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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 25, 2011
PTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-25485 88-0380544
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
5155 Spectrum Way, Unit #5, Mississauga, ON, Canada L4W5A1
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 338-5412
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 (see General Instruction A.2., below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On March 25, 2011, we amended our Articles of Incorporation to effect a 1
share for 100 shares reverse stock split. Prior to the amendment, we had
5,000,000,000 shares of authorized capital stock, which included 4,800,000,000
shares of common stock and 200,000,000 shares of preferred stock. Prior to the
amendment, we had issued and outstanding a total of 2,776,969,300 shares of
common stock, 1,937,500 shares of Series A preferred stock and 15,000,000 shares
of Series D preferred stock.
Following the amendment to our Articles of Incorporation, we have
50,000,000 shares of authorized capital stock, which includes 48,000,000 shares
of common stock and 2,000,000 shares of preferred stock.
Following the amendment to our Articles of Incorporation, we have issued
and outstanding 27,769,693 shares of common stock, 19,375 shares of Series A
preferred stock and 150,000 shares of Series D preferred stock.
ITEM 9.01 EXHIBITS.
(d) Exhibits
3.(i) Certificate of Amendment to Articles of Incorporation of PTS, Inc.
filed with the Secretary of State of Nevada and effective as of
March 25, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DATED: March 28, 2011
PTS, INC.
By: /s/ Marc Pintar
---------------------------------
Marc Pintar
Interim Chief Executive Officer
2
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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3.(i) Certificate of Amendment to Articles of Incorporation of PTS, Inc.
filed with the Secretary of State of Nevada and effective as of
March 25, 2011