UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 11, 2001
ELAST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-25485 88-0380544
- ----------------------------------------------------------------
(State of (Commission (I.R.S. Employer
Organization) File Number) Identification No.)
3960 Howard Hughes Pkwy., 5th Floor, Las Vegas, NV 89109
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 878-8310
Registrant's telephone number, including area code
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a AcquisitionAgreement (the "Agreement") entered into
on June 11, 2001, Elast Technologies, Inc., a Nevada corporation
("Elast" or the "Company"), acquired one hundred percent (100%)
of all the outstanding shares of common stock ("Common Stock") of
PTS, Inc., a Nevada corporation ("PTS") for a total of 9,000,000
shares. Under the terms of the Agreement, PTS will also the sum
of US$1 million to be paid in $80,000.00 monthly installments
commencing August 1, 2001 until July 1, 2002, with the remaining
$40,000.00 to be paid August 1, 2002.
The Acquisition was approved by the unanimous consent of the
Board of Directors of Elast and the shareholders of PTS on June
11, 2001. Elast shall change its name to PTS, Inc.
The following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the only
class of shares previously issued by the Company) at June 25,
2001 by (i) each person known by the Company to be the beneficial
owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, and (ii) by all directors and executive
officers of the Company as a group, prior to and upon completion
of this Offering. Each person named in the table, has sole voting
and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at the
address of the Company.
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Peter Chin (1) 4,500,000 27.88%
3220 Westleigh Ave.
Las Vegas, NV 89102
Common Sandy Chin (1) 4,500,000 27.88%
3220 Westleigh Ave.
Las Vegas, NV 89102
Common Total owners of 5% or 9,000,000 55.75%
more
Beneficial Holdings of Officer and Directors:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Thomas Krucker (2) 526,734 3.03%
2505 Rancho Bel Air
Las Vegas, NV 89107
Common Phillip Flaherty (3) 500,000 2.88%
604 Heartline Drive
Las Vegas, NV 89145
Common Brian Loke (4) 200,000 1.15%
6 Ridgewood Ct.
Belmont, CA 94002
Common Total ownership of 1,226,734 7.07%
officers and directors
(3 individuals)
- ----------------------------------------------
(1) Peter and Sandy Chin are husband and wife. Therefore,
together they hold 9,000,000 shares of common stock, which
represents 55.75% of the outstanding shares.
(2) Includes (i) 18,000 shares of the Company's common stock are
held by Mr. Krucker; (ii) 8,734 shares held in a trust in
the name of Mr. Krucker's spouse, Katherine; and
(iii) 500,000 shares Mr. Krucker has a right to acquire
within 60 days pursuant to a warrant.
(3) Includes 500,000 shares Mr. Flaherty has a right to acquire
within 60 days pursuant to a warrant.
(4) Includes 200,000 shares Mr. Loke has a right to acquire
within 60 days pursuant to a warrant.
A copy of the Agreement has been filed as an exhibit to this Form
8-K and is incorporated in its entirety.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Acquisition Agreement, entered into on June 11,
2001, Elast Technologies, Inc. acquired one hundred percent
(100%) of the issued and outstanding shares of common stock
(Common Stock) of PTS, Inc., a Nevada corporation from all of the
shareholders of the issued and outstanding Common Stock of PTS,
in exchange for a total of 9,000,000 shares of common stock. PTS
will aslo pay the sum of US$1 million to be paid in $80,000.00
monthly installments commencing August 1, 2001 until July 1,
2002, with the remaining $40,000.00 to be paid August 1, 2002. No
material relationship exists between the selling shareholders of
PTS or any of its affiliates, any director or officer, or any
associate of any such director or officer of PTS and the Company.
The consideration exchanged pursuant to the Agreement was
negotiated between PTS and the Company in an arm's-length
transaction.
ITEM 5. OTHER
On June 5, 2001, Dr. Eduardo Daniel Jimenez Gonzalez resigned as
a director of the Company effective immediately.
On June 8, 2001, Dr. Robert D. Milne resigned as the Secretary
and a director of the Company, effective immediately. Dr. Milne
also accepted the position as Director of the Chiropractic
Division and Director of the Allergy Division of PTS, Inc.,
effective immediately.
On June 26, 2001, the board of directors appointed Phillip
Flaherty and Brian Loke as members of the Board of Directors,
effective immediately. Mr. Thomas Krucker resigned as the
President and Treasurer, effective on June 26, 2001, but
continues to remain as a member of the board of directors and as
the Secretary of the Company as well as the CEO. Mr. Flaherty was
appointed as President, and Mr. Loke was appointed as the
Treasurer to replace Mr. Krucker's resignation as the President
and Treasurer.
On June 26, 2001, the Company increased the authorized shares of
its common stock from 25,000,000 shares, par value $0.001 per
share to 250,000,000 shares of common stock, par value $0.001 per
share.
On June 26, 2001, the Company also changed its name to PTS, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) The Audited Financial Statements for PTS, Inc. for the
period ended June 30, 2001 will be filed on or before
August 25, 2001.
b) The pro-forma financial statements, which serve to
state the results of 2000 as if the two companies had
combined operations during 2000 will be filed on of
before August 25, 2001.
EXHIBITS
2.1 Acquisition Agreement
3 Articles of Exchange
3.1 Certificate of Amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Elast Technologies, Inc.
By: /s/ Phillip Flaherty
Phillip Flaherty, President
Date: June 26, 2001