SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act March 27, 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 (Commission File No.) (IRS Employer I.D. No.) Jurisdiction) 345 Bobwhite Court, Suite 200 Boise, Idaho 83706 ------------------ (Address of Principal Executive Offices) (208) 343-3110 -------------- Registrant's Telephone Number 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 1.01. Entry into a Material Definitive Agreement. On March 27, 2007, PCS Edventures!.com, Inc. (PCS) entered into a License Agreement for Educational Curriculum and Content with Global Techniques dba PCS Middle East (PCS ME). The License Agreement allows PCS ME to utilize and reprint copies of a portion of the PCS BrickLab(r) curriculum, namely PCS BrickLab(r) ITEA Grade Series Level 1, 2, 3, and 4, and PCS BrickLab(r) Survey Level 5 in up to 5,500 sites within the Kingdom of Saudi Arabia. For use of this portion of the PCS BrickLab(r) curriculum, PCS ME has agreed to pay PCS the sum of Seven Million One Hundred Fifty Thousand and No/100 US Dollars ($7,150,000). Full payment was expected to be received in a single sum payment no later than May 15, 2007. However, PCS ME experienced delays within the Kingdom of Saudi Arabia. These delays caused a postponement in payment to PCS ME, thus causing delays in payment to PCS. These delays stemmed from the uniqueness of the project, wherein the Royal Council and the Ministry of Education held special meetings to discuss, finalize, and assign this project. Upon receipt of payment from PCS ME, the Company will file Amendment 2 to this 8K notifying all persons of receipt of payment. The License Agreement is in conjunction with the Global Techniques International Distribution Agreement between PCS Edventures!.com, Inc. (PCS) and Global Techniques, wherein PCS agreed to allow Global Techniques to be the exclusive distributor of PCS products in the Middles East, specifically Algeria, Bahrain, Egypt, Iran, Iraq, Jordan, Lebanon, Libya, Kuwait, Oman, the Palestinian Territories, the Kingdom of Saudi Arabia, Syria, Tunisia, Turkey, Qatar, the United Arab Emirates, and Yemen. The International Distribution Agreement is for a term of twenty-five (25) years, after which time it will automatically renew for ten (10) year periods. Item 9.01. Financial Statements and Exhibits. c) Exhibits. The following exhibits are attached pursuant to Item 601 of Regulation S-B (17 CFR 228.601) and Instructions B.2 of this form. Exhibit No. Exhibit Description ----------- -------------------- 99.1 Press Release dated March 28, 2007. * Summaries of any exhibit are modified in their entirety by this reference to each exhibit. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. PCS EDVENTURES!.COM, INC. Date: 05/16/2007 /Anthony A. Maher/ ------------ ------------------------------------ Anthony A. Maher, President, Chairman and Chief Executive Officer