SCHEDULE 14A PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ]
[X] Definitive Proxy Statement
PCS EDVENTURES!.COM, INC.
-------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A.
(2) Aggregate number of securities to which transaction applies: N/A.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $0.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
PCS EDVENTURES!.COM, INC.
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(208) 343-3110
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished to our stockholders
(PCS Edventures!.COM, Inc., an Idaho corporation [the "Company," "PCS," "we",
"our" or "us" or words or similar import]) regarding resolutions
to elect directors for the coming year and to retain HJ & Associates, LLC as
our independent auditors for the coming year. These resolutions have
been adopted by our Board of Directors in accordance with the Idaho General
Corporation Law (the "Idaho Law") and that will be presented to an annual
meeting of our stockholders to be held on October 14, 2005, as outlined in the
Notice of Annual Meeting of Shareholders (the "Annual Meeting") that
accompanies this Proxy Statement.
A copy of our 10-KSB Annual Report for the year ended March 31, 2005,
accompanies this Proxy Statement and is incorporated herein by
reference.
APPROXIMATE DATE OF MAILING: September 29, 2005.
The election of directors and retention of HJ & Associates, LLC, as our
auditors are outlined below and will become effective immediately upon
approval by our common shareholders. These are the only matters covered by
this Proxy Statement.
ITEM NO. 1
ELECTION OF BOARD OF DIRECTORS
Our Board of Directors will consist of four persons, as follows: Anthony
A. Maher; Donald J. Farley; Cecil D. Andrus; and Michael K. McMurray. Each
director is to serve until the next Annual Meeting of our stockholders or the
directors' prior death, resignation or termination and the appointment and
qualification of their successors.
The names of our current directors and executive officers and the
positions held by each are set forth below:
Name Age Position Held Position Since
---- -- -------- -------------------
Anthony A. Maher 58 Chairman, President
and CEO 1989
Donald J. Farley 54 Secretary, Director 1994
Cecil D. Andrus 77 Director 1997
Michael K. McMurray 61 Director 1989-1994,
2003-present
Anthony A. Maher, Chairman, President & CEO. Anthony A. Maher was
recruited to PCS at its inception as Chairman of the Board, President and
Chief Executive Officer and structured the purchase of PCS Schools. Since
then, Mr. Maher has overseen the development of the curriculum from four core
areas to over 60; the development of its distance developer database; and the
creation of its web based publishing expertise. From 1982 to 1989 he was
founder and Chairman of the Board of National Manufacturing Company, Inc. and
its subsidiary, National Medical Industries, Inc. From 1979 to 1982, Mr.
Maher was Executive Vice President for Littletree Inns, a hotel company based
in Boise, Idaho with properties throughout the Northwest. Mr. Maher graduated
from Boise State University in 1970 with a Bachelor of Arts degree in
Political Science.
Donald J. Farley. Mr. Farley is a director and the Secretary of the
Company and has acted as the Company's legal counsel since 1994. Mr. Farley
is a founding partner of the law firm of Hall, Farley, Oberrecht & Blanton,
P.A. His legal practice emphasizes litigation and representation of closely
held businesses. He has been in private practice since 1975, after serving a
two year judicial clerkship with former United States District Judge J. Blaine
Anderson. Mr. Farley is admitted to practice before all state and federal
courts in Idaho and has also been admitted to practice before the United
States Supreme Court. He is a member of the American Bar Association, the
International Association of Defense Counsel, Defense Research Institute, the
Idaho State Bar Association and the Association of Trial lawyers of America.
Mr. Farley graduated from the University of Idaho in 1970 with a Bachelor of
Arts degree in Economics and from the University of Idaho College of Law in
1973.
Cecil D. Andrus. Former Idaho State Governor Andrus joined the PCS
Board of Directors in November 1995. Following his retirement from public
service in January 1995, Governor Andrus founded and now directs the Andrus
Center for Public Policy at Boise State University. Governor Andrus is the
first person in the history of Idaho to be elected Governor four different
times (1970, 1974, 1986 and 1990). When he retired from public office, he was
the senior governor in the United States in length of service. Mr. Andrus
resigned as governor in 1977 to become the Secretary of the Interior in the
Carter Administration, the first Idahoan to serve in a Presidential Cabinet.
Governor Andrus is also a director of Albertsons, KeyCorp and The Gallatin
Group.
Michael K. McMurray. Mr. McMurray comes back to the Board of PCS, having
served from 1989 through 1994. He retired from Boise Cascade after serving
there for over 30 years, starting as a Treasury Analyst in 1970, Assistant to
Realty Controller from 1971 to 1974, Manager, Cash & Banking from 1974 to
1976, Manager of Banking & Corporate Credit from 1976 to 1980, Assistant
Treasurer from 1980 to 1989, and then Assistant Treasurer and Director,
Retirement Funds from 1989 until he retired in 2000. Mr. McMurray has served
with distinction on several Boards including Regence Blue Shield of Idaho,
American Red Cross, Farmers & Merchants State Bank, Idaho Housing and Finance,
Boise Family YMCA, Hillcrest Country Club, and the Downtown Boise Association.
He is a graduate of the University of Idaho with a degree in Finance and has
completed the Program for Management Development at the Harvard Business
School.
Committees.
-----------
We adopted an audit committee three years ago for the purpose of
engaging HJ & Associates, LLC for the annual audit. The audit committee
currently consists of two board members, Michael McMurray and Cecil Andrus.
During this last fiscal year, the audit adopted a formal policy regarding the
scope, responsibilities and length of service for the audit committee.
PCS does not have standing nominating or compensation
committee or a charter with respect to the process for nominations to our
Board of Directors. Currently, our directors submit nominations for election
to fill vacancies on the Board to the entire Board for its consideration.
Our Bylaws do not contain any provision addressing the process by which a
stockholder may nominate an individual to stand for election to the Board of
Directors, and we do not have any formal policy concerning stockholder
recommendations to the Board of Directors. To date, we have not received any
recommendations from non-affiliate stockholders requesting that the Board
consider a candidate for election to the Board. However, the absence of such
a policy does not mean that the Board of Directors would not consider any such
recommendation, had one been received. The Board would consider any candidate
proposed in good faith by a stockholder. To do so, a stockholder should send
the candidate's name, credentials, contact information, and his or her consent
to be considered as a candidate to the Chairman of the Board, Anthony A.
Maher. The proposing stockholder should also include his or her contact
information and a statement of his or her share ownership (how many shares
owned and for how long).
In evaluating potential directors, Mr. Maher and the Board consider
the following factors:
* the appropriate size of our Board of Directors;
* our needs with respect to the particular talents and experience of our
directors;
* the knowledge, skills and experience of nominees, including experience
in finance, administration, or public service, in light of prevailing business
conditions and the knowledge, skills and experience already possessed by other
members of the Board;
* familiarity with the aviation industry;
* experience with accounting rules and practices; and
* the desire to balance the benefit of continuity with the periodic
injection of the fresh perspective provided by new Board members.
Our goal is to assemble a Board of Directors that brings together a
variety of perspectives and skills derived from high quality business and
professional experience. In doing so, Mr. Maher and the Board will also
consider candidates with appropriate non-business backgrounds.
Other than the foregoing, there are no stated minimum criteria for
director nominees, although Mr. Maher and the Board of Directors may also
consider such other factors as they may believe are in the best interests of
PCS and its shareholders.
Mr. Maher and the Board of Directors identify nominees by first
evaluating the current members of the Board willing to continue in service.
Current members of the Board with skills and experience that are relevant to
our business and who are willing to continue in service are considered for re-
election. If any member of the Board does not wish to continue in service or
if we decide not to re-nominate a member for re-election, we then identify the
desired skills and experience of a new nominee in light of the criteria above.
Current members of the Board of Directors are polled for suggestions as to
individuals meeting the criteria described above. The Board may also engage
in research to identify qualified individuals. To date, we have not engaged
third parties to identify or evaluate or assist in identifying potential
nominees, although we reserve the right in the future to retain a third party
search firm, if necessary.
Our Board of Directors does not have a formal process for security
holders to send communications to the Board. However, our directors take
great interests in the concerns of stockholders and our directors review and
give careful consideration to any and all stockholder communications.
Security holder communications may be sent to: Board of Directors, PCS
Edventures!.COM, Inc., 345 Bobwhite Court, Suite 200, Boise, Idaho 83706.
Communications may also be sent to any individual director at PCS' address.
Significant Employees.
----------------------
Other than its executive officers, PCS does not have any employees who
are expected to make a significant contribution to its business.
Family Relationships.
---------------------
There are no family relationships between any of our directors or
executive officers.
Certain Legal Proceedings.
--------------------------
During the past five years, none of our present or former directors,
executive officers or persons nominated to become directors or executive
officers:
(1) Filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him or her from or
otherwise limiting his involvement in any type of business, securities or
banking activities;
(4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law, and
the judgment in such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or vacated.
Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
----------------------------------------
During the last two fiscal years ended March 31, 2005 and 2004, we have
granted certain options to members of our management.
During the year ended March 31, 2003, three members of the Company's
board of directors acted as guarantors on a promissory note that provided the
Company $60,600 in financing. This note was paid in full during 2004.
During the year ended March 31, 2003, the Company repaid debt owed to
the President of the Company of $20,000.
During the year ended March 31, 2003, the Company borrowed $27,000 from
the President of the Company.
On October 21, 2002, we authorized and issued options to purchase 499,998
shares of common stock to Board Members as payment for accrued directors fees
totaling $45,000. These options vested immediately and have an exercise price
of $0.09 per share. This payment covered all directors fees incurred for the
year ended March 31, 2002.
On May 15, 2003, we authorized and issued options to purchase 892,855
shares of common stock to Board Members as payment of $45,000 in accrued
director fees. The intrinsic value of these options was $17,857, while the
difference, $27,143, was treated as contributed capital from extinguishment of
related party debt.
On September 14, 2004, the Company authorized and issued options to
purchase 335,520 shares of common stock to Board Members as payment for
accrued directors fees totaling $45,000. These options vested immediately and
have an exercise prices ranging from $0.10-$0.23 per share. This payment
covered all directors fees incurred for the year ended March 31, 2004.
During 2004, the Company issued 305,441 shares of common stock to the
Company's President in payment of $32,608 in accrued interest. The stock was
valued at the market price of the stock on the dates of conversion, or an
average of $0.11 per share.
During the quarter ended June 30, 2004, the Company issued options to
purchase 150,000 shares of common stock to a newly appointed member of the
Board of Directors for services rendered. The options are exercisable at
$0.15 per share for 10 years. The issuance of these options resulted in
$3,000 in non-cash director expenses included in general and administrative
expense.
During July 2004, the Company issued 250,000 shares of common stock to
its Chief Executive Officer for the non-cash exercise of options, reducing
related party debt by $17,500.
During the month of September 2004, the Company issued options to
purchase 14,423 shares of common stock to each of its four Board Members, for
a total issuance of 57,692 at an exercise price of $0.26 per share. The
options were issued as compensation for Board services for the quarter ending
June 30, 2004.
During October 2004, the Company issued 344,559 shares of common stock
at $0.06 per share to its Chief Executive Officer for the non-cash reduction
of related party debt of $20,674.
During the month of January 2005, the Company issued options to purchase
78,948 shares of common stock to each of its four Board Members, for a total
issuance of 315,792 at an exercise price of $0.10 per share. The options were
issued as compensation for Board services for the quarters ending September
30, 2004 and December 31, 2004.
During 2004, we issued 305,441 shares of common stock to the Company's
President in payment of $32,608 in accrued interest. The stock was valued at
the market price of the stock on the dates of conversion, or an average of
$0.11 per share.
During the year ended March 31, 2005, the Company repaid debt owed to
the President of the Company of $48,828.
Transactions with Promoters.
----------------------------
Except as outlined under the caption "Executive Compensation," during the
past two years, there have been no material transactions, series of similar
transactions or currently proposed transactions, to which our company or any
of our subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to us to own of record or beneficially more than
five percent of our common stock, or any member of the immediate family of any
of the foregoing persons, or any promoter or founder had a material interest.
Parents.
--------
We do not have any parents.
Code of Ethics.
---------------
We filed our Code of Conduct for our executive officers with our Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2005, which
was filed with the Securities and Exchange Commission on July 19, 2005.
Section 16(a) Beneficial Ownership Reporting Compliance.
--------------------------------------------------------
Except as indicated below, based solely upon a review of Forms 3 and 4
and amendments thereto furnished to PCS during our most recent fiscal
year, and Forms 5 and amendments thereto furnished to us with respect to our
most recent fiscal year, we believe all forms required to be filed under
Section 16 of the Exchange Act have been timely filed.
On June 8, 2004, Director Michael McMurray filed a Form 3 Initial
Statement of Beneficial Ownership of Securities with respect to one derivative
transaction that took place on June 8, 2004.
On June 16, 2004, Company Officer Robert Grover filed a Form 4 Statement
of Changes in Beneficial Ownership of Securities with respect to two
derivative transactions that took place on June 14, 2003, and July 15, 2003.
On June 16, 2004, Company Officer Christina Vaughn filed a Form 4
Statement of Changes in Beneficial Ownership of Securities with respect to two
derivative transactions that took place on December 1, 2003, and June 16,
2004.
On July 7, 2004, Chairman and Company Officer Anthony Maher filed a Form
4 Statement of Changes in Beneficial Ownership of Securities with respect to
two derivative transactions that took place on April 20, 2003, and July 2,
2004.
On September 14, 2004, Chairman and Company Officer Anthony Maher filed
a Form 4 Statement of Changes in Beneficial Ownership of Securities with
respect to five derivative transactions that took place on September 14, 2004.
On September 14, 2004, Director Donald Farley filed a Form 4 Statement
of Changes in Beneficial Ownership of Securities with respect to five
derivative transactions that took place on September 14, 2004.
On September 14, 2004, Director Cecil Andrus filed a Form 4 Statement of
Changes in Beneficial Ownership of Securities with respect to five derivative
transactions that took place on September 14, 2004.
On September 17, 2004, Director Michael McMurray filed a Form 4
Statement of Changes in Beneficial Ownership of Securities with respect to one
derivative transaction that took place on September 15, 2004.
On October 8, 2004, Director Cecil Andrus filed a Form 4 Statement of
Changes in Beneficial Ownership of Securities with respect to one security
transaction that took place on October 8, 2004.
On December 22, 2004, Company Officer Robert Grover filed a Form 4
Statement of Changes in Beneficial Ownership of Securities with respect to one
derivative transaction that took place on November 15, 2004.
On January 5, 2005, Chairman and Company Officer Anthony Maher filed a
Form 4 Statement of Changes in Beneficial Ownership of Securities with respect
to one derivative transaction that took place on January 4, 2005.
On January 5, 2005, Director Donald Farley filed a Form 4 Statement of
Changes in Beneficial Ownership of Securities with respect to one derivative
transaction that took place on January 4, 2005.
On January 5, 2005, Director Michael McMurray filed a Form 4 Statement
of Changes in Beneficial Ownership of Securities with respect to one
derivative transaction that took place on January 4, 2005.
On January 6, 2005, Director Cecil Andrus filed a Form 4 Statement of
Changes in Beneficial Ownership of Securities with respect to one derivative
transaction that took place on January 4, 2005.
Board of Directors Meetings.
In 2004, the Board of Directors held five (5) meetings, with all
directors attending all meetings. In addition, our Board of Directors adopted
several resolutions by unanimous consent without a meeting, in accordance with
Idaho law. In 2004, our audit committee held four (4) meetings.
Executive Compensation.
-----------------------
The following table shows the aggregate compensation exceeding $100,000
that we have paid to directors and executive officers for services rendered
during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
Anthony A. 3/31/05 120,000 0 0 0 * 0 0
Maher 3/31/04 120,000 0 0 0 0 0 0
President
Director
Options/SAR Grants.
-------------------
The Company has granted the following options as of March 31, 2005:
Amount
Date of Issue Issue Amount Expired/ Amount
Description Grant Number Price Exercised Cancelled
Outstanding
---------------- -------- --------- -------- --------- --------- ----------
1) Board Members 12-10-01 1,000,000 $ 0.30 0 (250,000) 750,000
2) Board Members 06-03-02 1,000,000 $ 0.16 0 (250,000) 750,000
3) Employees 07-01-02 335,000 $ 0.16 0 (10,000) 325,000
4) Employee 08-15-02 5,000 $ 0.16 0 0 5,000
5) Board Members 10-21-02 499,998 $ 0.09 0 (166,666) 333,332
6) Board Members 05-15-03 892,855 $ 0.07 (250,000) (214,285) 428,570
7) Employee 05-20-03 100,000 $ 0.07 0 0 100,000
8) Employee 07-25-03 25,000 $ 0.10 0 0 25,000
9) Employee 09-05-03 150,000 $ 0.07 0 0 150,000
10) Employee 09-25-03 25,000 $ 0.15 0 0 25,000
11) Board Member 04-28-04 150,000 $ 0.15 0 0 150,000
12) Consultant 04-28-04 2,000,000 $ 0.10 (750,000)(1,250,000) 0
13) Consultant 04-28-04 4,000,000 $ 0.25 0 (4,000,000) 0
14) Consultant 04-28-04 200,000 $ 0.10 0 (200,000) 0
15) Consultant 04-28-04 200,000 $ 0.20 0 (200,000) 0
16) Consultant 04-28-04 200,000 $ 0.30 0 (200,000) 0
17) Consultant 04-28-04 200,000 $ 0.35 0 (200,000) 0
18) Board Members 09-14-04 80,358 $ 0.14 0 0 80,358
19) Board Members 09-14-04 93,750 $ 0.12 0 0 93,750
20) Board Members 09-14-04 112,500 $ 0.10 0 0 112,500
21) Board Members 09-14-04 48,912 $ 0.23 0 0 48,912
22) Board Members 09-14-04 57,692 $ 0.26 0 0 57,692
23) Employee 07-29-04 153,533 $ 0.15 0 0 153,533
24) Employee 08-10-04 50,000 $ 0.13 0 0 50,000
25) Employee 07-10-04 50,000 $ 0.13 0 0 50,000
26) Employee 07-01-04 25,000 $ 0.31 0 0 25,000
27) Consultant 07-29-04 5,000 $ 0.15 0 0 5,000
28) Employee 11-15-04 100,000 $ 0.10 0 0 100,000
29) Board Members 01-04-05 315,792 $ 0.10 0 0 315,792
30) Consultant 01-06-05 4,500 $ 0.10 0 0 4,500
31) Employee 06-01-04 75,000 $ 0.31 0 0 75,000
32) Employee 06-14-04 250,000 $ 0.31 0 0 250,000
33) Employee 06-01-04 50,000 $ 0.31 0 0 50,000
34) Employee 06-01-04 75,000 $ 0.31 0 0 75,000
35) Employee 06/16/04 150,000 $ 0.31 0 0 150,000
---------- --------- ---------- ----------
12,679,890 (1,000,000) 6,940,951 4,738,939
========== ========= ========== ==========
Amount Exercisable 4,820,019
==========
Pension Table.
--------------
None.
Compensation of Directors.
--------------------------
Each fiscal year, the Board of Directors sets the dollar amount for the
compensation of outside directors for their services. Said compensation shall
be in the form of freely tradable PCS common stock at its then bid price, or
in the form of stock options to purchase PCS common stock at its then current
bid price. For fiscal years 2005 and 2004, the Board of Directors set the
amounts of $15,000 for each of said fiscal years.
Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from PCS, with respect to any person named in Cash Compensation set
out above which would in any way result in payments to any such person because
of his resignation, retirement, or other termination of such person's
employment with PCS or its subsidiaries, or any change in control of PCS, or a
change in the person's responsibilities following a change in control of PCS.
Stock Option Plan.
------------------
In May 2004, PCS filed a Form S-8 Registration Statement for a
Non-Qualified Stock Option Plan. The plan allows PCS to issue up to
10,000,000 shares of the authorized common stock, no par value per share. The
stock options offered pursuant to the Plan are intended to be options that do
not satisfy the requirements for Incentive Options within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended.
The Board of Directors shall administer the Plan, determine to whom
Options shall be granted, the time when options shall be granted, the number
of shares which shall be subject to each Option, the purchase price or
exercise price of each share which shall be subject to each Option, the period
during which Options shall be exercisable, and any other terms or provisions
of the Options. The Board of Directors shall also construe the Plan and the
Options; prescribe, amend, and rescind rules and regulations relating to the
Plan, and make all other determinations necessary for administering the Plan.
On April 28, 2004, PCS entered into an Options agreement with a
consultant. The agreement granted the consultant Options to purchase
6,000,000 shares of the Company's no par value common stock. The purchase, or
exercise, price was $0.10 per share for the first 2,000,000 shares and $0.25
per share for the remaining 4,000,000 shares. Of said Options, 750,000 were
exercised and the remaining 5,250,000 expired on April 28, 2005.
On April 28, 2004, PCS entered into an Options agreement with a
consultant. The agreement granted the consultant Options to purchase 800,000
shares of the Company's no par value common stock. The purchase, or exercise,
price was between $0.10 and $0.35 per share. All 800,000 Options expired
unexercised on April 28, 2005.
To date, PCS has not issued any further Options related to the Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE
ABOVE-NAMED NOMINEES FOR DIRECTORS OF THE COMPANY.
ITEM NO. 2
RETENTION OF HJ & ASSOCIATES, LLC AS INDEPENDENT AUDITORS
The Board of Directors has selected HJ & Associates, LLC as
independent auditors for the fiscal year ending March 31, 2006. To the
knowledge of PCS, at no time has HJ & Associates, LLC had any
direct or indirect financial interest in or any connection with PCS
other than as independent public accountants. It is anticipated that
representatives of HJ & Associates, LLC will not be present at the
Annual Meeting.
HJ & Associates, LLC, of Salt Lake City, Utah, audited our financial
statements for the fiscal year ended March 31, 2005, and reviewed our
financial statements for the quarterly period ended June 30, 2005; these
financial statements respectively accompanied our Form 10-KSB Annual Report
for the year ended March 31, 2005, and our Form 10-QSB Quarterly Report for
the quarter ended June 30, 2005, which have been filed with the Securities and
Exchange Commission.
The following table indicates the amount that HJ & Associates, LLC has
billed PCS for all work that it has performed for PCS during these periods:
The following is a summary of the fees billed to PCS by its principal
accountants during the fiscal years ended March 31, 2005, and March 31, 2004:
Fee category 2005 2004
------------ ---- ----
Audit fees $32,500 $19,845
Audit-related fees $ 0 $ 0
Tax fees $ 0 $ 0
All other fees $ 0 $ 0
Total fees $32,500 $19,845
Audit fees. Consists of fees for professional services rendered by
our principal accountants for the audit of our annual financial statements
and the review of financial statements included in our Forms 10-QSB or
services that are normally provided by our principal accountants in connection
with statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under
"Audit fees."
Tax fees. Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above. The fees disclosed in this
category include due diligence, preparation of pro forma financial statements
as a discussion piece for a Board member, and preparation of letters in
connection with the filing of Current Reports on Form 8-K.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
The Company's Audit Committee Charter provides for the approval, in
advance of their performance, of all professional services to be provided to
the Company by its independent auditor, provided that the audit committee
shall not approve any non-audit services proscribed by Section 10A(g) of the
Securities Exchange Act of 1934, as amended, in the absence of an applicable
exemption. The audit committee may delegate to a designated member or members
of the audit committee the authority to approve such services so long as any
such approvals are disclosed to the full audit committee as its next scheduled
meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMMON STOCKHOLDERS
VOTE TO APPROVE HJ & ASSOCIATES AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
COMING YEAR.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the election of our
directors for the coming year or the retention of HJ & Associates, LLC as our
independent auditors for the coming year.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the election of directors for the coming year or the retention
of HJ & Associates, LLC as our independent auditors for the coming
year that is not shared by all stockholders, with the exception that only the
persons who are elected directors at the Annual Meeting will serve in that
capacity.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a vote was
required to have been held regarding the election of our directors for the
coming year and the retention of our auditors for the coming year consist of
shares of our common stock. Each share of our common stock is entitled to one
vote. The number of outstanding shares of our common stock at the close of
business on August 19, 2005, the record date for determining our stockholders
who would have been entitled to notice of and to vote on these matters, was
28,012,567.
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth information concerning the beneficial
ownership of PCS common stock as of June 29, 2005, by each director and
executive officer, all directors and officers as a group, and each person
known to PCS to beneficially own 5% or more of its outstanding common stock.
Name and Address Percentage
of Beneficial Owner Shares Owned(1) Owned(1)
------------------- --------------- --------
Anthony A. Maher 2,346,147(3) 7.35%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Robert O. Grover 740,000(4) 2.32%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Donald J. Farley 1,823,632(5) 5.71%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Cecil D. Andrus 1,084,765(6) 3.40%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
Michael K. McMurray 263,641(7) (2)
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
Christina M. Vaughn 350,000(8) 1.10%
345 Bobwhite Court, Suite 200,
Boise, Idaho 83706
All officers and Directors as a
group 6,608,185 20.69%
(6 persons)
(1) Based upon 28,402,585 shares of common stock issued and outstanding
as of June 29, 2005, including 3,538,441 shares that may be issued upon the
exercise of currently exercisable options, for a total number of shares
outstanding of 31,941,026, calculated in accordance with Rule 13d-3
promulgated under the Exchange Act. It also includes shares owned by (i) a
spouse, minor children or by relatives sharing the same home, (ii) entities
owned or controlled by the named person and (iii) other persons if the named
person has the right to acquire such shares within 60 days by the exercise of
any right or option. Unless otherwise noted, shares are owned of record and
beneficially by the named person.
(2) Under 1 percent.
(3) These shares include (i) 1,850,211 shares owned of record by Mr.
Maher, (ii) 10,000 shares owned by Louise Maher, (iii) 19,500 shares which are
beneficially owned by a family limited liability named Sullivan Maher for
which Mr. Maher acts as a manager (iv) 54,500 shares owned by the Nick Maher
foundation of which Mr. Maher is a trustee, (v) 59,000 shares owned by E.L.
Sullivan which are voted by Mr. Maher pursuant to an irrevocable proxy, (vi)
250,000 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.07 through May
15, 2007, (vii) 166,666 shares which may be issued upon the exercise of
currently exercisable stock options; these options are exercisable at $.10
through October 21, 2012, and (viii) 20,270 shares which may be issued upon
the exercise of currently exercisable stock options; these options are
exercisable at $.19 through April 1, 2016.
(4) These shares include (i) 315,000 shares owned of record by Mr.
Grover, (ii) 75,000 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.16 per share and
are exercisable through December 31, 2005, (iii) 250,000 shares which may be
issued upon the exercise of currently exercisable stock options; these options
are exercisable at $.31 through June 14, 2009, and (iv) 100,000 shares which
may be issued upon the exercise of currently exercisable stock options; these
options are exercisable at $.10 through November 15, 2009.
(5) These shares include (i) 722,000 shares owned of record by Mr.
Farley, (ii) 9,000 shares in the name of Ryan Farley, (iii) 9,000 shares in
the name of Brandon Farley, (iv) 250,000 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.30 per share and are exercisable through December 2011, (v) 250,000
shares which may be issued upon the exercise of currently exercisable stock
options; these options are exercisable at $.16 per share and are exercisable
through June 3, 2012, (vi) 214,285 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.07 through May 15, 2013, and (vii) 166,666 shares which may be issued
upon the exercise of currently exercisable stock options; these options are
exercisable at $.10 through October 21, 2012, (viii) 26,786 shares which may
be issued upon the exercise of currently exercisable stock options; these
options are exercisable at $.14 through September 22, 2014, (ix) 31,250 shares
which may be issued upon the exercise of currently exercisable stock options;
these options are exercisable at $.12 through September 22, 2014, (x) 37,500
shares which may be issued upon the exercise of currently exercisable stock
options; these options are exercisable at $.10 through September 22, 2014,
(xi) 16,304 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.23 through
September 22, 2014, (xii) 14,423 shares which may be issued upon the exercise
of currently exercisable stock options; these options are exercisable at $.26
through September 22, 2014, (xiii) 78,948 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.10 through January 4, 2015, (xiv) 20,270 shares which may be issued upon
the exercise of currently exercisable stock options; these options are
exercisable at $.19 through April 1, 2016.
(6) These shares include (i) 123,333 shares owned of record by Mr.
Andrus, and (ii) 214,285 shares which may be issued upon the exercise of
currently exercisable stock options; these options are exercisable at $.07
through May 15, 2013, and (iii) 166,666 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.10 through October 21, 2012, (iv) 100,000 shares which may be issued upon
the exercise of currently exercisable stock options; these options are
exercisable at $.30 through December 31, 2011, (v) 250,000 shares which may be
issued upon the exercise of currently exercisable stock options; these options
are exercisable at $.16 per share and are exercisable through June 3, 2012,
(vi) 26,786 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.14 through
September 22, 2014, (vii) 31,250 shares which may be issued upon the exercise
of currently exercisable stock options; these options are exercisable at $.12
through September 22, 2014, (viii) 37,500 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.10 through September 22, 2014, (ix) 16,304 shares which may be issued
upon the exercise of currently exercisable stock options; these options are
exercisable at $.23 through September 22, 2014, (x) 14,423 shares which may be
issued upon the exercise of currently exercisable stock options; these options
are exercisable at $.26 through September 22, 2014, (xi) 78,948 shares which
may be issued upon the exercise of currently exercisable stock options; these
options are exercisable at $.10 through January 4, 2015, (xii) 20,270 shares
which may be issued upon the exercise of currently exercisable stock options;
these options are exercisable at $.19 through April 1, 2016.
(7) These shares include (i) 150,000 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.15 through April 22, 2014, (ii) 14,423 shares which may be issued upon
the exercise of currently exercisable stock options; these options are
exercisable at $.26 through September 22, 2014, (iii) 78,948 shares which may
be issued upon the exercise of currently exercisable stock options; these
options are exercisable at $.10 through January 4, 2015, (iv) 20,270 shares
which may be issued upon the exercise of currently exercisable stock options;
these options are exercisable at $.19 through April 1, 2016.
(8) These shares include (i) 50,000 shares which may be issued upon the
exercise of currently exercisable stock options; these options are exercisable
at $.16 per share and are exercisable through December 31, 2005 and (ii)
150,000 shares which may be issued upon the exercise of currently exercisable
stock options; these options are exercisable at $.07 through September 15,
2007, (iii) 150,000 shares which may be issued upon the exercise of currently
exercisable stock options; these options are exercisable at $.31 through June
16, 2009.
Unless otherwise noted above, PCS believes that all persons named
in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. For purposes hereof, a person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options or the conversion of convertible securities. Each beneficial owner's
percentage ownership is determined by assuming that any warrants, options or
convertible securities that are held by such person (but not those held by any
other person) and which are exercisable within 60 days from the date hereof,
have been exercised.
VOTE REQUIRED FOR APPROVAL AND EFFECTIVE DATE
Vote Required for Approval.
---------------------------
Idaho Law.
-------------
The Idaho Business Corporation Act (the "Idaho Act") requires the
approval of stockholders who hold at least a majority of the voting power
present at a meeting at which a quorum is present to effectuate all of the
proposals. This solicitation is being made by the Company and it will bear
the cost of preparing, printing and mailing each of these documents and of the
solicitation of proxies. Solicitation will be made by mail. The Company will
request brokers, custodians, nominees and other like parties to forward copies
of proxy materials to beneficial owners of the Company's Common Stock and will
reimburse such parties for their reasonable and customary charges or expenses
in this regard.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH OF THE
AFOREMENTIONED PROPOSALS.
Record Date and Outstanding Shares.
The Board of Directors has fixed August 19, 2005, as the Record Date for
the determination of holders of Common Stock entitled to notice of and to vote
at the Annual Meeting and any adjournment thereof. At the close of business on
that date there were 28,012,567 shares of common stock outstanding and
entitled to vote. Holders of Common Stock will be entitled to one vote per
share held and will not be entitled to cumulative voting.
Proxies and Revocability of Proxies.
The enclosed proxy is being solicited by the Board of Directors for use
at the Annual Meeting and any adjournments thereof and will not be voted at
any other meeting. All proxies that are properly executed, received by the
Company prior to or at the Annual Meeting, and not properly revoked will be
voted at the Annual Meeting or any adjournment thereof in accordance with the
instructions given therein. Any proxy given pursuant to this solicitation may
be revoked by the person giving it at any time before it is voted. Proxies may
be revoked by (i) filing with Anthony Maher, the Company's President and CEO,
at or before the taking of the vote at the Annual Meeting, a written notice of
revocation bearing a later date than the date of the proxy; (ii) duly
executing a subsequent proxy relating to the same shares and delivering it to
Anthony Maher before the Annual Meeting; or (iii) attending the Annual Meeting
and voting in person (although attendance at the Annual Meeting will not in
and of itself constitute a revocation of a proxy). Any written notice revoking
a proxy should be sent to 345 Bobwhite Court, Suite 200, Boise, Idaho 83706,
Attention: Anthony Maher, or hand delivered to Anthony Maher, at or before the
taking of the vote at the Annual Meeting.
Voting Procedures.
The presence in person or by proxy of a majority of the voting power at
the Annual Meeting is required to constitute a quorum for the transaction of
business at the Annual Meeting. Abstentions and broker non-votes will be
considered represented at the Annual Meeting for the purpose of determining a
quorum, but because they will not be voted in favor of any of the proposals to
be voted on, they will effectively serve as a vote against each. The shares
represented by each proxy will be voted in accordance with the instructions
given therein. Where no instructions are indicated, the proxy will be voted in
favor of all matters to be voted on as set forth in the proxy and, at the
discretion of the persons named in the proxy, on any other business that may
properly come before the Annual Meeting. Each stockholder will be entitled to
one vote for each share of Common Stock held and will not be entitled to
cumulate votes in the election of directors. The retention of HJ & Associates
as the Company's Independent Financial Auditors will be approved if a majority
of the shares represented at the Annual Meeting and entitled to vote thereon
votes in favor thereof. Shares that are authorized but not yet issued will not
be entitled to vote at the Annual Meeting.
Other Matters.
The Board of Directors is not aware of any business other than the
aforementioned matters that will be presented for consideration at the Annual
Meeting. If other matters properly come before the Annual Meeting, it is the
intention of the person named in the enclosed proxy to vote thereon in
accordance with his best judgment.
Deadline for Submitting Stockholder Proposals.
June 1, 2006, is the deadline for submitting stockholder proposals for
inclusion in the Company's proxy statement and form of proxy for its next
Annual Meeting. After June 1, 2006, notice of a stockholder proposal submitted
outside the processes of Rule 14a-8 of the Securities and Exchange Commission
shall be considered untimely.
Effective Date of Actions.
--------------------------
The effective date of the actions covered hereby will be at least 21
days from the mailing of this Proxy Statement to our stockholders, or
following our Annual Meeting, whichever is later.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
September 29, 2005 By Order of the Board of Directors
/s/Anthony A. Maher
Anthony A. Maher,
Director and President
APPENDIX A
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF
PCS EDVENTURES!.COM, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of
PCS Edventures!.Com, Inc., an Idaho corporation, will be held at the offices
of the Corporation, 345 Bobwhite Court, Suite #200, Boise, Idaho, on Friday,
October 14, 2005 at 10:00 a.m. local time.
The purpose and matters to be acted upon at the Annual Meeting are as
follows:
1. To elect Directors. The Nominating Committee of the Company has
nominated: Anthony A. Maher, Cecil Andrus, Michael McMurray and Donald J.
Farley to serve as directors each for one year terms.
2. To re-appoint HJ & Associates as the Company's Independent Financial
Auditors. This firm has acted as the Company's independent auditors for the
past year.
3. To transact such other business as may come before the Annual Meeting.
Shareholders not able to attend the Annual Meeting in person are
requested to sign and mail the enclosed Proxy at once, or fax to PCS at
208.343.1321. Please insure that your response is received here on or before
October 14, 2005.
DATED this 29th day of September, 2005.
/s/Anthony A. Maher
___________________________________
Anthony A. Maher, Chairman, President & CEO
PCS Edventures!.Com, Inc.
PROXY
FOR ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD OCTOBER 14, 2005
This Proxy Is Solicited by Management of the Company.
The undersigned stockholder of PCS Edventures!.Com, Inc. (the "Company"),
hereby appoints Anthony A. Maher or __________________________ as proxy-holder
for and on behalf of the undersigned to attend the Annual Meeting of
Stockholders to be held October 14, 2005 at 10:00 a.m. and to vote said
shareholder's shares as follows:
I direct that my proxy vote as follows:
1. On a proposal to elect Cecil D. Andrus, Anthony A. Maher, Donald J.
Farley and Michael McMurray to the Board of Directors until the next Annual
Meeting.
_____ For _____ Against ____ Abstain
2. On a resolution ratifying all actions of the Directors taken in good
faith for the benefit of the Company since the last Annual Meeting of
Shareholders.
_____ For _____ Against ____ Abstain
3. On a resolution ratifying the re-selection of HJ Associates as the
Company's financial auditors.
_____ For _____ Against _____ Abstain
I authorize my proxy to vote as his discretion may dictate on the transaction
of such other business as may properly come before the Annual Meeting or any
adjournments thereof.
In the event Anthony A. Maher is unable to attend this Annual Meeting, then
Donald J. Farley shall be authorized to vote these shares in his place in the
above-prescribed manner with all of the discretion otherwise to be held by Mr.
Maher.
The undersigned hereby revokes any Proxy previously given, and incorporates by
reference the provisions of the instructions following this proxy.
_____________________________ ______________________
Print Name of Shareholder Number of Shares
_____________________________ _______________________
Signature of Shareholder Date
Address:
__________________________________________________________________________
Street or P.O. Number City State Zip