UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One)x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007  ̈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)Nevada88-0380544(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)3355 Spring Mountain Road, Suite 66
Las Vegas, Nevada89102(Address of principal executive offices)(Zip Code)Registrants telephone number, including area code: (702) 327-7266Securities registered under Section 12(b) of the Exchange Act:NoneSecurities registered under Section 12(g) of the Exchange Act:Common stock, par value $0.00001 per share(Title of Class)  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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  ̈  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  x  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ̈      No x State issuer’s net revenues for its most recent fiscal year: $1,452,879. The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 11, 2008 was approximately $2,638,784 based upon the closing price of $0.003 reported for such date on The OTC Bulletin Board. As of March 11, 2008 the registrant had 882,244,636 outstanding shares of Common Stock. Documents incorporated by reference:  None. Transitional Small Business Disclosure Format (Check one): Yes ̈Nox   TABLE OF CONTENTS PART IItem 1.Description of Business3Item 2.Description of Property12Item 3.Legal Proceedings12Item 4.Submission of Matter to a Vote of Security Matters12PART IIItem 5.Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities12Item 6.Managements Discussion and Analysis or Plan of Operation14Item 7.Financial Statements18Item 8.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure18Item 8A.Controls and Procedures18Item 8B.Other Information20PART IIIItem 9.Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act20Item 10.Executive Compensation21Item 11.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters22Item 12.Certain Relationships and Related Transactions23Item 13.Exhibits23Item 14.Principal Accountant Fees and Services24Signatures25   2   PART I  FORWARD-LOOKING STATEMENTS  When used in this Form 10-KSB, in filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer of the Company, the words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  The Company cautions readers not to place undue reliance on any forward looking statements, which speak only as of the date made, are based on certain assumptions and expectations which may or may not be valid or actually occur, and which involve various risks and uncertainties. The Company's actual results for future periods could differ materially from those anticipated or projected.  Unless otherwise required by applicable law, the Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.  ITEM 1. DESCRIPTION OF BUSINESS. Company Overview PTS, Inc. (our, us, we, PTS or 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. 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. On November 15, 2005, we acquired 100% of the outstanding common stock of Disability Access Consultants, Inc., (DAC) a California corporation pursuant to a securities exchange agreement.  DAC is a corporation with an extensive history of accessibility compliance consulting. DAC provides consultation to numerous state and local governmental entities and businesses.  DAC has assisted city and county governments, the Federal government, school districts, and other public entities and municipalities. DAC has also assisted retail, commercial, recreational and corporate clients to comply with state and federal accessibility standards.  DAC has developed transition/barrier removal plans, provided consultation and expert witness services.  DAC offers both pro-active services as well as support and assistance for companies that are facing penalties and litigation for being out of compliance. DAC has assisted in litigation and has performed compliance audits for public entities and other businesses. To help companies and public entities meet the requirements of the Americans with Disabilities Act and other accessibility standards, DAC has developed  proprietary software that is a management tool to simplify and streamline the accessibility compliance process. DAC has offices in Nevada, Northern California and Florida.  On October 17, 2006 DAC entered into an Agreement and Plan of Merger (the Agreement of Merger) with Disability Access Corporation f/k/a Power-Save Energy Corp. ("Power-Save") a Delaware corporation. Disability Access Corporation was acquired as a subsidiary of PTS.  The Power-Save acquisition was completed during October, 2006.  The purchase price for Power-Save of $150,000 was paid in September 2006. Since Power-Save had no assets or operations at the date of acquisition, the entire purchase price has been charged to expense during the fourth quarter.  3   We originally acquired 150,000,000 shares of Disability Access Corporation. We then effected a stock split of Disability Access Corporation such that there are now 2,216,270,800 common shares outstanding. During December 2006, we distributed 126,189,788 shares of Disability Access Corporation to our stockholders on a pro rata basis. We now own approximately 76% of Disability Access Corporation.  Under the terms of the Agreement of Merger, DAC was to be merged with and into Disability Access Corporation, with DAC continuing as the surviving corporation.  Upon further consideration, our Board of Directors has reconsidered the structure and has decided, for various business optimization purposes that, instead of merging DAC with Disability Access Corporation, DAC will become a wholly owned subsidiary of Disability Access Corporation. On January 11, 2007, DAC executed a Consulting Agreement with a quick service restaurant group (Client).  The Client's name can not be disclosed due to the confidentiality clause in the agreement.  Under the terms of the Consulting Agreement, DAC will provide services to the Client including (i) comprehensive and accurate accessibility compliance survey consulting services for selected restaurant locations (ii) consulting and advising Client as an expert witness (iii) report DACs facts, conclusions and findings to Client (iv) inspection services (v) a license to use the DAC Software in accordance with the terms and conditions of the software license agreement(s) which will include database relation services.  In consideration of DACs services performed, the Client will pay fees in excess of $5,000,000. During the three months ended September 30, 2007, DAC was awarded several expanded and new municipal contracts. These contracts represent over $500,000 in additional business. During the three months ended March 31, 2007, the Company entered into a Non-Binding Letter of Intent to acquire 88.33% of Strategic Healthcare Systems, Inc., a publicly traded Pink Sheet company (SHCS). The acquisition agreement was cancelled on May 15, 2007 as described in our Current Report on Form 8-K filed on May 17, 2007. Current Business Plan Our current purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation which is registered under the Securities Exchange Act of 1934, as amended.  We do not restrict our search to any specific business; industry or geographical location and we may participate in a business venture of virtually any kind or nature. We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service or for other corporate purposes.  We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. As part of our investigation of potential merger candidates, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel and take other reasonable investigative measures, to the extent of our financial resources and management expertise.  The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the opportunity, our relative negotiation strength and that of the other management.  We intend to concentrate on identifying preliminary prospective business opportunities that may be brought to our attention through present associations of our officers and directors, or by our shareholders.  In analyzing prospective business opportunities, we will consider such matters as the available technical, financial and managerial resources; Sarbanes-Oxley Act of 2002 compliance; 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.  4   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.  Effective November 8, 2004 we entered into a stock exchange agreement to acquire all of the outstanding stock of Glove Box TM, Inc. from two parties. In January, 2005 we issued 2,500,000 shares of Series B preferred stock and 7,500,000 shares of Series C preferred stock for all of the outstanding stock of The Glove Box, Inc. The preferred shares have been valued at an aggregate of $100,000. We also assumed net liabilities of $14,739. The Glove Box had no significant assets or operations, but owns the underlying technology to which we hold marketing licenses. We intend to continue to develop the technology.  As a result of this acquisition, we now own the underlying Glove Box technology. The Glove Box TM solves a long standing contamination problem in hospitals and medical offices caused by the normal retrieval and donning of the gloves from a standard glove box. With its patented, free-standing dispenser (looking much like a filing cabinet), user selects from three glove sizes, slips their hands through sealed openings into air-filled gloves, then hits a foot switch to release the gloves onto their hands. A significant benefit of the Glove Box TM is its unique design feature that permits the dispensing of un-powdered gloves that, without the use of the Glove Box TM, are increasingly the cause of both contamination and communicable health problems. The first prototype was finished during the first quarter of 2004 and the test was successful. On March 10, 2006, Glove Box TM, Inc., was granted U.S. Patent number 6,953,130 for the Glove Box TM product. We have had discussions with potential medical facilities in Beijing and Shanghai, China to do a joint venture in manufacturing and marketing.  The Company previously anticipated plans of a possible joint venture during 2007. Due to the Companys shift in primary business focus to the expansion of Disability Access Consultants, Inc. and the costly due diligence process the possibility of a joint venture has been put on hold.  DAC presently is devoting resources to developing alternative commercial uses for its proprietary technology and product development software. Towards this end, the Board of Director has elected to expand its software customer market base into Asia where certain parties have shown great interest in the Companys proprietary technology. The Companys Board feels this will maximize growth opportunities as well as yielding enhanced shareholder value for the long term. DAC has certain long term client contract relations, which provides an excellent baseline of annual revenue and continues to expand its client base among public and private entities. DAC has several contracts in the final stage of negotiations, for the current fiscal year, and will inform shareholders when finalized.  In addition, pending Federal government funding and allocation, DAC is a candidate for a very significant services contract to the Federal Government. Further, the Company continues to receive solicitations from both private and state government sectors to make its proprietary software available for licensed use. Management feels strongly that it will be the same within Asia. The potential licensing of the software has been a key long-term business goal of DAC and the demand has been deemed to be large enough to warrant continued and further development of that business opportunity.  Key Personnel Our future financial success depends to a large degree upon the efforts of Mr. Peter Chin, our sole officer and director.  Mr. Chin has played a major role in developing and executing our business strategy.  The loss of Mr. Chin could have an adverse effect on our business and our chances for profitable operations.  While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed.  If we do not succeed in retaining and motivating our current employees and attracting new high quality employees, our business could be adversely affected.  We do not maintain key man life insurance on the life of Mr. Chin. 5   Our Financial Results May Be Affected by Factors Outside of Our Control Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control.  Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from our projections.  We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall.  Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition. We cannot predict with certainty our revenues and operating results.  Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance. Corporate Offices Our executive office is located at 3355 Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102.  For corporate information email psc3388@yahoo.com. Employees During the fiscal year ended December 31, 2007 PTS had 3 employees.  Through our subsidiaries, we have an additional three full time employees who serve in administrative positions and 11 full time employees serving in staff positions.  Management intends to hire additional employees only as needed and as funds are available. In such cases compensation to management and employees will be considered with prevailing wages for services rendered.  Risk Factors Need for ongoing financing. We will need additional capital to continue our operations and will endeavor to raise funds through the sale of equity shares and revenues from operations. There can be no assurance that we will continue to generate revenues from operations or obtain sufficient capital on acceptable terms, if at all.  Failure to obtain such capital or generate such operating revenues would have an adverse impact on our financial position and results of operations and ability to continue as a going concern.  Our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products.  There can be no assurance that additional private or public finances, including debt or equity financing, will be available as needed or, if available, on terms favorable to us.  Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility.  Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations. If we raise additional funds by issuing equity securities, existing stockholders may experience a dilution in their ownership.  In addition, as a condition to giving additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders. 6  Business concentration. Credit risk:  Financial instruments, which potentially subject us to concentrations of credit risk, consist of cash and accounts receivable. We place our cash with high quality financial institutions and, at times, balances may exceed the FDIC $100,000 insurance limit. We extend credit based on an evaluation of a customer's financial condition, generally without collateral. Exposure to losses on accounts receivable is principally dependent on each customer's financial condition. We monitor our exposure for credit losses and maintains allowances for anticipated losses, if required.  Customers:  During 2007, one customer accounted for 44% of our revenue. During 2006, two customers accounted for a total of 28% of our revenue. No other customer accounted for more than 10% of revenue during 2007 and 2006.  At December 31, 2007, four customers accounted for a total of 85% of our accounts receivable. No other customer accounted for more than 10% of our accounts receivable at December 31, 2007.  Inflation. In our opinion, inflation has not had a material effect on our financial condition or results of our operations. Trends, risks and uncertainties. We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.  Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock. Cautionary factors that may affect future results. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business and our products.  These are factors that we think could cause our actual results to differ materially from expected results.  Other factors besides those listed here could adversely affect us. Potential fluctuations in quarterly operating results. Our quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including the demand for our services, seasonal trends in purchasing, the amount and timing of capital expenditures; price competition or pricing changes in the industry; technical difficulties or system downtime; general economic conditions, and economic conditions specific to our industry.  Our quarterly results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters.  Particularly at our early stage of development, occurrences such as accounting treatment can have a material impact on the results for any quarter.  Due to the foregoing factors, among others, it is likely that our operating results will fall below our expectations or those of investors in some future quarter. Lack of independent directors. We cannot guarantee that our board of directors will have a majority of independent directors in the future.  In the absence of a majority of independent directors, our executive officers, could establish policies and enter into transactions without independent review and approval thereof.  This could present the potential for a conflict of interest between us and our stockholders generally and the controlling officers, stockholders or directors. 7    Limitation of liability and indemnification of officers and directors. Our officer and directors are required to exercise good faith and high integrity in our management affairs.  Our articles of incorporation provide, however, that our officer and directors shall have no liability to our stockholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they violated their duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction.  Our articles and bylaws also provide for the indemnification by us of the officer and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, our best interests, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations. Management of potential growth. We may experience rapid growth which will place a significant strain on our managerial, operational, and financial systems resources.  To accommodate our current size and manage growth, we must continue to implement and improve our financial strength and our operational systems, and expand, train and manage our sales and distribution base.  There is no guarantee that we will be able to effectively manage the expansion of our operations, or that our facilities, systems, procedures or controls will be adequate to support our expanded operations.  Our inability to effectively manage our future growth would have a material adverse effect on us. We pay no cash dividends. We have never declared nor paid cash dividends on our capital stock.  We currently intend to retain any earnings for funding growth; however these plans may change depending upon capital raising requirements. Quantitative and qualitative disclosure aboutmarket risk. We believe that we do not have any material exposure to interest or commodity risks.  Our financial results are quantified in U.S. dollars and our obligations and expenditures with respect to our operations are incurred in U.S. dollars.  Although we do not believe we currently have any materially significant market risks relating to our operations resulting from foreign exchange rates, if we enter into financing or other business arrangements denominated in currency other than the U.S. dollars, variations in the exchange rate may give rise to foreign exchange gains or losses that may be significant. We do not use financial instruments for trading purposes and we are not a party to any leverage derivatives. Risks Relating to Our Business We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and result of operations and financial condition could be materially adversely affected. We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2007. In subsequent years, our independent registered public accounting firm will be required to opine on those internal controls and managements assessment of those controls. In the process, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review. We cannot be certain that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that our auditors will not have to report a material weakness in connection with the presentation of our financial statements. If we fail to comply with the requirements of Section 404 of if our auditors report such material weakness, the accuracy and timeliness of the filing of our annual report may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative affect on the trading price of our common stock. In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.  8   Further, we believe that the out-of-pocket costs, the diversion of managements attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected. We are not likely to succeed unless we can overcome the many obstacles we face. As an investor, you should be aware of the difficulties, delays and expenses we encounter, many of which are beyond our control, including unanticipated market trends, employment costs, and administrative expenses.  We cannot assure our investors that our proposed business plans as described in this report will materialize or prove successful, or that we will ever be able to finalize development of our products or services or operate profitably.  If we cannot operate profitably, you could lose your entire investment.  As a result of the nature of our business, initially we expect to sustain substantial operating expenses without generating significant revenues. Our auditors have stated we may not be able to stay in business. Our auditors have issued a going concern opinion, which means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.  Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations.  See Managements Discussion and Analysis or Plan of Operation. Our acquisition strategy involves a number of risks. We intend to pursue growth through the opportunistic acquisition of companies or assets that will enable us to expand our service lines to provide more cost-effective customer solutions.  We routinely review potential acquisitions.  This strategy involves certain risks, including difficulties in the integration of operations and systems, the diversion of our managements attention from other business concerns, and the potential loss of key employees of acquired companies.  We may not be able to successfully acquire, and/or integrate acquired businesses into our operations. Risks Relating to Our Stock We may need to raise additional capital.  If we are unable to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely affected. Due to the lack of significant revenue, we need to secure adequate funding.  If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and services and our business will most likely fail.  We do not have commitments for additional financing.  To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities.  Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders.  If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.  If we are unable to obtain adequate financing, we may have to curtail business operations which would have a material negative effect on operating results and most likely result in a lower stock price. 9   Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that you may not be able to sell your shares at or above the price that you pay for the shares. Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so.  During 2007 and 2006, our common stock was sold and purchased at prices that ranged from a high of $0.01 to a low of $0.001 per share.  The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity because the price for our common stock may suffer greater declines due to its price volatility. The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you pay.  Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following: · Variations in our quarterly operating results; · The development of a market in general for our products and services; · Changes in market valuations of similar companies; · Announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; · Loss of a major customer or failure to complete significant transactions; · Additions or departures of key personnel; and · Fluctuations in stock market price and volume. Additionally, in recent years the stock market in general, and the OTC Bulletin Board and technology stocks in particular, have experienced extreme price and volume fluctuations.  In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company.  These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. Over the past few months, there have been periods of significant increases in trading volume of our common stock during which the price of our stock has both increased and decreased.  The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this report does not necessarily portend what the trading price of our common stock might be in the future. Our directors have the right to authorize the issuance of preferred stock and additional shares of our common stock. Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series.   Any issuance of preferred stock could adversely affect the rights of holders of our common stock. Should we issue additional shares of our common stock at a later time, each investors ownership interest in PTS, Inc. would be proportionally reduced.  No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities. 10   If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Companies trading on the OTC Bulletin Board, such as PTS, Inc., must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.  If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Our common stock is subject to the penny stock rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a penny stock, for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  Inasmuch as that the current bid and ask price of common stock is less than $5.00 per share, our shares are classified as penny stock under the rules of the SEC.  For any transaction involving a penny stock, unless exempt, the rules require: · That a broker or dealer approve a persons account for transactions in penny stocks; and · The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a persons account for transactions in penny stocks, the broker or dealer must: · Obtain financial information and investment experience objectives of the person; and · Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: · Sets forth the basis on which the broker or dealer made the suitability determination; and · That the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the penny stock rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Investors in penny stock should be prepared for the possibility that they may lose their entire investment. 11  ITEM 2. DESCRIPTION OF PROPERTY.  The Company owns no real property.  We lease office space at 3355 Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102, on a month to month basis at a rate of US $525.00 per month.  Management believes that its facilities are adequate for its present business.  The Companys subsidiary, Disability Access Consultants, also leases office space for the following offices:  Office LocationLease ExpirationMonthly RentN. Las Vegas, NV (2 Suites)December 2009$4,697.31FloridaMonth to month basis$400.00Oroville, CaliforniaMonth to month basis$1,300.00  ITEM 3. LEGAL PROCEEDINGS. None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None PART II  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. The Companys Common Stock is traded on the OTCBB (Over-The-Counter Bulletin Board) under the symbol PTSH. The following table sets forth the trading history of the Common Stock on the Bulletin Board for each quarter of the years ended December 31, 2007 and 2006, as reported by Dow Jones Interactive. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not represent actual transactions.  Calendar Year 2006HighLowFirst Quarter
Second Quarter
Third Quarter
Fourth Quarter0.0025
0.0022 0.0021
0.00310.013
0.0077
0.0043
0.0138Calendar Year 2007HighLowFirst Quarter
Second Quarter
Third Quarter
Fourth Quarter0.005
0.003
0.001
0.0010.005
0.002
0.001
0.001  12   As of March 11, 2008, we had 882,244,636 shares of our common stock outstanding.  Our shares of common stock are held by approximately 281 stockholders of record.  The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Section 15(g) of the Exchange Act The shares of our common stock are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors. Rule 15g-2 declares unlawful any broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer the current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation. Our common stock may be subject to the foregoing rules.  The application of the penny stock rules may affect our stockholders ability to sell their shares because some broker-dealers may not be willing to make a market in our common stock because of the burdens imposed upon them by the penny stock rules. The following table provides information about purchases by us and our affiliated purchasers during the quarter ended December 31, 2007 of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934:   Small Business Issuer Purchases of Equity Securities(a)(b)(c)(d)PeriodTotal number of shares (or units) purchasedAverage price
paid per
share (or unit)Total number of shares (or units) purchased as part of publicly announced plans or programsMaximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programsOctober 2007-0--0--0--0-November 2007-0--0--0--0-December 2007-0--0--0--0-Total-0--0--0--0-   13   ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. The following discussion should be read in conjunction with other sections of this Form 10-KSB including Part 1, Item 1: Business and Part II, Item 7: Financial Statements.  Various sections of managements discussion and analysis (MD&A) contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially due to factors discussed in this report, as well as factors not within our control. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations. Our MD&A is provided as a supplement to our audited financial statements to help provide an understanding of our financial condition, changes in financial condition and results of operations. The MD&A section is organized as follows: · Overview. This section provides a general description of the Company's business, as well as recent developments that we believe are important in understanding our results of operations as well as anticipating future trends in our operations. · Critical Accounting Policies. This section provides an analysis of the significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosure of contingent assets and liabilities. · Results of Operations. This section provides an analysis of our results of operations for the year ended December 31, 2007 compared to the year ended December 31, 2006.  A brief description of certain aspects, transactions and events is provided. · Liquidity and Capital Resources. This section provides an analysis of our financial condition and cash flows as of and for the year ended December 31, 2007.  Separation Agreement  On June 25, 2002 the Company and its wholly owned subsidiary, Elast Technologies Corporation (a Delaware corporation) (Elast Delaware) entered into a Separation and Distribution Agreement through which PTS intended to spin off Elast Delaware by distributing to its stockholders one share of Elast Delaware common stock for every twenty shares of PTS common stock owned by stockholders of record on June 25, 2002. After the spin off, Elast Delaware was to be a separate company, no longer owned by PTS.  On August 30, 2002, PTS and Elast amended the original agreement to clarify the distribution date to occur on or about December 31, 2002. Pursuant to the amended agreement, the distribution date was been delayed by mutual consent of the parties, subject to finalization of debt allocations and mutual Board of Directors approval. As a result of this agreement, upon consummation PTS was no longer be involved in the development of its previous product. Pursuant to the agreement, the Companys subsidiary, Elast Delaware, was to assume certain liabilities, the amount of which had yet to be finalized, which were included in the December 31, 2005 consolidated balance sheet in the amount of $300,195. The liabilities of Elast Delaware which were included in accounts payable in the consolidated balance sheet at December 31, 2005 were reversed during 2006 due to the statute of limitations in Nevada of four years.  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 policies involve the most complex, difficult and subjective estimates and judgments.  14  Revenue Recognition  DAC 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. GLCS generated revenue from the sale and fulfillment of orders for plastic stored value cards. Revenue from sale of cards was recognized upon delivery and acceptance of the cards by the customer. Revenue from the monthly fees and transactions fees on the outstanding cards were recognized monthly as earned, on a net basis. GLCS revenue is included in loss from discontinued operations. Stock-Based Compensation  On January 1, 2006, we adopted the fair value recognition provisions of 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).  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 2007 comparative period. We did not grant any option awards during 2007 or 2006.  We use the fair value method for equity instruments granted to non-employees and will use the Black Scholes model for measuring the fair value of options, if issued.  The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.  Research and Development We expense software development costs up until the attainment of technological feasibility of our software products.  We reported no research and development expense for the year ended December 31, 2007 compared to $422,465 for the year ended December 31, 2006.  No software development costs have been capitalized during 2007 or 2006.  Intangible and Long-Lived Assets  We follow SFAS No. 144, Accounting for Impairment of Disposal of Long-Lived Assets, which established a primary asset approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long lived asset to be held and used.  Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.  Goodwill is accounted for in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets". We assess the impairment of long-lived assets, including goodwill and intangibles on an annual basis or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel.  We have determined that there was no impairment of goodwill during 2007.  15  INVESTMENT IN COMMON STOCK During the second quarter of 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. Due to the lack of liquidity of this investment and the uncertainty of realization of the recorded investment amount, we have recorded an impairment expense of the full amount of the investment at December 31, 2006.  Results of Operations Twelve Months Ended December 31, 2007 compared to the Twelve Months Ended December 31, 2006. Revenue Total revenue was $1,452,879 for the year ended December 31, 2007 compared to $781,886 during 2006, an increase of $670,993. The increase results primarily from the new consulting agreements entered into by DAC during 2007. Although we expect revenues to increase as we continue to expand our business, there can be no assurance that our net revenues will increase. General and Administrative Expenses Total general and administrative expenses for the year ended December 31, 2007 increased by $652,379 to $2,277,785, for the year ended December 31, 2007 from $1,625,406 for the year ended December 31, 2006. The primary components of our general and administrative expenses are compensation costs, consulting fees, professional fees, travel and entertainment and rent. The increases result primarily from the growth of DACs business.  We do not expect G&A expenses to increase substantially in the coming 12 months.  We intend to focus on operating efficiencies, increasing revenues, and attaining profitability during this period. Research and Development We expense software development costs up until the attainment of technological feasibility of our software products.  We reported no research and development expense for the year ended December 31, 2007 compared to $422,465 for the year ended December 31, 2006.  No software development costs have been capitalized during 2007 or 2006. Interest Expense, Finance Costs and Fair Value of Derivative Liability (Other income/expense)  Other income/expense and finance cost for the year ended December 31, 2007 was $374,574 as compared to $219,155 for the year ended December 31, 2006. The increase results from interest expense attributable to increased debt along with a charge of $253,191 to reflect the non cash change in the fair value of our derivative liability during the year ended December 31, 2007.  In addition, we recorded a gain on extinguishment of debt of $58,921 because of the forgiveness of an outstanding note payable.   16   Net Loss Net loss from continuing operations decreased from a loss of $1,485,140 for the year ended December 31, 2006 to a loss of $1,199,480 for the year ended December 31, 2007, a decrease of $285,660. The decrease results from the increases and decreases described above. Liquidity and Capital Resources As of December 31 2007, we had a deficiency in working capital of $602,270. Cash used in operations was $243,743 during the year ended December 31, 2007. A loss of $1,199,480 was partially offset by non-cash charges of $57,589 of depreciation and amortization, $492,827 in stock based expense, $81,740 in financing expense, and a charge of $253,191 related to the change in fair value of our derivative liability.  Net cash used in investing activities totaled $22,238 for the year ended December 31, 2007. Cash provided by financing activities for the year ended December 31, 2007 was $370,601. Cash proceeds from stock sold were $336,389. 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 this Form 10-KSB, that due to our net loss and negative cash flows from operations.  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, 2007. 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. Recent Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The Company does not expect the new standard to have any material impact on its financial statements.  In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value.  SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on our financial condition or results of operations.  In June 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities (EITF No. 07-3). EITF No. 07-3 requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities be deferred and capitalized and recognized as an expense as the goods are delivered or the related services are performed. EITF No. 07-3 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007 and will be adopted in the first quarter of fiscal 2008. The Company doe not expect the new standard to have any material impact on its financial statements.  17    In December 2007, the FASB issued SFAS No. 141(R) Business Combinations, (SFAS 141(R)). This Statement replaces the original FASB Statement No. 141. This Statement retains a fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS 141(R) establishes principles and requirements for how the acquirer: (1) Recognizes and measurers in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. (2) Recognized and measurer the goodwill acquired in the business combination or a gain from a bargain purchase. (3) Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement apples prospectively to business combinations for which the acquisition date is on of after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company does not expect the new standard to have any material impact on its financial statements.  In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.(SFAS 160). This Statement amends the original Accounting Review Board (ARB) NO. 51 Consolidated Financial Statements to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company does not currently expect the new standard to have any material impact on its financial statements.  ITEM 7. FINANCIAL STATEMENTS. The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1 through F-20.  ITEM 8. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.  ITEM 8A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures  We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the  SEC), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.  In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  18   As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of December 31, 2007 to cause the 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 prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.  Evaluation of and Report on Internal Control over Financial Reporting The management of PTS, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the companys principal executive and principal financial officers and effected by the companys board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:  −Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;−Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and−Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2007, the Companys internal control over financial reporting is effective based on those criteria. This annual report does not include an attestation report of the Companys registered accounting firm regarding internal control over financial reporting.  Managements report is not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.  19   Changes in Internal Control over Financial Reporting  There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  ITEM 8B. OTHER INFORMATION. On October 9, 2007, the Company filed an amendment to the articles of incorporation with the state of Nevada to increase the authorized number of shares of the Companys common stock from 1,800,000,000 to 2,800,000,000 shares.  In addition, the par value of the common stock was reduced from $.001 to $.00001 per share. A copy of the amendment is filed as exhibit 10.17 to this Form 10-KSB. PART III  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Our directors and executive officers areas follows: NameAgePositionPosition Held SincePeter Chin60Chief Executive Officer and Chairman of the Board of Directors2002 The business experience of the person listed above is as follows: PETER CHIN, CHIEF EXECUTIVE OFFICE AND CHAIRMAN OF THE BOARD OF DIRECTORS -Mr. Chin has served as a director of the Golden Arrow Group of Companies, USA since 1993.  Golden Arrow Group of Companies, USA is in the business of hotel and land management in China.  In 2000 and 1999, Mr. Chin was an independent business consultant.  Mr. Chin has served as our consultant since 2001 and as our sole officer and director since 2002.  Mr. Chin currently serves as Corporate Secretary and a member of the board of directors of International Building Technologies Group, Inc. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of PTS, Inc. equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and the other equity securities of PTS, Inc. Officers, directors, and persons who beneficially own more than ten percent of a registered class of PTS, Inc. equities are required by the regulations of the Commission to furnish PTS, Inc. with copies of all Section 16(a) forms they file.  Mr. Chin gifted 35,000,449 shares held by him to an individual during the first quarter of 2007. Mr. Chin has yet to file his Form 5 to report stock transactions during the year ended December 31, 2007. Code of Ethics We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  The code of ethics is designed to deter wrongdoing and to promote: · Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 20   · Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the SEC and in other public communications made by us; · Compliance with applicable governmental laws, rules and regulations; · The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and · Accountability for adherence to the code. A copy of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions was filed as an exhibit to the Companys Annual Report on Form 10-KSB for the Year Ended December 31, 2005 filed on April 20, 2006. We will provide to any person without charge, upon request, a copy of our code of ethics.  Any such request should be directed to our corporate secretary at 3355 Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102.  ITEM 10. EXECUTIVE COMPENSATION. Summary of Cash and Certain Other Compensation Summary Compensation Table The following table provides certain summary information concerning the compensation earned by the named executive officers for the years ended December 31, 2007, December 31, 2006 and December 31, 2005 for services rendered in all capacities to PTS, Inc.: Name & Principal PositionYearSalary ($)Bonus ($)Stock Awards ($)Option Awards ($)Non-Equity Incentive Plan Compensation ($)Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)Peter Chin
Chief Executive Officer2007187,500-120,000----307,5002006228,500------228,5002005180,000------180,000 (1)Mr. Chin received 8,000,000 shares of Disability Access Corporations convertible preferred stock. Employment Agreements  None. 21   Director Compensation DIRECTOR COMPENSATIONNameFees Earned or Paid in CashStock AwardsOption AwardsNon-Equity Incentive Plan CompensationNon-Qualified Deferred Compensation EarningsAll Other CompensationTotalPeter Chin(1)------- (1)Our sole director, Peter Chin, does not receive any compensation for his service on the Board of Directors. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MATTERS. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 11, 2008 the beneficial ownership of any class of the Companys outstanding stock; (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding Common Stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group.  Unless otherwise indicated, the address for each of these stockholders is c/o PTS, Inc., 3355 Spring Mountain Road, Suite 66, Las Vegas, Nevada 89102.  Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to the shares of our common and preferred stock which he beneficially owns.  Name and AddressNumber of Shares Beneficially OwnedClassPercentage of Class(1)Peter Chin
Chief Executive Officer
and Chairman of the
Board of Directors100,001(2)
6,355,600
15,000,000Common Stock
Series A Preferred Stock
Series D Preferred Stock*
52%
100%All directors and executive officers (one person)100,001
6,355,600
15,000,000Common Stock
Series A Preferred Stock
Series D Preferred Stock*
52%
100%Sandy Chin (3)2,550,043
950,000Common Stock
Series A Preferred Stock*
8%Majestic Safe-T-Products, LTD2,250,000
7,500,000Series B Preferred Stock
Series C Preferred Stock100%
100%AWI, Inc.1,937,500Series A Preferred Stock16%Asmac Financial, Inc.1,950,000Series A Preferred Stock16%James Lee877,500Series A Preferred Stock7% Barbara Thorpe(4)1,000,000Series E Preferred Stock100%*Denotes less than 1% (1) The above percentages are based on 882,244,636 shares of common stock, 12,070,600 shares of Series A Preferred Stock, 2,250,000 shares of Series B Preferred Stock, 7,500,000 shares of Series C Preferred Stock, 15,000,000 shares of Series D Preferred Stock and 1,000,000 million shares of Series E Preferred Stock outstanding as of March 12, 2008. (2) During the year ended December 31, 2007, Peter Chin gifted 35,000,449 shares held by him to an individual. (3) Peter Chin may be considered the beneficial owner of shares owned by his wife, Sandy Chin. (4) Barbara Thorpe currently serves as President of Disability Access Consultants, Inc.  22   There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of PTS, Inc. There are no arrangements or understandings among members of both the former and the new control groups and their associates with respect to election of directors or other matters.  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.  Net advances payable to Peter Chin, our sole officer and director, of $10,720 were satisfied during 2007 through the issuance of 355,600 shares of our Series A convertible preferred stock.  During the year ended December 31, 2007 we received an aggregate of $80,000 pursuant to demand promissory notes issued to Peter Chin. All notes bear interest at 16% per year and incur an initial loan fee of 6% of principal advanced. During the year, we repaid principal of $20,000, plus interest of $1,446. At December 31, 2007, the outstanding principal and accrued interest are $60,000 and $12,249, respectively.  We 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. During 2007, we paid $20,262 of principal and $33,389 of accrued interest to this officer. As of December 31, 2007 the principal balance of this note was $229,738 and accrued interest on the note payable is $283.  As of December 31, 2006, we had received additional net advances from this officer of DAC aggregating $23,042, which were non-interest bearing and due on demand. These additional advances were repaid during 2007.  During the quarter ended September 30, 2006, we issued a convertible promissory note to Peter Chin in the amount of $50,000. The note bore interest at the rate of 8% per year and was due to mature on December 31, 2007. The note was 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 has been amortized as interest expense. The note was repaid in the fourth quarter of 2006.  During the quarter ended September 30, 2006, we issued a demand note to Sandy Chin in the amount of $35,000. The note bore interest at the rate of 8% per year. The note was repaid in the fourth quarter of 2006.  ITEM 13. EXHIBITS. Exhibit No.Identification of ExhibitLocation3.1Articles of Incorporation, dated November 5, 1996.Incorporated by reference from PTS, Inc.s Registration Statement on Form 10-SB filed on March 3, 1999.3.2Certificate of Amendment to Articles of Incorporation, dated June 29, 1998.Incorporated by reference from PTS, Inc.s Registration Statement on Form 10-SB filed on March 3, 1999.3.3Articles of Exchange between the Company and Elast Technologies, Inc. dated June 11, 2001.Incorporated by reference from PTS, Inc.s Current Report on Form 8-K filed on June 26, 2001.3.4Certificate of Amendment to Articles of Incorporation, dated June 26, 2001.Incorporated by reference from PTS, Inc.s Current Report on Form 8-K filed on June 26, 2001.3.5Certificate of Amendment to Articles of Incorporation, dated March 16, 2004.Incorporated by reference from PTS, Inc.s Definitive Information Statement filed on March 16, 2004.3.6Certificate of Designation establishing our Series A Preferred Stock, filed effective July 15, 2004.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.3.7Certificate of Designation establishing our Series B Preferred Stock, filed effective September 13, 2004.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.3.8Certificate of Designation establishing our Series C Preferred Stock, filed effective November 8, 2004.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.3.9Certificate of Designation establishing our Series D Preferred Stock, filed effective January 6, 2005.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.3.10Certificate of Amendment to the Certificate of Designation establishing our Series C preferred stock, filed effective April 5, 2005.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.3.11Certificate of Amendment to the Certificate of Designation establishing our Series D preferred stock, filed  effective April 5, 2005Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.3.13Certificate of Amendment to the Certificate of Designation establishing our Series C preferred stock, filed effective November 10, 2005.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2005 filed on April 20, 2006.3.14Certificate of Designation establishing our Series E Preferred Stock, filed effective November 15, 2005.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2005 filed on April 20, 2006.3.15Certificate of Designation establishing our Series F Preferred Stock, filed effective November 15, 2005.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2005 filed on April 20, 2006.3.16Certificate of Amendment to the Certificate of Designation of the Companys Series A, Series B and Series C preferred stock, filed effective December 29, 2006.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2006 filed on April 2, 2007.3.17Certificate of Amendment to Articles of Incorporation, dated
    October 9, 2007.Filed herewith.3.12Bylaws.Incorporated by reference from PTS, Inc.s Registration Statement on Form 10-SB filed on March 3, 1999.10.1Stock exchange agreement with American Fire Retardant Corp., a Nevada corporation, dated November 29, 2004.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.  23  Exhibit No.Identification of ExhibitLocation10.2Stock exchange agreement with Stephen F. Owens, dated November 29, 2004.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.10.3Stock purchase agreement with Global Links Corp., a Nevada corporation, dated December 24, 2004.Incorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.10.4Stock exchange agreement with Disability Access Consultants, Inc., a California corporation, dated November 15, 2005.Incorporated by reference from PTS, Inc.s Current Report on Form 8-K filed on November 22, 2005.10.5Stock purchase agreement and convertible note with James Brewer and PTS Card Solutions, Inc. dated October 10, 2006Incorporated by reference from PTS, Inc.s Current Report on Form 8-K filed October 19, 2006.14Code of EthicsIncorporated by reference from PTS, Inc.s Annual Report on Form 10-KSB for the year ending December 31, 2004 filed on May 20, 2005.21SubsidiariesFiled herewith.23.1Consent of Independent Auditors
    Filed herewith.31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith.31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed herewith.32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith.32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith.99.1Board of Directors Minutes dated December 16, 2007
    approving the amendment to the Company's 2005 Employee Stock Incentive Plan.
    Filed herewith.    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees The aggregate fees billed by the Company's auditors for the professional services rendered in connection with the audit of the Company's annual financial statements and reviews of the financial statements included in the Company's Forms 10-QSBs for fiscal 2007 and 2006 were approximately$35,000 and  $35,000, respectively. Audit-Related Fees None. Tax Fees None. All Other Fees Fees paid in connection with subsidiary stand alone audits in fiscal 2007 and 2006 were $0 and $9,200, respectively.  24      SIGNATURES In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  PTS, Inc.

By: /s/ Peter Chin
Peter Chin
Chief Executive Officer, Chief Financial Officer and 
      Chairman of the Board of Directors
     Dated: March 28, 2008       25   PTS, INC AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006       F-1    Report of Independent Registered Public Accounting Firm   To the Board of Directors of
PTS Inc:  We have audited the accompanying balance sheets of PTS, Inc as of December 31, 2007 and the related statements of operations, stockholders deficit, and cash flows for the
two years ended December 31, 2007 and 2006.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluation the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PTS, Inc. as of December 31, 2007 and the results of its operations and its cash flows for the
two years ended December 31, 2007 and 2006, in conformity with generally accepted accounting principles in the United States.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has limited operations and continued net losses.  This raises substantial doubt about its ability to continue as a going concern.  Managements plan in regard to these matters is also described in Note 1.   The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ Lynda R. Keeton CPA, LLC  Lynda R. Keeton CPA, LLC Las Vegas, NV  March 27, 2008  F-2   PTS, INC. CONSOLIDATED BALANCE SHEET DECEMBER 31, 2007  ASSETSCurrent assetsCash$          142,863Accounts receivable, net of allowance of $32,885352,678Other current assets4,221Total current assets499,762Property and equipment, net169,676Goodwill908,712Deposits10,513TOTAL ASSETS$        1,588,663LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable - trade$          159,694Accrued expenses314,425Advances payable6,522Notes payable, current portion, net of unamortizeddiscount of $669108,939Lease payable, current portion6,195Debentures payable, current portion, net of unamortizeddiscount of $13,333446,257Notes payable, related party60,000Total current liabilities1,102,032Note payable, related party229,738Lease payable, long term portion2,244Derivative liability194,146Total liabilities1,528,160Minority interest150,608Stockholders' deficitPreferred stock, Series A, $0.001 par value; 20,000,000 shares authorized,13,243,100 shares issued and outstanding13,243Preferred stock, Series B, $0.001 par value; 20,000,000 shares authorized,2,250,000 shares issued and outstanding2,250Preferred stock, Series C, $0.001 par value; 7,500,000 shares authorized,7,500,000 shares issued and outstanding7,500Preferred stock, Series D, $0.001 par value; 20,000,000 shares authorized, 15,000,000 shares issued and outstanding15,000Preferred stock, Series E, $0.001 par value; 5,000,000 shares authorized,1,000,000 shares issued and outstanding1,000Preferred stock, Series F, $0.001 par value; 5,000,000 shares authorized,no shares issued and outstanding-Preferred stock, undesignated, $0.001 par value; 122,500,000 shares authorized,
no shares issued and outstanding
Common stock, $0.00001 par value; 2,800,000,000 shares-authorized, 730,057,136 shares issued and outstanding7,301Additional paid-in capital19,008,404Accumulated deficit(19,144,803)Total stockholders' deficit(90,105)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$        1,588,663The accompanying notes are an integral part of these consolidated financial statements.   F-3  PTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,20072006Sales$     1,452,879$        781,886Operating costs and expensesGeneral and administrative2,277,7851,625,406Research and development-422,4652,277,7852,047,871Loss from continuing operations beforeinterest and discontinued operations(824,906)(1,265,985)Interest income4,070776Income allocated to minority interest(4,441)-Finance cost(81,740)(163,294)Interest expense(98,193)(56,637)Gain on extinguishment of debt58,921-Change in fair value of derivative liability(253,191)-Loss from continuing operations beforediscontinued operations(1,199,480)(1,485,140)Loss from discontinued operations-(255,601)Net loss$     (1,199,480)$    (1,740,741)Net loss per basic and diluted shareLoss before discontinued operations$            (0.00)$            (0.01)Loss from discontinued operations$            (0.00)$            (0.00)$            (0.00)$            (0.01)Weighted average shares outstanding,basic and diluted565,128,914214,450,809The accompanying notes are an integral part of these consolidated financial statements.  F-4


PTS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006AdditionalPreferred StockCommon StockPaid-InAccumulatedSharesPar ValueSharesPar ValueCapitalDeficitTotalBalance, January 1, 200629,800,000$        29,80063,319,324$            633$     16,167,170$   (16,204,582)$         (6,979)Shares sold for cash--157,900,0001,579721,025-722,604Shares issued for services--136,000,0001,360594,990-596,350Conversion of preferred to common(300,000)(300)15,000,000150150--Conversion of debt--3,400,000346,709-6,743Employee stock compensation----119,827-119,827Beneficial conversion feature----100,842-100,842Adjustment for deconsolidationof subsidiary----531,748-531,748Net loss-----(1,740,741)(1,740,741)Balance, December 31, 200629,500,00029,500375,619,3243,75618,242,461(17,945,323)330,394Shares sold for cash--179,250,0001,793334,596-336,389Common shares issued for services--50,500,312505137,845-138,350Preferred shares issued for services11,000,00011,000--164,000-175,000Preferred shares issued to repayrelated party debt355,600355--10,365-10,720Conversion of preferred to common(1,862,500)(1,862)124,687,5001,247615--Employee stock compensation----59,477-59,477Reclassify derivative liability----59,045-59,045Net loss-----(1, 199,480)(1,199,480)Balance, December 31, 200738,993,100$        38,993730,057,136$         7,301$     19,008,404$   (19,144,803)$     (90,105)The accompanying notes are an integral part of these consolidated financial statements.  F-5   PTS, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,20072006Cash flows from operating activities:Net loss$    (1,199,480)$    (1,740,741)Adjustments to reconcile net loss to netcash used in operating activities:Depreciation57,58989,894Bad debts18,17814,707Issuance of shares for services433,350596,350Compensation from stock awards59,477119,827Amortization of beneficial conversion feature (finance costs)81,740163,294Security deposit applied to rent8,676-Interest expense paid through addition to loan balance-2,268Income (loss) attributable to minority interest4,441(380)Gain on extinguishment of debt58,921-Change in fair value of derivative liability253,191-Impairment expense-117,864Decrease (increase) in assets:Accounts receivable(199,544)(133,865)Due from broker-10,470Other current assets11,643(14,064)Deposits(14,129)(4,185)Increase (decrease) in liabilities:Accounts payable and accrued expenses182,204(432,795)Advances payable-(4,600)Cash used in operating activities(243,743)(1,215,956)Cash flows from investing activities:Cash paid for fixed assets(22,338)(43,760)Cash retained by former subsidiary-(25,105)Net cash received on Flexiciser investment-2,452Cash used in investing activities(22,338)(66,413)Cash flows from financing activities:Proceeds from sale of common stock to employees336,389727,604Payments on notes(132,484)(74,960)Notes payable - related parties80,000335,000Payments on related party notes(40,262)(85,000)Notes payable - other150,000115,000(Repayments to) advances from related parties(23,042)288,517Cash provided by financing activities370,6011,306,161Net increase in cash104,52023,792Cash, beginning of period38,34314,551Cash, end of period$        142,863$          38,343Supplemental Schedule of Cash Flow Information:Cash paid for interest$          52,715$            9,116Non-Cash Financial Activity:Debenture principal converted to subsidiary common stock$          26,167$                   -Derivative liability reclassified to equity upon conversion of debt59,045-Related party payable settles through issuance of preferredstock10,720-Common stock of a privately held entityreceived as payment for a receivable-117,864Equipment acquired pursuant to a capital lease-17,261Note received upon sale of subsidiary-349,000Common stock issued upon partial conversion of debenture-6,743The accompanying notes are an integral part of these consolidated financial statements.  F-6  PTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006  NOTE 1- ORGANIZATION AND NATURE OF OPERATIONS  PTS, Inc. (our, us, we, PTS or the Company) was incorporated in the state of Nevada on November 5, 1996.  Operations for 2007 and 2006 reflect 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, we no longer own an interest in GLCS. The results of operations of GLCS have been presented as discontinued operations in these financial statements (see Note 14).  In December 2005, we acquired substantially all of the outstanding stock of PTS Card Solutions, Inc. (PTSCS) for a cash payment of $1,035. PTSCS was an inactive corporation with no operations or significant assets. The purchase price was charged to expense in 2005. During January, 2006, PTSCS issued 5,000,000 shares of its Series A preferred stock to PTS  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' interest in GLCS was transferred to this new entity. PTS owns approximately 99% of the outstanding shares of PTSCS with the balance held by unrelated third parties. On October 10, 2006, an officer of GLCS exercised his option to purchase GLCS. As a result, PTS no longer owns an interest in GLCS, but continues to own 99% of PTSCS. The results of operations of GLCS have been presented as discontinued operations in these financial statements (see Note 14).  On October 17, 2006 DAC entered into an Agreement and Plan of Merger (the Agreement of Merger) with Disability Access Corporation f/k/a Power-Save Energy Corp. ("Power-Save") a Delaware corporation. Disability Access Corporation was acquired as a subsidiary of PTS.  The Power-Save acquisition was completed during October, 2006.  The purchase price for Power-Save of $150,000 was paid in September 2006. Since Power-Save had no assets or operations at the date of acquisition, the entire purchase price has been charged to expense during the fourth quarter of 2006.  We originally acquired 150,000,000 shares of Disability Access Corporation. We then effected a stock split of Disability Access Corporation such that there are now 2,216,270,800 common shares outstanding. During December 2006, we distributed 126,189,788 shares of Disability Access Corporation to our stockholders on a pro rata basis. We now own approximately 76% of Disability Access Corporation.  Under the terms of the Agreement of Merger, DAC was to be merged with and into Disability Access Corporation, with DAC continuing as the surviving corporation.  Upon further consideration, our Board of Directors has reconsidered the structure and has decided, for various business optimization purposes that, instead of merging DAC with Disability Access Corporation, DAC will become a wholly owned subsidiary of Disability Access Corporation.  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, we have only recently begun generating revenue, have experienced recurring net operating losses, had a net loss of $1,199,480 and a negative cash flow from operations of $243,743 for the year ended December 31, 2007, and have a working capital deficiency of $602,270 as of December 31, 2007. These factors raise substantial doubt about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us 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.  F-7   NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Equivalents  Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased.  We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits.  We have not experienced any losses in such account. We do not have any cash equivalents at December 31, 2007. At December 31, 2007, deposits exceeded federally insured limits by approximately $40,000.  Accounts Receivable  Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.  Concentrations  Credit risk:  Financial instruments, which potentially subject us to concentrations of credit risk, consist of cash and accounts receivable. We place our cash with high quality financial institutions and, at times, balances may exceed the FDIC $100,000 insurance limit. We extend credit based on an evaluation of a customer's financial condition, generally without collateral. Exposure to losses on accounts receivable is principally dependent on each customer's financial condition. We monitor our exposure for credit losses and maintains allowances for anticipated losses, if required.  Customers:  During 2007, one customer accounted for 44% of our revenue. During 2006, two customers accounted for a total of 28% of our revenue. No other customer accounted for more than 10% of revenue during 2007 and 2006.  At December 31, 2007, four customers accounted for a total of 85% of our accounts receivable. No other customer accounted for more than 10% of our accounts receivable at December 31, 2007.  F-8   Fair Value of Financial Instruments  For certain of our financial instruments, including accounts receivable, advances receivable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.  Property and Equipment  Property and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of three to seven years.  Intangible and Long-Lived Assets  We follow SFAS No. 144, Accounting for Impairment of Disposal of Long-Lived Assets, which established a primary asset approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long lived asset to be held and used.  Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.  Goodwill is accounted for in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets". We assess the impairment of long-lived assets, including goodwill and intangibles on an annual basis or whenever events or changes in circumstances indicate that the fair value is less than its carrying value. Factors that we consider important which could trigger an impairment review include poor economic performance relative to historical or projected future operating results, significant negative industry, economic or company specific trends, changes in the manner of our use of the assets or the plans for our business, market price of our common stock, and loss of key personnel.  We have determined that there was no impairment of goodwill during 2007 or 2006.  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 years ended December 31, 2007 and 2006 since the effect would be anti-dilutive. There were 4,157,002,500 and 1,464,485,730 common stock equivalents outstanding at December 31, 2007 and 2006, respectively (see Note 10).  Income Taxes  We have adopted the provisions of SFAS No. 109 "Accounting for Income Taxes"("SFAS 109") SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. A valuation allowance is recorded to reduce a deferred tax asset to that portion that is expected to more likely than not be realized. In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the recognition threshold and measurement of a tax position taken on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 also requires expanded disclosure with respect to the uncertainty in income taxes.  F-9  Revenue Recognition  DAC 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. GLCS generated revenue from the sale and fulfillment of orders for plastic stored value cards. Revenue from sale of cards was recognized upon delivery and acceptance of the cards by the customer. Revenue from the monthly fees and transactions fees on the outstanding cards were recognized monthly as earned, on a net basis. GLCS revenue is included in loss from discontinued operations.  Stock Based Compensation  On January 1, 2006, we adopted the fair value recognition provisions of 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).  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. We did not grant any option awards during 2007 or 2006.  We use the fair value method for equity instruments granted to non-employees and will use the Black Scholes model for measuring the fair value of options, if issued.  The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.  Research and Development Expense  During the year ended December 31, 2006, we have recorded $422,465 of research and development expense related to the development of software products which had not achieved technological feasibility. No software development costs have been capitalized during 2007 or 2006.  Recent Accounting Pronouncements  In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. We do not expect the new standard to have any material impact on our financial statements.  In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value.  SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on our financial condition or results of operations.  F-10    In June 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities (EITF No. 07-3). EITF No. 07-3 requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities be deferred and capitalized and recognized as an expense as the goods are delivered or the related services are performed. EITF No. 07-3 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007 and will be adopted in the first quarter of fiscal 2008. We do not expect the new standard to have any material impact on our financial statements.  In December 2007, the FASB issued SFAS No. 141(R) Business Combinations, (SFAS 141(R)). This Statement replaces the original FASB Statement No. 141. This Statement retains a fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS 141(R) establishes principles and requirements for how the acquirer: (1) Recognizes and measurers in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. (2) Recognized and measurer the goodwill acquired in the business combination or a gain from a bargain purchase. (3) Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement apples prospectively to business combinations for which the acquisition date is on of after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. We do not expect the new standard to have any material impact on our financial statements.  In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51.(SFAS 160). This Statement amends the original Accounting Review Board (ARB) NO. 51 Consolidated Financial Statements to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. We do not currently expect the new standard to have any material impact on our financial statements.  NOTE 3- LIABILITIES OF SUBSIDIARY HELD FOR DISPOSITION  On June 25, 2002 the Company and its wholly owned subsidiary, Elast Technologies Corporation (a Delaware corporation) (Elast Delaware) entered into a Separation and Distribution Agreement through which PTS intended to spin off Elast Delaware by distributing to its stockholders one share of Elast Delaware common stock for every twenty shares of PTS common stock owned by stockholders of record on June 25, 2002. After the spin off, Elast Delaware was to be a separate company, no longer owned by PTS.  On August 30, 2002, PTS and Elast amended the original agreement to clarify the distribution date to occur on or about December 31, 2002. Pursuant to the amended agreement, the distribution date was been delayed by mutual consent of the parties, subject to finalization of debt allocations and mutual Board of Directors approval. As a result of this agreement, upon consummation PTS was no longer involved in the development of its previous product. Pursuant to the agreement, Elast Delaware was to assume certain liabilities, the amount of which had yet to be finalized, which were included in the December 31, 2005 consolidated balance sheet in the amount of $300,195. The liabilities of Elast Delaware which were included in accounts payable in the consolidated balance sheet at December 31, 2005 were reversed during 2006 due to the statute of limitations in Nevada of four years.  NOTE 4 - RELATED PARTY TRANSACTIONS  Due to Related Parties  Net advances payable to Peter Chin, our sole officer and director, of $10,720 were satisfied during 2007 through the issuance of 355,600 shares of our Series A convertible preferred stock.  F-11   During the year ended December 31, 2007 we received an aggregate of $80,000 pursuant to demand promissory notes issued to Peter Chin. All notes bear interest at 16% per year and incur an initial loan fee of 6% of principal advanced. During the year, we repaid principal of $20,000, plus interest of $1,446. At December 31, 2007, the outstanding principal and accrued interest are $60,000 and $12,249, respectively.  We 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. During 2007, we paid $20,262 of principal and $33,389 of accrued interest to this officer. As of December 31, 2007 the principal balance of this note was $229,738 and accrued interest on the note payable is $283.  As of December 31, 2006, we had received additional net advances from this officer of DAC aggregating $23,042, which were non-interest bearing and due on demand. These additional advances were repaid during 2007.  During the quarter ended September 30, 2006, we issued a convertible promissory note to Peter Chin in the amount of $50,000. The note bore interest at the rate of 8% per year and was due to mature on December 31, 2007. The note was 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 has been amortized as interest expense. The note was repaid in the fourth quarter of 2006.  During the quarter ended September 30, 2006, we issued a demand note to Sandy Chin in the amount of $35,000. The note bore interest at the rate of 8% per year. The note was repaid in the fourth quarter of 2006.  NOTE 5  ACQUISITIONS  Disability Access Corporation Disability Access Corporation f/k/a Power-Save Energy Corp. ("Power-Save"), a Delaware corporation, was acquired during October, 2006 as a subsidiary of PTS.  The purchase price of $150,000 was paid in September 2006. Since Power Save had no assets or operations at the date of acquisition, the entire purchase price has been charged to expense during the fourth quarter of 2006.  NOTE 6 - COMMITMENTS AND CONTINGENCIES  Operating Leases  All of our operating leases are either on a month to month basis or expire during 2009.  Future minimum lease payments are as follows: 2008, $56,368 and 2009, $56,368.  Rent expense from continuing operations for the years ended December 31, 2007 and 2006 was $131,144 and $86,753, respectively.  Employment Taxes  The Company, in its fiduciary capacity as an employer, has the primary responsibility for deducting and remitting both the employer and employee portions of payroll related taxes to the appropriate governmental agencies.  In 1999 and 2000, while operating as Elast Technologies, Inc., we paid non-payroll compensation to three officers.  Taxes were not withheld or remitted to the appropriate governmental agencies by the Company. The employer portion of the payroll-related taxes, $79,638, had been recorded as a liability as of December 31, 2005. During the year ended December 31, 2006, we reversed this accrued liability due to the fact that we have received no information that would indicate that the officers did not fulfill their tax obligations.  F-12   NOTE 7 - STOCK-BASED COMPENSATION  During March 2005, we adopted the Employee Stock Incentive Plan for the Year 2005. Pursuant to the Plan, we may grant stock options and common stock awards to employees. The purchase price (the "Exercise Price") of shares of the common stock subject to an incentive stock option (the "Option Shares") or of stock awards shall not be less than 85 percent of the fair market value of the common stock on the date of exercise. The stock option period (the "Term") shall commence on the date of grant of the option and shall not exceed ten years. Payment may be made (a) in cash, (b) by cashier's or certified check, (c) by surrender of previously owned shares of common stock (if the Company authorizes payment in stock in its discretion), (d) by withholding from the option shares which would otherwise be issuable upon the exercise of the stock option that number of option shares equal to the exercise price of the stock option, if such withholding is authorized by the Company in its discretion, or (e) in the discretion of the Company, by the delivery to the Company of the optionee's promissory note secured by the option shares. The maximum number of shares which may be issued pursuant to the Employee Stock Incentive Plan for the Year 2005 are 1,300,000,000 shares. There are 737,600,000, shares remaining as of December 31, 2007.  During
the fourth quarter of 2007, the Company noted a typographical error in the
Employee Stock Incentive Plan for the Year 2005 that the word consultant was not
included. On December 7, 2007 the Company amended the Employee Stock Incentive Plan
for the Year 2005 to correct the typographical error that consultants are
eligible for stock awards and have been eligible since inception of the plan.
A copy of the Board of Directors Minutes approving the amendment is filed as
exhibit 99.1 to this Form 10-KSB.  NOTE 8 - STOCK TRANSACTIONS We are authorized to issue a total of 3,000,000,000 shares of stock, 2,800,000,000 shares of common stock and 200,000,000 shares of preferred stock.  On October 9, 2007, the Company filed an amendment to the articles of incorporation with the state of Nevada to increase the authorized number of shares of the Companys common stock from 1,800,000,000 to 2,800,000,000 shares.  In addition, the par value of the common stock was reduced from $.001 to $.00001 per share. A copy of the amendment is filed as exhibit 10.17 to this Form 10-KSB.  We have designated 20,000,000 shares of Series A preferred stock, $.001 par value, each share convertible to 75 shares of common stock. Each share of Series A preferred stock has voting rights equal to 75 shares of common stock.  We have designated 20,000,000 shares of Series B preferred stock, $.001 par value, each share convertible to 15 shares of common stock. Each share of Series B preferred stock has no voting rights.  We have designated 7,500,000 shares of Series C preferred stock, $.001 par value, each share convertible to 15 shares of common stock. Each share of Series C preferred stock has no voting rights.  We have designated 20,000,000 shares of our preferred stock as Series D preferred stock.  Each share of the Series D preferred stock is not convertible to common stock.  We have designated 5,000,000 shares our preferred stock as Series E Preferred Stock. Each share of the Series E Preferred Stock is convertible into one dollar ($1.00) worth of common stock.  We have designated 5,000,000 shares of our preferred stock as Series F Preferred Stock.  The Series F Preferred Stock has redeemable rights.  During the year ended December 31, 2007:  We issued 179,250,000 shares of common stock for cash proceeds of $336,389. These shares were issued pursuant to the Company's Bonus Plan. The shares were sold below fair value; an expense for the intrinsic value of $59,477 has been recorded in the statement of operations.  We issued 50,500,312 shares of common stock, valued at $138,350, for services.  We issued 10,000,000 shares of Series D preferred stock, valued at $10,000, for services.  We issued 1,000,000 shares of Series A preferred stock, valued at $165,000, for services.  F-13   We issued 355,600 shares of Series A preferred stock as repayment of related party of $10,720.  A subsidiary issued 8,000,000 shares of preferred stock, valued at $120,000, for services. The value of these shares has been classified as a minority interest in the financial statements at December 31, 2007.  We issued 124,687,500 shares of common stock pursuant to the conversion of 1,612,500 shares of Series A preferred stock and 250,000 shares of Series B preferred stock.  During 2007, we granted stock awards to employees and consultants for an aggregate of 179,250,000 shares of common stock. The awards had a weighted average fair value of $0.002 per share. We have recorded compensation expense of $59,477 related to these awards. We also granted 50,500,312 shares, with a weighted average fair value of $0.003, to consultants and have recorded a compensation cost of $138,350 related to these grants. On December 7, 2007 the Company amended the Employee Stock Incentive Plan to incorporate that consultants will also be eligible for stock awards.  During the year ended December 31, 2006:  We issued 157,900,000 shares of common stock for cash proceeds of $722,604. These shares were issued pursuant to the Company's Bonus Plan. The shares were sold below fair value; an expense for the intrinsic value of $119,827 has been recorded in the statement of operations.  We issued 136,000,000 shares of common stock, valued at $596,350, for services.  We granted stock awards aggregating 2,950,000 shares of common stock which were outstanding at December 31, 2006. We recorded compensation expense of $2,390 related to these grants, based on 15% of market price.  We issued 3,400,000 shares of common stock upon conversion of $6,743 of principal amount outstanding under a convertible debenture.  We issued 15,000,000 shares of common stock pursuant to the conversion of 200,000 shares of Series A preferred stock.  During 2006, we granted stock awards to employees for an aggregate of 157,900,000 shares of common stock. The awards had a weighted average fair value of $0.005 per share. We have recorded compensation expense of $119,827 related to these awards. We also granted 136,000,000 shares, with a weighted average fair value of $0.004, to consultants and has recorded a compensation cost of $596,350 related to these grants.  NOTE 9 - CONVERTIBLE DEBENTURES AND NOTES PAYABLE  During the quarter ended March 31, 2007, our subsidiary, Disability Access Corporation, issued a convertible debenture in the amount of $150,000. The note bears interest at the rate of 8% per year and matures on March 1, 2008. The note is convertible at a 50% discount to market and due to this variability the embedded conversion option is accounted for under EITF issue No. 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock". We have accounted for the embedded conversion option as a derivative liability. Accordingly, the embedded conversion option will be marked to market through earnings at the end of each reporting period. The conversion option is valued using the Black-Scholes valuation model. For the year ended December 31, 2007, the Company recorded an expense of $253,191, representing the initial fair value and subsequent change in the value of the embedded conversion option.  F-14   During 2007 the holder of the debenture converted $26,167 of principal into 400,000,000 shares of the subsidiarys common stock. This amount has been classified as a minority interest in the financial statements at December 31, 2007. As a result of the conversions, we have reclassified an aggregate of $59,045 of our derivative liability to additional paid in capital. This amount represents the fair value of the derivative liability related to the conversions on the dates of the conversions.  During the first quarter of 2007 we received an aggregate of $80,000 pursuant to demand promissory notes issued to Peter Chin. All notes bear interest at 16% per year and incur an initial loan fee of 6% of principal advanced. During the year, we repaid principal of $20,000. At December 31, 2007, the outstanding principal balance is $60,000. On January 1, 2008, the notes and accrued interest were combined into a single convertible note in the amount of $72,253. The note bears interest at 8%, is due on December 31, 2008 and is convertible into our common stock, at the option of the holder, at a 30% discount to the current market price of our stock at the date of conversion.  During the quarter ended September 30, 2006, we issued a convertible promissory note in the amount of $100,000. The note bears interest at the rate of 8% per year and matured on December 31, 2007. Principal of $50,000 was repaid on November 8, 2006. The note was 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. On January 1, 2008, the note and accrued interest were combined into a singe convertible note in the amount of $54,591. The note bears interest at 8%, is due on December 31, 2008 and is convertible into our common stock, at the option of the holder, at a 30% discount to the current market price of our stock at the date of conversion.  DAC has established a 2-year $100,000 line of credit with Tri Counties Bank.  Terms of the loan require interest at Prime +2% interest (10.25% at December 31, 2007), payable monthly, and repayment, subject to renegotiations on May 5, 2007. The current balance as of December 31, 2007 is $59,608 with minimum monthly interest-only payments.   The line of credit is personally guaranteed by Barbara Thorpe, the President of DAC. Since the line of credit may be called upon 60 days notice by the bank, the entire balance is classified as a current liability at December 31, 2007.  On April 1, 2005, we issued a convertible debenture in the amount of $160,000 to a related party as final payment due for the acquisition of licenses. The debenture bears interest at 8% and matures March 31, 2008. The debenture is convertible into shares of common stock at a 50% discount to market price. As a result, a beneficial conversion feature in the amount of $160,000 has been recorded and is being amortized over the life of the debenture. On January 1, 2008, the debenture and accrued interest were combined into a singe convertible debenture in the amount of $195,200. The debenture bears interest at 8%, is due on December 31, 2008 and is convertible into our common stock, at the option of the holder, at a 50% discount to the current market price of our stock at the date of conversion.  On September 7, 2005, we issued a convertible debenture in the amount of $25,000 for cash. The debenture bears interest at 8% and matured September 7, 2006. The maturity date was then extended to September 7, 2007. The debenture is convertible into shares of common stock at a 30% discount to the average of the lowest three closing bid prices over a twenty day period. As a result, a beneficial conversion feature in the amount of $25,000 has been recorded and has been amortized over the life of the debenture. During the fourth quarter of 2006, we issued 3,400,000 shares of common stock upon conversion of $6,743 of principal. On January 1, 2008, the note and accrued interest were combined into a singe convertible note in the amount of $23,133. The note bears interest at 8%, is due on December 31, 2008 and is convertible into our common stock, at the option of the holder, at a 30% discount to the current market price of our stock at the date of conversion.  During November, 2005, in connection with the acquisition of DAC, we issued a promissory note in the amount of $50,000. The note bears interest at 8% per year and matured on November 15, 2007. As of December 31, 2006, the principal of $50,000 plus interest was outstanding. As of December 31, 2007, the debt was forgiven by the note holder.  The company recorded $58,921 as a gain on extinguishment of debt.  F-15   During December 2005, DAC issued two convertible debentures to an investor for an aggregate of $90,000. The debentures bear interest at 8% per year and matured on December 31, 2007. The debentures are convertible, at the option of the holder, into DAC common stock, at a 30% discount to the average of the lowest three closing bid prices over a twenty day period. The debentures are secured by 900,000 shares of DAC Series B preferred stock.  Since there is no trading market for DAC common stock, we have not recorded a beneficial conversion feature. On January 1, 2008, the debentures and accrued interest were combined into a new convertible debentures in the aggregate amount of $104,821. The debentures bear interest at 8%, are due on December 31, 2008 and are convertible into our common stock, at the option of the holder, at a 50% discount to the current market price of our stock at the date of conversion.  In December 2005, GBI issued a convertible debenture in the amount of $17,500 as repayments of advances received. The debenture bears interest at 8% per year and matured on December 31, 2007. The debenture is convertible, at the option of the holder, into PTS common stock, at a 30% discount to the average of the lowest three closing bid prices over a twenty day period. As a result, a beneficial conversion feature in the amount of $17,500 has been recorded and has been amortized over the life of the debenture. On January 1, 2008, the debenture and accrued interest were combined into a singe convertible debenture in the amount of $20,361. The debenture bears interest at 8%, is due on December 31, 2008 and is convertible into our common stock, at the option of the holder, at a 70% discount to the current market price of our stock at the date of conversion.  On August 13, 2004 we issued an 8% convertible debenture in the amount of $50,000. The debenture matured on August 1, 2005 and was extended for a period of 2 years. The holder of the debenture, at its option, may convert any or all of the outstanding principal balance, plus accrued interest, into shares of common stock. The conversion price will be 80% of the average of the lowest three closing bid prices over a twenty day period. As a result, we recorded a beneficial conversion feature of $25,000, which has been amortized over the original life of the debenture. On January 1, 2008, the debenture and accrued interest were combined into a singe convertible debenture in the amount of $63,022. The debenture bears interest at 8%, is due on December 31, 2008 and is convertible into our common stock, at the option of the holder, at a 70% discount to the current market price of our stock at the date of conversion.  We have 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. At December 31, 2007 the principal balance of this note is $229,738.  Long term debt matures as follows:  Year ended December 31,2008$801,6982009229,738$1,031,436   NOTE 10  CONVERTIBLE PREFERRED STOCK AND DEBENTURES As of December 31, 2007, the common stock equivalents of the Company exceeded the total common stock available for issuance by approximately 1,349,502,500 shares.  The Companys Chief Executive Officer, Peter Chin and his spouse, hold 8,393,100 shares of Series A Preferred Stock that are convertible into 629,482,500 common shares of the Company.  Peter Chin also holds a debenture convertible into 640,000,000 shares of common stock at December 31, 2007. Unless and until there is enough authorized common stock available to cover all common stock equivalents, Mr. Chin and his spouse will not convert any of their preferred shares or the debenture. NOTE 11  INVESTMENT IN COMMON STOCK During the second quarter of 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. Due to the lack of liquidity of this investment and the uncertainty of realization of the recorded investment amount, we have recorded an impairment expense of the full amount of the investment at December 31, 2006.  F-16  NOTE 12 - INCOME TAXES  During the year ended December 31, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48), which supplements SFAS No. 109, "Accounting for Income Taxes," by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. The Interpretation requires that the tax effects of a position be recognized only if it is "more-likely-than-not" to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position. If a tax position is not considered more-likely- than-not to be sustained based solely on its technical merits no benefits of the tax position are to be recognized. Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle.  As of December 31, 2007 we have fully allowed for any deferred tax assets as management has detemined that it is more-likely-than-not that we will no sustain the use of our net operating loss carryforwards and have established a valuation allowance for them. The valuation allowance increased by $255,000 and $491,000 during the years ended December 31, 2007 and 2006, respectively.  Significant components of the Company's deferred income tax assets at December 31, 2007 and 2006 are as follows:  20072006Deferred income tax asset:Net operating loss carryforward$2,038,000$1,783,000Valuation allowance(2,038,000)(1,783,000)Net deferred tax asset$-$-  Reconciliation of the effective income tax rate to the U. S. statutory rate is as follows:  20072006Tax expense at the U.S. statutoryincome tax rate(34%)(34%)Increase in valuation allowance34%34%Effective income tax rate--  Upon adoption of FIN 48 as of January 1, 2007, the Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. At December 31, 2007 the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably affect the effective income tax rate in future periods after valuation allowances were $0. These amounts consider the guidance in FIN 48-1, "Definition of Settlement in FASB Interpretation No. 48". The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48. The Company has not filed income tax returns in the United States federal jurisdiction and certain states in the United States. The Company is in the process of preparing and filing its US federal returns. These U. S. federal returns are considered open tax years as of the date of these consolidated financial statements. No tax returns are currently under examination by any tax authorities. F-17  NOTE 13  PROPERTY AND EQUIPMENT  Fixed assets and accumulated depreciation at December 31, 2007 consists of the following:  Furniture and fixtures$11,631Equipment and machinery214,867Software95,587322,085Accumulated depreciation(152,409)Net book value$169,676  Depreciation expense was $57,589 and $89,894 for the years ended December 31, 2007 and 2006, respectively.  During 2006, we acquired property and equipment in the amount of $17,261, pursuant to a capital lease. The depreciation on this equipment is included in the expense reported above.  Our capital lease obligation matures in 2009.  NOTE 14  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 no longer owns 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. Due to the uncertainty of collection of the note, we have deferred the entire gain on the sale of GLCS of $349,000 and have offset the deferral against the note receivable.  The gain will be recognized as cash payments on the note are received.  As of December 31, 2007 we have received no payments toward the note.  The major classes of the assets and liabilities of GLCS at the date of disposition are as follows:  Cash$          25,105Goodwill$        309,010Other assets$            2,819Accounts payable$          62,887Due to related party$        776,175  Revenues from the GLCS operations included in discontinued operations were $2,961 for the year ended December 31, 2006.  NOTE 15    SUBSEQUENT EVENTS  Subsequent to the year ended December 31, 2007, the Company authorized the issuance of 20,000,000 shares of common stock to employees pursuant to the Companys bonus plan, 15,000,000 shares of common stock for consulting and professional services, 87,937,500 shares of common stock pursuant to the conversion of preferred stock and 30,000,000 shares in conversion of approximately $10,733 in convertible debentures.         F-18  EXHIBIT 31.1  PTS, Inc. a Nevada Corporation SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Peter Chin, certify that: (1)   I have reviewed this annual report on Form 10-KSB 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, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  (4)  The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its unconsolidated investments, 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 registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  (5)  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 registrant's internal control over financial reporting. Date: March 28, 2008 /S/ Peter Chin Peter Chin Chief Executive Officer   EXHIBIT 31.2  PTS, Inc. a Nevada Corporation SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER  I, Peter Chin, certify that:  (1)   I have reviewed this annual report on Form 10-KSB 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, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  (4)  The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its unconsolidated investments, 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 registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  (5)  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 registrant's internal control over financial reporting.  Date: March 28, 2008 /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   Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Peter Chin, Chief Executive Officer of PTS, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:  1. the Annual Report on Form 10-KSB of the Company for the fiscal year ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and  2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  Dated: March 28, 2008/s/ Peter Chin
Peter Chin
Chief Executive Officer    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  Pursuant to Section 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Peter Chin, Chief Financial Officer of PTS, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:  1. the Annual Report on Form 10-KSB of the Company for the fiscal year ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and  2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  Dated: March 28, 2008/s/ Peter Chin
Peter Chin
Chief Financial Officer