Form 10-QSB

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-25485

PTS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

88-0380544
(I.R.S. Employer Identification No.)

3355 Spring Mountain Road, Suite 66
Las Vegas, Nevada
(Address of principal executive offices)

89102

(Zip Code)

(702) 327-7266
(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

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 the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 13, 2007, the issuer had 713,682,136 shares of its common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


PTS, INC. CONDENSED CONSOLIDATED BALANCE SHEET September 30, 2007 (Unaudited)
ASSETS

Current assets
Cash		$ 54,096
Accounts receivable, net of allowance of $48,481		342,246
Other current assets		3,947
Total current assets		400,289

Property and equipment, net		177,675

Goodwill		908,712
Deposits		19,189

TOTAL ASSETS		$ 1,505,865

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable - trade		$ 127,215
Accrued expenses		243,345
Advances payable		6,522
Advances from related parties		10,720
Notes payable, current portion, net of unamortized
discount of $5,672		160,886
Lease payable, current portion		6,195
Debentures payable, current portion, net of unamortized
discount of $28,492		441,098
Notes payable, related party		60,000
Total current liabilities		1,055,981

Note payable, related party		250,000
Lease payable, long term portion		3,733
Derivative liability		239,064

Total liabilities		1,548,778

Minority interest		86,992

Stockholders' equity
Preferred stock, Series A, $0.001 par value; 20,000,000 shares authorized,
13,197,500 shares issued and outstanding		13,198
Preferred stock, Series B, $0.001 par value; 20,000,000 shares authorized,
2,250,000 shares issued and outstanding		2,250


Preferred stock, Series C, $0.001 par value; 7,500,000 shares authorized,
7,500,000 shares issued and outstanding		7,500
Preferred stock, Series D, $0.001 par value; 20,000,000 shares authorized,
15,000,000 shares issued and outstanding		15,000
Preferred stock, Series E, $0.001 par value; 5,000,000 shares authorized,
1,000,000 shares issued and outstanding		1,000
Preferred stock, Series F, $0.001 par value; 5,000,000 shares authorized,
no shares issued and outstanding		-
Common stock, $0.00001 par value; 2,800,000,000 shares authorized,
652,806,824 shares issued and outstanding		6,528
Additional paid-in capital		18,944,536
Accumulated deficit		(19,119,917)

Total stockholders' equity		(129,905)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$ 1,505,865
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(Unaudited)


	Three Months ended September 30,		Nine Months ended September 30,
	2007	2006	2007	2006

Sales	$ 308,510	$ 248,577	$ 1,063,333	$ 581,597

Operating costs and expenses
General and administrative	484,915	312,321	1,815,275	1,177,226
Research and development	-	103,643	-	311,059

	484,915	415,964	1,815,275	1,488,285

Loss from continuing operations before
interest and discontinued operations	(176,405)	(167,387)	(751,942)	(906,688)

Interest income	4,000	20	4,070	703
Income allocated to minority interest	(10,825)	-	(10,825)	-
Finance cost	(20,526)	(24,375)	(61,578)	(72,303)
Interest expense	(27,175)	(16,423)	(74,076)	(36,618)
Change in fair value of derivative liability	728,853	-	(280,243)	-

Income (loss) from continuing operations before
discontinued operations	497,922	(208,165)	(1,174,594)	(1,014,906)

Loss from discontinued operations	-	(83,619)	-	(249,134)

Net income (loss)	497,922	(291,784)	(1,174,594)	(1,264,040)


Net income (loss) per basic share
Loss before discontinued operations	$ 0.00	$ (0.00)	$ (0.00)	$ (0.01)
Loss from discontinued operations	-	(0.00)	-	(0.00)
	$ 0.00	$ (0.00)	$ (0.00)	$ (0.01)
Net income (loss) per diluted share
Loss before discontinued operations	$ 0.00	$ (0.00)	$ (0.00)	$ (0.01)
Loss from discontinued operations	-	(0.00)	-	(0.00)
	$ 0.00	$ (0.00)	$ (0.00)	$ (0.01)

Weighted average shares outstanding, basic	613,177,748	230,866,716	516,092,997	172,948,299
Weighted average shares outstanding, diluted	3,898,683,105	230,866,716	516,092,997	172,948,299
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(Unaudited)


	2007	2006

Cash flows from operating activities:
Net loss	$ (1,174,594)	$ (1,264,040)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization	42,995	59,282
Bad debts	33,774	-
Issuance of shares for services	361,350	484,300
Compensation from stock awards	53,377	61,533
Amortization of beneficial conversion feature (finance costs)	61,578	72,303
Interest expense paid through addition to loan balance	-	2,268
Income (loss) attributable to minority interest	10,825	(380)
Change in fair value of derivative liability	280,243	-
Decrease (increase) in assets:
Accounts receivable	(204,708)	(130,677)
Due from broker	-	10,470
Other current assets	11,917	(420)
Deposits	(14,129)	-
Increase (decrease) in liabilities:
Accounts payable and accrued expenses	87,567	(75,721)
Sales deposit	-	(4,600)

Cash used in operating activities	(449,805)	(785,682)

Cash flows from investing activities:
Cash paid for fixed assets	(15,743)	(13,205)
Cash held by discontinued operations	-	(25,072)
Cash paid for investment	-	(150,000)
Net cash received on Flexiciser investment	-	2,452

Cash used in investing activities	(15,743)	(185,825)

Cash flows from financing activities:
Proceeds from sale of common stock to employees	318,389	291,377
Proceeds from sale of subsidiary preferred stock	-	5,000
Payments on notes	(24,046)	(19,887)
Notes payable - related parties	80,000	335,000
Payments on related party notes	(20,000)	-
Notes payable - other	150,000	115,000
(Repayments to) advances from related parties	(23,042)	298,763

Cash provided by financing activities	481,301	1,025,253

Net increase in cash	15,753	53,746


Cash, beginning of period	38,343	14,551
Cash, end of period	$ 54,096	$ 68,297

Supplemental Schedule of Cash Flow Information:
Cash paid for interest	$ 34,577	$ 3,521

Non-Cash Financial Activity:

Debenture principal converted to subsidiary common stock	$ 16,167	$ -
Derivative liability reclassified to equity upon conversion of debt	41,179	-
Common stock of a privately held entity received
as payment for a receivable	-	117,864

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

(Unaudited)

NOTE 1- ORGANIZATION AND NATURE OF OPERATIONS

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 we commenced planned operations and began generating revenue.

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 8).

GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, we have only recently begun generating revenue, have experienced recurring net operating losses, had a net loss of $1,174,594 and a negative cash flow from operations of $449,805 for the nine months ended September 30, 2007, and have a working capital deficiency of $655,692 as of September 30, 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements as of September 30, 2007 and for the nine and three month periods ended September 30, 2007 and 2006 have been prepared by PTS pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-QSB and Regulation S-B. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2006 as disclosed in the company's 10-KSB for that year as filed with the SEC, as it may be amended.

The results of the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2007.

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.

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 collectibility based on past credit history with customers and their current financial condition.

Loss Per Share

Basic and diluted loss per common share for all periods during which a net loss was incurred 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 nine months ended September 30, 2007 and 2006 and the three months ended September 30, 2006 since the effect would be anti-dilutive. There were 3,285,505,357 and 1,451,994,037 common stock equivalents outstanding at September 30, 2007 and 2006, respectively.

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.

Recent Accounting Pronouncements

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 the Company’s financial condition or results of operations.

NOTE 3 - RELATED PARTY TRANSACTIONS

Due to Related Parties

We have net advances payable to Peter Chin, our sole officer and director, of $10,720 at September 30, 2007.

During the period ended September 30, 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 period, we repaid principal of $20,000, plus interest of $1,446. At September 30, 2007, the outstanding principal and accrued interest are $60,000 and $9,829, 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 the three months ended September 30, 2007, we paid $20,143 of accrued interest to this officer. As of September 30, 2007 accrued interest on the note payable is $7,982.

As of June 30, 2007, we had received additional net advances from this officer of DAC aggregating $4,857, which were non-interest bearing and due on demand. These additional advances were repaid during the three months ended September 30, 2007.

NOTE 4 - 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 791,600,000, shares remaining as of September 30, 2007.

NOTE 5 - STOCK TRANSACTIONS

During the nine months ended September 30, 2007:

We issued 141,250,000 shares of common stock for cash proceeds of $318,389. 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 $53,377 has been recorded in the statement of operations.

We issued 34,500,000 shares of common stock, valued at $126,350, 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.

A subsidiary issued 2,000,000 shares of preferred stock, valued at $60,000, for services. The value of these shares has been classified as a minority interest in the financial statements at September 30, 2007.

We issued 101,437,500 shares of common stock pursuant to the conversion of 1,302,500 shares of Series A preferred stock and 250,000 shares of Series B preferred stock.

During 2007, we granted stock awards to employees for an aggregate of 141,250,000 shares of common stock. The awards had a weighted average fair value of $0.003 per share. We have recorded compensation expense of $53,377 related to these awards. We also granted 34,500,000 shares, with a weighted average fair value of $0.004, to consultants and have recorded a compensation cost of $126,350 related to these grants.

During the nine months ended September 30, 2006:

We issued 80,600,000 shares of common stock for cash proceeds of $291,377. These shares were issued pursuant to the Company's Bonus Plans. The shares were sold below fair value; an expense for the intrinsic value of $51,419 has been recorded in the statement of operations.

We issued 122,000,000 shares of common stock, valued at $484,300, for services.

We granted stock awards aggregating 23,250,000 shares of common stock which were outstanding at September 30, 2006. We recorded compensation expense of $10,114 related to these grants, based on 15% of market price.

During 2006, we granted stock awards to employees for an aggregate of 103,850,000 shares of common stock. The awards had a weighted average fair value of $0.004 per share. The Company has recorded compensation expense of $61,533 related to these awards. The Company also granted 122,000,000 shares, with a weighted average fair value of $0.004, to consultants and has recorded a compensation cost of $484,300 related to these grants.

NOTE 6 - 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 nine month period ended September 30, 2007, the Company reflected an expense of $280,243, representing the initial fair value and subsequent change in the value of the embedded conversion option. During the three months ended September 30, 2007, we have reflected income of $728,853 representing the change in fair value during that period.

During the three months ended September 30, 2007 the holder of the debenture converted $16,167 of principal into 200,000,000 shares of the subsidiary’s common stock. This amount has been classified as a minority interest in the financial statements at September 30, 2007. As a result of the conversions, we have reclassified an aggregate of $41,179 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.

NOTE 7 – CONVERTIBLE PREFERRED STOCK

As of September 30, 2007, the common stock equivalents of the Company exceeded the total common stock available for issuance by approximately 1,138,000,000 shares. The Company’s Chief Executive Officer, Peter Chin and his spouse, holds 7,500,000 shares of Series A Preferred Stock that are convertible into 562,500,000 common shares of the Company. 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.

NOTE 8 – DISCONTINUED OPERATIONS

Revenues from the GLCS operations included in discontinued operations were $2,951 and $(9,726) for the nine and three months ended September 30, 2006, respectively.

NOTE 9 – SUBSEQUENT EVENTS

Subsequent to the quarter ended September 30, 2007, the Company authorized the issuance of 33,000,000 shares of common stock to employees pursuant to the Company’s bonus plan, 14,000,000 shares of common stock for consulting and professional services and 13,875,000 shares of common stock pursuant to the conversion of preferred stock.

Item 2.

Management’s Discussion and Analysis or Plan of Operations.

Forward-Looking Information

Much of the discussion in this Item is “forward looking” as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to, general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders, and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-QSB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-QSB, as well as the financial statements in Item 7 of Part II of our Form 10-KSB for the fiscal year ended December 31, 2006, as it may be amended.

Our MD&A is provided as a supplement to our unaudited 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 three and nine month periods ended September 30, 2007 compared to the three and nine month periods ended September 30, 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 nine months ended September 30, 2007.

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 Northern and Southern California, Florida and Oregon.

On January 11, 2007, DAC entered into a Consulting Agreement with a quick service restaurant group (“Client”). The Client's name can not be disclosed due to the confidentiality clause in the agreement. Under the terms of the Consulting Agreement, 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.

On October 8, 2006, James Brewer, an individual and president of our former subsidiary, Global Links Card Services, Inc. (“GLCS”) elected to exercise his option to purchase all of the outstanding shares of common stock and series A preferred stock of GLCS held by us, pursuant to the terms of the option to purchase agreement dated December 24, 2004. On October 10, 2006, the Company, PTSCS and James Brewer agreed to assign all of the interest in GLCS consisting of 50,000,000 shares of common stock and 5,000,000 shares of series A preferred stock to James Brewer in exchange for a convertible note issued to the Company in the amount of $349,000. As a result, we no longer own an interest in GLCS. The Company determined that GLCS’ operations no longer fit with our objectives and would require substantial additional cash contributions in order to advance to profitability. The 2006 operations of GLCS are presented as discontinued operations in the statement of operations.

Current Business Plan

Our current purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation which is registered under the Securities Exchange Act of 1934, as amended. We do not restrict our search to any specific business; industry or geographical location and we may participate in a business venture of virtually any kind or nature.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

As part of our investigation of potential merger candidates, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel and take other reasonable investigative measures, to the extent of our financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the opportunity, our relative negotiation strength and that of the other management.

We intend to concentrate on identifying preliminary prospective business opportunities that may be brought to our attention through present associations of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services or trades; name identification; and other relevant factors.

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 ™, Inc. from two parties. In January, 2005 we issued 2,500,000 shares of Series B preferred stock and 7,500,000 shares of Series C preferred stock for all of the outstanding stock of The Glove Box, Inc. The preferred shares have been valued at an aggregate of $100,000. We also assumed net liabilities of $14,739. The Glove Box had no significant assets or operations, but owns the underlying technology to which we hold marketing licenses. We intend to continue to develop the technology. As a result of this acquisition, we now own the underlying Glove Box technology. The Glove Box ™ solves a long standing contamination problem in hospitals and medical offices caused by the normal retrieval and donning of gloves from a standard glove box. With its patented, free-standing dispenser (looking much like a filing cabinet), user selects from three glove sizes, slips their hands through sealed openings into air-filled gloves, then hits a foot switch to release the gloves onto their hands. A significant benefit of the Glove Box ™ is its unique design feature that permits the dispensing of un-powdered gloves that, without the use of the Glove Box ™, are increasingly the cause of both contamination and communicable health problems. The first prototype was finished during the first quarter of 2004 and the test was successful. On March 10, 2006, Glove Box ™, Inc., was granted U.S. Patent number 6,953,130 for the Glove Box ™ product. 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.

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.

Revenue Recognition

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.

Due to the uncertainty of collection of the note received in the sale of GLCS, 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.

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).

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. No software development costs have been capitalized during 2007.

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.

Results of Operations

Three Months Ended September 30, 2007 compared to the Three Months Ended September 30, 2006.

Revenue

Total revenue was $308,510 for the three months ended September 30, 2007 compared to $248,577 during the three months ended September 30, 2006. The increase results primarily from the new consulting agreement entered into by DAC during January 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 three months ended September 30, 2007 increased by $172,594 to $484,915 for the three months ended September 30, 2007 from $312,321 for the three months ended September 30, 2006. The primary components of our general and administrative expenses are compensation costs, consulting fees, professional fees, travel and entertainment and rent.

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

During the three months ended September 30, 2006, we recorded $103,643 of research and development expense related to the development of software products which had not achieved technological feasibility. No research and development expense was incurred during 2007. No software development costs have been capitalized during 2007 or 2006.

Interest Expense, Finance Costs and Fair Value of Derivative Liability (Other income/expense)

We reported other income (net of interest expense, finance cost and minority interest) for the three months ended September 30, 2007 of $674,327 as compared to $40,778 of expense for the three months ended September 30, 2006. The income during the 2007 period results from a credit related to the non-cash change in the fair value of our derivative liability of $728,853 during the three month period. Our interest expense and finance costs have increased slightly due to increased debt and the non-cash amortization of the beneficial conversion features resulting from the issuance of convertible debt.

Net Loss

We reported net income from continuing operations of $497,922 during the three months ended September 30, 2007 as compared with a loss of $208,165 for the three months ended September 30, 2006. The increase results from the increases and decreases described above, primarily the credit related to the non-cash change in the fair value of our derivative liability of $728,853.

Nine Months Ended September 30, 2007 compared to the Nine Months Ended September 30, 2006.

Revenue

Total revenue was $1,063,333 for the nine months ended September 30, 2007 compared to $581,597 during the nine months ended September 30, 2006. The increase results primarily from the new consulting agreement entered into by DAC during January 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 nine months ended September 30, 2007 increased by $638,049 to $1,815,275 for the nine months ended September 30, 2007 from $1,177,226 for the nine months ended September 30, 2006. The primary components of our general and administrative expenses are compensation costs, consulting fees, professional fees, travel and entertainment and rent.

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

During the nine months ended September 30, 2006, we recorded $311,059 of research and development expense related to the development of software products which had not achieved technological feasibility. No research and development expense was incurred during 2007. 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 nine months ended September 30, 2007 was $422,652 as compared to $108,218 for the nine months ended September 30, 2006. The increase results from interest expense attributable to increased debt along with a charge of $280,243 to reflect the non cash change in the fair value of our derivative liability during the nine months ended September 30, 2007.

Net Loss

Net loss from continuing operations increased from a loss of $1,014,906 for the nine months ended September 30, 2006 to a loss of $1,174,594 for the nine months ended September 30, 2007, an increase of $159,688. The increase results from the increases and decreases described above.

Liquidity and Capital Resources

As of September 30, 2007, we had a deficiency in working capital of $655,692. Cash used by operations was $449,805 during the nine months ended September 30, 2007. A loss of $1,174,594 was partially offset by non-cash charges of $76,769 of depreciation and amortization and bad debts, $414,727 in stock based expense, $61,578 in financing expense, and a charge of $280,243 related to the change in fair value of our derivative liability, increased by a net change in operating assets and liabilities of $119,353. Net cash used by investing activities totaled $15,743 for the nine months ended September 30, 2007. Cash provided by financing activities for the nine months ended September 30, 2007 was $481,301. Cash proceeds from stock sold were $318,389.

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 our Form 10-KSB, that due to our net loss and negative cash flows from operations, in addition to a lack of operational history, there is a substantial doubt about our ability to continue as a going concern. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing arrangements. There is no assurance that any financing will be sufficient to fund our capital expenditures, working capital and other cash requirements for the fiscal year ending December 31, 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.

Convertible Preferred Stock

As of September 30, 2007, the common stock equivalents of the Company exceeded the total common stock available for issuance by approximately 1,138,000,000 shares. The Company’s Chief Executive Officer, Peter Chin, and his spouse hold 7,500,000 shares of Series A Preferred Stock that are convertible into 562,500,000 common shares of the Company. 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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

Item 3.

Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure and Controls and Procedures. As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Controls Over Financial Reporting. There was no change in our internal controls, which are included within disclosure controls and procedures, during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine months ended September 30, 2007, the Company issued 141,250,000 shares of common stock for cash proceeds of $318,389 pursuant to the Company's Bonus Plan. The shares were sold below fair value; an expense for the intrinsic value of $53,377 has been recorded in the statement of operations. In addition, the Company issued 35,500,000 shares of common stock, valued at $126,350, for services, 10,000,000 shares of Series D preferred stock, valued at $10,000, for services, 1,000,000 shares of Series A preferred stock, valued at $165,000, for services, 101,437,500 shares of common stock pursuant to the conversion of 1,302,500 shares of Series A preferred stock and 250,000 shares of Series B preferred stock and a subsidiary issued 2,000,000 shares of preferred stock, valued at $60,000, for services. The value of these shares has been classified as a minority interest in the financial statements at September 30, 2007.

During 2007, we granted stock awards to employees for an aggregate of 141,250,000 shares of common stock. The awards had a weighted average fair value of $0.003 per share. We have recorded compensation expense of $53,377 related to these awards. We also granted 35,500,000 shares, with a weighted average fair value of $0.004, to consultants and have recorded a compensation cost of $126,350 related to these grants.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit No.	Identification of Exhibit	Location
3.1	Articles of Incorporation, dated November 5, 1996.	Incorporated by reference from PTS, Inc.’s Registration Statement on Form 10-SB filed on March 3, 1999.
3.2	Certificate 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.
3.3	Articles 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.
3.4	Certificate 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.
3.5	Certificate 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.
3.6	Certificate 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.
3.7	Certificate 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.
3.8	Certificate 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.
3.9	Certificate 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.
3.10	Certificate 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.
3.11	Certificate of Amendment to the Certificate of Designation establishing our Series D 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.
3.13	Certificate 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.
3.14	Certificate 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.
3.15	Certificate 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.
3.16	Certificate 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.


3.12	Bylaws.	Incorporated by reference from PTS, Inc.’s Registration Statement on Form 10-SB filed on March 3, 1999.
10.1	Stock 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.
10.2	Stock 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.
10.3	Stock 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.
10.4	Stock 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.
10.5	Stock purchase agreement and convertible note with James Brewer and PTS Card Solutions, Inc. dated October 10, 2006	Incorporated by reference from PTS, Inc.’s Current Report on Form 8-K filed October 19, 2006.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 14, 2007

PTS, Inc.

By: /s/ Peter Chin

Peter Chin, Chief Executive Officer and Chairman of the Board of Directors

EXHIBIT 31.1

SECTION 302

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Peter Chin, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of PTS, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 14, 2007

By: /s/ Peter Chin

Peter Chin, Chief Executive Officer

EXHIBIT 31.2

SECTION 302

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Peter Chin, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of PTS, Inc.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 14, 2007

By: /s/ Peter Chin

Peter Chin, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PTS, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Chin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.

By: /s/ Peter Chin

Peter Chin

Chief Executive Officer

November 14, 2007

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PTS, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Chin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.

By: /s/ Peter Chin

Peter Chin

Chief Financial Officer

November 14, 2007