UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 24, 2004
PTS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
000-25485
(Commission File Number)
| 88-0380544
(IRS Employer Identification No.) |
3355 Spring Mountain Road, Suite 66
Las Vegas, Nevada
(principal executive offices)
|
89102
(Zip Code)
|
(702) 380-3811
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
This Amended Current Report on Form 8-K/A is filed to report the financial information that was required to be presented as a result of the stock purchase between PTS, Inc. (the “Registrant”) and Global Links Corp., a Nevada corporation (“Global Links”), to buy from Global Links all of the issued and outstanding shares of the capital stock of Global Links Card Services, Inc., a Nevada corporation (the “Stock Purchase”)., as reported by the Registrant in its Current Report on Form 8-K filed with the Commission on January 7, 2005.
Item 9.01.
Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
See Item 9.01(a) attached herewith.
(b) Pro forma financial information.
See Item 9.01(b) attached herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 8, 2005 | PTS, Inc. |
| | |
| | |
| | By /s/ Peter Chin
|
| | Peter Chin, President |
Exhibit 9.01(a)
GLOBAL LINKS CARD SERVICES, INC.
CONTENTS
PAGE | 1 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| | | |
PAGE | 2 | BALANCE SHEETS AS OF DECEMBER 24, 2004 AND DECEMBER 31, 2003 |
| | | |
PAGE | 3 | STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JANUARY 1, 2004 TO DECEMBER 24, 2004 AND FOR THE PERIOD FROM MARCH 31, 2003 (INCEPTION) TO DECEMBER 31, 2003 |
| | | |
PAGE | 4 | STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIENCY FOR THE PERIOD FROM MARCH 31, 2003 (INCEPTION) TO DECEMBER 31, 2004 |
| | | |
PAGE | 5 | STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JANUARY 1, 2004 TO DECEMBER 24, 2004 AND FOR THE PERIOD FROM MARCH 31, 2003 (INCEPTION) TO DECEMBER 31, 2003 |
| | | |
PAGES | 6-8 | NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 24, 2004 AND DECEMBER 31, 2003
|
| | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Global Links Card Services, Inc.:
We have audited the accompanying balance sheets of Global Links Card Services, Inc. (the "Company"), as of December 24, 2004 and December 31, 2003, and the related statements of operations, changes in stockholders' deficiency and cash flows for the period from January 1, 2004 to December 24, 2004, and for the period from March 31, 2003 (Inception) to December 31, 2003. 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 audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 evaluating the overall financial statement presentation. We believe that our audits provide 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 Global Links Card Services, Inc. as of December 24, 2004 and December 31, 2003, and the results of its operations and its cash flows for the period from January 1, 2004 to December 24, 2004, and for the period from March 31, 2003 (Inception) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
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 incurred a net loss of $180,475 and used cash of $63,580 in operations during the period ended December 24, 2004, and had a working capital deficiency of $408,516 and a stockholders’ deficiency of $228,516 as of December 24, 2004. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 16, 2005
GLOBAL LINKS CARD SERVICES, INC.
BALANCE SHEETS
ASSETS
------
December 24, December 31,
2004 2003
------------ ------------
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 2,787 $ 489
Deposits. . . . . . . . . . . . . . . . . . . . . - 50
Prepaid expenses. . . . . . . . . . . . . . . . . 200 -
------------ -------------
Total Current Assets . . . . . . . . . . . . . . . . 2,987 539
------------ -------------
OTHER ASSETS . . . . . . . . . . . . . . . . . . . .
Receivable from parent net of allowance of
$92,838 as of December 24,2004 and 2003. . . . 180,000 205,078
------------ -------------
Total Assets . . . . . . . . . . . . . . . . . $ 182,987 $ 205,617
============ =============
Liabilities and Stockholder’s Deficiency
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . $ 51,243 $ 19,229
Sales deposits. . . . . . . . . . . . . . . . . . 37,650 -
Payable to officers . . . . . . . . . . . . . . . 322,610 244,429
------------ -------------
Total Current Liabilities 411,503 263,658
LONG TERM LIABILITIES. . . . . . . . . . . . . . . . - -
------------ -------------
411,503 263,658
------------ -------------
STOCKHOLDER’S DEFICIENCY
Common Stock par value $0.001 70,000,000 shares
authorized, 10,000 shares issued and outstanding
as of December 24, 2004 and December 31, 2003 . 10 10
Additional Paid-in Capital. . . . . . . . . . . . 9,990 9,990
Stock Subscription Receivable . . . . . . . . . . - (10,000)
Accumulated Deficit. . . . . . . . . . . . . . . (238,516) (58,041)
------------ --------------
Total Stockholder’s Deficiency . . . . . . . . . . (228,516) (58,041)
----------- ------------
Total Liabilities and
Stockholder’s Deficiency. . . . . . . $ 182,987 $ 205,617
============ ==============
See Accompanying Notes to Financial Statements.
2
GLOBAL LINKS CARD SERVICES, INC.
STATEMENTS OF OPERATIONS
For the Period From
For the Period From March 31, 2003
January 1, 2004 (Inception)
To T0
December 24, 2004 December 31, 2003
--------------- ------------------
REVENUES. . . . . . . . . . . . . . . . . . . . $ 2,654 $ 1,829
--------------- ---------------
EXPENSES
General and Administrative . . . . . . . . . 21,006 26,588
Consulting Fees. . . . . . . . . . . . . . . 113,000 36,800
Officer Compensation . . . . . . . . . . . . 10,000 13,900
Outside Services . . . . . . . . . . . . . . 22,859 377
--------------- ---------------
Total Expenses. . . . . . . . . . . . . . 166,865 77,665
--------------- ---------------
Loss From Operations. . . . . . . . . . . . . . (164,211) (75,836)
--------------- ---------------
OTHER INCOME (EXPENSE)
Gain from extinguishment of officers debt.. . . - 130,000
Interest Expense . . . . . . . . . . . . . . (16,264) (19,367)
Allowance on receivable due from Parent . . . . - (92,838)
--------------- ---------------
Total other income (expenses) . . . . . . (16,264) 17,795
--------------- ---------------
Net Loss. . . . . . . . . . . . . . . . . . . . $ (180,475) $ (58,041)
=============== ===============
See Accompanying Notes to Financial Statements.
3
GLOBAL LINKS CARD SERVICES, INC.
STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIENCY
For the Period from March 31, 2003 (Inception) to December 24, 2004
|
Common Stock Paid-in Stock Retained Total |
Shares Par Capital Subscription Earnings Deficiency |
Receivable (Deficit) |
--------- ---------- ---------- ------------- ---------- ----------- |
|
|
Issuance of stock |
at formation . . 10,000 $ 10 $ 9,990 $ (10,000) $ - $ - |
|
|
Net Loss . . . . . - - - - (58,041) (58,041) |
|
|
----------- ----------- ---------- ------------ ----------- ----------- |
Balance, December |
31, 2003 . . 10,000 10 9,990 (10,000) (58,041) (58,041) |
|
|
Payment of Subscription |
Receivable. . . - - - 10,000 - 10,000 |
|
|
Net Loss. . . . . . . - - - - (180,475) (180,475) |
|
|
----------- ----------- ---------- ------------ ----------- ----------- |
Balance, December |
31, 2004 . . 10,000 $ 10 $ 9,990 $ - $ (238,516) $ (228,516) |
=========== =========== ========== ============ =========== =========== |
|
See Accompanying Notes to Financial Statements.
4
GLOBAL LINKS CARD SERVICES, INC.
STATEMENTS OF CASH FLOWS
For the Period From
For the Period From March 31, 2003
January 1, 2004 (Inception)
To To
December 24, 2004 December 31, 2003
--------------- ------------------
OPERATING ACTIVITIES
----------------------------------
Net Loss . . . . . . . . . . . . . . . . . . . . $ (180,475) $ (58,041)
Adjustments to reconcile Net Loss to
Cash used in operating activities:
Gain from extinguishment of debt. . . . . . . . . . - (130,000)
Allowance on receivable due from parent. . . . . - 92,838
Changes in operating assets and liabilities:
Decrease in deposits. . . . . . . . . . . . . 50 -
(Increase) in prepaid expenses. . . . . . . . (200) -
Increase in accounts payable. . . . . . . . . 32,014 9,729
Increase in payable to officers . . . . . . . 47,381 41,476
Increase in sales deposits. . . . . . . . . . 37,650 -
--------------- ---------------
Net cash used in Operating Activities. . . . . . (63,580) (43,998)
--------------- ---------------
INVESTING ACTIVITIES
--------------------------------------
Decrease in receivable from parent. . . . . . 25,078 8,367
--------------- ---------------
Net cash provided by Investing activities. . . . 25,078 8,367
--------------- ---------------
FINANCING ACTIVITIES
---------------------------------
Collection of stock subscription. . . . . . . 10,000 -
Cash Loans from Officers 30,800 36,120
--------------- ---------------
Net cash provided by Financing Activities. . . . 40,800 36,120
--------------- ---------------
Increase in Cash . . . . . . . . . . . . . . . . 2,298 489
Cash at Beginning of Period. . . . . . . . . . . 489 -
--------------- ---------------
Cash at End of Period. . . . . . . . . . . . . . $ 2,787 $ 489
=============== ===============
Supplemental Disclosures
Cash payment for interest . . . . . . . . . . $ 1,253 $ 827
=============== ===============
Noncash Investing and Financing Activities:
Following were transferred from Parent upon
incorporation
Receivable from Parent
$
$ 292,583
=============== ===============
Accounts Payable . . . . . . .
$ - $ 5,800
=============== ===============
Payable to Officer. . . . . . . . .
$ - $ 296,833
=============== ===============
Deposit. . . . . . . . . . . . . . . .
$ - $ 50
=============== ===============
Stock Subscription Receivable . . . . . . . . $ - $ 10,000
=============== ===============
See Accompanying Notes to Financial Statements
5
GLOBAL LINKS CARD SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 24, 2004 AND DECEMBER 31, 2003
NOTE 1 NATURE OF OPERATIONS
Global Links Card Services, Inc. ("GLCS" or the "Company") was incorporated in the state of Nevada on March 31, 2003 as a wholly owned subsidiary of Global Links Corp. On that date, Global Links Corporation transferred the assets, liabilities and operations relating to the marketing of stored value cards to this subsidiary. Since that time, such marketing operations have continued to be conducted through Global Links Card Services, Inc. The Company generated limited revenues during 2003 from the introduction of end users of stored value cards to producers of the cards, and in 2004 entered into contracts to provide and fulfill orders from end users of stored value cards with the physical card. In December 2004, all of the issued and outstanding common stock of the Company was sold to PTS, Inc. (See Note 6)
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has established a limited continuing source of revenue and has limited assets other than the receivable from its parent. The Company incurred a net loss of $180,475 and used cash of $63,580 in operations during the period ended December 24, 2004, and had a working capital deficiency of $408,516 and a stockholders’ deficiency of $228,516 as of December 24, 2004.
Furthermore, as of December 24, 2004, all of the issued and outstanding common stock of the Company was sold to PTS, Inc As a condition of the acquisition of the Company by PTS, Inc, PTS agreed to assume the receivable from Parent, of which $20,000 had been contributed as of December 24, 2004. The Company's management believes that this amount, in addition to projected revenues from providing and fulfilling card orders, the issuance of the Company's FastMax Visa Debit card, and Consulting income, will provide sufficient funds to allow continued operation of the Company over the next twelve months. The Company's existence is dependent upon management's ability to develop these sales and operations. 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
Cash Equivalents. For the purpose of the statement of cash flows, the company considers all highly liquid debt instruments purchased with the original maturity of three months or less to be cash equivalents.
6
Credit Concentrations. At times, the Company may exceed the FDIC limit of $100,000 in one banking institution. There was no uninsured amount at December 24, 2004.
Revenue Recognition. The Company currently generates revenue from the sale and fulfillment of orders for plastic stored value cards. Revenue is recognized upon delivery and acceptance of the cards by the customer. In certain instances, the Company receives partial payment from customers at the time of placement of an order for physical cards . These amounts are carried as sales deposits until such time as the physical cards are produced and then delivered and accepted by the customer Revenues from the monthly fees and transactions fees on the outstanding cards are recognized upon receipt of funds from the Company's third party processor which are due in the month following the month in which the fees are generated.
Income Taxes. The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized and measured using enacted tax rates at the balance sheet date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce net deferred taxes to amounts that are more likely than not to be realized.
Fair Value of Financial Instruments. The Company's financial instruments include cash, receivable from parent, accounts payable and payable to officers. The carrying value of the Company's financial instruments approximates their fair values as of December 24, 2004 and December 31, 2003and because of their short maturities.
Management Estimates. The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 3 - RELATED PARTY TRANSACTIONS
Due from Parent. Due from Parent represents unsecured advances to Global Links Corporation. The gross amount of the advances due were $272,838 and $297,916 at December 24, 2004 and December 31, 2003 respectively. This receivable is non-interest bearing and has no due date. As part of the stock acquisition by PTS Inc, (see Note 6), PTS agreed to assume this receivable and to pay $200,000 of the receivable during the first and second quarters of 2005. Amounts over and above $200,000 will be paid by PTS only if in the opinion of PTS, such amounts are needed by the Company and adequate funds are available in PTS to make such payments. Of the initial $200,000,
7
$20,000 had been contributed as of December 24, 2004. As such, the Company reserved $92,838 representing the amount in excess of $200,000 for financial accounting purposes. Subsequent to December 24, 2004, the Company has collected $140,000 of the outstanding amount from PTS with the remaining payments due later in 2005.
Due to Related Parties At December 24, 2004 and December, 31, 2003 the Company had an outstanding obligation to an officer of the Company of $322,610 and $244,429, respectively. The obligation is unsecured, bears interest at 6% per annum, and is payable on demand. During 2003, the officer foregave $130,000 of this debt which has been reflected as a gain on extingusihment of officer’s debt in the accompanying financial statements.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
As of December, December 24, 2004 the Company had no known pending or threatening litigation, and is not currently obligated under any operating leases. Rent expense for the year ended December 31, 2003 was $4,800 paid for the rent of offices, $1,000 paid for a storage unit for records of the Company, and $150 paid for the rent of a mail box. For the period January 1, 2004 thru December 24, 2004 the Company expended $2,400 for a storage unit for records of the Company, $300 for rental of a mail box, and $50 applied to rent of offices. All rental agreements are on a month to month basis with no notice required for cancellation.
Effective December 1, 2004, the Company entered into a Corporate Officer Employment Agreement with the Company's sole officer. The three year agreement calls for annual compensation of $160,000 in the first year, $213,000 in the second year, and $238,000 in the third year. In addition, the agreement calls for bonuses tied to net revenues of the Company, and reimbursements for auto expenses and medical insurance.
NOTE 5 - Significant Concentration
The Company had only one supplier of plastic cards at December 24, 2004, however there are several other sources which have quoted prices and availability of plastic cards from which the Company can fulfill its obligations for supplying and fulfilling stored value card orders. The Company currently has only one processor for transactions under it's FastMax card. However there are several other processors capable of providing such services, some of which the Company has had communications with regarding alternative products.
NOTE 6 - SUBSEQUENT EVENTS
Effective December 24, 2004, PTS Inc. entered into a stock purchase agreement with Global Links Corp., a Nevada corporation ("Global Links") to buy from Global Links all of the issued and outstanding shares of capital stock of its wholly owned subsidiary Global Links Card Services, Inc.
8
Exhibit 9.01(b)
The following unaudited pro forma condensed combining financial data are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Global Links Card Servies, Inc. and notes thereto included herein.
PTS, Inc. and Subsidiaries
Unaudited Pro Forma Condensed
Combining Balance Sheet
December 31, 2003
| | PTS, Inc. | | Global Links Card Services, Inc. | | Pro Forma
Adjustments | | | PTS, Inc./
Global Links Card Services, Inc.
ProForma | |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 146,179 | | $ | 489 | | $ | (35,000 | )(A) | | $ | 111,668 | |
Prepaid expenses | | 405 | | - | | — | | | 405 | |
Deposits | | - | | 50 | | | | | 50 | |
Total current assets | | 146,584 | | 539 | | (35,000 | ) | | 112,123 | |
Deposits | | 875 | | - | | - | | | 875 | |
Receivable from parent | - | - | | 205,078 | | (205,078 | )(D) | | - | |
Goodwill | | - | | - | | 298,119 | (B) | | 298,119 | |
Note receivable from employee | | - | | - | | | | | — | |
Total assets | | $ | 147,459 | | $ | 205,617 | | $ | 58,041 | | | $ | 411,117 | |
| | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | |
Current liabilities: | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 359,278 | | $ | 19,229 | | $ | | | | $ | 378,507 | |
Accrued payroll taxes | | 79,638 | | - | | — | | | 79,638 | |
Due to related parties | | 337,908 | | 244,429 | | — | | | 582,337 | |
Short-term notes payable -due to related party | | 22,000 | | - | | - | | | 22,000 | |
Total current liabilities | | 798,824 | | 263,658 | | | | | 1,062,482 | |
| | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | |
Common stock, $.001 par value, 800,000,000 shares authorized; 76,848,626 shares issued and outstanding | | 76,849 | | 10 | | (10 | )(C) | | 76,849 | |
Additional paid-in capital | | 11,506,529 | | 9,990 | | (9,990 | )(C) | | 11,506,529 | |
Additional paid-in Capital for Warrants | | 205,000 | | - | | - | | | 205,000 | |
Deficit accumulated during the development stage | | (11,888,363 | ) | (58,041 | ) | 58,041 | (C) | | (11,888,363 | ) |
Stock subscription receivable | | (551,380 | ) | (10,000 | ) | 10,000 | | | (551,380 | ) |
Total stockholders’ equity | | (651,365 | ) ) | (58,041 | ) ) | 58,041 | | | (651,365 | ) ) |
Total liabilities and stockholders’ equity | | $ | 147,459 | | $ | 205,617 | | $ | 58,041 | | | $ | 411,117 | |
See accompanying notes to unaudited pro forma condensed combining financial statements.
9
PTS, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combining Statement of Income
For the Year Ending December 31, 2003
| | PTS, Inc. | | Global Links Card Services, Inc. | | Pro Forma
Adjustments | | PTS, Inc./
Global Links Card Services, Inc.
ProForma | |
| | | | | | | | | |
Revenue: | | $ - | | $ 1,829 | | $ - | | $ 1,829 | |
Total revenue | | - | | 1,829 | | | | 1,829 | |
Operating costs and expenses: | | | | | | | | | |
General and operating expenses | | 271,716 | | 77,665 | | - | | 349,381 | |
Research and development | | 11,499 | | - | | - | | 11,499 | |
Merger and acquisition costs | | 200,000 | | - | | - | | 200.000 | |
| | | | | | | | 7,624 | |
Total operating expenses | | 483,215 | | 77.665 | | - | | 560.880 | |
Loss from operations | | (483,215 | ) | (75,836 | ) | - | | (559,051 | ) |
Other Income (Expense) | | | | | | | | | |
Gain on extinguishments of debt | | 44,972 | | 130,000 | | - | | 174,972 | |
Interest income | | 4 | | | | - | | 4 | |
Interest expense | | - | | (19,367 | ) | - | | (19,367 | ) |
Allowance on receivable due from parent | | - | | (92,838 | ) | - | | (92,838 | ) |
Total other income, net | | 44,976 | | 17,795 | | - | | 62,771 | |
Net loss | | $ | (438,239 | ) | $ | (58,041 | ) | $ | - | | $ | (496,280 | ) |
| | | | | | | | | | |
Net loss per basic and diluted share | | $ | (0.02 | ) | - | | - | | $ | 0.02 | |
Weighted average shares outstanding, basic and diluted | | 26,413,968 | | - | | - | | 26,413,968 | |
| | | | | | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed combining financial statements.
10
PTS, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combining Financial Statements
1. BASIS OF PRESENTATION
The unaudited pro forma condensed combining balance sheet as of December 31, 2003 gives effect to the acquisition of Global Links Card Services, Inc. (“GLCS”) a Nevada corporation, as if it occurred on that date. The unaudited pro forma condensed combining statement of operations for the year ended December 31, 2003 gives effect to the acquisition of GLCS as if it occurred on January 1, 2003.
Under the terms and conditions of the Stock Purchase Agreement, Effective December 24, 2004, PTS Inc. ("PTS") entered into a stock purchase agreement with Global Links Corp., a Nevada corporation ("Global Links") to buy from Global Links all of the issued and outstanding shares of the capital stock of Global Links Card Services, Inc., a Nevada corporation , GLCS became a wholly-owned subsidiary of PTS, Inc. (“the Company”). The Company acquired all of the assets of GLCS for approximately $35,000, and assumed aGlobal Links payable to GLCS of approximately $300,000. The Company funded the acquisition using available cash on hand.
The assets acquired and liabilities assumed in this acquisition were recorded based on management’s best estimates of fair market value with any excess purchase price being allocated to goodwill.
2. PRO FORMA ADJUSTMENTS TO THE BALANCE SHEET AND STATEMENT OF OPERATIONS
(A) Reflects PTS, Inc.’s purchase price of approximately $35,000 in cash, paid to Global Links Card Services, Inc.'s sole shareholder Global Links Corporation.
(B) Reflects the establishment of goodwill in the amount of $298,119.
(C) Reflects the elimination of Global Link’s common stock and accumulated deficit.
(D) Reflects the elimination of due from parent.
11
