NOTE TO EDITORS: The Following Is an Investment Opinion Being Issued by The Wall Street Small Cap Reporter.DALLAS, TX -- (MARKET WIRE) -- 11/17/04 -- Wall Street Futures, a leading source of news
and information for the small-cap investor, reports on ProMana Solutions,
Inc. (OTC: PSLU), its featured company in the human resources outsourcing
space.
PSLU is a provider of end-to-end Intranet-based software solutions for
business work flow and human resource management. The company's flagship
product manages the entire spectrum of administration, accounting, payroll,
benefits, human resources and a host of other functions for clients.
PSLU announced this week that it has launched ProMana Governmental
Solutions, a new marketing division dedicated to meeting the business
process outsourcing needs of public sector clients. Initially targeting
entities in the areas of finance, public safety, human services, defense,
education, and healthcare, the new division will be directed by Peter
Repetti, a respected New Jersey-area civic and business leader with more
than 25 years public sector involvement. Repetti will leverage his public
sector expertise and contacts to market and tailor the ProMana solution to
a variety of government clients.
Shares of PSLU closed Tuesday at $0.08, unchanged on the day, but they are
up significantly in the past month and could continue their upward trend in
light of the company's strong, recent news activity. Also among Wall
Street Futures' business-to-business "stocks to watch" this week are Green
Mountain Capital Inc (OTC BB: GMCI), Gateway Distributors (OTC BB: GAWY),
and ConectiSys (OTC BB: CNES).
******* Important Notice and Disclaimer: Please Read *******
Wall Street Futures is a news service of the Wall Street Small Cap Reporter
(WSSCR). WSSCR, 866-249-4961, publishes reports providing information on
selected companies that it believes have investment potential. WSSCR is not
a registered investment advisor or broker-dealer. This report is provided
as an information service only, and the statements and opinions in this
report should not be construed as an offer or solicitation to buy or sell
any security. WSSCR accepts no liability for any loss arising from an
investor's reliance on or use of this report. An investment is considered
to be highly speculative and should not be considered unless a person can
afford a complete loss of investment. WSSCR has been hired as a consultant
and has been paid by a third party for the publication and circulation of
this report. This report contains forward-looking statements, which involve
risks and uncertainties -- including, but not limited to, risks associated
with changes in general economic and business conditions (including in the
IT and financial information industries), actions of competitors, the
extent to which the company is able to develop new services and markets for
its services, the time and expense involved in such development activities,
the level of demand and market acceptance of the company's services, and/or
changes in its business strategies -- that may cause actual results to
differ materially from those set forth in the forward-looking statements.
For further details concerning these risks and uncertainties, please
request additional information directly from the company featured above or
obtain the SEC filings of the company including the company's most recent
annual and quarterly reports.
For Information contact:
866-249-4961
Visit www.wsscr.com
--------------------------------------------------------------------------------
15-Nov-2004
Quarterly Report
Item 2. Management's Discussion and Analysis of Results of Operations, Liquidity and Financial Condition.
Company Overview
Product Development
The Company was engaged in the development of two separate diagnostic tools: an allergy testing device and a chiropractic outcome-measuring instrument. Research and development of these products has been suspended and the Company is currently developing an apparatus known as the Glove Box. The Glove Box(TM) solves a long-standing contamination problem in hospitals and medical offices caused by the normal retrieval and donning of gloves from a standard glove box. With its patented, free-standing dispenser (looking much like a small filing cabinet), users select from two glove sizes, slip their hands through sealed openings into air-filled gloves, then hit a foot switch to release the gloves onto their hands. A significant benefit of the Glove Box(TM) is its unique design feature that permits the dispensing of un-powdered gloves that, without the use of the Glove Box, are increasingly the cause of both contamination and communicable health problems.
The Company currently holds the non-exclusive United States patent rights to manufacture, sell and distribute, under private label, an apparatus known as the Glove Box, pursuant to a license agreement. It also has acquired the exclusive rights in China, Malaysia, Singapore and Thailand and the right of first refusal for other countries to manufacture, sell and distribute, under private label, the Glove Box, pursuant to license agreements. The development of this product has not yet reached the point of manufacture. The first prototype was finished during the first quarter and the test was successful. The company is currently in discussion with different companies in China for beta testing of the Glove Box.
The Company anticipates significant expenditures on the development of The Glove Box(TM) during this year.
It will be necessary to raise funds to develop The Glove Box(TM). The Company may not able to raise the necessary funds to complete development of its product.
New Business Segment
The Company recently entered into an agreement to purchase Flexiciser units under an arrangement whereby it will pay the actual manufactured cost of the units, will jointly market the product and divide profits equally with the manufacturer. If the Company can sell the first order of units, it intends to continue this business. Designed for the paraplegic and quadriplegic as well as individuals who are unable to maintain movement through natural means, the Flexiciser provides passive, resistive exercise. It is a motorized machine that works off 120 volt household current. The Flexiciser is simple to use as no transferring out of the wheelchair is necessary. The Company began sales of the Flexiciser units during the second quarter of 2004.
--------------------------------------------------------------------------------
Separation and Distribution Agreement
On June 25, 2002, the Company and its wholly owned subsidiary, Elast, entered into a Separation and Distribution Agreement, subject to finalization of debt allocations and mutual Board of Directors Approval, through which the Company intends to spin off Elast. As a result of this agreement, upon consummation, the Company would no longer be involved in the development of medical devices. All assets related to the development of medical devices would be transferred to or retained by Elast.
Recent accounting Pronouncements
In March 2004, the U.S. Securities and Exchange Commission's Office of the Chief Accountant and the Division of Corporate Finance released Staff Accounting bulletin ("SAB") No. 105, "Loan Commitments Accounted for as Derivative Instruments". This bulletin contains specific guidance on the inputs to a valuation-recognition model to measure loan commitments accounted for at fair value, and requires that fair-value measurement include only differences between the guaranteed interest rate in the loan commitment and market interest rate, excluding any expected future cash flows related to the customer relationship or loan servicing. In addition, SAB105 requires the disclosure of the accounting policy for loan commitments, including methods and assumptions used to estimate the fair value of loan commitments, and any associated hedging strategies. SAB 105 is effective for derivative instruments entered into subsequent to March 31, 2004 and should also be applied to existing instruments as appropriate.
The Company has not yet completed its evaluation of SAB 105, but does not anticipate a material impact on the financial statements.
Results of Operations for the Period ended September 30, 2004
Comparison of the nine months ended September 30, 2004 with the nine months ended September 30, 2003.
Sales of products commenced in the second quarter of 2004. Sales were $103,264, cost of sales was $43,200, and gross profit was $60,064, or 58%.
Overall expenses increased by $1,382,870 to $1,513,488 in 2004 from $130,618 in 2003. Research and development activities were $48,957 in 2004, with no comparable expense in 2003. This increase results from the acquisition of PTSPI in 2003 and development activities on the Glove Box. General and administrative expenses increased by $789,463 to $920,081 in 2004 from $130,618 in 2003. The major components of the increase are as follows: Compensation expense, $213,029; Consulting expense, $444,100; Professional fees, $37,345; Marketing expense, $30,032; Other expenses, $64,957. These increases result from the activities related to the sale of products and development of the Glove Box; these activities were not present in the comparable prior period of 2003. Of the increase in compensation and consulting expense, $438,029 was non-cash compensation paid in stock. Amortization of licenses acquired was $544,450 during 2004, with no comparable expense in 2003.
Comparison of the three months ended September 30, 2004 with the three months ended September 30, 2003.
Sales of products commenced in the second quarter of 2004. Sales were $61,647, cost of sales was $27,600, and gross profit was $34,047, or 55%.
Overall expenses increased by $528,120 to $565,421 in 2004 from $37,301 in 2003. General and administrative expenses increased by $333,914 to $371,215 in 2004 from $37,301 in 2003. The major components of the increase are as follows:
Compensation expense, $57,111; Consulting expense, $244,100; Marketing expense $17,023; Professional fees, $12,978; Other expenses, $2,702. These increases result from the activities related to the sale of products and development of the Glove Box; these activities were not present in the comparable prior period of 2003. Of the increase in compensation and consulting expense, $216,216 was non-cash compensation paid in stock. Amortization of licenses acquired was $194,100 during 2004, with no comparable expense in 2003.
--------------------------------------------------------------------------------
Liquidity and Capital Resources
At September 30, 2004, the Company had cash and equivalents of $15,093. The Company had no cash at September 30, 2003. Our only external source of liquidity has been from the sale of capital stock. Sales of capital stock in 2004 generated cash proceeds of $769,384, compared to none in 2003.
Over the past three years, the company incurred significant operating losses and utilized significant amounts of cash to fund operations. The company is in a critical stage in its transition from the development of its medical related products to the development of the Glove Box. The company will continue to seek sources of financing to facilitate this development.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has only recently begun generating revenue, has experienced recurring net operating losses, had a net loss of $1,455,423 and a negative cash flow from operations of $900,470 for the nine months ended September 30, 2004, and has a working capital deficiency of $502,958 as of September 30, 2004. These factors raise substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern.
--------------------------------------------------------------------------------
PTS, Inc. Completes Purchase of 100% of Glove Box, Inc.
Monday November 15, 9:02 am ET
LAS VEGAS--(BUSINESS WIRE)--Nov. 15, 2004--PTS, Inc. (OTCBB:PTSN - News) today announced they have completed an agreement with American Fire Retardant Corp. (OTCBB:AFRD - News) for the purchase of their subsidiary, Glove Box, Inc., a Nevada corporation.
The terms of the purchase agreement calls for PTS, Inc. to exchange 7,500,000 shares of PTS convertible redeemable Series C Preferred Stock for 7,500,000 common shares Glove Box, Inc. for a total value estimated at approximately $750,000.00. The amount of consideration for the 7,500,000 common shares of Glove Box, Inc. pursuant to the stock exchange agreement was determined following negotiations between American Fire Retardant Corp. and PTS, Inc.
The Registrant's director determined that the terms of the Stock Exchange are reasonable. The Registrant's director did not seek a third party fairness opinion or any valuation or appraisal of the terms of the transaction. Thus, the Registrant's stockholders will not have the benefit of a third party opinion that the terms of the Stock Exchange were fair from a financial point of view.
Peter Chin, CEO of PTS, Inc., stated, "We are very pleased to have this transaction completed, and will now proceed with moving forward aggressively with our Glove Box international marketing opportunities."
About GLOVE BOX(TM)
The patented, revolutionary Glove Box(TM) is the only product that offers contamination reduction through automated glove dispensing. The Glove Box(TM) system is a freestanding dispenser of disposable latex gloves. The Glove Box(TM) is designed for targeting sterile, protective and clean room environments, and the applications are numerous, including the medical and healthcare industry, dental industry, hospitality industry, laboratories, health and beauty applications, manufacturing, food service, and others. In 2002, the worldwide market for this single-use product was 38 billion glove sets. Please visit the company's website: www.ptspi.com.
------------------
'wid ma mind on ma money an' ma money on ma MIND!!!!!!!
Do Da Due!!!
RUFF!!!
Dog