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[Daxboy5000]

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[Mick1968]

Zahlen waren guuuut und es gibt ne Dividente.

Näheres zu den Auftrag und dem Verkauf der Produkte von Pwvg gibts in kürze absolutes Strong Buy so bald gibts die nicht mehr zu den kurs.

[Mick1968]

Form 10QSB for PTS INC/NV/


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14-Nov-2006

Quarterly Report


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.



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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.



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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.



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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.



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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.



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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.

[Mick1968]

Super bericht bis 30.09. WOOOW es geht langsam aufwärts.

[Daxboy5000]

Antwort auf Beitrag Nr.: 25.407.765 von Mick1968 am 15.11.06 12:34:46

nach diesem Bericht werde ich weiter aufstocken. Danke Mick!!