As Filed With the Securities and Exchange Commission on May 21, 2004
                                                 Registration No.

================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                         REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

          Nevada                          3845                  88-0380544
--------------------------------------------------------------------------------
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)


          3355 Mountain Spring Road - Suite 66, Las Vegas, Nevada 89102
                               (702) 702-380-3811
 -----------------------------------------------------------------------------
 (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                         2004/B EMPLOYEE BONUS STOCK PLAN

                    2004/B DIRECTORS AND CONSULTANTS STOCK PLAN
                            (Full title of the Plans)

                                   Peter Chin
                      3355 Mountain Spring Road - Suite 63
                            Las Vegas, Nevada 89102
                     ---------------------------------------
                     (Name and address of agent for service)

                               (702) 702-380-3811
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<PAGE>


                        CALCULATION OF REGISTRATION FEE
================================================================================

                                           Proposed     Proposed
     Title of                               Maximum      Maximum
  Each Class of                   Amount   Offering     Aggregate    Amount of
Securities Being                  Being    Price Per    Offering   Registration
   Registered                   Registered   Share       Price (1)      Fee
--------------------------------------------------------------------------------
Options to purchase common      100,000,000     -0-         -0-          -0-
stock (2)

Shares of common stock          98,000,000   $.003    $  294,000     $  37.25
underlying options (2)

Shares of common stock (3)       2,000,000   $.003         6,000     $    .76
                                                       ---------     --------

                Total                                 $  300,000     $  38.01


================================================================================

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 2004 Employee  Bonus Stock Plan, set forth
     in Exhibit 4.1 to this Form S-8.

3.   This Offering Price per Share is established pursuant to the 2004 Directors
     and Consultants Stock Plan set forth in Exhibit 4.2 to this Form S-8.


================================================================================
<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 SB-2 filed by the  Registrant  to  register  the common
      stock under the Securities Act of 1933, 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.

<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Twelve of the registrant's articles of incorporation  provides that
no  director  or officer of the  registrant  shall be  personally  liable to the
registrant or any of its  stockholders  for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director or
officer;  provided,  however, that the foregoing provision does not eliminate or
limit the liability of a director or officer for acts or omissions which involve
intentional  misconduct,  fraud or a knowing violation of law, or the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes.

      Article VI of the  registrant's  bylaws  contains the following  provision
relating to indemnification of officers and directors.

      "Except as hereinafter  stated otherwise,  the Corporation shall indemnify
all of its' officers and directors,  past,  present and future,  against any and
all expenses  incurred by them,  and each of them  including  but not limited to
legal fees, judgments and penalties which may be incurred, rendered or levied in
any legal action brought against any or all of them for or on account of any act
or omission  alleged to have been  committed  while  acting  within the scope of
their duties as officers or directors of this Corporation."

      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 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 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

<PAGE>

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.

     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


<PAGE>


     (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.


<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  has  not  obtained  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.

<PAGE>


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.

      (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.




<PAGE>


                                   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 Vagas, Nevada, on May 20, 2004.

                                      PTS, INC.


                                      By: /s/Peter Chin
                                         ----------------------------
                                         Peter Chin,
                                            President
                                            Chief Financial Officer
                                            Chief Accounting Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature               Title                                 Date
---------               -----                                 ----

/s/Peter Chin           President, Chief Executive Officer    May 20, 2004
-----------------       and Director
Peter Chin




<PAGE>
                                  EXHIBIT INDEX

NO.  DESCRIPTION
---  -----------

4.1  Bonus Stock Plan for the Year 2004

4.2  Incentive Stock Plan for the Year 2004

5.1  Opinion of Counsel re: Legality

23.1 Consent of Independent Certified Public Accountants

23.2 Consent of Counsel


------------------


<PAGE>
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{"company-data": {"conformed-name": "PTS INC/NV/", "cik": "0001080924", "assigned-sic": "6770", "irs-number": "880380544", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115799", "film-number": "04827211"}, "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"}}
As Filed With the Securities and Exchange Commission on May 21, 2004
                                                 Registration No.

================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                         REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

          Nevada                          3845                  88-0380544
--------------------------------------------------------------------------------
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

          3355 Mountain Spring Road - Suite 66, Las Vegas, Nevada 89102
                               (702) 702-380-3811
 -----------------------------------------------------------------------------
 (Address and telephone number of Registrant's principal executive offices and
                          principal place of business)

                         2004/B EMPLOYEE BONUS STOCK PLAN

                    2004/B DIRECTORS AND CONSULTANTS STOCK PLAN
                            (Full title of the Plans)

                                   Peter Chin
                      3355 Mountain Spring Road - Suite 63
                            Las Vegas, Nevada 89102
                     ---------------------------------------
                     (Name and address of agent for service)

                               (702) 702-380-3811
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================

                                           Proposed     Proposed
     Title of                               Maximum      Maximum
  Each Class of                   Amount   Offering     Aggregate    Amount of
Securities Being                  Being    Price Per    Offering   Registration
   Registered                   Registered   Share       Price (1)      Fee
--------------------------------------------------------------------------------
Options to purchase common      100,000,000     -0-         -0-          -0-
stock (2)

Shares of common stock          98,000,000   $.003    $  294,000     $  37.25
underlying options (2)

Shares of common stock (3)       2,000,000   $.003         6,000     $    .76
                                                       ---------     --------

                Total                                 $  300,000     $  38.01

================================================================================

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 2004 Employee  Bonus Stock Plan, set forth
     in Exhibit 4.1 to this Form S-8.

3.   This Offering Price per Share is established pursuant to the 2004 Directors
     and Consultants Stock Plan set forth in Exhibit 4.2 to this Form S-8.

================================================================================
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 SB-2 filed by the  Registrant  to  register  the common
      stock under the Securities Act of 1933, 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.

     Article Twelve of the registrant's articles of incorporation  provides that
no  director  or officer of the  registrant  shall be  personally  liable to the
registrant or any of its  stockholders  for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director or
officer;  provided,  however, that the foregoing provision does not eliminate or
limit the liability of a director or officer for acts or omissions which involve
intentional  misconduct,  fraud or a knowing violation of law, or the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes.

      Article VI of the  registrant's  bylaws  contains the following  provision
relating to indemnification of officers and directors.

      "Except as hereinafter  stated otherwise,  the Corporation shall indemnify
all of its' officers and directors,  past,  present and future,  against any and
all expenses  incurred by them,  and each of them  including  but not limited to
legal fees, judgments and penalties which may be incurred, rendered or levied in
any legal action brought against any or all of them for or on account of any act
or omission  alleged to have been  committed  while  acting  within the scope of
their duties as officers or directors of this Corporation."

      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 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 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.

     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.
(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  has  not  obtained  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.

      (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 Vagas, Nevada, on May 20, 2004.

                                      PTS, INC.

                                      By: /s/Peter Chin
                                         ----------------------------
                                         Peter Chin,
                                            President
                                            Chief Financial Officer
                                            Chief Accounting Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature               Title                                 Date
---------               -----                                 ----

/s/Peter Chin           President, Chief Executive Officer    May 20, 2004
-----------------       and Director
Peter Chin
EXHIBIT INDEX

NO.  DESCRIPTION
---  -----------

4.1  Bonus Stock Plan for the Year 2004

4.2  Incentive Stock Plan for the Year 2004

5.1  Opinion of Counsel re: Legality

23.1 Consent of Independent Certified Public Accountants

23.2 Consent of Counsel

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