$$ + 28% Axia´s Tochter steckt hier drin $$
Thread abonnieren
|
--button_text--
interessant
|
|
witzig
|
|
gut analysiert
|
|
informativ
|
7
WKN: A0ETQW
Nachdem man mit meinem AXIG-Hinweis mehrere Tausend Prozent Gewinn innerhalb weniger Tage realisieren konnte, möchte ich nun einen weiteren Wert vorstellen.
Eins vorneweg. Hier steckt Axia´s ehem. Tochterunternehmen drin! Alleine diese Tatsache dürfte für weiteres Kurspotenzial sorgen.
Es handelt sich um PTS Inc.
Neben PTS Products International, Inc. und Global Links Card Services Inc. befindet sich auch Axia´s ehem. Tochterunternehmen Disability Access Consultants, Inc. im Portfolio von PTS Inc.
Letztgenanntes Tochterunternehmen wurde am 16 November 2005 erworben.
http://biz.yahoo.com/bw/051116/20051116005385.html?.v=1
Für knapp über 1 Million Dollar wechselte Disability Access C. von Axia zu PTS Inc.
Lt. dem CEO von PTC Inc. ist Disability Access C. bereits profitabel!
...DAC is a solid, profitable company with great potential for growth. We believe this acquisition is a strong addition to PTS," stated Peter Chin, PTS, Inc...
3 Gründe für ein Invest in PTC Inc.
Extrem geringe Market-Cap
Lt. Otcbb.com hat PTS Inc. eine Market-Cap in Höhe von 244.000 Dollar. Nähme man alleine den Transaktionswert (1,050,000 Dollar) von Axia´s ehem. Tochter DAC als Bewertungsmaßstab, müßte der Kurs noch mindestens 300 % steigen.
Die Beziehung zu Axia
Alleine die Tatsache, daß DAC zu Axia gehörte, dürfte den Kurs steigen lassen. Viele Anleger übertragen das Axia-Szenario auf PTC Inc. Dies sorgt für erhebliches Kaufinteresse.
Extrem hohes Volumen
Gestern war Rekordvolumen zu verbuchen! Über 43 Millionen Stücke wurden gehandelt.
Dies sorgt für Aufsehen! Schon jetzt sind OTC-Alerts zu sehen!
http://www.stockhouse.com/news/news.asp?newsid=3433857&tick=PTSH
Auszug: PTS Inc. (OTCBB: PTSH) "Up 60% in morning trading"
Detailed Quote: http://www.otcpicks.com/quotes/PTSH.php
The PTS Inc. (OTCBB: PTSH) 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. PTS acquired Global Links Card Services (www.glcsi.com) in December 2004, establishing it in the prepaid debit card distribution business. In November 2005, PTS Inc. acquired Disability Access Consulting Inc., a national provider of specialized compliance services for businesses and public entities seeking to enhance or achieve compliance with the Americans with Disabilities Act of 1990 and related legislation (www.adaconsultants.com).
PTS Card Solutions distributes prepaid debit cards through its wholly owned subsidiary Global Links Card Services Inc., under the label FastMax Rewards Prepaid Debit Card. The FastMax Rewards card is distributed through a number of distributors and agents throughout the United States. PTS Card Solutions a subsidiary of, and controlled by, PTS Inc. (OTCBB: PTSH), which holds approximately 99% of the outstanding stock of PTS Card Solutions Inc.
Zumindest eine "Spielgeldposition" sollte man in PTS Inc. investieren.
Denn was aus dem "Spielgeld" Axia wurde dürfte hinreichend bekannt sein...
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
Angehängte Grafik:
cdik.gif
cdik.gif
0
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
Angehängte Grafik:
ptsh.png (verkleinert auf 95%)
ptsh.png (verkleinert auf 95%)
0
Und jetzt schaut euch mal die Umsätze im Oktober an :
10/09/2006 0.0042 47,392,250 !!!
10/06/2006 0.0034 16,185,050
10/05/2006 0.0035 11,858,560
10/04/2006 0.0031 46,974,340 !!!
10/03/2006 0.0032 2,824,000
10/02/2006 0.0034 14,047,830
Hier laufen fette Blöcke in den sicheren Hafen oder anderst gesagt, in feste Hände. Davon bin ich überzeugt.
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
An: xxxx
Betreff:
Re: Merger with PWVG
Datum: Fri, 06. Oct 2006 08:14:18 -0700
xxxx,
The acquisition is almost finished, please watch for the PR. Cool
Thank you.
Peter Chin
xxxx wrote:
Hello Mr. Chin,
when do you expect the merger to be completed/will your "plan" be announced soon?
Thank you
Sincerely,
xxxx
(Keine Gewähr für den Wahrheitsgehalt meinerseits)
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
PTS Inc. Acquires Controlling Interest in Power-Save Energy Corp.
Thursday September 14, 9:00 am ET
LAS VEGAS--(BUSINESS WIRE)--Sept. 14, 2006--PTS Inc. (OTCBB: PTSH - News) management today announced the acquisition of a controlling equity interest in Power-Save Energy Corp. (Pink Sheets: PWVG - News).
Peter Chin, CEO of PTS Inc., stated, "Our plan is to find ways to increase PTS Inc. shareholders value by reverse merge PWVG with one of PTS\'s subsidiaries. The plan will be announced on or about the middle of October 2006."
Power-Save Energy (PWVG) > Outstanding Shares: 181,450,270 as of 2006-01-09
Der Kurs von PWVG ist heute bei 0,27$. Nehmen wir an, dass heute mittlerweile 250,000,000 Aktien draussen sind. 250.000.000 Aktien x 0,27$ = Heutige Marktbewertung von PWVG ist ca. 67.500.000 $
Kommt es zum Merger sind die akt.Kurse von 0,004 bei PTSH mehr als lächerlich
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "seif79" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
Nach der wilden Rally auf über 1 Cent sind wir nun wieder schnell runtergekommen!
Ehrlich gesagt zweifle ich an der Glaubwürdigkeit des Briefes vom CEO!
Wenn die Fusion nicht diese Woche noch stattfindet, dann tut sich hier wohl nicht mehr viel!
Optionen
| Antwort einfügen |
| Boardmail an "Fraggle20006" |
|
Wertpapier:
PTS
|
0
PTS, Inc. Announces Merger with Disability Access Corporation
Thursday October 26, 8:00 am ET
LAS VEGAS--(BUSINESS WIRE)--The Board of Directors of PTS, Inc. (OTCBBTSH - News) announced today that, it has changed the name of Power-Save Energy Corp. a Delaware Corporation (Pink SheetsWVG - News) to Disability Access Corporation and it has executed an Agreement of Merger with Disability Access Consultants a wholly own subsidiary of PTS, Inc. The effective closing date for this transaction, and the date of record, will be announced shortly. The surviving entity will be Disability Access Corporation.
ADVERTISEMENT
Further details pertaining to this transaction, which will necessitate a change of CUSIP number as well as assignment of a new stock trading symbol, will be forthcoming in subsequent press releases and Form 8K filings.
About Disability Access Consultants Inc. (DAC)
Disability Access Consultants, Inc. 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.
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.
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.
Contact:
PTS Inc.
Peter Chin, 702-327-7266
psc3388@yahoo.com
--------------------------------------------------
Source: PTS Inc.
Optionen
| Antwort einfügen |
| Boardmail an "carpediem7" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
0
und einige Aufträge (z.B. über 5,2Mil$)
?
also warum keine Fantasie mehr?
Optionen
| Antwort einfügen |
| Boardmail an "carpediem7" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "Calibra21" |
|
Wertpapier:
PTS
|
Angehängte Grafik:
PTSH.gif
PTSH.gif
0
Optionen
| Antwort einfügen |
| Boardmail an "Danjo" |
|
Wertpapier:
PTS
|
Angehängte Grafik:
unbenannt.bmp
unbenannt.bmp
0
Gruß
Optionen
| Antwort einfügen |
| Boardmail an "Bobby333" |
|
Wertpapier:
PTS
|
0
Fips
Optionen
| Antwort einfügen |
| Boardmail an "102030Fips" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "Bobby333" |
|
Wertpapier:
PTS
|
0
Optionen
| Antwort einfügen |
| Boardmail an "102030Fips" |
|
Wertpapier:
PTS
|
0
Tuesday November 14, 9:00 am ET
LAS VEGAS--(BUSINESS WIRE)--The Board of Directors of Disability Access Corporation of Delaware (Pink Sheets: DBAC - News) announced today that it has approved a forward stock split, with a ratio of 10:1.
ADVERTISEMENT
PTS, Inc.'s (OTCBB: PTSH - News) controlling interest of DBAC:Pink Sheets will be 1,300,000,000 post-split shares. The date of record for the DBAC:Pink Sheets shareholders entitled to the forward split will be at the close of business 11-30-2006.
The dividend and the effective date for PTS, Inc. shareholders to receive the dividend from Disability Access Corporation will be forthcoming in a subsequent press release to be issued shortly.
About Disability Access Corporation
Disability Access Corporation (Pink Sheets: DBAC - News) 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.
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.
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.
Contact:
For Disability Access Corporation
Peter Chin, 702-327-7266
E-mail: psc3388@yahoo.com
--------------------------------------------------
Source: Disability Access Corporation
Optionen
| Antwort einfügen |
| Boardmail an "102030Fips" |
|
Wertpapier:
PTS
|
0
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-25485
PTS, INC.
(Name of small business issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0380544
(I.R.S. Employer Identification No.)
3355 Spring Mountain Road, Suite 66
Las Vegas, Nevada
(Address of principal executive offices)
89102
(Zip Code)
(702) 327-7266
(Issuer?s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer?s classes of common equity, as of the latest practicable date: As of November 7, 2006, the issuer had 342,369,636 shares of its common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
--------------------------------------------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
2
--------------------------------------------------
PTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2006
(Unaudited)
ASSETS
Current assets
Cash
$ 68,297
Accounts receivable, net of allowance of $32,850
182,829
Other current assets
2,220
Net current assets of discontinued operations
27,428
Total current assets
280,774
Property and equipment, net
187,723
Goodwill
908,712
Investment in common stock
117,864
Prepaid investment
150,000
Deposits
875
Net noncurrent assets of discontinued operations
309,474
TOTAL ASSETS
$ 1,955,422
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable - trade
$ 429,836
Accrued expenses
136,592
Accrued payroll taxes
79,638
Advances payable
6,522
Advances from related parties
44,008
Notes payable - current portion
132,094
Note payable ? related party
35,000
Debentures payable, current portion
25,000
Net current liabilities of discontinued operations
858,062
Total current liabilities
1,746,752
Notes payable - long term portion, net of unamortized
discount of $51,715
54,535
Notes payable - related parties, net of unamortized
discount of $44,440
255,560
Debentures payable, long term portion, net of unamortized
discount of $90,578
226,922
Total liabilities
2,283,769
Minority interest
4,620
Stockholders' deficit
Preferred stock, Series A, $0.001 par value; 20,000,000 shares authorized,
13,800,000 shares issued and outstanding
13,800
Preferred stock, Series B, $0.001 par value; 20,000,000 shares authorized,
2,500,000 shares issued and outstanding
2,500
Preferred stock, Series C, $0.001 par value; 7,500,000 shares authorized,
7,500,000 shares issued and outstanding
7,500
Preferred stock, Series D, $0.001 par value; 20,000,000 shares authorized,
5,000,000 shares issued and outstanding
5,000
Preferred stock, Series E, $0.001 par value; 5,000,000 shares authorized,
1,000,000 shares issued and outstanding
1,000
Preferred stock, Series F, $0.001 par value; 5,000,000 shares authorized, no
shares issued and outstanding
-
Common stock, $0.001 par value; 1,800,000,000 shares authorized, 289,169,324
shares issued and 265,919,324 shares outstanding
265,919
Additional paid-in capital
16,839,936
Accumulated deficit
(17,468,622)
Total stockholders' deficiency
(332,967)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 1,955,422
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
--------------------------------------------------
PTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended September 30,
Nine months ended September 30,
2006
2005
2006
2005
Sales
$ 248,577
$ -
$ 581,597
$ -
Operating costs and expenses
General and administrative
415,503
262,852
1,488,285
697,945
Research and development
-
-
-
100,000
415,503
262,852
1,488,285
797,945
Loss from continuing operations before interest and discontinued operations
(166,926)
(262,852)
(906,688)
(797,945)
Interest income
20
8
703
2,601
Finance cost
(24,375)
(15,718)
(72,303)
(35,301)
Interest expense
(16,423)
(4,338)
(36,618)
(9,539)
Loss from continuing operations before discontinued operations
(207,704)
(282,900)
(1,014,906)
(840,184)
Loss from discontinued operations
(84,080)
(93,551)
(249,134)
(274,868)
Net loss
$ (291,784)
$ (376,451)
$ (1,264,040)
$ (1,115,052)
Net loss per basic and diluted share
Loss from continuing
operations
$ (0.00)
$ (0.01)
$ (0.01)
$ (0.06)
Loss from discontinued
operations
(0.00)
(0.00)
(0.00)
(0.02)
$ (0.00)
$ (0.01)
$ (0.01)
$ (0.08)
Weighted average shares outstanding, basic and diluted
230,866,716
38,752,476
172,948,299
14,190,002
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
--------------------------------------------------
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2006
2005
Cash flows from operating activities:
Net loss
$ (1,264,040)
$ (1,115,052)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
59,282
-
Write off of purchased research and development
-
100,000
Issuance of shares for services
484,300
230,000
Compensation from stock awards
61,533
71,093
Amortization of beneficial conversion feature
72,303
35,301
Interest expense paid through addition to loan balance
2,268
-
Loss attributable to minority interest
(380)
-
Decrease (increase) in assets:
Accounts receivable
(130,677)
26,056
Due from broker
10,470
-
Prepaid expenses
-
200
Other current assets
(420)
-
Deposit
-
(464)
Increase (decrease) in liabilities:
Accounts payable
(75,721)
75,551
Sales deposit
(4,600)
(33,050)
Cash used in operating activities
(785,682)
(610,365)
Cash flows from investing activities:
Cash paid for fixed assets
(13,205)
-
Cash held by discontinued operations
(25,072)
-
Cash paid for investment
(150,000)
-
Net cash received on Flexiciser investment
2,452
9,685
Cash (used) provided by investing activities
(185,825)
9,685
Cash flows from financing activities:
Proceeds from sale of common stock to employees
291,377
402,856
Proceeds from sale of subsidiary common stock
5,000
25,000
Payments on note
(19,887)
-
Notes payable - related parties
335,000
Notes payable - other
115,000
25,000
Advances from related parties
298,763
112,460
Cash provided by financing activities
1,025,253
565,316
Net increase (decrease) in cash
53,746
(35,364)
Cash, beginning of period
14,551
47,582
Cash, end of period
$ 68,297
$ 12,218
Supplemental Schedule of Cash Flow Information:
Cash paid for interest
$ 3,521
$ 8
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
--------------------------------------------------
PTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2006 and 2005
(Unaudited)
NOTE 1- NATURE OF OPERATIONS
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 from the sale of the Flexiciser.
Operations for 2006 include revenue from Disability Access Consultants, Inc. (?DAC?). On October 10, 2006, an officer of a Company subsidiary, Global Links Card Services, Inc. (?GLCS?) exercised his option to purchase GLCS. As a result, the Company will no longer own an interest in GLCS. The assets, liabilities and results of operations of GLCS have been presented as discontinued operations in these financial statements (see Note 8).
In December 2005, the Company 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 for significant assets. The purchase price was charged to expense in 2005.
During January, 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. 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 PTSCS with the balance held by unrelated third parties. On October 10, 2006, an officer of a Company subsidiary, Global Links Card Services, Inc. (?GLCS?) exercised his option to purchase GLCS. As a result, the Company will no longer own an interest in GLCS. The assets, liabilities and results of operations have been presented as discontinued operations in these financial statements (see Note 8).
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has only recently begun generating revenue, has experienced recurring net operating losses, had a net loss of $1,264,040 and a negative cash flow from operations of $785,682 for the nine months ended September 30, 2006, and has a working capital deficiency of $1,465,978, and a stockholders deficiency of $332,967 as of September 30, 2006. These factors raise substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
DAC has a letter of intent with a national Quick Service Restaurant (QSR) chain and a contract with another national QSR. These two contracts, when executed, are expected to provide significant revenues and profits over the next two years. Management plans to pursue several other contracts being negotiated, which have the potential to generate increasing revenues over the next several years.
6
--------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Information
The accompanying unaudited financial statements have been prepared by the Company, in accordance with accounting principles generally accepted in the United States of America pursuant to Regulation S-B of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company?s financial statements and related notes as contained in Form 10-KSB for the year ended December 31, 2005, as it may be amended. In the opinion of management, the interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of operations for the nine months ended September 30, 2006 are not necessarily indicative of results of operations to be expected for the full year ending December 31, 2006.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of PTS and its subsidiaries. All significant intercompany transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
GLCS currently generates revenue from the sale and fulfillment of orders for plastic stored value cards. Revenue from sale of cards is recognized upon delivery and acceptance of the cards by the customer. In certain instances, the Company receives partial payment from customers at the time of placement of an order for physical cards. These amounts are carried as sales deposits until such time as the physical cards are produced and then delivered and accepted by the customer. Revenue from the monthly fees and transactions fees on the outstanding cards are recognized monthly as earned, and are recognized on a net basis.
Disability Access Consultants, Inc. generates revenue from services regarding compliance with state, federal and local accessibility codes. Services include inspections of facilities, production of accessibility reports, consultation, expert witness services, review of policies and procedures of the client. Depending upon the contract with the client, a percentage of revenue is usually recognized upon the award of the contract or the commencement of services. Additional revenue is recognized with progress billing as the contracts are completed.
Reclassifications
Certain reclassifications, which have no effect on net loss, have been made to the prior period financial statements to conform to the current presentation. The operations of GLCS have been reclassified as discontinued operations for all periods presented.
Common Stock Split
On September 20, 2004, the Company effected a 1 for 500 reverse split of its outstanding common stock. On July 12, 2005, the Company effected a second 1 for 500 reverse split of its outstanding common stock. All share and per share amounts have been retroactively restated to reflect these reverse splits as of the beginning of the periods presented.
7
--------------------------------------------------
Loss Per Share
Basic and diluted loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding during the year as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock equivalents was not utilized for the three and nine month periods ended September 30, 2006 and 2005 since the effect would be anti-dilutive. There were 1,428,744,037 and 843,454,012 common stock equivalents outstanding at September 30, 2006 and 2005, respectively.
Stock Based Compensation
On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (?FASB?) Statement of Financial Accounting Standards (?SFAS?) No. 123(R), Accounting for Stock-Based Compensation, to account for compensation costs under our stock option plans. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) (?APB 25?). Under the intrinsic value method prescribed by APB 25, no compensation costs were recognized for our employee stock options because the option exercise price equaled the market price on the date of grant. Prior to January 1, 2006, we only disclosed the pro forma effects on net income and earnings per share as if the fair value recognition provisions of SFAS 123(R) had been utilized.
In adopting SFAS No. 123(R), we elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under the modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant. We had no outstanding unvested awards at the adoption date and we had no outstanding unvested awards during the 2005 comparative period.
New Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, ?Accounting for Uncertainty in Income Taxes?An Interpretation of FASB Statement No. 109? (FIN 48). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a company?s financial statements. FIN 48 requires companies to determine whether it is ?more likely than not? that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 will also require significant additional disclosures. This Interpretation will be effective for fiscal years beginning after December 15, 2006. We will implement this Interpretation in the first quarter of 2007 on a prospective basis. We are currently evaluating the potential impact this Interpretation will have on our financial position and results of operations.
In September 2006, the FASB issued SFAS No. 157, ?Fair Value Measurements? (SFAS 157) , which provides guidance on how to measure assets and liabilities that use fair value. SFAS 157 will apply whenever another US GAAP standard requires (or permits) assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also will require additional disclosures in both annual and quarterly reports. SFAS 157 will be effective for financial statements issued for fiscal years beginning after November 15, 2007, and will be adopted by us beginning in the first quarter of 2008. We are currently evaluating the potential impact this standard may have on our financial position and results of operations, but do not believe the impact of the adoption will be material.
In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108, ?Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements? (SAB 108). SAB 108 was issued in order to eliminate the diversity of practice in how public companies quantify misstatements of financial statements, including misstatements that were not material to prior years? financial statements. We will initially apply the provisions of SAB 108 in connection with the preparation of our annual financial statements for the year ending December 31, 2006. We have evaluated the potential impact SAB 108 may have on our financial position and results of operations and do not believe the impact of the application of this guidance will be material.
8
--------------------------------------------------
NOTE 3 - RELATED PARTY TRANSACTIONS
At the date of acquisition, GLCS had a payable to the officer of the subsidiary in the amount of $322,310. The amount due is unsecured, bears interest at 6% per annum and has no formal terms of repayment. This amount has increased to $776,175 at September 30, 2006 and is included in net current liabilities of discontinued operations.
The Company has net advances payable to Peter Chin, our sole officer and director, of $10,720 at September 30, 2006.
During the quarter ended September 30, 2006, the Company issued a convertible promissory note to Peter Chin in the amount of $50,000. The note bears interest at the rate of 8% per year and matures on December 31, 2007. The note is convertible at a discount to market and, as a result, a beneficial conversion feature in the amount of $47,403 has been recorded as a discount, which is being amortized over the term of the note. The note was repaid in the fourth quarter.
During the quarter ended September 30, 2006, the Company issued a demand note to Sandy Chin in the amount of $35,000. The note bears interest at the rate of 8% per year. The note was repaid in the fourth quarter.
The Company has received advances aggregating $250,000 from an officer of DAC during the six months ended June 30, 2006. On June 30, 2006 these advances were converted to notes payable bearing interest at 9% and due June 30, 2009. As of September 30, 2006, the Company has received additional advances from this officer aggregating $33,288, which are non-interest bearing and are due on demand.
NOTE 4 - ACQUISITION
Pro forma Information
The following unaudited pro forma results of continuing operations of the Company for the three and nine month periods ended September 30, 2005 assume that the acquisition of the operating assets of DAC, which occurred in November, 2005, had occurred on January 1, 2005. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have been achieved nor are they necessarily indicative of future results of operations.
Three Months Ended September 30,
Nine Months Ended September 30,
2005
2005
(Unaudited)
(Unaudited)
Revenue
$
122,812
376,145
Net loss
$
(322,081)
(907,963)
Net loss per share
$
(0.01)
(0.06)
Glove Box, Inc.
In January, 2005 the Company 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. The Glove Box had no significant assets or operations, but owns the underlying technology to which the Company holds marketing licenses. The Company intends to continue to develop the technology. The entire purchase price of $100,000 has been written off as purchased research and development at March 31, 2005.
9
--------------------------------------------------
NOTE 5 - STOCK TRANSACTIONS
During the nine months ended September 30, 2006:
§
We issued 80,600,000 shares of common stock for cash proceeds of $291,377. These shares were issued pursuant to the Company's Bonus Plans. The shares were sold below fair value; an expense for the intrinsic value of $51,419 has been recorded in the statement of operations.
§
We issued 122,000,000 shares of common stock, valued at $484,300, for services.
§
We granted stock awards aggregating 23,250,000 shares of common stock which were outstanding at September 30, 2006. We recorded compensation expense of $10,114 related to these grants, based on 15% of market price.
The Company?s subsidiary, PTSCS, has sold common stock valued at $5,000 to third parties. The total amount of $5,000 is included in minority interest on the balance sheet at June 30, 2006.
During the nine months ended September 30, 2005 the Company:
§
We issued 5,575,000 shares of common stock for cash proceeds of $402,856. These shares were issued pursuant to the Company's Bonus Plans. The shares were sold below fair value; an expense for the intrinsic value of $71,093 has been recorded in the statement of operations.
§
We issued 8,080,000 shares of common stock, valued at $180,000, for services.
§
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 issued 5,000,000 shares of our Series D preferred stock, valued at $50,000, to our sole officer and director, as compensation.
During 2006, the Company granted stock awards to employees for an aggregate of 103,850,000 shares of common stock. The awards had a weighted average fair value of $0.0006 per share. The Company has recorded compensation expense of $61,533 related to these awards. The Company also granted 122,000,000 shares, with a weighted average fair value of $0.004, to consultants and has recorded a compensation cost of $484,300 related to these grants.
During 2005, the Company granted stock awards to employees for an aggregate of 5,575,000 shares of common stock. The awards had a weighted average fair value of $0.01 per share. The Company has recorded compensation expense of $71,093 related to these awards. The Company also granted 8,080,000 shares, with a weighted average fair value of $0.02, to consultants and has recorded a compensation cost of $180,000 related to these grants.
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 PTSCS. 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 PTSCS with the balance held by unrelated third parties. PTSCS anticipates generating funds for marketing and sales of stored valued prepaid debit cards through the sale of its common stock. PTS, Inc. will retain controlling interest in PTSCS.
10
--------------------------------------------------
NOTE 6 ? INVESTMENT IN COMMON STOCK
During the three months ended June 30, 2006 we received 41,760 shares of common stock in settlement of $117,864 of notes receivable. These shares were issued by Flexiciser, a privately held company.
NOTE 7 ? NOTE PAYABLE
During the quarter ended September 30, 2006, the Company issued a convertible promissory note in the amount of $100,000. The note bears interest at the rate of 8% per year and matures on December 31, 2007. The note is convertible at a discount to market and, as a result, a beneficial conversion feature in the amount of $53,439 has been recorded as a discount, which is being amortized over the term of the note.
NOTE 8 ? DISCONTINUED OPERATIONS
On October 10, 2006, an officer of a Company subsidiary, Global Links Card Services, Inc. (?GLCS?) exercised his option to purchase GLCS. As a result, the Company will no longer own an interest in GLCS. The assets, liabilities and results of operations have been presented as discontinued operations in these financial statements. The sale price is $349,000, which was paid with a convertible promissory note issued by GLCS. The note is payable in cash or GLCS common stock, at the discretion of GLCS. Payments on the note are due as follows: 2007, $48,000; 2008, $60,000; 2009, $72,000; 2010, $84,000; and 2011, $85,000.
NOTE 9 ? SUBSEQUENT EVENTS
Subsequent to the period ending September 30, 2006, the Company?s subsidiary Disability Access Consultants, Incorporated 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 (Pink Sheets: PWVG). Disability Access Corporation is a wholly owned 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 and is classified as a prepaid investment on the balance sheet at September 30, 2006. Since Power Save had no assets or operations at the date of acquisition, the entire purchase price will be charged to expense during the fourth quarter.
Under the terms of the Agreement and Plan of Merger, Disability Access Consultants, Incorporated will be merged with and into Disability Access Corporation, with Disability Access Consultants, Incorporated continuing as the surviving corporation. The converting of the outstanding shares of the constituent corporations will be 1 (one) common share of Disability Access Consultants, Incorporated will receive 130,000 (one hundred thirty thousand) common shares of Disability Access Corporation. The merger shall become effective on January 2, 2007 upon the completion of the year-end financial statements for the current fiscal year ending December 31, 2006. A copy of the Agreement and Plan of Merger was filed as an exhibit to the Company?s Form 8K filed with the Securities and Exchange Commission on November 2, 2006.
11
--------------------------------------------------
Item 2.
Management?s Discussion and Analysis or Plan of Operations.
Forward-Looking Information
Much of the discussion in this Item is ?forward looking? as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.
There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to, general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders, and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-QSB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-QSB, as well as the financial statements in Item 7 of Part II of our Form 10-KSB for the fiscal year ended December 31, 2005, as it may be amended.
Management?s Plan of Operations
General
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 articles of amendment 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 changed its name to PTS, Inc.
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.
12
--------------------------------------------------
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.
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.
Recent Changes in Our Capital Structure
Effective July 14, 2005, PTS, Inc. (the ?Registrant?) implemented a one for 500 reverse split of its issued and outstanding shares of common stock (the ?Reverse Split?). Following the Reverse Split, the number of issued and outstanding shares of the Registrant?s common stock was reduced from 1,053,622,172 to 2,107,325 in accordance with the one for 500 Reverse Split ratio. The number of the Registrant?s authorized common shares remained at 1,800,000,000, the number of the Registrant?s authorized preferred shares remained at 200,000,000, and the par value of the Registrant?s common and preferred stock remained at $0.001 per share following the Reverse Split.
All fractional shares which would otherwise be held by the Registrant's stockholders following the Reverse Split were rounded up to one whole share. The Registrant issued one new share of common stock for up to each 500 shares of common stock held as of July 13, 2005.
During January, 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 PTSCS. 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 PTSCS with the balance held by unrelated third parties. PTSCS anticipates generating funds for marketing and sales of stored valued prepaid debit cards through the sale of its common stock. PTS, Inc. will retain controlling interest in PTSCS.
On October 8, 2006, James Brewer, an individual and president of GLCS elected to exercise the 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. A copy of the stock purchase agreement and convertible note was filed as an exhibit to the Company?s Form 8K filed with the Securities and Exchange Commission on October 19, 2006. The Company has determined that GLCS? operations no longer fit with the Company?s objectives and would require substantial additional cash contributions in order to advance to profitability.
13
--------------------------------------------------
On October 17, 2006, the Company?s subsidiary Disability Access Consultants, Incorporated entered into an Agreement and Plan of Merger (the ?Agreement of Merger?) with Disability Access Corporation f/k/a Power-Save Energy Corp. a Delaware Corporation (Pink Sheets: PWVG). Disability Access Corporation is a wholly owned subsidiary of PTS. Under the terms of the Agreement of Merger, Disability Access Consultants, Incorporated will be merged with and into Disability Access Corporation, with Disability Access Consultants, Incorporated continuing as the surviving corporation. The converting of the outstanding shares of the constituent corporations will be 1 (one) common share of Disability Access Consultants, Incorporated will receive 130,000 (one hundred thirty thousand) common shares of Disability Access Corporation. The merger shall become effective on January 2, 2007 upon the completion of the year-end financial statements for the current fiscal year ending December 31, 2006. A copy of the Agreement of Merger was filed as an exhibit to the Company?s Form 8K filed with the Securities and Exchange Commission on November 2, 2006.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements, we believe the following critical accounting policy involve the most complex, difficult and subjective estimates and judgments.
Revenue Recognition
Disability Access Consultants, Inc. generates revenue from services regarding compliance with state, federal and local accessibility codes. Services include inspections of facilities, production of accessibility reports, consultation, expert witness services, review of policies and procedures of the client. Depending upon the contract with the client, a percentage of revenue is usually recognized upon the award of the contract or the commencement of services. Additional revenue is recognized with progress billing as the contracts are completed.
Stock-Based Compensation
On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (?FASB?) Statement of Financial Accounting Standards (?SFAS?) No. 123(R), Accounting for Stock-Based Compensation, to account for compensation costs under our stock option plans. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) (?APB 25?). Under the intrinsic value method prescribed by APB 25, no compensation costs were recognized for our employee stock options because the option exercise price equaled the market price on the date of grant. Prior to January 1, 2006, we only disclosed the pro forma effects on net income and earnings per share as if the fair value recognition provisions of SFAS 123(R) had been utilized.
In adopting SFAS No. 123(R), we elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under the modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant. We had no outstanding unvested awards at the adoption date and we had no outstanding unvested awards during the 2005 comparative period.
14
--------------------------------------------------
Results of Operations
Three months ended September 30, 2006 compared to the three months ended September 30, 2005.
Total net sales and revenues were $248,577 for the three months ended September 30, 2006 compared to no revenues for the prior comparative period. The increase results from the inclusion of revenue from DAC, which was acquired in late 2005. All of the previously reported 2005 sales were generated from the operations of Global Links Card Services, Inc., acquired in December 2004, which are now included in discontinued operations.
Total general and administrative expenses for the three months ended September 30, 2006 increased by $152,651 to $415,503 for the three months ended September 30, 2006 from $262,852 for the three months ended September 30, 2005. The increase is primarily attributed to an increase of $266,703 in expenses related to the DAC operations, which were not included in the 2005 operations, along with decreases in compensation expense of $131,082 and in other expenses of $18,520, exclusive of DAC, all partially offset by an increase in consulting fees of $35,550, exclusive of DAC.
Interest expense and finance cost for the three months ended September 30, 2006 was $40,798 as compared to $20,056 for the same period of 2005. The increase results from increased debt and from the amortization of the beneficial conversion features resulting from the issuance of convertible debt.
Net loss from continuing operations decreased from a loss of $282,900 for the three months ended September 30, 2005 to a loss of $207,704 for the three months ended September 30, 2006, a decrease of $75,196. The decrease results from the increases and decreases described above. During the three months ended September 30, 2006, the Company experienced a net loss from continuing operations of $0.00 per share compared to a net loss from continuing operations of $0.01 per share for the same period in 2005.
Nine months ended September 30, 2006 compared to the nine months ended September 30, 2005.
Total net sales and revenues were $581,597 for the nine months ended September 30, 2006 compared to no revenue for the prior comparative period. The increase results from the inclusion of revenue from DAC, which was acquired in late 2005. All of the previously reported 2005 sales were generated from the operations of Global Links Card Services, Inc., acquired in December 2004, which are now included in discontinued operations.
Total general and administrative expenses for the nine months ended September 30, 2006 increased by $790,340 to $1,488,285 for the nine months ended September 30, 2006 from $697,945 for the nine months ended September 30, 2005. The increase is primarily attributed to an increase of $704,796 in expenses related to the DAC operations, which were not included in the 2005 operations, along with an increase in consulting fees of $213,205 exclusive of DAC, offset by decreases in compensation expense of $107,660 and in other expenses of $20,001, exclusive of DAC.
Interest expense and finance cost for the nine months ended September 30, 2006 was $108,921 as compared to $44,840 for the same period of 2005. The increase results from increased debt and from the amortization of the beneficial conversion features resulting from the issuance of convertible debt.
Net loss from continuing operations increased from a loss of $840,184 for the nine months ended September 30, 2005 to a loss of $1,014,906 for the nine months ended September 30, 2006, an increase of $174,722. The increase results from the increases and decreases described above. During the nine months ended September 30, 2006, the Company experienced a net loss from continuing operations of $0.01 per share compared to a net loss from continuing operations of $0.06 per share for the same period in 2005.
15
--------------------------------------------------
Liquidity and Capital Resources
As of September 30, 2006, we had a deficiency in working capital of $1,465,978 and a stockholders deficiency of $332,967. Cash used by operations was $785,682 during the nine months ended September 30, 2006. A loss of $1,264,040 was partially offset by non-cash charges of $59,282 of depreciation and amortization, $545,833 in stock based expense and $72,303 in financing expense, increased by a net change in operating assets and liabilities of $200,948. Net cash used by investing activities totaled $185,825 for the nine months ended September 30, 2006, comprised mainly of a payment made to acquire Disability Access Corporation f/k/a Power Save Energy Corp. Cash provided by financing activities for the nine months ended September 30, 2006 was $1,025,253. Cash proceeds from stock sold were $296,377.
In order to execute our business plan, we will need to acquire additional capital from debt or equity financing.
Our independent certified public accountants have stated in their report, included in the Form 10-KSB, that due to our net loss and negative cash flows from operations, in addition to a lack of operational history, there is a substantial doubt about our ability to continue as a going concern. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing arrangements. There is no assurance that any financing will be sufficient to fund our capital expenditures, working capital and other cash requirements for the fiscal year ending December 31, 2006. No assurance can be given that any such additional funding will be available or that, if available, can be obtained on terms favorable to us. If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. A material shortage of capital will require us to take drastic steps such as further reducing our level of operations, disposing of selected assets or seeking an acquisition partner. If cash is insufficient, we will not be able to continue operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3.
Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission?s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of Disclosure and Controls and Procedures. As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
16
--------------------------------------------------
Changes in Internal Controls Over Financial Reporting. There was no change in our internal controls, which are included within disclosure controls and procedures, during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls.
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
None.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
During the period ending September 30, 2006, the Company issued 48,600,000 shares of common stock for cash proceeds of $140,548. These shares were issued pursuant to the Company?s Bonus Plans. The shares were sold below fair value; an expense for the intrinsic value of $51,419 has been recorded in the statement of operations.
During the period months ending September 30, 2006, the Company issued 16,420,000 shares of common stock, valued at $45,350, for services.
During the period ending September 30, 2006, the Company granted stock awards aggregating 13,050,000 shares of common stock which were outstanding at September 30, 2006. We recorded compensation expense of $5,828 related to these grants, based on 15% of market price.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5.
Other Information.
None.
Item 6.
Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
Identification of Exhibit
3.1**
Articles of Incorporation, filed effective September 15, 1999.
3.2**
Certificate of Amendment to Articles of Incorporation, filed effective April 27, 2001.
3.4**
Certificate of Amendment to Articles of Incorporation, filed effective March 10, 2004.
3.5**
Certificate of Amendment to Articles of Incorporation, filed effective September 13, 2004.
3.12**
Bylaws.
31.1*
Certification of Peter Chin, Chief Executive Officer and Chairman of the Board of Directors of PTS, Inc. pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Peter Chin, Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Peter Chin, Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Peter Chin, Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
__________
* Filed herewith.
** Previously Filed
(b) Reports on Form 8-K
None
17
--------------------------------------------------
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated November 14, 2006
PTS, Inc.
By: /s/ Peter Chin
Peter Chin, Chief Executive Officer and Chairman of the Board of Directors
--------------------------------------------------
EXHIBIT 31.1
SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Peter Chin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of PTS, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: November 14, 2006
By: /s/ Peter Chin
Peter Chin, Chief Executive Officer
--------------------------------------------------
EXHIBIT 31.2
SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Peter Chin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of PTS, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: November 14, 2006
By: /s/ Peter Chin
Peter Chin, Chief Financial Officer
--------------------------------------------------
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PTS, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Chin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
By: /s/ Peter Chin
Peter Chin
Chief Executive Officer
November 14, 2006
--------------------------------------------------
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PTS, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Chin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
By: /s/ Peter Chin
Peter Chin
Chief Financial Officer
November 14, 2006
--------------------------------------------------
Optionen
| Antwort einfügen |
| Boardmail an "Danjo" |
|
Wertpapier:
PTS
|
