Quarterly Report (10-q)

Date : 11/21/2018 @ 8:44PM
Source : Edgar (US Regulatory)
Stock : PCT Ltd. (PCTL)
Quote : 0.0017  -0.0001 (-5.56%) @ 9:57PM

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

or 

 

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-31549

 

PCT LTD

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

90-0578516

(I.R.S. Employer Identification No.)

 

4235 Commerce Street, Little River, SC

(Address of principal executive offices)

 

29566

(Zip Code)

 

(843) 390-7900

(Registrant’s telephone number, including area code)

 

Indicate by check m ark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐ The registrant does not have a Web site.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☑ Smaller reporting company☑
(Do not check if a smaller reporting company)  Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

 

The number of shares outstanding of the registrant’s common s tock as of November 19, 2018 was 44,459,238, which does not include 4,039,707 shares of common stock reserved against default on convertible debt.

 

 
 

 

TABLE OF CONTENTS

 

Part I – Financial Information Page
     
Item 1. Financial Statements 3
     
  Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017 4
     
  Condensed Consolidated Statements of Operations (Unaudited) 5
     
  Condensed Consolidated Statements of Cash Flows (Unaudited) 6
     
  Notes to the Unaudited Condensed Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 3.  Quantitative and Qualitative Disclosures About Market Risk  22
     
Item 4. Controls and Procedures 22
     
Part II – Other Information  
     
Item 1.  Legal Proceedings  23
     
Item 1A.  Risk Factors  23
     
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  23
     
Item 3.   Defaults Upon Senior Securities  23
     
Item 4.  Mine Safety Disclosures  23
     
Item 5. Other Information 23
     
Item 6. Exhibits 24
     
  Signatures 25

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

The financial information set forth below with respect to our statements of operations for the three and nine month periods ended September 30, 2018 and 2017 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three and nine month periods ended September 30, 2018 are not necessarily indicative of results to be expected for any subsequent period.

 

 

 

 

 

 

PCT LTD

 

 

Financial Statements

 

September 30, 2018

 

(Unaudited)

 

  3  

 

PCT LTD

Condensed Consolidated Balance Sheets

 

   

SEPTEMBER 30,

2018

  DECEMBER 31, 2017
ASSETS     (Unaudited)          
CURRENT ASSETS                
Cash   $ 8,062     $ 7,838  
Accounts receivable, net     27,385       12,637  
Inventory     34,535       10,526  
Prepaid expenses     487,751       7,210  
Current portion of deposits     57,110       2,110  
Total current assets     614,843       40,321  
                 
FIXED ASSETS                
Property and Equipment, net     362,195       383,254  
                 
OTHER ASSETS                
Intangible assets, net     4,102,323       4,325,107  
Deposits, net of current portion     5,499       5,499  
Total other assets     4,107,822       4,330,606  
                 
TOTAL ASSETS   $ 5,084,860     $ 4,754,181  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
CURRENT LIABILITIES                
Accounts payable   $ 181,751     $ 134,613  
Accrued expenses – related party     34,958       8,656  
Accrued expenses     310,389       178,712  
Deferred revenue     25,000       —    
Current portion of notes payable     204,000       421,217  
Current portion of notes payable – related party     80,000       713,000  
Current portion of convertible notes payable, net     151,754       —    
Total current liabilities     987,852       1,456,198  
                 
LONG TERM LIABILITIES                
    Notes payable, net of current portion     248,247       —    
Notes payable – related party, net of current portion     730,577       —    
Convertibles notes payable, net of current portion     386,570       —    
TOTAL LIABILITIES     2,353,246       1,456,198  
 STOCKHOLDER’S EQUITY                
Preferred stock, $0.001 par value; 10,000,000 authorized; nil issued and outstanding at September 30, 2018 and December 31, 2017     —         —    
Common stock, $0.001 par value; 300,000,000 authorized; 44,459,238 and 41,179,238 issued and outstanding at September 30, 2018 and December 31, 2017, respectively     44,460       41,180  
Additional paid-in-capital     11,571,130       10,001,323  
Accumulated deficit     (8,883,976 )     (6,744,520 )
TOTAL STOCKHOLDERS’ EQUITY     2,731,614       3,297,983  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 5,084,860     $ 4,754,181  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.  

 

  4  

 

PCT LTD

Condensed Consolidated Statements of Operations

(Unaudited)

 

   

For the three months ended 

September 30,

 

For the nine months ended

September 30,

    2018   2017   2018   2017
REVENUES                
Product   $ 13,624     $ 58,123     $ 86,837     $ 80,352  
Licensing     8,000       —         8,000       —    
    Equipment leases     19,500       —         58,500       —    
Total Revenue     41,124       58,123       153,337       80,352  
                                 
OPERATING EXPENSES                                
General and administrative     827,168       389,376       1,885,962       1,346,955  
Research and development     —         32,490       —         102,402  
Cost of product, licensing and equipment     39,216       22,682       59,690       42,019  
Depreciation and amortization     84,070       92,457       250,928       205,881  
Total operating expenses     950,454       537,005       2,196,580       1,697,257  
                                 
Net loss before other expenses     (909,330 )     (478,882 )     (2,043,243 )     (1,616,905 )
                                 
OTHER INCOME (EXPENSES)                                
Gain on sale of equipment     16,185       —         16,185       —    
Interest expense     (46,950 )     (21,654 )     (112,398 )     (50,100 )
Total other expenses     (30,765 )     (21,654 )     (96,213 )     (50,100 )
                                 
Loss from operations before Income taxes     (940,095 )     (500,536 )     (2,139,456 )     (1,667,005 )
                                 
Income taxes     —         —         —         —    
                                 
NET LOSS   $ (940,095 )   $ (500,536 )   $ (2,139,456 )   $ (1,667,005 )
                                 
Basic and diluted net loss per share   $ (0.02 )   $ (0.01 )   $ (0.05 )   $ (0.04 )
                                 
Basic and diluted weighted average shares outstanding     44,448,368       39,981,485       43,184,183       39,041,968  

  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

  5  

 

PCT LTD

Condensed Consolidated Statements of Cash Flows

(Unaudited)

    For the nine months ended
September 30,
    2018   2017
Cash Flows from Operating Activities                
Net loss   $ (2,139,456 )   $ (1,667,005 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Depreciation and amortization     250,928       214,006  
Amortization of debt discount     30,518       10,906  
Common stock issued for services     903,946       —    
Stock-based compensation     —         415,964  
Gain on sale of equipment     (16,185 )     —    
Expenses paid on behalf of company     —         14,722  
Changes in operating assets and liabilities:                
Accounts receivable     (14,748 )     1,018  
Inventory     (24,009 )     (270,138 )
Prepaid expenses     (1,487 )     448  
Deposits     (55,000 )     28,570  
Accrued expenses related party     26,302       9,975  
Accounts payable and accrued liabilities     178,815       196,966  
Deferred revenue     25,000       —    
Net cash provided by (used in) operating activities     (835,376 )     (1,044,568 )
                 
Cash Flows from Investing Activities                
    Proceeds from sale of equipment     22,500       —    
Purchase of fixed assets (equipment)     (3,900 )     (2,709 )
Purchase of intangible assets     (9,500 )     (158,424 )
Net cash provided by (used in) investing activities     9,100       (161,133 )
                 
Cash Flows from Financing Activities                
Proceeds from notes payable – related parties     109,000       410,500  
Proceeds from notes payable     287,500       225,000  
Proceeds from convertible notes payable     350,000       —    
Repayment of notes payable     (20,000 )     (23,535 )
Repayment of notes payable – related parties     (15,000 )     (63,610 )
Proceeds from issuance of common stock     115,000       660,000  
Net cash provided by financing activities     826,500       1,208,355  
                 
Net change in cash     224       2,654  
Cash and cash equivalents at beginning of period     7,838       21,078  
Cash and cash equivalents at end of period   $ 8,062     $ 23,732  
                 
Supplemental Cash Flow Information                
Cash paid for interest   $ 20,060     $ 20,028  
Cash paid for Income taxes   $ —       $ —    
                 
Non-Cash Investing and Financing Activities                
Beneficial conversion feature   $ 75,087     $ —    
Extinguishment of notes payable   $ 250,000     $ —    
Common stock issued for intellectual property   $ —       $ 4,405,050  
Debt discount from issuance costs (original issuance discount)   $ 42,464     $ —    
Common stock issued for prepaid expenses   $ 1,383,000     $ —    

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

  6  

 

PCT LTD

Notes to the Unaudited

Condensed Consolidated Financial Statements

SEPTEMBER 30, 2018

 

NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The unaudited interim condensed consolidated financial statements of PCT LTD (“the Company”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheet, statements of operations, and cash flows for the periods presented. All such adjustments are of a normal recurring nature.  The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year.  

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2017 audited financial statements as reported in its Form 10-K, filed April 17, 2018.

Nature of Operations

PCT LTD (formerly Bingham Canyon Corporation), (the “Company,” “PCT Ltd,” or “Bingham”), a Delaware corporation, was formed on August 27, 1986. The Company changed its domicile to Nevada on August 26, 1999.

 

On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” “PCT Corp,” or PCT Corp., the wholly-owned operating subsidiary”) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to all of the shareholders of Paradigm in exchange for all 22,387,500 outstanding Paradigm common stock. In addition, the Company issued options exercisable into 2,040,000 shares of the Company’s common stock (with exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of 75% that the outstanding common shares were exchanged. As a result of this reverse recapitalization, PCT Corp, the operating company, is considered the accounting acquirer.

 

PCT Corp. is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd. to file with the Nevada Secretary of State to change its names to Paradigm Convergence Technologies Corp. PCT Corp. is a technology licensing, OEM and sales/leasing company specializing in environmentally-responsible solutions for global sustainability. PCT LTD, the public company and “parent” of PCT Corp. holds a United States Patent No. 9,679,170 B2 with a recently granted Canadian Allowance, as well as owning future and pending international patent(s) (response to examiners comments in process), intellectual property and/or distribution rights to innovative products and technologies. PCT Corp. provides innovative products and technologies for eliminating bacterial contamination in healthcare facilities, the agricultural market and in the oil & gas industry. PCT Corp.’s overall strategy is to design, assemble, market, sell and/or lease equipment, fluids and proprietary “certifications” of its products and technologies. PCT Corp., utilizes equipment leasing program (“System Service Agreements”), joint ventures, licensing, distributor agreements and partnerships.

Effective on March 23, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s direction and to develop the complimentary relationship and association with its wholly-owned operating company, PCT Corp.

Principles of Consolidations

The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and PCT Corp. All intercompany accounts have been eliminated upon consolidation.  

  7  

 

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.

 

Cash and Cash Equivalents

Cash and cash equivalents are considered to be cash and a highly liquid security with original maturities of three months or less. There was cash of $8,062 and $7,838 as of September 30, 2018 and December 31, 2017, respectively. There were no cash equivalents as of September 30, 2018 and December 31, 2017. 

Accounts Receivable

Accounts receivable are recorded at the time product is shipped or services are provided, including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. That Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the allowance for doubtful accounts was $12,000 at September 30, 2018 and December 31, 2017.

Inventory

Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value of our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, future pricing and market conditions. As of September 30, 2018 and December 31, 2017, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold to new customers. The Company has recorded a reserve allowance of $0 at September 30, 2018 and December 31, 2017.

Property and Equipment

Property and equipment are stated at purchased cost and depreciated utilizing a straight-line method over estimated useful lives ranging from 3 to 7 years after the asset has been placed in service. Upon selling equipment that had been under a lease agreement, the Company discontinues the depreciation on that piece of equipment, as it transfers ownership to another entity. Additions and major improvements that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any related gains or losses are recorded in the results of operations. Accumulated depreciation for period ending September 30, 2018 and December 31, 2017 were $65,369 and $46,725, respectively.

 

Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

 

  Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities.

 

  Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

 

  Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

 

The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017.

  8  

 

Valuation of Long-lived Assets

The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted cash flows. Under similar analysis no impairment was recorded as of September 30, 2018 and December 31, 2017. Impairment tests are conducted on an annual basis or when facts or circumstances indicate a carrying value in excess of fair value, additional impairment changes may be required. 

 

Intangible Assets

Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over estimated useful lives. The Company currently has the right to a U.S. patent (with international patents in process) and proprietary property technology. Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right, over their estimated useful lives, which range from 1 to 15 years. An impairment charge is recognized if the carrying amount is not recoverable and the carrying These assets are stated at cost, net of accumulated amortization. An impairment charge is recognized and the carrying amount exceeds the fair value of the intangible assets as determined by the projected discounted net future cash flows. The recorded impairment expense of nil for the periods ending September 30, 2018 and December 31, 2017. Accumulated amortization was $612,666 and $380,382 as of September 30, 2018 and December 31, 2017, respectively.

 

Research and Development

Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of the process is completed and the process has been determined to be commercially viable.

 

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customer (Topic 606) . The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principal is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

The Company has the following three revenue streams:

1) product sales (equipment and/or fluid solutions);
2) licensing (contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales); and
3) equipment leases (under systems service agreements, usually 3-year contracts for the provision of the Company’s equipment and service of such, under contract to customers, with renewable terms).

 

The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer.

 

The Company recognizes revenue from the leasing of equipment as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment. This revenue generating activity would meet the criteria for a performance obligation satisfied over time. As a result, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation.

 

The Company’s licenses provide a right to use and create performance obligations satisfied at a point in time. The Company recognizes revenue from licenses when the performance obligation is satisfied through the transfer of the license. For licenses that include royalties the Company will recognize royalty revenue as the underlying sales or usages occur, as long as this approach does not result in the acceleration of revenue ahead of the entity’s performance.

 

Reclassifications

Certain prior period amounts have been reclassified to disaggregate revenue into multiple categories to provide additional information regarding revenue to users.

 

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of September 30, 2018 there were outstanding common share equivalents (options and convertible notes payable) which amounted to 3,388,261 shares of common stock. These common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive.

 

Recent Accounting Pronouncements

The Company has reviewed all other FASB and ASU accounting pronouncements and interpretation thereof that have effective dates during the period reported and in future periods. The company has carefully considered the new pronouncement that alter the previous GAAP and does not believe than any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

 

  9  

 

NOTE 2. GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception of $8,883,976, and has negative cash flows from operations. As of September 30, 2018, the Company had working capital deficit of $373,009 . The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. The Company will require additional working capital from either cash flow from operations, from debt or equity financing, or from a combination of these sources. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 3. PROPERTY AND EQUIPMENT

 

Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which ranges from 3 to 7 years once placed into service. Depreciation expense does not begin until documentation or equipment placed in service is provided. Machinery and leased equipment is not intended to be sold to the customer at the end of the lease term. Depreciation expense was $18,644 and $12,390 for the nine months ended September 30, 2018 and 2017, respectively.

 

Property and Equipment consisted of the following as of September 30, 2018 and December 31, 2017:

 

    September 30, 2018   December 31, 2017
Machinery and leased equipment   $ 129,076     $ 129,076  
Machinery and equipment not yet in service     275,664       278,079  
Office equipment and furniture     20,064       20,064  
Website     2,760       2,760  
Total, property and equipment     427,564       429,979  
Less: Accumulated Depreciation     (65,369 )     (46,725 )
Property and Equipment, Net   $ 362,195     $ 383,254  

 

NOTE 4. INTANGIBLE ASSETS

 

Amortization is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets, which ranges from 1 to 15 years. Amortization expense was $232,284 and $201,616 for the nine months ended September 30, 2018 and 2017, respectively.

 

The components of intangible assets at September 30, 2018 and December 31, 2017 were as follows:

 

    September 30, 2018   December 31, 2017
Patents   $ 4,514,989     $ 4,505,489  
Technology rights     200,000       200,000  
Intangibles, at Cost     4,714,989       4,705,489  
Less Accumulated Amortization     (612,666 )     (380,382 )
Net Carrying Amount   $ 4,102,323     $ 4,325,107  

          

  10  

 

NOTE 5. Debt

 

The following table summarizes notes payable as of September 30, 2018 and December 31, 2017:

 

Type Amount

Origination

Date

Maturity

Date

Annual

Interest

Rate

Balance at

30-Sep-18

 

Balance at

31-Dec-17

Note Payable (c)   $ 150,000     5/18/2016   6/1/2019     13.00 %   $ 150,000     $ 150,000  
Note Payable (f) *   $ 50,000     10/18/2016   8/18/2017     5.00 %   $ —       $ 50,000  
Note Payable (f) *   $ 25,000     4/12/2017   10/12/2017     5.00 %   $ —       $ 25,000  
Note Payable (b)   $ 25,000     5/8/2017   6/30/2018     0.00 %   $ 27,500     $ 25,000  
Note Payable (f) *   $ 25,000     7/25/2017   9/25/2017     5.00 %   $ —       $ 25,000  
Note Payable (e)   $ 50,000     9/1/2017   12/31/2017     8.00 %   $ —       $ 50,000  
Note Payable (e)   $ 25,000     9/27/2017   12/31/2017     8.00 %   $ —       $ 25,000  
Note Payable (e)   $ 37,500     10/11/2017   10/11/2018     8.00 %   $ —       $ 37,500  
Note Payable (f) *   $ 20,000     10/24/2017   4/24/2018     5.00 %   $ —       $ 20,000  
Note Payable **   $ 56,000     12/1/2017   1/10/2018     8.00 %   $ —       $ 20,000  
Note Payable (a)   $ 150,000     1/5/2018   4/3/2018     8.00 %   $ —       $ —    
Note Payable (e)   $ 12,500     2/16/2018   4/15/2018     8.00 %   $ —       $ —    
Note Payable (a)   $ 250,000     2/27/2018   4/30/2018     8.00 %   $ —       $ —    
Note Payable (e)   $ 130,000     6/20/2018   1/2/2020     8.00 %   $ 130,000     $ —    
Note Payable (f) *   $ 126,964     6/20/2018   1/2/2020     6.00 %   $ 126,964     $ —    
Note Payable (d)   $ 26,500     6/26/2018   7/31/2018     10.00 %   $ 26,500     $ —    
Subtotal                           $ 460,964     $ 427,500  
Debt Discount                           $ (8,717 )   $ (6,283 )
Balance, net                           $ 452,247     $ 421,217  
Less current portion                           $ (204,000 )   $ (421,217 )
Total long-term                           $ 248,247     $ —    
                                         
*  Indicates a re-classification from a related party to a non-related party note, as of January 1, 2018
** Paid off during the period

 

(a) On January 5, 2018, the Company entered into a promissory note with an unrelated party for $150,000. The note is due April 3, 2018, is unsecured and bears an interest rate of 8.0% per annum. Effective February 27, 2018 the Company extinguished its January 5, 2018 promissory note of $150,000 with an unrelated party and consolidated this amount into a new promissory note for $250,000 (an additional $100,000 received). The note is due on April 30, 2018, is unsecured and bears an interest rate of 8.0% per annum. On March 28, 2018 the Company extinguished its February 27, 2018 promissory note of $250,000 with an unrelated party and consolidated this amount into a convertible note for $450,000 (receiving $100,000 in the first quarter of 2018 and the remaining $100,000 in the second quarter of 2018). See under convertible notes table below for additional details of the convertible note.

 

(b) On May 29, 2018, the Company entered into a Guarantee Agreement with a non-related party. The Company owed an unrelated party $27,500 that was due on October 10, 2017. In consideration for increasing the principal amount of the loan to $30,000 and a personal guarantee by the Company’s CEO, the lender agreed to extend the maturity date of the loan to June 30, 2018. The Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors, and ASC 470-50 Modification and Extinguishment. The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditors have not granted a concession the guidance contained in ASC 470-60 does not apply. As the original and new debt instruments are not considered substantially different, extinguishment accounting does not apply, and the Company accounted for the revised note as a debt modification. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity.

 

(c) On June 1, 2018, the Company signed an agreement to extend its $150,000 note dated May 18, 2016 for one year, for a total extension fee of $7,500 ($6,000 broker fee and $1,500 lender fee). The Company paid one-half of the total fee ($3,750), recorded as interest expense. The remainder of the extension fee, ($3,750), is past due and upon payment to the non-related note-holder, the loan shall be extended through June 1, 2019. The terms of the note remain the same, with interest set at 13.0%.

 

(d) On June 26, 2018, the Company entered into a promissory note with an unrelated party for $26,500. The note is due July 31, 2018, is unsecured and bears an interest rate of 10% per annum. Payment of the note and interest are past due as of September 30, 2018 and the Company has temporarily granted the lender permission to waive the lender’s obligation as a royalty-paying licensee of $1,500 per month in minimum fluid solution payments until the Company is able to satisfy the terms of this note.

 

  11  

 

(e) On June 20, 2018, the Company had the following notes, to a non-related party, outstanding:
$50,000 issued September 1, 2017
$25,000 issued September 27, 2017
$37,500 issued October 11, 2017
$12,500 issued February 16, 2018

On June 20, 2018, the Company issued a new note that consolidated into one the notes above as well as any outstanding interest owed. The new note has a principal of $130,000, bears interest at 8% per annum and is due on January 2, 2020. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors , and ASC 470-50 Modification and Extinguishment .

 

The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty. The Company then determined that a concession was granted. As the creditors have granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity.

 

(e) On June 20, 2018, the Company had the following notes, to a non-related party, outstanding:
$50,000 issued October 18, 2016
$25,000 issued April 12, 2017
$25,000 Issued July 25, 2017
$20,000 issued October 24, 2017

On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $126,964, bears interest at 6% per annum. The Company must repay $66,964 of the note on August 31, 2018, and the remaining $60,000 on January 2, 2020. If the Company fails to make the $66,664 on August 31, 2018 the entire amount owed under the original notes becomes due immediately. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors, and ASC 470-50 Modification and Extinguishment.

The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty as there is significant doubt that the Company is a going concern and that there is no assurance that the Company will have sufficient cash flows to service the debt through its maturity. The Company then proceeded to assess whether the creditors granted a concession. The Company determined that a concession was granted as the effective borrowing rate on the restructured debt is lower than the effective borrowing rate of the old debt. As the creditors have granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity.

At September 30, 2018, the Company has not repaid the $66,964 due on August 31, 2018; hence making $66,964 and $60,000, and interest, due immediately.

 

  12  

 

The following table summarizes notes payable, related parties as of September 30, 2018 and December 31, 2017:

 

Type Amount

Origination

Date

Maturity

Date

Annual

Interest

Rate

Balance at

30-Sep-18

 

Balance at

31-Dec-17

Note Payable, RP (j)   $ 25,000     4/27/2017   4/27/2018     3.00 %   $ —       $ 17,500  
Note Payable, RP (k)   $ 15,000     5/15/2017   5/15/2018     5.00 %   $ —       $ 15,000  
Note Payable, RP (j)   $ 10,000     6/12/2017   6/12/2018     3.00 %   $ —       $ 10,000  
Note Payable, RP (j)   $ 5,500     7/3/2017   6/30/2018     3.00 %   $ —       $ 5,500  
Note Payable, RP  **   $ 2,000     7/5/2017   6/30/2018     3.00 %   $ —       $ 2,000  
Note Payable, RP  **   $ 3,000     7/6/2017   6/30/2018     3.00 %   $ —       $ 3,000  
Note Payable, RP  **   $ 2,500     7/10/2017   6/30/2018     3.00 %   $ —       $ 2,500  
Note Payable, RP  **   $ 2,500     7/12/2017   6/30/2018     3.00 %   $ —       $ 2,500  
Note Payable, RP (j)   $ 25,000     7/13/2017   6/30/2018     3.00 %   $ —       $ 25,000  
Note Payable, RP (j)   $ 5,000     8/14/2017   6/30/2018     3.00 %   $ —       $ 5,000  
Note Payable, RP (i) *   $ 275,000     9/27/2017   10/1/2018     7.50 %   $ —       $ 275,000  
Note Payable, RP (j)   $ 250,000     11/15/2017   12/15/2018     1.00 %   $ —       $ 250,000  
Note Payable, RP (i)   $ 100,000     11/15/2017   10/1/2018     7.50 %   $ —       $ 100,000  
Note Payable, RP (g)   $ 30,000     4/10/2018   1/15/2019     3.00 %   $ 30,000     $ —    
Note Payable, RP (h) (j)   $ 24,000     5/31/2018   6/30/2019     3.00 %   $ —       $ —    
Note Payable, RP (i) *   $ 380,000     6/20/2018   1/2/2020     8.00 %   $ 380,000     $ —    
Note Payable, RP (j)   $ 350,000     6/20/2018   1/2/2020     5.00 %   $ 350,000     $ —    
Note Payable, RP (k)   $ 17,000     6/20/2018   1/2/2020     5.00 %   $ 17,000     $ —    
Note Payable, RP (l)   $ 5,000     7/13/2018   6/30/2019     3.00 %   $ —       $ —    
Note Payable, RP (m)   $ 50,000     7/27/2018   11/30/2018     8.00 %   $ 50,000     $ —    
Subtotal                           $ 827,000     $ 713,000  
Debt Discount                           $ (16,423 )   $ —    
Balance, net                           $ 810,577     $ 713,000  
Less current portion                           $ (80,000 )   $ (713,000 )
Total long-term                           $ 730,577     $ —    
* Indicates a note that is collateralized by a patent (Note 4)
** Paid off during the period

 

 

(g) On April 10, 2018 the Company entered into a promiss ory note with an entity owned by the CEO of the Company for $30,000. The note is due January 15, 2019, is unsecured and bears an interest rate of 3.0% per annum.

 

(h) On May 31, 2018 the Company entered into a promissory note with the Chairman and CEO of the Company for $24,000. The note is due June 30, 2019, is unsecured and bears an interest rate of 3.0% per annum

 

(i) On June 20, 2018, the Company had the following notes to an employee and Director of the Company outstanding:
$275,000 issued September 27, 2017
$100,000 issued November 15, 2017

On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $380,000, bears interest at 8% per annum and is due on January 2, 2020. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors, and ASC 470-50 Modification and Extinguishment.

The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty and that a concession was granted. As the creditor granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity.

  13  

 

(j) On June 20, 2018, the Company had the following notes to the Chairman and CEO of the Company outstanding:
$17,500 issued April 27, 2017
$10,000 issued June 12, 2017
$5,500 Issued July 3, 2017
$25,000 issued July 13, 2017
$5,000 issued August 14, 2017
$250,000 issued November 15, 2017
$24,000 issued May 31, 2018

On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $350,000, bears interest at 5% per annum and is due on January 2, 2020. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment.

The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt.

(k) On June 20, 2018, the Company had a $15,000 note to the CEO of the Company’s spouse outstanding. On June 20, 2018, the Company issued a new note that consolidated the note above as well as any outstanding interest owed. The new note has a principal of $17,000, bears interest at 5% per annum and is due on January 2, 2020. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment.

The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt.

(l) On July 13, 2018 the Company entered into a promissory note with the Chairman and CEO of the Company for $5,000. The note is due June 30, 2019, is unsecured and bears an interest rate of 3.0% per annum. This note was repaid during the period ended September 30, 2018

(m) On July 27, 2018, the Company entered into a short-term promissory note with an employee and Director of the Company, for $50,000 to be used in operations. The note is unsecured, incorporates the purchase of a piece of SurvivaLyte® equipment at cost and grants a three-year (from installation of equipment), non-exclusive US EPA sub-registration for markets (with specific exceptions) in a specific geographical location with a per gallon royalty feature as added benefits, is due on November 15, 2018, and bears an interest rate of 8% per annum. The Note Payable agreement was extended through November 30, 2018 on November 19, 2018, the additional benefit section of the note was removed, the equipment was never transferred to the Officer and Director, the equipment was never installed, and no related sales occurred nor related royalties were earned by the Company, through September 30, 2018 and through the date of this filing.

 

  14  

 

The following table summarizes convertible notes payable as of September 30, 2018 and December 31, 2017:

 

Type Amount

Origination

Date

Maturity

Date

Annual

Interest

Rate

Balance at

30-Jun-18

 

Balance at

31-Dec-17

Convertible Note Payable (n)   $ 450,000     3/28/2018   3/31/2021     8.00 %   $ 450,000     $ —    
Convertible Note Payable (o)   $ 68,000     6/5/2018   6/5/2019     12.00 %   $ 68,000     $ —    
Convertible Note Payable (p)   $ 38,000     7/25/2018   7/25/2019     12.00 %   $ 38,000     $ —    
Convertible Note Payable (q)   $ 53,000     8/27/2018   8/27/2019     12.00 %   $ 53,000     $ —    
Subtotal                           $ 609,000     $ —    
Debt Discount                           $ (70,676 )   $ —    
Balance, net                           $ 538,324     $ —    
Less current portion                           $ (151,754 )   $ —    
Total long-term                           $ 386,570     $ —    
                                         

 

(n) On March 28, 2018 the Company extinguished its February 27, 2018 promissory note of $250,000 with an unrelated party and consolidated this amount into a convertible note for $450,000 (receiving $100,000 in the first quarter of 2018 and the remaining $100,000 in the second quarter of 2018). The note is due on March 31, 2021 and is convertible into common stock at a conversion price of $0.4285 and bears interest of 8.0% per annum. This note also contains an anti-dilution clause, which becomes effective in the event the Company 60,000,000 issued shares of its stock. Due to the fact that the trading price of the Company’s common stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $78,087 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of September 30, 2018, interest expense of $11,658 was recorded as part of the amortization of the beneficial conversion feature of this note. As of September 30, 2018, the note had a principal balance of $450,000.

 

(o) On June 5, 2018, the Company entered into a convertible promissory with an unrelated party for $68,000. The note is due on June 5, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,592,506 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging. As the note isn’t convertible until 180 days following issuance, no derivative liability was recognized as of September 30, 2018.

 

(p) On July 25, 2018, the Company entered into a convertible promissory with an unrelated party for $38,000. The note is due on July 25, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,038,251 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging. As the note isn’t convertible until 180 days following issuance, no derivative liability was recognized as of September 30, 2018.

 

(q) On August 27, 2018, the Company entered into a convertible promissory with an unrelated party for $53,000. The note is due on August 27, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,408,950 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging. As the note isn’t convertible until 180 days following issuance, no derivative liability was recognized as of September 30, 2018.

 

  15  

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 5 and 7.

 

NOTE 7. STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

Effective March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of September 30, 2018 there were -0- shares of preferred stock issued.

 

Common Stock

 

Effective March 23, 2018, the Company amended the articles of incorporation and increased the authorized shares of common stock with a par value of $0.001 per share from 100,000,000 to 300,000,000. As of September 30, 2018 and December 31, 2017 there were 44,459,238 and 41,179,238 shares of common stock issued respectively.

 

On January 2, 2018, the Company sold 110,000 shares of common stock for $55,000.

 

On March 15, 2018, the Company entered into a 12-month service agreement, expiring on March 15, 2019, for strategic planning, financing, capital formation, up-listing and expansion of the Company’s shareholder base. Per the terms of the agreement, the consulting company received a non-refundable $5,000 initial fee, will receive $2,500 per month beginning in April 2018, and was issued 2,000,000 fully vested non-forfeitable shares of restricted common stock, valued at $1,000,000 ($0.50 per shares). The 2,000,000 common shares of the Company’s stock were issued on June 12, 2018. As of September 30, 2018 the Company recorded the fair value of the common shares of $1,000,000 in common stock and additional paid in capital and has recorded $545,205 for the consulting expense related to the portion of the 12-month service agreement that has been completed.

 

On April 10, 2018 the Company issued 120,000 shares of common stock at $0.50 per share to an employee and Director of the Company for cash proceeds of $60,000.

 

On June 12, 2018, the Company entered into a 6-month service agreement, expiring on December 12, 2018, for business development and the development of financial reports. Per the terms of the agreement, the consulting company was issued 50,000 shares of restricted stock on June 29, 2018. As of September 30, 2018 the Company recorded the fair value of the common shares of $28,000 in common stock and additional paid in capital and has recorded $16,831 for the consulting expense related to the portion of the 12-month service agreement that has been completed.

 

On October 2, 2018 the Company’s Board of Directors authorized the issuance of 1,000,000 restricted shares of common stock to Life Sciences Journeys, Inc., for six months of services outlined in the July 2, 2018 services agreement. The 1,000,000 restricted shares of common stock were issued to Life Sciences Journeys, Inc. on October 9, 2018. The Company has placed a stop transfer order on the shares, has disputed the services of Life Sciences Journeys and is currently in negotiation to cancel the shares. As of September 30, 2018 the Company recorded the fair value of the common shares of $355,000 in common stock and additional paid in capital and has recorded $355,000 for the consulting services.

 

Stock Options

 

Below is a table summarizing the options issued and outstanding as of September 30, 2018:

 

Date   Number   Number   Exercise   Weighted Average Remaining Contractual   Expiration  

Intrinsic

Value

September 30,

Issued   Outstanding   Exercisable   Price $   Life (Years)   Date   2018
  05/21/2014       1,875,000       1,875,000       0.13       0.64       05/20/2019     $ 553,125  
  01/01/2016       90,000       90,000       0.33       1.25       12/31/2019       8,550  
  01/01/2016       75,000       75,000       0.33       1.25       12/31/2019       7,125  
  09/15/2016       10,000       10,000       1.00       1.25       12/31/2019       —    
  10/01/2016       7,500       7,500       1.00       1.25       12/31/2019       —    
  01/01/2017       30,000       30,000       2.00       0.25       01/01/2019       —    
  01/26/2017       200,000       200,000       2.00       3.33       01/26/2022       —    
          2,287,500       2,287,500                             $ 568,800  

 

The weighted average exercise prices is $0.34 for the options outstanding and exercisable.

 

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

On November 21, 2016, the Company signed a lease for approximately 12,000 square feet of office, research & development, warehouse, and production space in Little River, South Carolina. The lease was effective December 1, 2016 at a rate of $4,800 per month for a period of three years. The Company has an option to extend the lease for two periods of three years each. The option to extend the first three-year period is at a rate of $5,100 per month. The option to extend the second three-year period is at a rate of $5,400 per month.

 

NOTE 9. SUBSEQUENT EVENTS

 

On October 9, 2018 the Company entered into a promissory note with a then employee and Director of the Company, for $5,000. The note is to be re-paid as soon as possible, is considered a short-term note, is unsecured and bears an interest rate of 0.0% per annum.

 

On October 19, 2018 the Company entered into another promissory note with a then employee and Director of the Company, for $5,000. The note is to be re-paid as soon as possible, is considered a short-term note, is unsecured and bears an interest rate of 0.0% per annum.

 

On October 23, 2018 the Company entered into a promissory note with the then CEO and Chairman of the Company, for $2,000. The note is to be re-paid as soon as possible, is considered a short-term note, is unsecured and bears an interest rate of 0.0% per annum. Subsequently, the $2,000 note was paid in full on October 31, 2018, leaving a remaining balance of $0 owed by the Company.

 

On October 24, 2018 the Company entered into a promissory note with the then CEO and Chairman of the Company, for $3,000. The note is to be re-paid as soon as possible, is considered a short-term note, is unsecured and bears an interest rate of 0.0% per annum.

 

On October 30, 2018 the Company entered into a promissory note with an unrelated party, for $60,000. The note is due on December 30, 2018, is considered a short-term note, is unsecured and bears an interest rate of 8.0% per annum.

 

On November 8, 2018 the Company’s Board of Directors accepted the resignation of Gary Grieco as the Company’s CEO and appointed F. Jody Read as its CEO. Gary Grieco remains as the Chairman of the Board of Directors and the Corporation’s President. F. Jody Read now fulfills the roles of CEO and COO of the Company and remains a Director.

 

On November 15, 2018 the Company entered into a promissory note with an unrelated party, for $8,700. The note is due on June 30, 2019, is considered a short-term note, is unsecured and bears an interest rate of 10.0% per annum.

 

  16  

 

 

FORWARD LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K, Current Reports on Form 8-K and other reports we file under the Exchange Act.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

our ability to efficiently manage and repay our debt obligations;
our inability to raise additional financing for working capital;
our ability to generate sufficient revenue in our targeted markets to support operations;
significant dilution resulting from our financing activities;
actions and initiatives taken by both current and potential competitors;
supply chain disruptions for components used in our products;
manufacturers inability to deliver components or products on time;
our ability to diversify our operations;
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
deterioration in general or global economic, market and political conditions;
inability to efficiently manage our operations;
inability to achieve future operating results;
the unavailability of funds for capital expenditures;
our ability to recruit, hire and retain key employees;
the inability of management to effectively implement our strategies and business plans; and
the other risks and uncertainties detailed in this report. 

 

In this Form 10-Q references to “PCT LTD, “Bingham Canyon,” “Bingham,” “the Company,” “we,” “us,” “our” and similar terms refer to PCT LTD (formerly Bingham Canyon Corporation) and its wholly owned operating subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm,” “PCT Corp.”).

   

  17  

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview

 

On August 31, 2016, PCT LTD entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Paradigm Convergence Technologies Corporation, a Nevada corporation (“Paradigm”). Pursuant to the terms of the Exchange Agreement, Paradigm became the wholly-owned subsidiary of PCT LTD after the exchange transaction. PCT LTD is a holding company, which through Paradigm is engaged in the business of marketing new products and technologies through licensing and joint ventures.

 

PCT LTD had not recorded revenues for the two fiscal years prior to its acquisition of Paradigm and was dependent upon financing to continue basic operations. Paradigm has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations. The Company recorded a net loss of $940,095 for the three months ended September 30, 2018 and $2,139,456 for the nine months ended September 30, 2018 and accumulated losses of $8,883,976 from inception through September 30, 2018.

 

PCT LTD remains dependent upon additional financing to continue operations. The Company intends to raise additional financing through private placements of its common stock and note payable issuances. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs, as discussed below, and the available exemptions to the registration requirements of the Securities Act of 1933. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.

  

The expected costs for the next twelve months include:

 

  continuation of commercial launch of non-toxic sanitizing, disinfecting and sterilizing products and technologies with a strong emphasis on health care facilities, including hospitals, nursing homes, assisted living facilities, clinics and medical, dental and veterinarian offices;

 

  continued research and development on product generation units including those designed for on-site deployment at customers’ facilities;

 

  accelerated research and development and initial commercialization on applications of the products in the agricultural sector, most specifically with respect to abatement of a specific crop disease crisis caused by a bacterium in the U.S. and elsewhere;

 

  acquiring available complementary and continuations of technology rights (patents);

 

  payment of short-term debt;

 

  hiring of additional personnel in 2018; and

 

  general and administrative operating costs.

 

Management projects these costs to total approximately $2,500,000. To minimize these costs, the Company intends to maintain its practice of controlling operating overheads with efficient facilities commitments, generally below market salaries and consulting fees, and rigorous prioritization of expenditure requirements. Based on its understanding of the commercial readiness of its products and technologies, the capabilities of its personnel (current and being hired), established business relationships and the general market conditions, management believes that the Company expects to be at or close to profitability by the end of the second quarter of 2019.

 

  18  

 

Liquidity and Capital Resources

 

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our products to market and generate substantial revenues, which may take the next full year to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.

 

SUMMARY OF BALANCE SHEET   September 30,
2018
  December 31,
2017
Cash and cash equivalents   $ 8,062     $ 7,838  
Total current assets     614,843       40,321  
Total assets     5,084,860       4,754,181  
Total liabilities     2,353,246       1,456,198  
Accumulated deficit     (8,883,976 )     (6,744,520 )
Total stockholders’ equity   $ 2,731,614     $ 3,297,983  

 

At September 30, 2018, the Company recorded a net loss of $2,139,456 and working capital deficit of $373,009. We have recorded a relatively small amount of revenues from operations since inception and we have not established an ongoing source of revenue sufficient to cover our operating costs. During the years ended 2018 and 2017 we have primarily relied upon advances and loans from stockholders and third parties to fund our operations. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. We had $8,062 in cash at September 30, 2018, compared to $7,838 in cash at December 31, 2017. We had total liabilities of $2,353,246 at September 30, 2018 compared to $1,456,198 at December 31, 2017.

 

Our current cash flow is not sufficient to meet our monthly expenses of approximately $210,000 and to fund future research and development. We intend to rely on additional debt financing, loans from existing stockholders and private placements of common stock for additional funding in addition to the increasing our recognized revenue from the leasing and/or sale of products; however, there is no assurance that additional funding will be available. We do not have material commitments for future capital expenditures. However, we cannot assure you that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue to be available, and if available, that they will be on favorable terms.

  

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.

   

Commitments and Obligations

 

At September 30, 2018 the Company recorded notes payable and convertible notes payable totaling approximately $1,801,148 (net of debt discount) compared to notes payable totaling $1,134,217 (net of debt discount) at December 31, 2017. These notes payable represent cash advances received and expenses paid from third parties and related parties. All of the notes payable carry interest from 0% to 13% and are due ranging from on demand to March 21, 2021.

 

The Company headquarters and operations is located in Little River, South Carolina. The South Carolina lease amounts to $4,800 per month, expires on November 30, 2019 and includes an option to renew for two additional three-year periods. Currently, the Company is 4 months in arrears in paying rent on this facility.

 

  19  

 

Results of Operations

 

SUMMARY OF OPERATIONS   Three-month period ended
September 30,
    (Unaudited)
    2018   2017
Revenues   $ 41,124     $ 58,123  
                 
Total operating expenses   $ 950,454     $ 537,005  
Total other expense   $ (30,765 )   $ (21,654 )
Net loss   $ (940,095 )   $ (500,536 )
Basic and diluted loss per share   $ (0.02 )   $ (0.01 )

 

Revenues decreased to $41,124 for the three months ended September 30, 2018 (the “2018 third quarter”) compared to $58,123 for the three months ended September 30, 2017 (the “2017 third quarter”). The revenue decrease for the period was due to the lack of an outright sale of large-volume equipment during the 2018 third quarter, in comparison to the outright sale of a large-volume piece of equipment during the third quarter of 2017. The lack of a one-time sale of equipment during the third quarter of 2018 was somewhat offset by an increase in steady revenue from fluid sales (including monthly minimum royalties), parts sales, license fees and the additional revenue from recurring leased-equipment income.

 

Total operating expenses increased to $950,454 during the 2018 third quarter compared to $537,005 during the 2017 third quarter. The increase during the third quarter of 2018 was primarily due to an increase in personnel, salaries and stock-based compensation, an increase in audit fees, accounting and commercial market development as well as purchases of components and other increased operating necessities. The cost of product during this period decreased due to the significantly less expense associated with producing fluids for sale and/or royalties from the sale of fluids in comparison to the production of equipment.

 

General and administrative expenses increased to $827,168 for the 2018 third quarter compared to $389,376 during the 2017 third quarter. The increase during the third quarter of 2018 was primarily due to an increase in personnel, salaries and stock-based compensation, insurance, and other overhead expense.

 

Research and development expenses decreased to $nil for the 2018 third quarter compared to $32,490 during the 2017 third quarter. The decrease in research and development expense during the third quarter of 2018 was primarily due to the Company having reached its primary standard goals for developing most of its equipment product lines for its markets in the prior periods.

 

Depreciation and amortization expenses decreased to $84,070 during the 2018 third quarter compared to $92,457 during the 2017 third quarter. The decrease was primarily due to a slight decrease in the value of certain intangible assets and the amortization associated with the decrease.

 

Total interest expenses increased to $46,950 during the 2018 third quarter compared to $21,654 during the 2017 third quarter. Total interest expense increased during the 2018 third quarter due to a greater number and value of loans in effect during the period.

 

As a result of the changes described above, net loss from operations after income taxes increased to $940,095 during the 2018 third quarter compared to $500,536 during the 2017 third quarter.

 

SUMMARY OF OPERATIONS   Nine-month period ended
September 30,
    (Unaudited)
    2018   2017
Revenues   $ 153,337     $ 80,352  
                 
Total operating expenses   $ 2,196,580     $ 1,697,257  
Total other expense   $ (96,213 )   $ (50,100 )
Net loss   $ (2,139,456 )   $ (1,167,005 )
Basic and diluted loss per share   $ (0.05 )   $ (0.04 )

 

Revenues increased to $153,337 for the nine months ended September 30, 2018 compared to $80,352 for the nine months ended September 30, 2017. The revenue increase for the period was due to the increase in steady revenue from fluid sales (including monthly minimum royalties), parts sales, license fees and the additional revenue from leasing equipment under contract and the recurring leased-equipment income.

 

Total operating expenses increased to $2,196,580 during the nine months ended September 30, 2018 compared to $1,697,257 during the nine month period ended September 30, 2017. The increase for the period was primarily due to an increase in personnel, salaries and stock-based compensation, an increase in audit fees, accounting and commercial market development as well as purchases of components and other increased operating necessities. The cost of product during this period decreased due to the significantly less expense associated with producing fluids for sale and/or royalties from the sale of fluids in comparison to the production of equipment.

 

General and administrative expenses increased to $1,885,962 during the nine months ended September 30, 2018 compared to $1,346,955 during the nine month period ended September 30, 2017. The increase during the period was primarily due to an increase in personnel, salaries and stock-based compensation, insurance, and other overhead expense.

 

  20  

 

Research and development expenses decreased to $nil for the nine months ended September 30, 2018 compared to $102,402 during the nine month period ended September 30, 2017. The decrease in research and development expense during the period was primarily due to the Company having reached its base goals for developing most of its equipment and technologies in the prior periods.

 

Depreciation and amortization expenses increased to $250,928 during the nine month period ended September 30, 2018 compared to $205,881 during the nine month period ended September 30, 2017. The increase was primarily due to having more equipment depreciating and higher amortization expenses.

 

Total interest expenses increased to $112,398 during the nine month period ended September 30, 2018 compared to $50,100 during the nine month period ended September 30, 2017. Total interest expense increased during the 2018 second quarter due to a greater number and value of loans in effect during the period.

 

As a result of the changes described above, net loss from operations after income taxes increased to $2,139,456 during the nine month period ended September 30, 2018 compared to $1,667,005 during the nine month period ended September 30, 2017.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

Critical Accounting Policies

 

Emerging Growth Company - We qualify as an “emerging growth company” under the recently enacted Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

 

  Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

  Submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency”

 

  Obtain stockholder approval of any golden parachute payments not previously approved; and

 

  Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the fifth anniversary of our first sale of common equity pursuant to an effective registration statement; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed third fiscal quarter; or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

Recent Accounting Developments

 

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous GAAP and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

 

We have continued to refine our 5-step qualifying approach to FASB ASC Topic 606 “Revenue Recognition of Contracts” and will continue to monitor progress in determining correct reported revenues.

 

  21  

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who served as our principal executive officer and principal financial officer through the end of the period, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our President as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our President concluded that as of September 30, 2018, our disclosure controls and procedures were not effective.  

 

Notwithstanding this finding of ineffective disclosure controls and procedures, we concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

 

Changes in Internal Control Over Financial Reporting

 

Our management is responsible to establish and maintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:

 

  • maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
  • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
  • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

For the period ended September 30, 2018, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, our President has determined that our internal control over financial reporting for period ended September 30, 2018 and the year ended December 31, 2017, was not effective.

 

The material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses.

 

Our management determined that there were no changes made in our internal controls over financial reporting during the third quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Internal control systems, no matter how well designed and operated, have inherent limitations.  Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented.  Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 

  22  

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We may become involved in various routine legal proceedings incidental to our business. To our knowledge as of the date of this Report, there are no material pending legal proceedings to which we are a party or to which any of our property is subject.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. However, we detailed significant business risks in Item 1A to our Form 10-K for the year ended December 31, 2017.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The disclosure set forth below under Item 5 (Other Information) pertaining to the Power Up Notes and Power Up Agreements is incorporated by reference into this Item 2. The Power Up Notes described in Item 5 below were issued in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Power UP Agreements executed in connection therewith contains representations to support our reasonable belief that Power Up had access to information concerning our operations and financial condition, is acquiring the securities for its own account and not with a view to the distribution thereof, and is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. At the time of their issuance, the Power Up Notes and any shares of common stock issued upon conversion thereof will be deemed to be restricted securities for purposes of the Securities Act and the certificates representing the securities shall bear legends to that effect. We have initially reserved 4,039,707 shares of common stock for issuance under the terms of the Power Up Notes.

 

On July 2, 2018, the Company entered into a 1-year services agreement which called for the issuance of 1,000,000 shares of restricted common stock. As of September 30, 2018, the Company had not issued the 1,000,000 shares common stock. The 1,000,000 restricted shares of common stock were issued on October 9, 2018.

 

All of the above-described issuances/grants were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the quarter ended September 30, 2018.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

We have entered into a number of promissory notes, three of which are in default as of September 30, 2018, or went into default before the filing of this Quarterly Report (See Note 6 to the financial statements).

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Resignation and Appointment of Executive Officer

 

Effective November 8, 2018, Gary Grieco gave notice of his resignation, effective immediately. Mr. Grieco continues to serve as our president and chairman. We are not aware of any disagreements Mr. Grieco may have with us on any matter relating to our operations, policies or practices.

 

Effective November 8, 2018, upon acceptance of Mr. Grieco’s resignation, we appointed Francis J. Read, our current Chief Operating Officer and a director, as our new Chief Executive Officer.

 

Francis J. Read – is a director of the Company. In 2017, Mr. Read became the Chief Operations Officer for Paradigm Convergence Technologies Corp., the Company’s wholly-owned operating subsidiary. In 1998, Mr. Read founded and since 2016 has served as the CEO of CSA Service Solutions, a $44m million field support company specializing in providing support solutions for large equipment manufacturers. CSA has over 350 employees nationwide with over 270 engineers operating in the Healthcare, Clinical Education, Life Sciences, Security, and Power Industries. Mr. Read holds a MBA from Tulane University and a BS, electronic Engineering from DeVry Institute of Technology.

 

Power Up Notes

 

On June 5, 2018, July 25, 2018 and August 27, 2018 (each a “Closing Date”), we completed the sale of three Convertible Promissory Notes (the “Power Up Notes”) in the principal amounts of $68,000, $38,000 and $53,000, respectively, with interest rates of 12% per annum pursuant to the terms of three Securities Purchase Agreements between Power Up Lending Group Ltd. (“Power Up”), a Virginia corporation, and us (the “Power Up Agreements”).  The Power Up Notes mature on June 5, 2019, July 25, 2019, and August 27, 2019 respectively (the “Maturity Dates”). We reimbursed Power Up $7,500 for its legal fees and paid Power Up a $1,500 due diligence fee, resulting in net proceeds to us from the Power Up Notes of $65,000, $35,000, and $50,000 respectively.

 

The Power Up Notes may be prepaid in whole or in part, at any time during the period beginning on each Closing Date and ending on the date which is 180 days following the issue date, beginning at 112% of the outstanding principal and accrued interest increasing by 5% for every 30 day period thereafter until the 180 th day following the Closing Date. After the expiration of the 180 days following the Closing Date, we may not prepay the Note for any reason.

 

At any time after 180 days after the date the Power Up Notes are issued, the Power Up Notes are convertible into our common stock, at Power Up’s option, at a 39% discount to the market price, which is defined as 61% of the average of the lowest three (3) closing bid prices for the our common stock during the fifteen (15) trading days prior to the conversion date.  The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends, and similar corporate events. Further, if we fail to deliver shares to Power Up upon conversion through willful or deliberate hindrance on our part we shall pay to Power Up $2,000 in cash per day as liquidated damages or, at Power Up’s option, such amount being added to the principal amount of the Power Up Notes.

 

Power Up has agreed to restrict its ability to convert the Power Up Notes and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.  The Power Up Notes are a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of us.  The Power Up Notes also provide for penalties and rescission rights if we do not deliver shares of common stock upon conversion within the required timeframes set forth in the Power Up Agreements. We must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the Power Up Notes, with an initial reserved share amount of 1,592,506, 1,038,251, and 1,408,950 shares, respectively.

 

The Power Up Notes contain default events which, if triggered and not timely cured (if curable), will result in a default payment equal to 150% the amount owed to Power Up and a default interest at the rate of 22% per annum.

 

The above description of certain material terms of the Power Up Notes and Power Up Agreements are not a complete description of all terms of the financing transaction and is qualified in its entirety by reference to the Power Up Notes and Power Up Agreements, which are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.6, 10.7, and 10.8, respectively.

 

  23  

 

ITEM 6. EXHIBITS

 

Exhibit No. Description
3(i) Amended and Restated Articles of Incorporation, as currently in effect (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed April 13, 2018)
3(ii) Amended and Restated Bylaws, as currently in effect (Incorporated by reference to Exhibit 3.2 of Form 8-K, filed April 13, 2018)
4.1 Power Up Note dated June 5, 2018 (Incorporated by reference to Exhibit 4.1 of Form 10-Q, filed August 20, 2018)
4.2 Second Power Up Note dated July 25, 2018 (Incorporated by reference to Exhibit 4.2 of Form 10-Q, filed August 20, 2018)
4.3 Third Power Up Note dated August 27, 2018
10.1 Agreement with Annihilyzer, Inc. dated November 29, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed April 20, 2017)
10.2 Amendment to Agreement with Annihilyzer, Inc. dated April 6, 2017 (Incorporated by reference to Exhibit 10.2 of Form 8-K, filed April 20, 2017)
10.3 Read Consolidated Promissory Note dated September 27, 2017 (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed October 4, 2017)
10.4† Paris Employment Agreement (Incorporated by reference to Exhibit 10.5 of Form 10-Q, filed November 14, 2017)
10.5 Strategic Planning Services Agreement dated March 15, 2018 (Incorporated by reference to Exhibit 10.5 of Form 10-Q, filed May 21, 2018)
10.6 Power Up Agreement dated June 5, 2018 (Included in Exhibit 4.1, which is incorporated by reference to Exhibit 4.1 of Form 10-Q, filed August 20, 2018)
10.7 Second Power Up Agreement dated July 25, 2018 (Included in Exhibit 4.2, which is incorporated by reference to Exhibit 4.2 of Form 10-Q, filed August 20, 2018
10.8 Third Power Up Agreement dated August 27, 2018 (Included in Exhibit 4.3)
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Label Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document

 

† Indicates management contract or compensatory plan or arrangement. 

 

  24  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    PCT LTD
     
     
Date: November 21, 2018 By:   /s/F. Jody Read            
    F. Jody Read, Principal Executive Officer
    Chief Executive Officer and Director
    Principal Financial Officer

 

 

25

PCT Ltd. (USOTC:PCTL)
Historical Stock Chart

1 Year : From Nov 2018 to Nov 2019

Click Here for more PCT Ltd. Charts.

PCT Ltd. (USOTC:PCTL)
Intraday Stock Chart

Today : Tuesday 12 November 2019

Click Here for more PCT Ltd. Charts.

Latest PCTL Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.