The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
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.
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.
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.
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
|
|
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.
|
|
(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.
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.
|
(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.
|
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.
|
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.
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.”).