-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SLtIXVn9l2wkJ7+rWayzhIi0aRrTH31KN5SwnTUNdfNiXgTVlhSsKAfS16orYbCW xmHk9q5KRqOty2FUSIp6XA== 0001010412-08-000256.txt : 20080825 0001010412-08-000256.hdr.sgml : 20080825 20080825171612 ACCESSION NUMBER: 0001010412-08-000256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080825 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20080825 DATE AS OF CHANGE: 20080825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCS EDVENTURES COM INC CENTRAL INDEX KEY: 0001122020 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 820475383 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49990 FILM NUMBER: 081037292 BUSINESS ADDRESS: STREET 1: 345 BOBWHITE COURT STREET 2: #200 CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 208-343-3110 MAIL ADDRESS: STREET 1: 345 BOBWHITE COURT STREET 2: #200 CITY: BOISE STATE: ID ZIP: 83706 8-K 1 f8kchangeinauditor.htm CURRENT REPORT ON FORM 8-K DATED AUGUST 25, 2008 REGARDING CHANGE IN ACCOUNTANTS SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


August 25, 2007

Date of Report

(Date of Earliest Event Reported)


PCS EDVENTURES!.COM, INC.

(Exact Name of Registrant as Specified in its Charter)


Idaho

000-49990

82-0475383

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer File Number)


345 Bobwhite Court, Suite 200

Boise, Idaho

83706

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code: (208) 343-3110


N/A

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 4.01 Changes is Registrant’s Certifying Accountant



On August 25, 2008, PCS Edventures!.com (PCS)  notified HJ & Associates, LLC (HJ & Assoc.) they had been terminated as the Company’s auditor. The termination was approved by the audit committee of the Board of Directors.


HJ & Assoc. reported on the financial statements for the fiscal year ended March 31, 2001 through the FY2009 first quarter ended June 30, 2008.  Except as described below, the audit report of HJ & Assoc. on the consolidated financial statements of PCS Edventures!.com and Subsidiary as of and for the fiscal year ended March 31, 2008 and subsequent review did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to audit scope or accounting principles.  HJ & Assoc. FY2008 audit report relating to the audit of PCS Edventures!.com consolidated financial statements for the fiscal year ended March 31, 2008 and review of financial statements for the FY2009 quarter ended June 30, 2008 included an emphasis paragraph relating to an uncertainty as to PCS Edventures!.com ability to continue as a going concern.


In connection with the audits of the Company’s consolidated financial statements for the fiscal year ended March 31, 2008 and through the date of this current report, there were: (1) no disagreements between PCS Edventures!.com and HJ & Assoc. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of HJ & Assoc, would have caused HJ & Assoc. to make reference to the subject matter of the disagreement in their report on PCS Edventures!.com consolidated financial statements for such year, and (2) no reportable events within the meaning set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B or Item 304 (a)(1)(v) of Regulation S-K.


PCS has provided HJ & Assoc. a copy of the disclosures in this Form 8-K and has requested that HJ & Assoc. furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not HJ & Assoc. agrees with PCS Edventures!.com statement in this Item 304 (a).  A copy of the letter filed with the Securities and Exchange Commission, dated August 25, 2008 furnished by HJ & Assoc. in response to that request is filed herewith as Exhibit 16.1 on this Form 8-K/A


The Company has engaged McElravy, Kinchen & Associates P.C. (“MKA”) to assume the role of its new certifying accountant. The decision to engage MKA was approved by the audit committee of the Board of Directors on August 1, 2008.  Although the Company and MK had agreed in general as the new auditors prior to August 25, 2008, the Company formally signed the MK engagement letter on August 18, 2008 after MK completed its internal procedures related to new attest client acceptance.


During the periods ended March 31, 2008 and the subsequent interim period ended June 30, 2008 and through the date of the firms engagement the Registrant did not consult with MKA with regard to:





(1)

the application of accounting principals to a specified transaction, either completed or proposed: or the type of audit opinion that might be rendered on Registrant’s financial statements; or

(2)

any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a) (1) (iv) of Regulation S-B.



Item: 16.1 Letter from Former Accountants


Upon receipt of letter from former accountants as required under section 16.1, PCS Edventures!.com will file an amended 8k with the letter as an attached exhibit.


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 08/25/2008

                                       /s/ Anthony A. Maher

                                                                         Anthony A. Maher, President and CEO




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