FORM S-8

                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933


                                   PTS, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
            Nevada                        7389                 042392188
<S>                            <C>                          <C>
  (State or jurisdiction of   (Primary Standard Industrial (I.R.S. Employer
incorporation or organization)Classification Code Number) Identification No.)
</TABLE>

  3355 Spring Mountain Road, No. 66, Las Vegas, Nevada 89102; (702) 217-3888
 (Address and telephone number of Registrant's principal executive offices and
                         principal place of business)

                EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005
                           (Full title of the Plan)

    Peter Chin, 3355 Spring Mountain Road, No. 66, Las Vegas, Nevada 89102
                    (Name and address of agent for service)

                                (702) 217-3888
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                                        Proposed maximum aggregate
Title of securities to be registered                Amount to be Proposed offering price      offering price         Amount of
                                                     registered       per share (1)                                registration
                                                                                                                        fee
<S>                                                  <C>           <C>                     <C>                         <C>
Options to Purchase Common Stock, Common Shares
Underlying Options                                  1,300,000,000      $0.001 (2)               $1,300,000            $164.71
Total                                               1,300,000,000                               $1,300,000            $164.71
</TABLE>
(1)The   Offering   Price  is  used  solely  for  purposes  of  estimating  the
   registration  fee pursuant  to  Rule  457(h)  promulgated  pursuant  to  the
   Securities Act of 1933.
(2)This Offering Price per Share is established pursuant to the option exercise
   price set forth  in the Employee Stock Incentive Plan for the Year 2005, set
   forth in Exhibit 4.1 to this Form S-8.





                                       1


<PAGE>
                                    PART I

             Information Required in the Section 10(a) Prospectus

ITEM 1.PLAN INFORMATION.

      See Item 2 below.

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The documents containing the information specified in Part I, Items 1 and
2, will be delivered  to  each  of the participants in accordance with Form S-8
and Rule 428 promulgated under the  Securities  Act  of 1933.  The participants
shall be provided a written statement notifying them that  upon written or oral
request  they will be provided, without charge, (i) the documents  incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b).  The statement will
inform the  participants  that these documents are incorporated by reference in
the Section 10(a) prospectus,  and  shall  include the address (giving title or
department) and telephone number to which the request is to be directed.

                                    PART II

              Information Required in the Registration Statement

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following are hereby incorporated by reference:

            (a)   The Registrant's latest annual  report on Form 10-KSB for the
fiscal year ended December 31, 2003, filed on April 30, 2004.

            (b)   All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.

            (c)   A description of the Registrant's securities contained in the
Registration Statement on Form 10SB12G filed by the  Registrant's  predecessor,
Elast Technologies, Inc., to register the common stock under the Exchange  Act,
including  all  amendments  filed for the purpose of updating such common stock
description.

      All documents subsequently  filed  by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all  securities offered have been sold
or which deregisters all securities then remaining  unsold,  shall be deemed to
be  incorporated  by  reference in the registration statement and  to  be  part
thereof from the date of filing of such documents.

ITEM 4.DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.INTEREST OF NAMED EXPERTS AND COUNSEL.

      Other than as set  forth below, no named expert or counsel was hired on a
contingent basis, will receive  a  direct  or  indirect  interest  in the small
business  issuer,  or  was  a  promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Our bylaws do not contain a provision entitling any director or executive
officer to indemnification against its liability under the Securities Act.  The
Nevada Revised Statutes allow a  company  to indemnify our officers, directors,
employees, and agents from any threatened,  pending, or completed action, suit,
or  proceeding,  whether  civil,  criminal, administrative,  or  investigative,
except under certain circumstances.  Indemnification may only occur









                                       2


<PAGE>
      if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a  manner, which such person believed to be in
the best interests of the Registrant.   A  determination  may  be  made  by the
stockholders;  by  a  majority  of  the  directors  who were not parties to the
action, suit, or proceeding confirmed by opinion of independent  legal counsel;
or  by opinion of independent legal counsel in the event a quorum of  directors
who were not a party to such action, suit, or proceeding does not exist.

      Provided  the  terms  and conditions of these provisions under Nevada law
are met, officers, directors,  employees,  and  agents of the Registrant may be
indemnified against any cost, loss, or expense arising  out  of  any  liability
under  the  Securities Act.  Insofar as indemnification for liabilities arising
under  the  Securities   Act  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, we have been advised that in the opinion
of the Securities and Exchange  Commission,  such  indemnification  is  against
public policy and is, therefore, unenforceable.

      The   Nevada   Revised  Statutes,  stated  herein,  provide  further  for
permissive indemnification of officers and directors.

      "A.   NRS  78.7502.    Discretionary  and  mandatory  indemnification  of
officers, directors, employees and agents: General provisions.

            "1.   A corporation  may indemnify any person who was or is a party
or is threatened to be made a party  to  any  threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative   or
investigative,  except  an  action  by  or  in the right of the corporation, by
reason of the fact that he is or was a director,  officer, employee or agent of
the corporation, or is or was serving at the request  of  the  corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise, against expenses, including  attorneys'
fees, judgments, fines and amounts  paid  in settlement actually and reasonably
incurred by him in connection with the action,  suit  or proceeding if he acted
in good faith and in a manner which he reasonably believed  to  be  in  or  not
opposed  to  the  best  interests  of the corporation, and, with respect to any
criminal action or proceeding, had no  reasonable  cause to believe his conduct
was unlawful.  The termination of any action, suit or  proceeding  by judgment,
order,  settlement,  conviction  or  upon  a  plea  of  nolo  contendere or its
equivalent, does not, of itself, create a presumption that the  person  did not
act in good faith and in a manner which he reasonably believed to be in or  not
opposed to the best interests of the corporation, and that, with respect to any
criminal  action  or  proceeding,  he  had reasonable cause to believe that his
conduct was unlawful.

            "2.   A corporation may indemnify  any person who was or is a party
or  is threatened to be made a party to any threatened,  pending  or  completed
action  or  suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the  corporation,  or  is  or  was  serving  at  the request of the
corporation  as a director, officer, employee or agent of another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses,
including  amounts   paid  in  settlement  and  attorneys'  fees  actually  and
reasonably incurred by  him in connection with the defense or settlement of the
action or suit if he acted  in  good  faith and in a manner which he reasonably
believed to be in or not opposed to the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court  of  competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to  the  corporation  or  for
amounts  paid  in  settlement to the corporation, unless and only to the extent
that the court in which  the  action  or  suit  was  brought  or other court of
competent  jurisdiction  determines upon application that in view  of  all  the
circumstances of the case,  the  person  is  fairly  and reasonably entitled to
indemnity for such expenses as the court deems proper.

            "3.   To the extent that a director, officer,  employee or agent of
a corporation has been successful on the merits or otherwise  in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

      "B.   NRS    78.751.     Authorization    required    for   discretionary
indemnification;  advancement  of  expenses; limitation on indemnification  and
advancement of expenses.









                                       3


<PAGE>
            "1.   Any discretionary  indemnification  under  NRS 78.7502 unless
ordered  by a court or advanced pursuant to subsection 2, may be  made  by  the
corporation  only  as authorized in the specific case upon a determination that
indemnification of the  director,  officer,  employee or agent is proper in the
circumstances.  The determination must be made:

                  "(a)  By the stockholders;

                  "(b)  By the board of directors  by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;

                  "(c)   If a majority vote of a quorum  consisting of directors
who  were  not  parties  to  the  action,  suit  or  proceeding so  orders,  by
independent legal counsel in a written opinion; or

                  "(d)  If  a  quorum  consisting  of directors  who  were  not
parties to the action, suit or proceeding cannot be  obtained,  by  independent
legal counsel in a written opinion.

            "2.   The  articles  of  incorporation,  the bylaws or an agreement
made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit  or  proceeding  must be
paid  by  the  corporation  as  they  are  incurred and in advance of the final
disposition of the action, suit or proceeding,  upon  receipt of an undertaking
by  or  on  behalf  of the director or officer to repay the  amount  if  it  is
ultimately determined  by  a  court  of  competent  jurisdiction that he is not
entitled  to  be  indemnified  by  the  corporation.   The provisions  of  this
subsection  do  not  affect  any  rights  to advancement of expenses  to  which
corporate personnel other than directors or  officers may be entitled under any
contract or otherwise by law.

            "3.   The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

                  "(a)  Does not exclude any other  rights  to  which  a person
seeking  indemnification  or advancement of expenses may be entitled under  the
articles of incorporation or  any  bylaw,  agreement,  vote  of stockholders or
disinterested  directors  or  otherwise, for either an action in  his  official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered  by  a court pursuant to or for the advancement
of expenses made pursuant to subsection  2,  may not be made to or on behalf of
any director or officer if a final adjudication  establishes  that  his acts or
omissions involved intentional misconduct, fraud or a knowing violation  of the
law and was material to the cause of action.

                  "(b)  Continues for a person who has ceased to be a director,
officer,  employee  or  agent and inures to the benefit of the heirs, executors
and administrators of such a person.

      "C.   NRS 78.752.   Insurance  and  other  financial arrangements against
liability of directors, officers, employees and agents.

            "1.   A  corporation may purchase and maintain  insurance  or  make
other financial arrangements  on behalf of any person who is or was a director,
officer, employee or agent of the  corporation,  or  is  or  was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture, trust or other enterprise  for  any
liability asserted against him and liability  and  expenses  incurred by him in
his capacity as a director, officer, employee or agent, or arising  out  of his
status  as  such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.

            "2.   The  other  financial  arrangements  made  by the corporation
pursuant to subsection 1 may include the following:

                  "(a)  The creation of a trust fund.

                  "(b)  The establishment of a program of self-insurance.









                                       4


<PAGE>
                  "(c)  The  securing  of its obligation of indemnification  by
granting a security interest or other lien on any assets of the corporation.

                  "(d)  The establishment  of  a  letter of credit, guaranty or
surety.  No financial arrangement made pursuant to  this subsection may provide
protection  for a person adjudged by a court of competent  jurisdiction,  after
exhaustion of  all  appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation  of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

            "3.   Any insurance  or  other financial arrangement made on behalf
of a person pursuant to this section may  be provided by the corporation or any
other person approved by the board of directors,  even  if  all  or part of the
other person's stock or other securities is owned by the corporation.

            "4.   In the absence of fraud:

                  "(a)  The  decision  of  the  board  of directors as  to  the
propriety  of  the  terms  and conditions of any insurance or  other  financial
arrangement made pursuant to  this  section  and  the  choice  of the person to
provide the insurance or other financial arrangement is conclusive; and

                  "(b)  The insurance or other financial arrangement:

                        "1.   Is not void or voidable; and

                        "2.   Does  not  subject any director approving  it  to
personal liability for his action, even if  a  director approving the insurance
or  other financial arrangement is a beneficiary  of  the  insurance  or  other
financial arrangement.

            "5.   A corporation or its subsidiary which provides self-insurance
for itself  or  for  another affiliated corporation pursuant to this section is
not subject to the provisions of Title 57 of the Nevada Revised Statutes."

      The Registrant, with approval of the Registrant's Board of Directors, may
obtain directors' and officers' liability insurance.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.EXHIBITS.

      The Exhibits required  by  Item  601  of  Regulation  S-B,  and  an index
thereto, are attached.

ITEM 9.UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            (a)   (1)  To file, during any period in which offers or sales  are
being  made,  a post-effective amendment to this registration statement:  (iii)
To include any  material  information  with respect to the plan of distribution
not previously disclosed in the registration  statement  or any material change
to such information in the registration statement;

                  (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment  shall be deemed
to be a new registration statement relating to the securities offered  therein,
and  the  offering  of  such  securities at that time shall be deemed to be the
initial bona fide offering thereof.









                                       5


<PAGE>
                  (3)  To remove from registration by means of a post-effective
amendment any of the securities  being  registered  which  remain unsold at the
termination of the offering.

            (b)   That,  for  purposes of determining any liability  under  the
Securities Act of 1933, each filing  of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the  Securities Exchange Act of 1934 (and,
where  applicable,  each filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d)  of  the  Securities  Exchange  Act  of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein,  and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)   To  deliver or cause to be delivered with the prospectus,  to
each person to whom the  prospectus  is sent or given, the latest annual report
to security holders that is incorporated  by  reference  in  the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3  or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is sent or given, the latest quarterly  report  that  is
specifically incorporated  by  reference  in  the  prospectus  to  provide such
interim financial information.

            (d)   That insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may  be  permitted  to  directors, officers and
controlling persons of the registrant pursuant to the foregoing  provisions, or
otherwise,  the  registrant  has  been  advised  that  in  the  opinion of  the
Securities  and  Exchange  Commission  such  indemnification is against  public
policy as expressed in the Act and is, therefore,  unenforceable.  In the event
that  a  claim  for indemnification against such liabilities  (other  than  the
payment by the registrant  of  expenses incurred or paid by a director, officer
or  controlling person of the registrant  in  the  successful  defense  of  any
action,   suit  or  proceeding)  is  asserted  by  such  director,  officer  or
controlling  person  in  connection  with  the securities being registered, the
registrant  will, unless in the opinion of its  counsel  the  matter  has  been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question  whether  such  indemnification  by it is against public policy as
expressed in the Act and will be governed by the  final  adjudication  of  such
issue.

                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, Nevada on March 4, 2005.


                                         PTS, INC.



        	                         By /s/ Peter Chin
	                                 Peter Chin, Chief Executive Officer









                                       6


<PAGE>
      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  person  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                                    Title                                 Date
<S>                       <C>                                                            <C>
           /s/ Peter ChinChief Executive Officer and Chairman of the Board of DirectorsMarch 4, 2005
           Peter Chin
</TABLE>









                                       7


<PAGE>


                                 EXHIBIT INDEX

         EXHIBIT NO.      DESCRIPTION

       4.1          Employee Stock Incentive Plan for the Year 2005
       5            Opinion Re: Legality
       23.1         Consent of Accountants
       23.2         Consent of Counsel




                                       8
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{"company-data": {"conformed-name": "PTS INC/NV/", "cik": "0001080924", "assigned-sic": "3841", "irs-number": "880380544", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123160", "film-number": "05663291"}, "business-address": {"street1": "3355 SPRING MOUNTAIN ROAD", "street2": "SUITE 63", "city": "LAS VEGAS", "state": "NV", "zip": "89102", "phone": "7028788310"}, "mail-address": {"street1": "3355 SPRING MOUNTAIN ROAD.", "street2": "SUITE 63", "city": "LAS VEGAS", "state": "NV", "zip": "89102"}, "former-company": {"former-conformed-name": "ELAST TECHNOLOGIES INC", "date-changed": "19990302"}}
FORM S-8

                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933

                                   PTS, INC.
            (Exact name of registrant as specified in its charter)
Nevada                        7389                 042392188
(State or jurisdiction of   (Primary Standard Industrial (I.R.S. Employer
incorporation or organization)Classification Code Number) Identification No.)
3355 Spring Mountain Road, No. 66, Las Vegas, Nevada 89102; (702) 217-3888
 (Address and telephone number of Registrant's principal executive offices and
                         principal place of business)

                EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005
                           (Full title of the Plan)

    Peter Chin, 3355 Spring Mountain Road, No. 66, Las Vegas, Nevada 89102
                    (Name and address of agent for service)

                                (702) 217-3888
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed maximum aggregate
Title of securities to be registered                Amount to be Proposed offering price      offering price         Amount of
                                                     registered       per share (1)                                registration
                                                                                                                        fee
Options to Purchase Common Stock, Common Shares
Underlying Options                                  1,300,000,000      $0.001 (2)               $1,300,000            $164.71
Total                                               1,300,000,000                               $1,300,000            $164.71
(1)The   Offering   Price  is  used  solely  for  purposes  of  estimating  the
   registration  fee pursuant  to  Rule  457(h)  promulgated  pursuant  to  the
   Securities Act of 1933.
(2)This Offering Price per Share is established pursuant to the option exercise
   price set forth  in the Employee Stock Incentive Plan for the Year 2005, set
   forth in Exhibit 4.1 to this Form S-8.

                                       1
PART I

             Information Required in the Section 10(a) Prospectus

ITEM 1.PLAN INFORMATION.

      See Item 2 below.

ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The documents containing the information specified in Part I, Items 1 and
2, will be delivered  to  each  of the participants in accordance with Form S-8
and Rule 428 promulgated under the  Securities  Act  of 1933.  The participants
shall be provided a written statement notifying them that  upon written or oral
request  they will be provided, without charge, (i) the documents  incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b).  The statement will
inform the  participants  that these documents are incorporated by reference in
the Section 10(a) prospectus,  and  shall  include the address (giving title or
department) and telephone number to which the request is to be directed.

                                    PART II

              Information Required in the Registration Statement

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following are hereby incorporated by reference:

            (a)   The Registrant's latest annual  report on Form 10-KSB for the
fiscal year ended December 31, 2003, filed on April 30, 2004.

            (b)   All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.

            (c)   A description of the Registrant's securities contained in the
Registration Statement on Form 10SB12G filed by the  Registrant's  predecessor,
Elast Technologies, Inc., to register the common stock under the Exchange  Act,
including  all  amendments  filed for the purpose of updating such common stock
description.

      All documents subsequently  filed  by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all  securities offered have been sold
or which deregisters all securities then remaining  unsold,  shall be deemed to
be  incorporated  by  reference in the registration statement and  to  be  part
thereof from the date of filing of such documents.

ITEM 4.DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.INTEREST OF NAMED EXPERTS AND COUNSEL.

      Other than as set  forth below, no named expert or counsel was hired on a
contingent basis, will receive  a  direct  or  indirect  interest  in the small
business  issuer,  or  was  a  promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Our bylaws do not contain a provision entitling any director or executive
officer to indemnification against its liability under the Securities Act.  The
Nevada Revised Statutes allow a  company  to indemnify our officers, directors,
employees, and agents from any threatened,  pending, or completed action, suit,
or  proceeding,  whether  civil,  criminal, administrative,  or  investigative,
except under certain circumstances.  Indemnification may only occur

                                       2
if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a  manner, which such person believed to be in
the best interests of the Registrant.   A  determination  may  be  made  by the
stockholders;  by  a  majority  of  the  directors  who were not parties to the
action, suit, or proceeding confirmed by opinion of independent  legal counsel;
or  by opinion of independent legal counsel in the event a quorum of  directors
who were not a party to such action, suit, or proceeding does not exist.

      Provided  the  terms  and conditions of these provisions under Nevada law
are met, officers, directors,  employees,  and  agents of the Registrant may be
indemnified against any cost, loss, or expense arising  out  of  any  liability
under  the  Securities Act.  Insofar as indemnification for liabilities arising
under  the  Securities   Act  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, we have been advised that in the opinion
of the Securities and Exchange  Commission,  such  indemnification  is  against
public policy and is, therefore, unenforceable.

      The   Nevada   Revised  Statutes,  stated  herein,  provide  further  for
permissive indemnification of officers and directors.

      "A.   NRS  78.7502.    Discretionary  and  mandatory  indemnification  of
officers, directors, employees and agents: General provisions.

            "1.   A corporation  may indemnify any person who was or is a party
or is threatened to be made a party  to  any  threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative   or
investigative,  except  an  action  by  or  in the right of the corporation, by
reason of the fact that he is or was a director,  officer, employee or agent of
the corporation, or is or was serving at the request  of  the  corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise, against expenses, including  attorneys'
fees, judgments, fines and amounts  paid  in settlement actually and reasonably
incurred by him in connection with the action,  suit  or proceeding if he acted
in good faith and in a manner which he reasonably believed  to  be  in  or  not
opposed  to  the  best  interests  of the corporation, and, with respect to any
criminal action or proceeding, had no  reasonable  cause to believe his conduct
was unlawful.  The termination of any action, suit or  proceeding  by judgment,
order,  settlement,  conviction  or  upon  a  plea  of  nolo  contendere or its
equivalent, does not, of itself, create a presumption that the  person  did not
act in good faith and in a manner which he reasonably believed to be in or  not
opposed to the best interests of the corporation, and that, with respect to any
criminal  action  or  proceeding,  he  had reasonable cause to believe that his
conduct was unlawful.

            "2.   A corporation may indemnify  any person who was or is a party
or  is threatened to be made a party to any threatened,  pending  or  completed
action  or  suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the  corporation,  or  is  or  was  serving  at  the request of the
corporation  as a director, officer, employee or agent of another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses,
including  amounts   paid  in  settlement  and  attorneys'  fees  actually  and
reasonably incurred by  him in connection with the defense or settlement of the
action or suit if he acted  in  good  faith and in a manner which he reasonably
believed to be in or not opposed to the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court  of  competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to  the  corporation  or  for
amounts  paid  in  settlement to the corporation, unless and only to the extent
that the court in which  the  action  or  suit  was  brought  or other court of
competent  jurisdiction  determines upon application that in view  of  all  the
circumstances of the case,  the  person  is  fairly  and reasonably entitled to
indemnity for such expenses as the court deems proper.

            "3.   To the extent that a director, officer,  employee or agent of
a corporation has been successful on the merits or otherwise  in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

      "B.   NRS    78.751.     Authorization    required    for   discretionary
indemnification;  advancement  of  expenses; limitation on indemnification  and
advancement of expenses.

                                       3
"1.   Any discretionary  indemnification  under  NRS 78.7502 unless
ordered  by a court or advanced pursuant to subsection 2, may be  made  by  the
corporation  only  as authorized in the specific case upon a determination that
indemnification of the  director,  officer,  employee or agent is proper in the
circumstances.  The determination must be made:

                  "(a)  By the stockholders;

                  "(b)  By the board of directors  by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;

                  "(c)   If a majority vote of a quorum  consisting of directors
who  were  not  parties  to  the  action,  suit  or  proceeding so  orders,  by
independent legal counsel in a written opinion; or

                  "(d)  If  a  quorum  consisting  of directors  who  were  not
parties to the action, suit or proceeding cannot be  obtained,  by  independent
legal counsel in a written opinion.

            "2.   The  articles  of  incorporation,  the bylaws or an agreement
made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit  or  proceeding  must be
paid  by  the  corporation  as  they  are  incurred and in advance of the final
disposition of the action, suit or proceeding,  upon  receipt of an undertaking
by  or  on  behalf  of the director or officer to repay the  amount  if  it  is
ultimately determined  by  a  court  of  competent  jurisdiction that he is not
entitled  to  be  indemnified  by  the  corporation.   The provisions  of  this
subsection  do  not  affect  any  rights  to advancement of expenses  to  which
corporate personnel other than directors or  officers may be entitled under any
contract or otherwise by law.

            "3.   The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

                  "(a)  Does not exclude any other  rights  to  which  a person
seeking  indemnification  or advancement of expenses may be entitled under  the
articles of incorporation or  any  bylaw,  agreement,  vote  of stockholders or
disinterested  directors  or  otherwise, for either an action in  his  official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered  by  a court pursuant to or for the advancement
of expenses made pursuant to subsection  2,  may not be made to or on behalf of
any director or officer if a final adjudication  establishes  that  his acts or
omissions involved intentional misconduct, fraud or a knowing violation  of the
law and was material to the cause of action.

                  "(b)  Continues for a person who has ceased to be a director,
officer,  employee  or  agent and inures to the benefit of the heirs, executors
and administrators of such a person.

      "C.   NRS 78.752.   Insurance  and  other  financial arrangements against
liability of directors, officers, employees and agents.

            "1.   A  corporation may purchase and maintain  insurance  or  make
other financial arrangements  on behalf of any person who is or was a director,
officer, employee or agent of the  corporation,  or  is  or  was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture, trust or other enterprise  for  any
liability asserted against him and liability  and  expenses  incurred by him in
his capacity as a director, officer, employee or agent, or arising  out  of his
status  as  such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.

            "2.   The  other  financial  arrangements  made  by the corporation
pursuant to subsection 1 may include the following:

                  "(a)  The creation of a trust fund.

                  "(b)  The establishment of a program of self-insurance.

                                       4
"(c)  The  securing  of its obligation of indemnification  by
granting a security interest or other lien on any assets of the corporation.

                  "(d)  The establishment  of  a  letter of credit, guaranty or
surety.  No financial arrangement made pursuant to  this subsection may provide
protection  for a person adjudged by a court of competent  jurisdiction,  after
exhaustion of  all  appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation  of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

            "3.   Any insurance  or  other financial arrangement made on behalf
of a person pursuant to this section may  be provided by the corporation or any
other person approved by the board of directors,  even  if  all  or part of the
other person's stock or other securities is owned by the corporation.

            "4.   In the absence of fraud:

                  "(a)  The  decision  of  the  board  of directors as  to  the
propriety  of  the  terms  and conditions of any insurance or  other  financial
arrangement made pursuant to  this  section  and  the  choice  of the person to
provide the insurance or other financial arrangement is conclusive; and

                  "(b)  The insurance or other financial arrangement:

                        "1.   Is not void or voidable; and

                        "2.   Does  not  subject any director approving  it  to
personal liability for his action, even if  a  director approving the insurance
or  other financial arrangement is a beneficiary  of  the  insurance  or  other
financial arrangement.

            "5.   A corporation or its subsidiary which provides self-insurance
for itself  or  for  another affiliated corporation pursuant to this section is
not subject to the provisions of Title 57 of the Nevada Revised Statutes."

      The Registrant, with approval of the Registrant's Board of Directors, may
obtain directors' and officers' liability insurance.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.EXHIBITS.

      The Exhibits required  by  Item  601  of  Regulation  S-B,  and  an index
thereto, are attached.

ITEM 9.UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

            (a)   (1)  To file, during any period in which offers or sales  are
being  made,  a post-effective amendment to this registration statement:  (iii)
To include any  material  information  with respect to the plan of distribution
not previously disclosed in the registration  statement  or any material change
to such information in the registration statement;

                  (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment  shall be deemed
to be a new registration statement relating to the securities offered  therein,
and  the  offering  of  such  securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                       5
(3)  To remove from registration by means of a post-effective
amendment any of the securities  being  registered  which  remain unsold at the
termination of the offering.

            (b)   That,  for  purposes of determining any liability  under  the
Securities Act of 1933, each filing  of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the  Securities Exchange Act of 1934 (and,
where  applicable,  each filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d)  of  the  Securities  Exchange  Act  of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein,  and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)   To  deliver or cause to be delivered with the prospectus,  to
each person to whom the  prospectus  is sent or given, the latest annual report
to security holders that is incorporated  by  reference  in  the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3  or Rule 14c-3
under  the  Securities  Exchange  Act  of  1934;  and,  where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom  the  prospectus  is sent or given, the latest quarterly  report  that  is
specifically incorporated  by  reference  in  the  prospectus  to  provide such
interim financial information.

            (d)   That insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may  be  permitted  to  directors, officers and
controlling persons of the registrant pursuant to the foregoing  provisions, or
otherwise,  the  registrant  has  been  advised  that  in  the  opinion of  the
Securities  and  Exchange  Commission  such  indemnification is against  public
policy as expressed in the Act and is, therefore,  unenforceable.  In the event
that  a  claim  for indemnification against such liabilities  (other  than  the
payment by the registrant  of  expenses incurred or paid by a director, officer
or  controlling person of the registrant  in  the  successful  defense  of  any
action,   suit  or  proceeding)  is  asserted  by  such  director,  officer  or
controlling  person  in  connection  with  the securities being registered, the
registrant  will, unless in the opinion of its  counsel  the  matter  has  been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question  whether  such  indemnification  by it is against public policy as
expressed in the Act and will be governed by the  final  adjudication  of  such
issue.

                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, Nevada on March 4, 2005.

                                         PTS, INC.

        	                         By /s/ Peter Chin
	                                 Peter Chin, Chief Executive Officer

                                       6
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  person  in  the
capacities and on the date indicated.
Signature                                    Title                                 Date
/s/ Peter ChinChief Executive Officer and Chairman of the Board of DirectorsMarch 4, 2005
           Peter Chin
7
EXHIBIT INDEX

         EXHIBIT NO.      DESCRIPTION

       4.1          Employee Stock Incentive Plan for the Year 2005
       5            Opinion Re: Legality
       23.1         Consent of Accountants
       23.2         Consent of Counsel

                                       8