PTSH+OTC+mal anderst(der12te)
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PTSH hält 1,300,000,000 Aktien
0.0022 x 1,300,000,000 = 2.860.000 Dollar
MK von PTSH ca. 2.000.000 Dollar
Eine MK von 4.000.000 Dollar von PTSH wäre angebracht, da PTSH auch noch die GloveBox Inc. und China Disability Access Corp. hält
Vogelgrippe in Großbritannien
Hochansteckendes H5N1-Virus bestätigt
Zum zweiten Mal innerhalb kurzer Zeit gibt es in Europa ein Vogelgrippe-Fall: Auf einer Geflügelfarm in Großbritannien wurde das auch für Menschen gefährliche H5N1-Virus nachgewiesen. Zehntausende Truthähne werden notgeschlachtet.
Truthähne werden in Kästen verladen, um zur Notschlachtung transportiert zu werden
Nach einem Fall in Ungarn vor zwei Wochen ist nun in Großbritannien der auch für Menschen gefährliche H5N1-Erreger auf einer Geflügelfarm in der südostenglischen Grafschaft Suffolk nachgewiesen worden. Bei dem Virus, der auf einem Hof mit 160.000 Truthähnen auftrat, handelt es sich um die hochansteckende asiatische Variante, wie das Londoner Umweltministerium mitteilte.
Vorsichtshalber wurden mehrere Dutzend Arbeiter, die auf der Farm in der Nähe der Gemeinde Holton mit dem Geflügel in Kontakt kamen, mit Medikamenten versorgt. Bislang sind auf der Truthahnfarm nach Angaben des Landwirtschaftsministeriums keine Menschen erkrankt.
Erst Ende Januar waren Tiere auf einer Gänsefarm in Ungarn vom H5N1-Virus befallen worden. Dies waren die ersten Vogelgrippe-Fälle in Europa in diesem Winter. Auf dem Truthahn-Hof in der Grafschaft Suffolk nordöstlich von London verendeten 2.500 Tiere. Die Behörden ordneten die Keulung des gesamten Bestandes an.
Behörden offenbar erst spät informiert
Es ist das erste Mal, dass H5N1 in Großbritannien bestätigt wurde, seit das Virus im März vergangenen Jahres bei einem wilden Schwan nachgewiesen worden war. Laut einem Zeitungsbericht verendeten die ersten Truthähne bereits am Dienstag. Erst zwei Tage später seien die Behörden informiert worden, schrieb der Sunday Telegraph.
Tödliche Grippeviren: Kommt aus Südchina die nächste Pandemie?
Die Brutstätte der Gefahr
Hunderte Katzen mit H5N1 infiziert
Vermutet wird, dass die Krankheit durch einen Wildvogel auf die Geflügelfarm eingeschleppt wurde. Die britische Gesundheitsministerin Patricia Hewitt sagte in einem Fernsehinterview, das Risiko einer Weiterverbreitung der Seuche sei „sehr gering“. „Aber wenn es dazu kommt, kann es sehr ernst werden.“
Rund um den Betrieb gilt nun eine Drei-Kilometer-Schutzzone, innerhalb derer alle Vögel getestet werden müssen. Der Zugang wird streng kontrolliert. Wer sich innerhalb der Zone aufhält, muss Schutzkleidung tragen. Alle Autos müssen desinfiziert werden, alle Vogelausstellungen in der Umgebung wurden verboten.
WHO bestätigt Vogelgrippe-Todesfall in Nigeria
Darüber hinaus wurde am Sonntag in der gesamten Region untersagt, Zuchtvögel mit wilden Vögeln in Kontakt kommen zu lassen. Das Verbot gilt für eine Fläche von mehr als 2000 Quadratkilometern. Die britische Regierung bezeichnete das Risiko einer Weiterverbreitung der Viren auf Menschen jedoch als gering. Es gebe keinerlei Grund für eine Panik.
Der stellvertretende Chef-Veterinär des Umweltministeriums, Andrew Landeg, sagte: „Es besteht gute Hoffnung, dass wir die Seuche unter Kontrolle halten können.“ Auf der betroffenen Farm werden Truthähne gezüchtet, die in britischen Supermärkten verkauft werden. Eigentümer Bernard Matthews war für einen Kommentar nicht zu erreichen. Der 76-Jährige kommt mit der Geflügelzucht auf einen Jahresumsatz von 400 Millionen Pfund (rund 600 Millionen Euro). Nach Auskunft von Experten besteht beim Verzehr des Fleisches jedoch keine Gefahr.
Die Weltgesundheitsorganisation (WHO) bestätigte unterdessen den ersten tödlichen Vogelgrippe-Fall in Nigeria. Tests im WHO-Labor in London belegten laut nigerianischen Regierungsangaben, dass eine kürzlich verstorbene Frau sich mit dem H5N1-Virus infiziert hatte. Nigeria hatte am Mittwoch bekannt gegeben, dass die 22-Jährige Mitte Januar einer Infektion mit dem Vogelgrippe-Erreger erlegen war.
Ausbreitung des Virus durch Zugvögel erwartet
In dem westafrikanischen Land wurde Vogelgrippe unter Geflügel schon in fast der Hälfte seiner Staaten nachgewiesen, vor dem jüngsten Fall war jedoch noch kein Überspringen des Erregers auf Menschen bekannt. Bisher wurden Vogelgrippe-Infektionen bei Menschen lediglich im Nordosten des Kontinents registriert: in Ägypten und Dschibuti. In Ägypten starben elf Menschen nach einer H5N1-Infektion.
Nach Angaben von WHO-Experte David Nabarro wird es in den kommenden Monaten weitere Vogelgrippe-Fälle bei Tieren geben. Der Grund sei vor allem eine Ausbreitung des Virus durch Zugvögel, sagte Nabarro im Interview der Nachrichtenagentur AP. Weltweit starben an dem Virus bislang mehr als 160 Menschen, die meisten davon in Asien.
Press Release Source: PTS, Inc.
PTS, Inc. Files Form 8K Disclosing Subsidiary\'s Contract with QSR Chain
Thursday February 8, 9:00 am ET
LAS VEGAS--(BUSINESS WIRE)--PTS, Inc. (OTCBBTSH - News) announced today that on February 5, 2007, PTS, Inc. filed a Form 8K with the Securities & Exchange Commission for the purpose of disclosing the entry into a material event, that being a material definitive agreement.
ADVERTISEMENT
The 8K included the following pertinent facts.
On January 11, 2007, PTS, Inc.\'s wholly owned subsidiary Disability Access Consultants, Incorporated (DAC) entered into a Consulting Agreement with a quick service restaurant group ("Client"). The Client\'s name cannot be disclosed due to the confidentiality clause in the agreement. Under the terms of the Consulting Agreement, effective January 11, 2007, DAC will provide services to the Client including (i) comprehensive and accurate accessibility compliance survey consulting services for selected restaurant locations; (ii) consulting and advising Client as an expert witness; (iii) report DAC\'s facts, conclusions and findings to Client; (iv) inspection services; and (v) a license to use the DAC Software in accordance with the terms and conditions of the software license agreement(s) which will include database relation services. In consideration of DAC\'s services performed, the Client will pay fees in excess of $5,000,000 (five million dollars).
In addition, PTS, Inc. stated that by now all entitled shareholders should have received the stock dividend of Disability Access Corporation (Pink SheetsBYC - News) at a ratio of 1:3. Shareholders who hold their shares of PTS, Inc. in "street name" with a brokerage firm, which is more typical, and do not yet have their dividend shares are asked to contact their respective broker dealer firm\'s customer service department. For those who have held their PTS, Inc. shares in certificate form and who have not received the Disability Access Corporation share distribution, you are asked to contact Peter Chin directly by emailing him at: psc3388@yahoo.com
Tuesday March 20, 9:00 am ET
LAS VEGAS--(BUSINESS WIRE)--PTS, Inc. (PTSH-OTCBB) today announced that its subsidiary, Disability Access Corporation (DAC) (DBYC-Pink Sheets), has been selected and contracted to provide American with Disability Act (ADA) inspections for a major international hotel chain. Confidentiality provisions restricts the release of the client's name, along with other contract details, however, this addition to the company's client list adds additional large client diversification to DAC. The initial engagement is expected to be completed within the second quarter of 2007.
ADVERTISEMENT
The company is also delighted to announce that current first quarter (Jan./Feb./March) revenues for DAC have already well exceeded the entire first quarter of 2006.
As of March 15, 2007, revenues were approximately $190,000. This compares with first quarter 2006, posting revenues of $134,347, representing an improvement of over 40%, with some of the quarter still to go.
The revenue growth trend the company has enjoyed thus far in the current calendar year is expected to continue for the balance of the year.
In reaction to the continued increasing demand for the company's services, the company continues to expand its professional service team. To accommodate the expanding demand for the company's inspection services, the company has had to expand the Las Vegas office accordingly.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[ X ]
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
Commission File No. 000-25485
PTS, INC.
(Name of small business issuer in its charter)
Nevada
88-0380544
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3355 Spring Mountain Road, Suite 66
Las Vegas, Nevada
89102
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (702) 327-7266
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common stock, par value $0.001 per share
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding twelve months (or 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ 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]
State issuer’s net revenues for its most recent fiscal year: $781,886.
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 20, 2007 was approximately $1,588,188 based upon the closing price of $0.0038 reported for such date on The OTC Bulletin Board.
As of March 30, 2007 the registrant had 467,781,824 outstanding shares of Common Stock.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
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TABLE OF CONTENTS
PART I
Item 1.
Description of Business
3
Item 2.
Description of Property
12
Item 3.
Legal Proceedings
13
Item 4.
Submission of Matter to a Vote of Security Matters
13
PART II
Item 5.
Market for Common Equity and Related Stockholder Matters
13
Item 6.
Management’s Discussion and Analysis or Plan of Operation
14
Item 7.
Financial Statements
21
Item 8.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
21
Item 8A.
Controls and Procedures
22
Item 8B.
Other Information
22
PART III
Item 9.
Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act
22
Item 10.
Executive Compensation
23
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
24
Item 12.
Certain Relationships and Related Transactions
25
Item 13.
Exhibits
25
Item 14.
Principal Accountant Fees and Services
27
Signatures
28
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PART I
FORWARD-LOOKING STATEMENTS
When used in this Form 10-KSB, in filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company\'s press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer of the Company, the words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any forward looking statements, which speak only as of the date made, are based on certain assumptions and expectations which may or may not be valid or actually occur, and which involve various risks and uncertainties. The Company\'s actual results for Future periods could differ materially from those anticipated or projected.
Unless otherwise required by applicable law, the Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
ITEM 1.
DESCRIPTION OF BUSINESS.
Company Overview
We were originally incorporated in the State of Nevada under the name Med Mark, Inc. on November 5, 1996. On June 29, 1998, we filed an amendment to our articles of incorporation changing our name to Elast Technologies, Inc. Pursuant to a merger agreement entered into on June 11, 2001, PTS, Inc. (“PTS”), a Nevada corporation, merged with Elast Technologies, Inc. PTS was the surviving company and we changed our name to PTS, Inc.
We were a development-stage company since our formation on June 12, 1996 until the second quarter of 2004. At that time we commenced planned operations and began generating revenue from the sale of the Flexiciser product, as described below.
On November 23, 2003, we acquired PTS Products International, Inc. (“PTSPI”). PTSPI was controlled by Peter Chin, our sole officer and director. PTSPI was incorporated on October 10, 2003 in the state of Nevada and, under a license agreement, currently holds the non-exclusive United States patent rights to manufacture, sell and distribute, under private label, an apparatus known as the Glove Box ™, pursuant to a license agreement. It also has acquired the exclusive rights in China, Malaysia, Singapore and Thailand and the right of first refusal for other countries to manufacture, sell and distribute, under private label, the Glove Box ™, pursuant to license agreements. The development of this product has not yet reached the point of manufacture. The success of any future Glove Box operations is dependent, in part, upon our ability to raise sufficient capital to complete development and testing of the Glove Box ™.
Effective November 8, 2004 we entered into a stock exchange agreement to acquire all of the outstanding stock of Glove Box ™, Inc. from two parties. In January, 2005 we issued 2,500,000 shares of Series B preferred stock and 7,500,000 shares of Series C preferred stock for all of the outstanding stock of The Glove Box, Inc. The preferred shares have been valued at an aggregate of $100,000. We also assumed net liabilities of $14,739. The Glove Box had no significant assets or operations, but owns the underlying technology to which we hold marketing licenses. We intend to continue to develop the technology. As a result of this acquisition, we now own the underlying Glove Box technology.
The Glove Box ™ solves a long standing contamination problem in hospitals and medical offices caused by the normal retrieval and donning of gloves from a standard glove box. With its patented, free-standing dispenser (looking much like a filing cabinet), user selects from three glove sizes, slips their hands through sealed openings into air-filled gloves, then hits a foot switch to release the gloves onto their hands. A significant benefit of the Glove Box ™ is its unique design feature that permits the dispensing of un-powdered gloves that, without the use of the Glove Box ™, are increasingly the cause of both contamination and communicable health problems. The first prototype was finished during the first quarter of 2004 and the test was successful. On March 10, 2006, Glove Box ™, Inc., was granted U.S. Patent number 6,953,130 for the Glove Box ™ product.
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The Glove Box ™ is considered to be in the medical equipment category and even though it is still a prototype it requires a permit from the Medical Ministry in China to import. The company is in the process of applying for the permit. We have had discussions with potential medical facilities in Beijing and Shanghai, China to do a joint venture in manufacturing and marketing. The Company anticipates completing a joint venture no later than the end of the fourth quarter of 2007.
Effective March 10, 2004, we amended our Articles of Incorporation to authorize 800,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. On September 13, 2004 we filed an additional amendment to authorize 1,800,000,000 shares of common stock, par value $0.001 per share and 200,000,000 shares of preferred stock, par value $0.001.
In March 2004, we agreed to purchase and sell Flexiciser units under an arrangement whereby the manufacturer paid the actual manufactured cost of the units, we jointly marketed the product and we divided profits equally with the manufacturer. Designed for the paraplegic and quadriplegic, as well as individuals who are unable to maintain movement through natural means, the Flexiciser provides passive, resistive exercise. We ceased sales of the Flexiciser units during the fourth quarter of 2004.
On May 26, 2004, we acquired PTS Technologies, Inc. (“PTSTI”). PTSTI was incorporated on May 21, 2004 in the state of Nevada. PTSTI’s The purchase price for PTSPI was 800,000 shares of Series A preferred stock.
Effective December 24, 2004, we entered into a stock purchase agreement with Global Links Corp., a Nevada corporation ("Global Links") to buy from Global Links all of the issued and outstanding shares of the capital stock of Global Links Card Services, Inc. (“GLCS”).
GLCS provided a one source solution for stored value cards. Through third party contractors, GLCS provides the design and production of physical cards, fulfillment of card orders to end users, banking relations, processing, and consulting services for the design and production of marketing material, and the overall design of stored value card programs. GLCS implemented its own Visa ™ Debit card program which became available on June 15, 2005. GLCS customers are marketing oriented entities with the financial capability to launch and execute card distribution programs.
Effective November 15, 2005, we entered into a stock exchange agreement with Disability Access Consultants, Inc., a California corporation (“DAC”). Pursuant to the agreement, we issued 1,000,000 shares of our Series E Preferred Stock to the stockholders of DAC and a secured promissory note of $50,000 to AXIA Group, Inc. for the outstanding stock of Disability Access Consultants, Inc. Upon closing, Barbara Thorpe was appointed as DAC’s president. AXIA Group, Inc. had originally agreed to acquire Disability Access Consultants, Inc. on August 19, 2005.
In December, 2005, we acquired substantially all of the outstanding stock of PTS Card Solutions, Inc. (“PTSCS”) (formerly Asia Pacific Mining Co.) for a cash payment of $1,035. PTSCS was an inactive corporation with no operations or significant assets. The purchase price was charged to expense in 2005. In 2006 PTSCS issued 5,000,000 shares of its Series A preferred stock to the Company in exchange for all of the outstanding common and preferred stock of GLCS, with GLCS thereby becoming a wholly owned subsidiary of PTS Card Solutions, Inc.
On October 8, 2006, James Brewer, an individual and president of GLCS elected to exercise his option to purchase all of the outstanding shares of common stock and series A preferred stock of GLCS held by the Company, pursuant to the terms of the option to purchase agreement dated December 24, 2004. On October 10, 2006, the Company, PTSCS and James Brewer agreed to assign all of the interest in GLCS consisting of 50,000,000 shares of common stock and 5,000,000 shares of series A preferred stock to James Brewer in exchange for a convertible note issued to the Company in the amount of $349,000. As a result, we no longer own an interest in GLCS. We determined that GLCS’ operations no longer fit with our objectives and would require substantial additional cash contributions in order to advance to profitability.
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On October 17, 2006 DAC entered into an Agreement and Plan of Merger (the “Agreement of Merger”) with Disability Access Corporation f/k/a Power-Save Energy Corp. ("Power Save") a Delaware corporation. Disability Access Corporation was acquired as a subsidiary of PTS. The Power Save acquisition was completed during October, 2006. The purchase price for Power Save was $150,000, which was paid in September. Since Power Save had no assets or operations at the date of acquisition, the entire purchase price has been charged to expense during the fourth quarter.
We originally acquired 150,000,000 shares of Disability Access Corporation. We then effected a stock split of Disability Access Corporation such that there are now 1,816,270,800 common shares outstanding. During December 2006, we distributed 126,189,788 shares of Disability Access Corporation to our stockholders on a pro rata basis. We now own approximately 90% of Disability Access Corporation.
Under the terms of the Agreement of Merger, DAC was to be merged with and into Disability Access Corporation, with DAC continuing as the surviving corporation. Upon further consideration, our Board of Directors has reconsidered the structure and has decided, for various business optimization purposes that, instead of merging DAC with Disability Access Corporation, DAC will become a wholly owned subsidiary of Disability Access Corporation.
Current Business Plan
Our current purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation which is registered under the Securities Exchange Act of 1934, as amended. We do not restrict our search to any specific business; industry or geographical location and we may participate in a business venture of virtually any kind or nature.
We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
As part of our investigation of potential merger candidates, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel and take other reasonable investigative measures, to the extent of our financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the opportunity, our relative negotiation strength and that of the other management.
We intend to concentrate on identifying preliminary prospective business opportunities that may be brought to our attention through present associations of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors.
5
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Our officer and director will meet personally with management and key personnel of the business opportunity as part of their investigation. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction, as required by the Exchange Act.
We will not restrict our search to any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or which is in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded or may seek other perceived advantages which we may offer.
Key Personnel
Our future financial success depends to a large degree upon the efforts of Mr. Peter Chin, our sole officer and director. Mr. Chin has played a major role in developing and executing our business strategy. The loss of Mr. Chin could have an adverse effect on our business and our chances for profitable operations. While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed. If we do not succeed in retaining and motivating our current employees and attracting new high quality employees, our business could be adversely affected. We do not maintain key man life insurance on the life of Mr. Chin.
Our Financial Results May Be Affected by Factors Outside of Our Control
Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from our projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.
We cannot predict with certainty our revenues and operating results. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.
Corporate Offices
Our executive office is located at 3355 Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102. For corporate information email psc3388@yahoo.com.
Changes in Our Corporate Structure
Effective January 6, 2005, we designated 20,000,000 shares of our preferred stock as the Series D Preferred Stock. The shares of Series D Preferred Stock, as originally designated by the January 6, 2005 filing, were redeemable. No dividend is payable to the holder of our Series D preferred stock. Each share of the Series D Preferred Stock was convertible to 200 shares of common stock. On all matters submitted to a vote of the holders of our common stock, including, without limitation, the election of directors, a holder of shares of the Series D Preferred Stock is entitled to the number of votes on such matters equal to the number of shares of the Series D Preferred Stock held by such holder multiplied by the number of shares of the common stock into which each such share of the Series D Preferred Stock shall then be convertible.
Effective April 5, 2005, we also filed a Certificate of Amendment to the Certificate of Designation for our Series C Preferred Stock. The Certificate of Amendment to the Certificate of Designation contained a new provision regarding conversion, which specified that no holder of the Series C Preferred Stock may hold more than 4.99 percent of the issued and outstanding shares of the Common Stock, in the aggregate, following any conversion of our Series C Preferred Stock into shares of our common stock. The Certificate of Amendment to the Certificate of Designation also amended the terms of the Series C preferred stock to provide for no redemption of the Series C Preferred Stock.
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Effective April 5, 2005, we filed a Certificate of Amendment to the Certificate of Designation for our Series D Preferred Stock. The Certificate of Amendment to the Certificate of Designation contained a new provision regarding conversion, which specified that no holder of the Series D Preferred Stock may hold more than 4.99 percent of the issued and outstanding shares of the Common Stock, in the aggregate, following any conversion of our Series D Preferred Stock into shares of our common stock. The Certificate of Amendment to the Certificate of Designation also amended the terms of the Series D Preferred Stock to provide for no redemption of the Series D Preferred Stock.
Effective June 13, 2005, we filed a Certificate of Amendment to the Certificate of Designation for our Series D preferred stock. The Certificate of Amendment to the Certificate of Designation contained a new provision regarding conversion, which specified the shares of the Series D Preferred Stock shall not be convertible into shares of Common Stock, Preferred Stock, or any other securities of the Company. The Certificate of Amendment to the Certificate of Designation also amended the voting provisions. On all matters submitted to a vote of the holders of the Common Stock, including, without limitation, the election of directors, a holder of shares of the Series D Preferred Stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series D Preferred Stock held by such holders multiplied by 200.
Effective November 10, 2005, we filed a Certificate of Amendment to the Certificate of Designation for our Series C Preferred Stock. The Certificate of Amendment to the Certificate of Designation contained a new provision regarding conversion, which specified that no holder of the Series C Preferred Stock may hold more than 4.99 percent of the issued and outstanding shares of the Common Stock, in the aggregate, following any conversion of our Series C Preferred Stock into shares of our common stock. The Certificate of Amendment to the Certificate of Designation also amended the Voting. The holders of the Series C Preferred Stock shall have no voting rights on any matter submitted to the stock holders of the Company for their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules.
Effective November 15, 2005, we designated 5,000,000 shares our preferred stock as the Series E Preferred Stock. No dividend is payable to the holders of our Series E Preferred Stock. Each share of the Series E Preferred Stock is convertible into one dollar ($1.00) worth of common stock. The holders of the Series E Preferred Stock shall have no voting rights on any matter submitted to the stock holders of the Company for their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules.
Effective November 15, 2005, we designated 5,000,000 share of our preferred stock as the Series F Preferred Stock. The Series F Preferred Stock has redeemable rights. Dividends are payable to the holders of our Series F Preferred Stock. The number of underlying shares of the common stock issuable upon any conversion hereunder shall be calculated by multiplying the number of shares of the Series F Preferred Stock to be converted times $1.00 dividing the product thus obtained by the per share conversion price. The holders of the Series F Preferred Stock shall have no voting rights on any matter submitted to the stock holders of the Company for their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. No shares of our Series F Preferred stock are issued or outstanding.
Effective December 29, 2006, we filed a Certificate of Amendment to the Certificate of Designation for our Series A preferred stock. The Certificate of Amendment increased the conversion rate from 50 to 75 shares of common stock for each share of Series A preferred stock. All other preferences remain the same.
Effective December 29, 2006, we filed a Certificate of Amendment to the Certificate of Designation for our Series B preferred stock. The Certificate of Amendment increased the conversion rate from 10 to 15 shares of common stock for each share of Series B preferred stock. All other preferences remain the same.
Effective December 29, 2006, we filed a Certificate of Amendment to the Certificate of Designation for our Series C preferred stock. The Certificate of Amendment increased the conversion rate from 10 to 15 shares of common stock for each share of Series C preferred stock. All other preferences remain the same.
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Employees
During the fiscal year ended December 31, 2006 PTS had 3 employees. Through our subsidiaries, we have an additional 3 full time employees who serve in administrative positions and 14 full time employees serving in sales and staff positions. Management intends to hire additional employees only as needed and as funds are available. In such cases compensation to management and employees will be considered with prevailing wages for services rendered.
Risk Factors
Need for ongoing financing.
We will need additional capital to continue our operations and will endeavor to raise funds through the sale of equity shares and revenues from operations.
There can be no assurance that we will continue to generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on our financial position and results of operations and ability to continue as a going concern. Our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products. There can be no assurance that additional private or public finances, including debt or equity financing, will be available as needed or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock.
Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations.
If we raise additional funds by issuing equity securities, existing stockholders may experience a dilution in their ownership. In addition, as a condition to giving additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders.
Business concentration.
During the year the ended December 31, 2006, the Company’s subsidiary DAC enjoyed revenues from a broad spectrum of clients with no one client exceeding 13% of the Company’s gross revenue. The Company continues to grow its client base across different industry types and strives to balance its customer base between the public and private sector. The Company management continues to concentrate its efforts on client diversification and expansion in order to expand its revenue basis and to replace completed client customer basis reductions.
Inflation.
In our opinion, inflation has not had a material effect on our financial condition or results of our operations.
Trends, risks and uncertainties.
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
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Cautionary factors that may affect future results.
We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business and our products. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.
Potential fluctuations in quarterly operating results.
Our quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including the demand for our services, seasonal trends in purchasing, the amount and timing of capital expenditures; price competition or pricing changes in the industry; technical difficulties or system downtime; general economic conditions, and economic conditions specific to our industry. Our quarterly results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters. Particularly at our early stage of development, occurrences such as accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that our operating results will fall below our expectations or those of investors in some future quarter.
Lack of independent directors.
We cannot guarantee that our board of directors will have a majority of independent directors in the future. In the absence of a majority of independent directors, our executive officers, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between us and our stockholders generally and the controlling officers, stockholders or directors.
Limitation of liability and indemnification of officers and directors.
Our officer and directors are required to exercise good faith and high integrity in our management affairs. Our articles of incorporation provide, however, that our officer and directors shall have no liability to our stockholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they violated their duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction. Our articles and bylaws also provide for the indemnification by us of the officer and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, our best interests, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations.
Management of potential growth.
We may experience rapid growth which will place a significant strain on our managerial, operational, and financial systems resources. To accommodate our current size and manage growth, we must continue to implement and improve our financial strength and our operational systems, and expand, train and manage our sales and distribution base. There is no guarantee that we will be able to effectively manage the expansion of our operations, or that our facilities, systems, procedures or controls will be adequate to support our expanded operations. Our inability to effectively manage our future growth would have a material adverse effect on us.
We pay no cash dividends.
We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any earnings for funding growth; however these plans may change depending upon capital raising requirements.
Quantitative and qualitative disclosure about market risk.
We believe that we do not have any material exposure to interest or commodity risks. Our financial results are quantified in U.S. dollars and our obligations and expenditures with respect to our operations are incurred in U.S. dollars. Although we do not believe we currently have any materially significant market risks relating to our operations resulting from foreign exchange rates, if we enter into financing or other business arrangements denominated in currency other than the U.S. dollars, variations in the exchange rate may give rise to foreign exchange gains or losses that may be significant.
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We do not use financial instruments for trading purposes and we are not a party to any leverage derivatives.
Risks Relating to Our Business
We are not likely to succeed unless we can overcome the many obstacles we face.
As an investor, you should be aware of the difficulties, delays and expenses we encounter, many of which are beyond our control, including unanticipated market trends, employment costs, and administrative expenses. We cannot assure our investors that our proposed business plans as described in this report will materialize or prove successful, or that we will ever be able to finalize development of our products or services or operate profitably. If we cannot operate profitably, you could lose your entire investment. As a result of the nature of our business, initially we expect to sustain substantial operating expenses without generating significant revenues.
Our auditors have stated we may not be able to stay in business.
Our auditors have issued a going concern opinion, which means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our acquisition strategy involves a number of risks.
We intend to pursue growth through the opportunistic acquisition of companies or assets that will enable us to expand our service lines to provide more cost-effective customer solutions. We routinely review potential acquisitions. This strategy involves certain risks, including difficulties in the integration of operations and systems, the diversion of our management’s attention from other business concerns, and the potential loss of key employees of acquired companies. We may not be able to successfully acquire, and/or integrate acquired businesses into our operations.
Risks Relating to Our Stock
We may need to raise additional capital. If we are unable to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely affected.
Due to the lack of significant revenue, we need to secure adequate funding. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and services and our business will most likely fail. We do not have commitments for additional financing. To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all.
Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations which would have a material negative effect on operating results and most likely result in a lower stock price.
Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that you may not be able to sell your shares at or above the price that you pay for the shares.
Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. During 2005 and 2006, our common stock was sold and purchased at prices that ranged from a high of $1.10 to a low of $0.002 per share. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity because the price for our common stock may suffer greater declines due to its price volatility.
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The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:
·
Variations in our quarterly operating results;
·
The development of a market in general for our products and services;
·
Changes in market valuations of similar companies;
·
Announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
·
Loss of a major customer or failure to complete significant transactions;
·
Additions or departures of key personnel; and
·
Fluctuations in stock market price and volume.
Additionally, in recent years the stock market in general, and the OTC Bulletin Board and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.
Over the past few months, there have been periods of significant increases in trading volume of our common stock during which the price of our stock has both increased and decreased. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this report does not necessarily portend what the trading price of our common stock might be in the future.
Our directors have the right to authorize the issuance of preferred stock and additional shares of our common stock.
Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing preferred stock at the present time. Any issuance of preferred stock could adversely affect the rights of holders of our common stock.
Should we issue additional shares of our common stock at a later time, each investor’s ownership interest in PTS, Inc. would be proportionally reduced. No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the OTC Bulletin Board, such as PTS, Inc., must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
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Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Inasmuch as that the current bid and ask price of common stock is less than $5.00 per share, our shares are classified as “penny stock” under the rules of the SEC. For any transaction involving a penny stock, unless exempt, the rules require:
·
That a broker or dealer approve a person’s account for transactions in penny stocks; and
·
The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
·
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
·
Obtain financial information and investment experience objectives of the person; and
·
Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
·
Sets forth the basis on which the broker or dealer made the suitability determination; and
·
That the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Investors in penny stock should be prepared for the possibility that they may lose their entire investment.
ITEM 2.
DESCRIPTION OF PROPERTY.
The Company owns no real property. We lease office space at 3355 Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102, on a month to month basis at a rate of US $457.00 per month. Management believes that its facilities are adequate for its present business.
The Company’s subsidiary, Disability Access Consultants, also leases office space for the following offices:
Office Location
Lease Expiration
Monthly Rent
Oregon
February 2008
$2,500.00
N. Las Vegas, NV
December 2009
$2,622.00*
Florida
Month to month basis
$400.00
Oroville, California
Month to month basis
$4,338.00
San Diego, California
Month to Month basis
$250.00
*lease amount changes year to year.
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ITEM 3.
LEGAL PROCEEDINGS.
None.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
PART II
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Until June 29, 2001, our common stock was quoted on the OTC Bulletin Board under the symbol “ELTI.OB.” On June 29, 2001, our symbol changed from “ELTI.OB” to “PTSO.OB” in connection with the change in our name and a one for 20 reverse split of our common stock. On September 20, 2004, in connection with the one for 500 reverse stock split, our symbol changed from “PTSO.OB.” to “PTSN.OB.” On July 14, 2005, in connection with the one for 500 reverse stock split, our symbol changed from “PTSN.OB” to “PTSH.OB”. These quotations reflect inter-dealer prices, without mark-up, mark-down or commission, and may not represent actual transactions.
Calendar Year 2005
High
Low
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
1.10
0.35
0.02
0.006
0.15
0.10
0.02
0.005
Calendar Year 2006
High
Low
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
0.0025
0.0022
0.0021
0.0031
0.013
0.0077
0.0043
0.0138
As of March 30, 2007, we had 467,781,824 shares of our common stock outstanding. Our shares of common stock are held by approximately 282 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Section 15(g) of the Exchange Act
The shares of our common stock are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors.
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Rule 15g-2 declares unlawful any broker-dealer transactions in “penny stocks” unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a “penny stock” transaction unless the broker-dealer first discloses and subsequently confirms to the customer the current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing “penny stock” transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a “penny stock” transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person’s compensation.
Our common stock may be subject to the foregoing rules. The application of the “penny stock” rules may affect our stockholders’ ability to sell their shares because some broker-dealers may not be willing to make a market in our common stock because of the burdens imposed upon them by the “penny stock” rules.
The following table provides information about purchases by us and our affiliated purchasers during the quarter ended December 31, 2006 of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934:
Small Business Issuer Purchases of Equity Securities
(a)
(b)
(c)
(d)
Period
Total number of shares (or units) purchased
Average price
paid per
share (or unit)
Total number of shares (or units) purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 2006
-0-
-0-
-0-
-0-
November 2006
-0-
-0-
-0-
-0-
December 2006
-0-
-0-
-0-
-0-
Total
-0-
-0-
-0-
-0-
ITEM 6.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with other sections of this Form 10-KSB including Part 1, “Item 1: Business” and Part II, “Item 7: Financial Statements.” Various sections of management’s discussion and analysis (“MD&A”) contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially due to factors discussed in this report, as well as factors not within our control. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations.
Our MD&A is provided as a supplement to our audited financial statements to help provide an understanding of our financial condition, changes in financial condition and results of operations. The MD&A section is organized as follows:
·
Overview. This section provides a general description of the Company\'s business, as well as recent developments that we believe are important in understanding our results of operations as well as anticipating future trends in our operations.
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·
Critical Accounting Policies. This section provides an analysis of the significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosure of contingent assets and liabilities.
·
Results of Operations. This section provides an analysis of our results of operations for the year ended December 31, 2006 compared to the year ended December 31, 2005. A brief description of certain aspects, transactions and events is provided.
·
Liquidity and Capital Resources. This section provides an analysis of our financial condition and cash flows as of and for the year ended December 31, 2006.
Overview
PTS, Inc. (the “Company”) was a company in the development stage since its formation on June 12, 1996 until the second quarter of 2004. At that time the Company commenced planned operations and began generating revenue through the sale of our Flexiciser product, which we ceased selling in the fourth quarter of 2004.
On November 23, 2003, we acquired PTS Products International, Inc. (“PTSPI”). PTSPI was controlled by Peter Chin, our sole officer and director. PTSPI was incorporated on October 10, 2003 in the state of Nevada and, under a license agreement, currently holds the non-exclusive United States patent rights to manufacture, sell and distribute, under private label, an apparatus known as the Glove Box ™, pursuant to a license agreement. It also has acquired the exclusive rights in China, Malaysia, Singapore and Thailand and the right of first refusal for other countries to manufacture, sell and distribute, under private label, the Glove Box ™, pursuant to license agreements. The development of this product has not yet reached the point of manufacture. The success of any future Glove Box operations is dependent, in part, upon our ability to raise sufficient capital to complete development and testing of the Glove Box ™.
Effective November 8, 2004 we entered into a stock exchange agreement to acquire all of the outstanding stock of Glove Box ™, Inc. from two parties. In January, 2005 we issued 2,500,000 shares of Series B preferred stock and 7,500,000 shares of Series C preferred stock for all of the outstanding stock of The Glove Box, Inc. The preferred shares have been valued at an aggregate of $100,000. We also assumed net liabilities of $14,739. The Glove Box had no significant assets or operations, but owns the underlying technology to which we hold marketing licenses. We intend to continue to develop the technology. As a result of this acquisition, we now own the underlying Glove Box technology.
The Glove Box ™ solves a long standing contamination problem in hospitals and medical offices caused by the normal retrieval and donning of gloves from a standard glove box. With its patented, free-standing dispenser (looking much like a filing cabinet), user selects from three glove sizes, slips their hands through sealed openings into air-filled gloves, then hits a foot switch to release the gloves onto their hands. A significant benefit of the Glove Box ™ is its unique design feature that permits the dispensing of un-powdered gloves that, without the use of the Glove Box ™, are increasingly the cause of both contamination and communicable health problems. The first prototype was finished during the first quarter of 2004 and the test was successful. On March 10, 2006, Glove Box ™, Inc., was granted U.S. Patent number 6,953,130 for the Glove Box ™ product.
The Glove Box ™ is considered to be in the medical equipment category and even though it is still a prototype it requires a permit from the Medical Ministry in China to import. The company is in the process of applying for the permit. We have had discussions with potential medical facilities in Beijing and Shanghai, China to do a joint venture in manufacturing and marketing. We anticipate completing a joint venture no later than the end of the fourth quarter of 2007.
On May 26, 2004, we acquired PTS Technologies, Inc. (“PTSTI”). PTSTI was controlled by Peter Chin, our sole officer and director. PTSTI was incorporated on May 21, 2004 in the state of Nevada. PTSTI’s sole asset is an agreement to market certain products for a third party. The purchase price for PTSPI was 800,000 shares of our Series A preferred stock, which were issued in July, 2004.
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Effective December 24, 2004, we entered into a stock purchase agreement with Global Links Corp., a Nevada corporation ("Global Links") to buy from Global Links all of the issued and outstanding shares of the capital stock of Global Links Card Services, Inc. (GLCS).
GLCS provided a one source solution for stored value cards. Through third party contractors, GLCS provides the design and production of physical cards, fulfillment of card orders to end users, banking relations, processing, and consulting services for the design and production of marketing material, and the overall design of stored value card programs. GLCS implemented its own Visa ™ Debit card program which became available on June 15, 2005. GLCS customers are marketing oriented entities with the financial capability to launch and execute card distribution programs.
On November 15, 2005, we acquired 100% of the outstanding common stock of Disability Access Consultants, Inc., a California corporation pursuant to a securities exchange agreement. Under the agreement, we issued 1,000,000 shares of our Series E Preferred Stock to the stockholders of Disability Access Consultants, Inc., in exchange for all of the outstanding shares of common stock of Disability Access Consultants, Inc. We also issued a secured promissory note of $50,000 to AXIA Group, Inc., which held an option to acquire Disability Access Consultants, Inc. Upon closing, Barbara Thorpe, was appointed as DAC’s president.
DAC is a corporation with an extensive history of accessibility compliance consulting. DAC provides consultation to numerous state and local governmental entities and businesses. DAC has assisted city and county governments, the Federal government, school districts, and other public entities and municipalities. DAC has also assisted retail, commercial, recreational and corporate clients to comply with state and federal accessibility standards. DAC has developed transition/barrier removal plans, provided consultation and expert witness services. DAC offers both pro-active services as well as support and assistance for companies that are facing penalties and litigation for being out of compliance. DAC has assisted in litigation and has performed compliance audits for public entities and other businesses. To help companies and public entities meet the requirements of the Americans with Disabilities Act and other accessibility standards, DAC has developed proprietary software that is a management tool to simplify and streamline the accessibility compliance process. DAC has offices in Northern and Southern California, Florida and Oregon.
In December, 2005, we acquired substantially all of the outstanding stock of PTS Card Solutions, Inc. (“PTSCS”) (formerly Asia Pacific Mining Co.) for a cash payment of $1,035. PTSCS was an inactive corporation with no operations or significant assets. The purchase price was charged to expense in 2005. In 2006 PTSCS issued 5,000,000 shares of its Series A preferred stock to us in exchange for all of the outstanding common and preferred stock of GLCS, with GLCS thereby becoming a wholly owned subsidiary of PTS Card Solutions, Inc. PTSCS is listed as a non-reporting public company on the Pink Sheets quotation service under the symbol PTCD.PK. All of PTS, Inc.’s interest in Global Links Card Services, Inc. was transferred to this new entity. PTS, Inc. currently holds approximately 99% of the outstanding shares of PTS Card Solutions with the balance held by unrelated third parties. PTS, Inc. has retained controlling interest in PTSCS subsequent to the sale of GLCS described below.
On October 8, 2006, James Brewer, an individual and president of GLCS elected to exercise his option to purchase all of the outstanding shares of common stock and series A preferred stock of GLCS held by us, pursuant to the terms of the option to purchase agreement dated December 24, 2004. On October 10, 2006, the Company, PTSCS and James Brewer agreed to assign all of the interest in GLCS consisting of 50,000,000 shares of common stock and 5,000,000 shares of series A preferred stock to James Brewer in exchange for a convertible note issued to the Company in the amount of $349,000. As a result, we no longer own an interest in GLCS. The Company determined that GLCS’ operations no longer fit with our objectives and would require substantial additional cash contributions in order to advance to profitability.
On October 17, 2006 DAC entered into an Agreement and Plan of Merger (the “Agreement of Merger”) with Disability Access Corporation f/k/a Power-Save Energy Corp. ("Power Save") a Delaware corporation. Disability Access Corporation was acquired as a subsidiary of PTS. The Power Save acquisition was completed during October, 2006. The purchase price for Power Save was $150,000, which was paid in September. Since Power Save had no assets or operations at the date of acquisition, the entire purchase price has been charged to expense during the fourth quarter.
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We originally acquired 150,000,000 shares of Disability Access Corporation. We then effected a stock split of Disability Access Corporation such that there are now 1,816,270,800 common shares outstanding. During December 2006, we distributed 126,189,788 shares of Disability Access Corporation to our stockholders on a pro rata basis. We now own approximately 90% of Disability Access Corporation.
Under the terms of the Agreement of Merger, DAC was to be merged with and into Disability Access Corporation, with DAC continuing as the surviving corporation. Upon further consideration, our Board of Directors has reconsidered the structure and has decided, for various business optimization purposes that, instead of merging DAC with Disability Access Corporation, DAC will become a wholly owned subsidiary of Disability Access Corporation.
Subsequent to the year ended December 31, 2006, DAC entered into a Consulting Agreement with a quick service restaurant group (“Client”). The Client\'s name can not be disclosed due to the confidentiality clause in the agreement. Under the terms of the Consulting Agreement effective January 11, 2007, DAC will provide services to the Client including (i) comprehensive and accurate accessibility compliance survey consulting services for selected restaurant locations (ii) consulting and advising Client as an expert witness (iii) report DAC’s facts, conclusions and findings to Client (iv) inspection services (v) a license to use the DAC Software in accordance with the terms and conditions of the software license agreement(s) which will include database relation services. In consideration of DAC’s services performed, the Client will pay fees in excess of $5,000,000 (five million dollars).
Subsequent to the year ended December 31, 2006, the Company entered into a Non-Binding Letter of Intent with Dr. Albert A. Gomez, an individual who collectively holds 54.69% of the issued and outstanding common stock and 5,000,000 shares of Series B Preferred stock of Strategic Healthcare Systems, Inc., a publicly traded Pink Sheet company (“SHCS”). Under the terms of the Letter of Intent, SHCS will transfer 88.33% ownership interest in SHCS to us in exchange for a promissory note in the amount of $3,500,000 which will be secured with 3,500,000 shares of our Series E Preferred Stock. At the time of closing, SHCS will become a subsidiary of the Company. The closing date is expected to be on or before May 31, 2007. A copy of the Letter of Intent was filed as an exhibit to the Company’s Form 8-K filed on February 23, 2007.
Separation Agreement
On June 25, 2002 the Company and its wholly owned subsidiary, Elast Technologies Corporation (a Delaware corporation) (“Elast Delaware”) entered into a Separation and Distribution Agreement through which PTS intended to spin off Elast Delaware by distributing to its stockholders one share of Elast Delaware common stock for every twenty shares of PTS common stock owned by stockholders of record on June 25, 2002. After the spin off, Elast Delaware was to be a separate company, no longer owned by PTS. On August 30, 2002, PTS and Elast amended the original agreement to clarify the distribution date to occur on or about December 31, 2002. Pursuant to the amended agreement, the distribution date was been delayed by mutual consent of the parties, subject to finalization of debt allocations and mutual Board of Directors approval.
As a result of this agreement, upon consummation PTS was no longer be involved in the development of its previous product. Pursuant to the agreement, the Company’s subsidiary, Elast Delaware, was to assume certain liabilities, the amount of which had yet to be finalized, which were included in the December 31, 2005 consolidated balance sheet in the am
#5975 von BennoXVI 02.04.07 22:58:57 Beitrag Nr.: 28.631.402
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lecker, erstmal was zu lesen!
#5976 von welltom 02.04.07 22:59:57 Beitrag Nr.: 28.631.412
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Folgende Antwort bezieht sich auf Beitrag Nr.: 28631358 von Nirvanamac am 02.04.07 22:53:35
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na also auf Chin ist Verlass, nun muss das Filing nur noch auseinandergenommen werden von unseren Experten !!!
#5977 von BennoXVI 02.04.07 23:00:03 Beitrag Nr.: 28.631.414
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As of March 30, 2007 the registrant had 467,781,824 outstanding shares of Common Stock.
PTS, Inc. Subsidary Disability Access Corporation Reports Second Quarter Record Revenue
Retains Investor Relations Manager
LAS VEGAS, Jul 10, 2007 (BUSINESS WIRE) -- PTS, Inc. (OTCBB TSH) is proud to report revenue improvement in its subsidiary Disability Access Corporation.
Disability Access Corporation (DAC) (Pink Sheets BYC), reported second quarter 2007 revenues of approximately $455,000 which is an increase of approximately 215% over the comparable quarter of the prior year, 2006, which was $211,351.
As DAC continues to respond to continued growing demand for its services, DAC expects to continue to see greater revenue growth in the coming quarters. "The growth of DAC's operating revenues is a reflection of both the need for DAC's services and the skill of DAC's talented professionals lead by industry expert Barbara Thorpe, President of DAC," said Peter Chin, CEO of PTS, Inc. Mr. Chin further commented, "Though the accounting for the second quarter has not yet been completed for DAC, it is highly likely, based on preliminary numbers that DAC will report positive net income in the 2nd quarter. We are very proud of DAC and look forward to its continued rapid growth and profitability."
PTS, Inc has hired Mr. Patrick Donahoo to manage the investor relations department due to the tremendous volume of inquires from investment firms and shareholders. Mr. Donahoo has over 20 years in the field of marketing and investor relations, with excellent experience in this field. Mr. Donahoo will be handling all future inquiries for PTSH.OB and DBYC.PK.
About PTS, Inc.
PTS, Inc.'s subsidiary, Glove Box Inc. (www.ptspi.com), owns the rights to the patented, revolutionary Glove Box(TM), the only product that offers contamination reduction through automated glove dispensing. The Glove Box(TM) system is a free-standing dispenser of disposable latex gloves, which is being marketed by PTS in the United States and Asia.
About Disability Access Corporation
Disability Access Corporation conducts facility inspections, policy reviews and program analyses in addition to a comprehensive continuum of other compliance services. More than 54 million people in the United States have a disability, a number equal to 20% of the population. The Americans with Disabilities Act of 1990 requires all organizational entities, public or private, with more than 15 employees, to provide equal access for individuals with disabilities. It is estimated that there are more than seven million sites at risk across the United States. For more information about DAC, please visit: www.adaconsultants.com.
Safe Harbor Statement Regarding Forward-Looking Statements:
Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the company's actual results in the future periods to differ materially from forecasted results.
SOURCE: PTS, Inc.
CONTACT: PTS, Inc
Patrick Donahoo, 702-327-7266
Investor Relations
Disability Access Corporation (Pink Sheets:DBYC), a subsidiary of PTS, Inc. (OTCBB:PTSH), updates shareholders with the following information.
Peter Chin, CEO of PTS, Inc. and Disability Access Corporation, has just completed a trip to Asia and reported he received excellent response from certain parties which showed great interest both of the public (Government) and private sectors in China.
The parent Company of DAC, PTS, Inc., has elected to continue to grow the business of DAC and continue to reinvest in DAC’s proprietary technology as well as its product development.
The New Year is off to a good start at Disability Access Consultants, Inc. and we thought it would be an appropriate time to briefly address some questions we’ve recently received from shareholders.
Regarding our growth prospects, the Company has decided to devote resources to developing alternative commercial uses for its proprietary technology and product development software. Towards this end, the Board of Director has elected to expand its software customer market base into Asia where certain parties have shown great interest in the Company’s proprietary technology. The Company’s Board feels this will maximize growth opportunities as well as yielding enhanced shareholder value for the long term.
Regarding questions to our financial performance for 2007, the Company is in the midst of its annual audit and, as such, it would be improper to comment on the Company’s specific financial results. However, it would be fair to say that the Company’s financial performance for 2007 will be reported as a significant improvement over 2006. Just as soon as the audit is concluded, the Company will promptly release those results.
Regarding the status of new contracts and business development, while the Company continues to enjoy certain long term client contract relations, which provides an excellent baseline of annual revenue, the Company continues to expand its client base among public and private entities. The Company has several contracts in the final stage of negotiations, for the current first quarter, and will inform shareholders as soon as these are finalized.
Additionally, pending Federal government funding and allocation, the Company is a candidate for a very significant services contract to the Federal Government. Further, the Company continues to receive solicitations from both private and state government sectors to make its proprietary software available for licensed use. Management feels strongly that it will be the same within Asia. The potential licensing of the software has been a key long-term business goal of the Company and the demand has been deemed to be large enough to warrant continued and further development of that business opportunity.
About Disability Access Consultants, Inc.
Disability Access Corporation, Inc. conducts facility inspections, policy reviews and program analyses in addition to a comprehensive continuum of other compliance services. Over 54 million people in the United States have a disability, a number equal to 20% of the population. The Americans with Disabilities Act of 1990 requires all organizational entities, public or private, with more than 15 employees, to provide equal access for individuals with disabilities. It’s estimated that there’s more than seven million sites at risk across the US. For more information about DAC, visit: www.adaconsultants.com.
About PTS PTS, Inc.’s subsidiary, Glove Box Inc. (www.ptspi.com), owns the rights to the patented, revolutionary Glove Box(TM), the only product that offers contamination reduction through automated glove dispensing. The Glove Box(TM) system is a free-standing dispenser of disposable latex gloves, which is being marketed by PTS in the US and Asia.
der Kracher, und die Amis kommen ja erst gleich hinzu.
Da lasse ich mich mal überraschen ob das in dem Tempo weiterläuft.
As Disability Access Corporation (DAC) continues to respond to continued growing demand for its services, DAC expects to continue to see greater revenue growth in the coming quarters. “The growth of DAC's operating revenues and net income is a reflection of both the need for DAC's services and the skill of DAC's talented professionals lead by industry expert Barbara Thorpe, President of DAC,“ said Peter Chin, CEO of PTS, Inc. Chin further commented, “The operations of DAC are continuing to improve and that the 20% operating margin reflects the strength and quality of earnings, it is highly likely, based on preliminary numbers, that DAC will continue to report positive net income over the balance of the year. We are very proud of DAC and look forward to its continued rapid growth and profitability.“
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Wertpapier: PTS |
LAS VEGAS, Jun 02, 2008 (BUSINESS WIRE) -- PTS, Inc. (OTCBB TSH) management is pleased to announce that they have completed a LOI (Letter of Intent) draft with Mr. Wang, majority shareholder of ChengDu PuJian Medical Equipment Manufacturing Co., Ltd., (the "Company") a corporation organized under the laws of China. This Letter of Intent will confirm the intent of the Parties to pursue a 51% controlling shares exchange or purchase of the ChengDu PuJian Medical Equipment Manufacturing Co., Ltd. and PTSH. This intended sale and/or exchange of shares shall hereafter be referred to as the "acquire majority control."
Both parties shall endeavor to complete the transaction no later than October 31, 2008 and the Closing is subject to the completion of a successful audit by an approved PACOB certified public auditor of the ChengDu PuJian Medical Equipment Manufacturing Co., Ltd. books and records for 2006 & 2007.
PTS, Inc. intends to bring in technical support to upgrade PuJian's current products as well to bring in more range of medical products and technologies to PuJian and sell through the well established sales network that PuJian has established in the last several decades. Further, PTS, Inc. intends to bring addition capital to increase the overall revenue and financial positions of PuJian.
Peter Chin, the President and CEO of PTS, Inc., has a scheduled itinerary for the signing ceremony, to take place the second week of June, in ChengDu, due to the request of the ChengDu PuJian Medical Equipment Manufacturing Co., Ltd. management. There are six original copies required for these documents, which will be signed at that time.
Peter Chin, the President and CEO of PTS, Inc., stated, "I am delighted to be making this trip to China, which will give me the opportunity to become well acquainted with the management team of the ChengDu PuJian company, and I am looking forward to the potential that this new relationship will afford and bring to PTS, Inc. once we have closed the transaction."
About PTS, Inc.
PTS, Inc.'s subsidiary, Glove Box, Inc. (www.ptspi.com), owns the rights to patented, revolutionary Glove Box(TM), the only product that offers contamination reduction through automated glove dispensing. The Glove Box(TM) system is a free-standing dispenser of disposable latex gloves.
About Disability Access Consultants, Inc.
Disability Access Consultants, Inc. (DAC) conducts facility inspections, policy reviews and program analyses in addition to comprehensive continuums of other compliance services. Over 54 million people in the United States have a disability, a number equal to 20% of the population. The 1990 Americans with Disabilities Act requires all organizational entities, public or private, with 15+ employees, to provide equal access for individuals with disabilities. It is estimated that there are over seven million sites at risk across the US. www.adaconsultants.com.
As provided in the 1995 Private Securities Litigation Reform Act, words "believes", "expects", "forecasts", "anticipates" and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act. Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking; risk factors are set forth from time to time in the Company's SEC reports, included but not limited to its Form 10-KSB; its quarterly Forms 10-QSB, and Form 8-K's.
SOURCE: PTS, Inc.
CONTACT: PTS, Inc.
Patrick Donahoo, 702-327-7266
ptsinc.ir@gmail.com
PTS, Inc. intends to bring in technical support to upgrade PuJian’s current products as well to bring in more range of medical products including GloveBox™ technologies to PuJian and sell through the well established sales network that PuJian has established in the last several decades. Further, PTS, Inc. intends to bring addition capital to increase the overall revenue and financial positions of PuJian.
Peter Chin, the President and CEO of PTS, Inc., stated, “I am delighted to be in ChengDu China, which gave me the opportunity to become well acquainted with the management team of the ChengDu PuJian company, and I am looking forward to the potential that this new relationship will afford and bring to PTS, Inc.” About PTS, Inc.
PTS, Inc.'s subsidiary, Glove Box, Inc. (www.ptspi.com), owns the rights to patented, revolutionary Glove Box™, the only product that offers contamination reduction through automated glove dispensing. The Glove Box™ system is a free-standing dispenser of disposable latex gloves.
About Disability Access Consultants, Inc.
Disability Access Consultants, Inc. (DAC) conducts facility inspections, policy reviews and program analyses in addition to comprehensive continuums of other compliance services. Over 54 million people in the United States have a disability, a number equal to 20% of the population. The 1990 Americans with Disabilities Act requires all organizational entities, public or private, with 15+ employees, to provide equal access for individuals with disabilities. It is estimated that there are over seven million sites at risk across the US. www.adaconsultants.com As provided in the 1995 Private Securities Litigation Reform Act, words "believes", "expects", "forecasts", "anticipates" and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act.
In Stuttgart bekommt Ihr PTS noch für 0,001 Euro.
Soll was großes Kommen!
Unter steigenden Umsätzen in USA letzte Woche angesprungen.
Denke wir sehen in Deutschland bals die 0,10 Euro!
Was meint Ihr?