand
position of $1,082,622.  PCS as a whole intends to continue to fund
operations based on lab sales to existing and new customers to provide cash for
operations throughout the coming fiscal year. There are not expected to be any
significant changes in the number of employees.   Results of
Operations  The
quarter ended September 30, 2008, resulted in a net loss of ($118,144) as
compared to the net loss during the quarter ended September 30, 2007, of
($260,620).  The Company has decreased its losses from the prior fiscal
year, same three-month period by $142,476, or approximately fifty-four percent
(54%).  The Basic Loss per Share for the quarter ended September 30, 2008,
is ($0.00), which is a $0.01 increase in value per share from the six-month
period ended September 30, 2007, of ($0.01) per share.  The
six-month period ended September 30, 2008, resulted in a net loss of ($456,807)
as compared to the net loss during the six-month period ended September 30,
2007, of ($569,673).  The Company has decreased its losses from the prior
fiscal year, same six-month period by $112,866, or approximately twenty percent
(20%).  The Basic Loss per Share for the six-month period ended September
30, 2008 is ($0.01), which is a $0.01 increase in value per share from the
six-month period ended September 30, 2007, of ($0.02) per share.  The
non-GAAP financial measure of Earnings Before Interest, Taxes, and Depreciation
(EBITDA) for the three-month period ended September 30, 2008, was a loss of
approximately ($85,925), as compared to the EBITDA (Losses) for the three-month
period ended September 30, 2007, of approximately ($219,126).  The
non-GAAP financial measure of Earnings Before Interest, Taxes, Depreciation,
FAS123(R) Option/Warrant Expense, and Stock Compensation for the three-month
period ended September 30, 2008, was a gain of $81,563 as compared to the
Earnings Before Interest, Taxes, Depreciation, FAS123(R) Option/Warrant Expense,
and Stock Compensation (Losses) for the three-month period ended September 30,
2007, of approximately ($119,771).    13      Three-month period ended
September 30, 2008, compared to three-month period ended September 30,
2007  Revenues
for the three-month period ended September 30, 2008, increased to $1,057,047 or
by approximately $404,919, or sixty-two percent (62%) as compared to revenues of
$652,128 for the three-month period ended September 30, 2007.  This
increase was due to strong sales of a new product, Digital Media, as well as
attendance by the sales team at additional conferences and added marketing
material. In addition, a Director of Marketing was hired during the second
quarter resulting in an increased marketing focus.  The results of the
increased effort by product development and the sales and marketing staff will
continue to be seen in the coming months.  Operating
expenses for the three-month period ended September 30, 2008, increased by
approximately $166,072 or twenty-six percent (26%) to $808,072 as compared to
operating expenses of $642,000 for the three-month period ended September 30,
2007.  Six-month period ended
September 30, 2008, compared to six-month period ended September 30,
2007.  Revenues
for the six-month period ended September 30, 2008, increased to $1,997,827, or
by approximately $690,829, or fifty-three percent (53%) as compared to revenues
of $1,306,998 for the six-month period ended September 30, 2007.  This
increase was due to strong sales of a new product, Digital Media, as well as
attendance by the sales team at additional conferences and added marketing
material. In addition, a Director of Marketing was hired during the second
quarter resulting in an increased marketing focus.  The results of the
increased effort by product development and the sales and marketing staff will
continue to be seen in the coming months.  Operating
expenses for the six-month period ended September 30, 2008, increased by
approximately $265,587, or twenty-one percent (21%) to $1,533,043 as compared to
operating expenses of $1,267,456 for the six-month period ended September 30,
2007.   Liquidity  As of
September 30, 2008, we had $1,507,414 in Cash, with total current assets of
$2,072,487 and total current liabilities of $427,627. We have an accumulated
deficit of ($28,971,452) and stockholders equity of $2,856,291.  The
Company has a current ratio of 4.85. The ratio indicates that we have
effectively managed debt and have available resources to help continue company
growth through internal and external means. We have utilized the current ratio
over a quick ratio due to the fact that most items in inventory are easily
saleable should the need to liquidate arise.  The
Company has working capital of $1,644,860 at September 30, 2008. The working
capital indicates that our ability to pay current debt obligations through our
current assets is favorable.    Item 3.
 Quantitative and Qualitative Disclosures About Market Risk.  The
Company is a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) and is not
required to provide the information required under this item.  Item 4T.  Controls
and Procedures.  Our
management, with the participation of our chief executive officer, evaluated the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period
covered by this Quarterly Report on Form 10-Q.  In designing and evaluating
the disclosure controls and procedures, our management recognized that any
controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.  In
addition, the design of disclosure controls and procedures must reflect the fact
that there are resource constraints and that management is required to apply its
judgment in evaluating the benefits of possible controls and procedures relative
to their costs. The design of any disclosure controls and procedures also is
based in part upon certain assumptions about the  14     Item 4T.  Controls
and Procedures. (continued)  likelihood of future events
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.  Based on
that evaluation, Tony Maher, the chief executive officer and acting CFO,
concluded that, as of September 30, 2008, our disclosure controls and procedures
were, subject to the limitations noted above, effective to provide reasonable
assurance that information we are required to disclose in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules,
regulations and forms, and that such information is accumulated and communicated
to our management, including our chief executive officer, as appropriate, to
allow timely decisions regarding required disclosure.  Changes in internal
control over financial reporting  Our management, with the participation of the chief executive
officer, has concluded there were no significant changes in our internal control
over financial reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.   PART II - OTHER
INFORMATION   Item 1. Legal
Proceedings.   The
Company is currently in a lawsuit that is pending in the United States District
Court of Idaho, Case No. CV08-00089. This lawsuit has been brought about by a
former employee who is asserting breach of contract and breach of implied
covenant of good faith and fair dealings with respect to an agreement entered
into on or about April 1, 2004. The plaintiff is seeking specific performance on
the issuance of an additional 146,858 shares of common stock or damages in
excess of $75,000. The Company has retained the services of Hawley Troxell Ennis
& Hawley, LLP Attorneys at Law. As of this filing, The Company believes we
have a meritorious defense and will prevail in all litigations surrounding this
matter.  Item 1A.  Risk
Factors.  The
Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this item. .  Item 2. Recent Sale of
Unregistered Securities.  Sales
of Unregistered Securities During the Last Quarter. Common
PreferredDescription
Shares
Amount
Shares
AmountEmployee (1)
35,000
$
     18,500
-
-Investor   (2)
560,000
372,800
-
-Employee (3)
41
48
-
-                (1) These
shares were issued to an employee(s) for exercise of stock options at various
prices. (2) These
shares were issued for the exercise of Warrants. (3) These
shares were issued in exchange for services   We
issued all of these securities to persons who were accredited investors as
those terms are defined in Rule 501 of Regulation D of the Securities and
Exchange Commission; and each such person had prior access to all material
information about us. We believe that the offer and sale of these securities
were exempt from the registration requirements of the Securities Act, pursuant
to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the
Securities and Exchange Commission.  Registration of sales to accredited
investors are preempted from state regulation, though states may require the
filing of notices, a fee and other administrative  15    documentation
like consents to service of process and the like.  Item 3. Defaults Upon
Senior Securities.  None;
not applicable.   Item 4. Submission of
Matters to a Vote of Security Holders.  On
August 19, 2008, the Company held its Annual Meeting of Shareholders at its
principal location in Boise, Idaho.  A quorum was represented at the
meeting in person and via proxy.  Of the 37,062,568 shares outstanding at
the record date, 19,525,617 proxies had been received by the Company.  At the
Annual Meeting, one proposal was brought forth for vote by the shareholders.
This item of business was to re-elect the Board of Directors until the next
annual meeting.  Of the total number of proxies received, each member of
the Board of Directors standing for election had received in excess of
19,300,000 votes in favor. The Board of Directors was re-elected as follows:   Board of
Directors
For
Against
AbstainAnthony A.
Maher
19,396,500
129,117
0Donald J.
Farley
19,337,976
137,541
100Cecil D.
Andrus
19,457,140
68,377
100Dehryl A.
Dennis
19,498,140
27,377
100Michael K.
McMurray
19,449,253
68,617
100    Item 5. Other Information.   None;
not applicable.  Item 6. Exhibits.   Exhibit No. 
                       Identification
of Exhibit  31


32
Rule 13a-14(a) or
15d-14(a) Certification of the Registrants principal executive officer.
Filed herewith.

Rule 13a-14(b) or
15d-14(b) Certification of the Registrants principal executive officer
pursuant to 18 U.S.C Section 1350 as adopted pursuant to Rule 906 of the
Sarbanes-Oxley Act of 2002. Filed herewith.     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.  Dated:
November 13,
2008

By:
/s/ Anthony A.
MaherAnthony A.
MaherCEO, President,
Chairman of the Board of Directors, and acting CFO
(principal executive
officer)   16      SIGNATURES
(Continued)   In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.   Dated:
November 13,
2008

By:
/s/ Donald J.
FarleyDonald J.
FarleySecretary and
Director  Dated:
November 13,
2008

By:
/s/ Cecil D
AndrusCecil D.
AndrusDirector  Dated:
November 13,
2008

By:
/s/ Dehyrl A
DennisDehryl A.
DennisDirector  Dated:
November 13,
2008

By:
/s/ Michael K.
McMurrayMichael K.
McMurrayDirector       17